SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                             _____________________


                                   FORM 8-K

                                CURRENT REPORT


                    Pursuant to Section 12 or 15(d) of the

                        Securities Exchange Act of 1934


     Date of Report (Date of earliest event reported)  May 28, 1998

                         MERIT Securities Corporation

              (Exact name of registrant as specified in charter)


         Virginia                    03992                  54-1736551

     (State or other              (Commission              (IRS Employer
       jurisdiction              File Number)           Identification No.)
    of incorporation)


                  10900 Nuckols Rd. 3rd Floor, Glen Allen, Virginia  23060

           (Address of principal executive offices)  (Zip Code)


       Registrant's telephone number, including area code (804) 217-5800



Item 1.    Changes in Control of Registrant.
           Not Applicable.

Item 2.    Acquisition or Disposition of Assets.
           Not Applicable.

Item 3.    Bankruptcy or Receivership.
           Not Applicable.

Item 4.    Changes in Registrant's Certifying Accountant.
           Not Applicable.

Item 5.    Other Events.3) Gross Margin on Adjustable Rate Loans

     On May 28, 1998, the Registrant  issued  $1,591,150,815  initial  principal
balance of its Collateralized Mortgage Bonds, Series 11, Class 1A-1, Class 2A-1,
Class  2A-2,  Class  2A-3,  Class 3A-1 (the  "Bonds")  pursuant to the Series 11
Supplement  dated as of March 1,  1998  (the  "Series  11  Supplement"),  to the
Indenture  dated  as  of  November  1,  1994  (the  "Original   Indenture"  and,
collectively  with the  Series 11  Supplement,  the  "Indenture"),  between  the
Registrant  and  Chase  Bank  Texas  National   Association,   as  trustee  (the
"Trustee").  Capitalized  terms  used  but not  defined  herein  shall  have the
meanings  assigned  to them in the  Indenture.  The Bonds were  issued  with the
initial  principal  amount as set forth below.  The Class Interest Rates and the
Stated Maturities of the Bonds are as follows:

                          Original        Class Interest          Stated
    Designation       Principal Amount         Rate              Maturity

Class 1A-1             $262,000,000.00           6.58%              July 28 2022
Class 1A-2             $238,000,000.00            (1)          December 28, 2028
Class 2A-1            $300,000,000.00            (1)              March 28, 2018
Class 2A-2            $200,000,000.00           (1)            November 28, 2022
Class 2-A3               $166,560,000.00           (1)        September 28, 2025
Class 3-A1           $258,173,000.00           (1)                April 28, 2027
Class B1               $59,600,000.00         (1)             September 28, 2032
Class B2               $34,500,000.00            (1)          September 28, 2032
Class B3               $20,000,000.00            (1)          September 28, 2032

     (1) With respect to each Payment  Date,  the Class  Interest rate per annum
will  initially  equal  (except  for Class  2-A1,  see  below),  subject  to the
Applicable  Cap,   One-Month  LIBOR,  as  deter-  mined  on  the  Floating  Rate
Determination  Date, plus, in each case, the Applicable  Spread.  The Applicable
Spread is  initially  0.40% for the Class 1-A2  Bonds,  0.30% for the Class 2-A2
Bonds,  0.45% for the Class 2-A3 Bonds 0.31% for the Class 3-A1 Bonds, 0.70% for
the Class B-1 Bonds,  1.00% for the Class B-2 Bonds, and 1.75% for the Class B-3
Bonds. . The Applicable Cap is 9.50% for the Class 1-A2 Bonds,  Class 2-A2 Bonds
and Class 2-A3 Bonds,  11.00% for the Class 3-A1 Bonds, 10.20% for the Class B-1
Bonds,  10.50% for the Class B-2 Bonds and  11.00% for the Class B-3 Bonds.  For
the initial  Payment Date,  the Class Interest Rates per annum will be 6.05% for
the Class 1-A2 Bonds,  5.95% for the Class 2-A2 Bonds,  6.10% for the Class 2-A3
Bonds, 5.96% for the Class 3-A1 Bonds, 6.35% for the Class B-1 Bonds, 6.65%, for
the Class B-2 Bonds and 7.40% for the Class B-3 Bonds.  If the  Issuer  does not
exercise its option to redeem the Bonds when it is first permitted to do so, the
Applicable  Spread and Cap will  thereafter  be  increased  as  described in the
Prospectus Supplement.

     As security for the Bonds,  the Registrant  pledged a pool of conventional,
one- to four-family,  fully  amortizing first lien Mortgage Loans to the Trustee
pursuant to the  Indenture.  The Mortgage Loans were purchased by the Registrant
in a privately-negotiated transaction with Issuer Holding Corp. ("IHC") pursuant
to a Sales Agreement dated May 25, 1998, between the Registrant and RMCI.

      All Bonds  have been sold by the  Registrant  to
Lehman  Brothers  Inc.  (the   "Underwriter")   pursuant  to  an  Underwriting
Agreement  dated  as  of  September  20,  1996,  among  the  Underwriter,  the
Registrant  and RMCI. 

      The  description of the Mortgage  Loans pledged to the Trustee  pursuant
to the Indenture  begins on the following  page. The amounts  contained in the
following   tables  have  been  rounded  to  the  nearest   dollar  amount  or
percentage,  as  applicable.  Asterisks (*) in the following  tables  indicate
values between 0.0% and 0.5%.

                                  SIGNATURES

      Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
the  Registrant  has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

June 1, 1998                         MERIT SECURITIES CORPORATION



                                          By: Lisa Cooke



Description of the Mortgage Pool and Mortgaged Premises

Except as otherwise indicated, the Mortgage Loans underlying the Merit 10 
Securities have the following characteristics as of May 28, 1998 (the
"Cut-off Date"):
(Due to rounding conventions in the Scheduled Principal Balance and Percent of
Scheduled Principal Balance columns in each of the following tables, column 
totals may not equal the sum of the amounts in such columns.)

Gross Margin (%)          % of Scheduled Principal Balance
                          Group I              Group II
2.250 - 2.499                      *                    0
2.500 - 2.749                     100                   *
2.750 - 2.999                      0                    71
3.000 - 3.249                      0                    26
3.250 - 3.499                      0                    1
3.500 - 3.749                      0                    1
3.750 - 3.999                      0                    1
4.000 - 4.249                      0                    *
4.250 - 4.499                      0                    *
4.500 - 4.500                      0                    *

Totals                            100                  100

Weighted Average                  2.75                 2.88



The weighted average Gross Margin of the ARM Loans is 2.83%.




4) Remaining Term to Stated Maturity

Remaining Term (months)   % of Scheduled Principal Balance
                          Group I              Group II             Group III
1 - 275                            0                    *                    23
276 - 290                          *                    51                    *
291 - 300                          *                    49                    7
301 - 310                          1                    0                     0
311 - 320                          1                    0                     0
321 - 330                          53                   0                     *
331 - 340                          21                   0                     *
341 - 350                          4                    0                     1
351 - 362                          20                   0                    68

Total                             100                  100                   100


     The weighted  average  remaining term to stated  maturity is 309 months for
the  Loans  (for  Group I 335  months,  for Group II 287  months,  Group III 317
months.)




5) Original Loan-to-Value Ratio

Loan-to-Value Ratio       % of Scheduled Principal Balance
                          Group I              Group II              Group III
50.00 and Below                    3                    3                     1
50.01 - 55.00                      2                    2                     *
55.01 - 60.00                      3                    2                     1
60.01 - 65.00                      4                    3                     1
65.01 - 70.00                      8                    6                     1
70.01 - 75.00                      12                   9                     1
75.01 - 80.00                      51                   17                    6
80.01 - 85.00                      2                    36                   10
85.01 - 90.00                      16                   4                    23
90.01 - 95.00                      1                    12                   40
95.01 - 100.00                     *                    5                    17

Totals                            100                  100                   100

Weighted Average                76.59                77.86                 88.99

The weighted average Loan-to-Value is 78.76%.



6) State Distribution
                                            
State              % of Scheduled Principal Balance
                   Group I     Group II    Group III
Alabama                 0           0           1
Arizona                 *           *           3
Arkansas                0           0           3
California             84          88           *
Colorado                *           *           *
Florida                 *           2           4
Georgia                 0           *           11
Idaho                   *           *           *
Kentucky                0           0           2
Maryland                *           2           *
Michigan                0           0           7
Mississippi             0           0           2
Nevada                  *           1           0
New Jersey              *           *           0
New Mexico              *           *           *
New York                *           *           *
North Carolina          *           *           8
Ohio                    0           0           2
Oklahoma                0           0           1
Oregon                  1           1           2
Pennsylvania            *           *           *
South Carolina          0           *           15
Tennessee               0           0           4
Texas                   7           1           26
Utah                    *           *           0
Virginia                *           2           3
Washington              6           2           2
Washington DC           *           1           0
West Virginia           0           0           3
Others                  *           *           *
Totals                 100         100         100

*Others include: Connecticut, Delaware, Hawaii, Illinois, Indiana, Louisiana,
Massachusetts, Minnesota, Missouri, Montana, Rhode Island.