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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                              --------------------

                                    FORM 10-Q

[ X ]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                                 EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1995

                                       OR


[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                                 EXCHANGE ACT OF 1934

                          Commission File Number 1-9977

                    HOMEPLEX MORTGAGE INVESTMENTS CORPORATION
             (Exact Name of Registrant as Specified in Its Charter)



                    Maryland                             86-0611231
          (State or Other Jurisdiction)               (I.R.S.Employer
        of Incorporation or Organization)           Identification No.)

         5333 North 7th Street,Suite 219                    85014
                 Phoenix, Arizona                        (Zip Code)
     (Address of Principal Executive Offices)

                                 (602) 265-8541
               (Registrant's Telephone Number,Including Area Code)

                                 Not Applicable
               Former Name,Former Address and Former Fiscal Year,
                          if Changed Since Last Report.



Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days: Yes  X   No    .
                                      ----    ----

As of May 4, 1995; 9,716,517 shares of Homeplex Mortgage Investments Corporation
common stock were outstanding.

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PART I.  FINANCIAL INFORMATION

ITEM 1  Financial Statements



                    HOMEPLEX MORTGAGE INVESTMENTS CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                   As Of March 31, 1995 and December 31, 1994
                  (Dollars In Thousands Except Per Share Data)
                                   (Unaudited)



                                                                                          March 31,       Dec. 31,
                                                                                            1995            1994
                                                                                          -------         -------
                                                                                                         
ASSETS

Real estate loans....................................................................      $ 11,299      $   9,260
Residual interests...................................................................         7,101          7,654
Funds held by Trustee................................................................         6,511          6,720
Cash and cash equivalents............................................................         4,718          6,666
Other assets.........................................................................           778            850
                                                                                           --------       --------

Total Assets.........................................................................      $ 30,407       $ 31,150
                                                                                           ========       ========


LIABILITIES

Long-term debt.......................................................................      $ 10,792       $ 11,783
Accounts payable and other liabilities...............................................         1,406          1,416
Accrued interest payable.............................................................           105            115
Dividend payable.....................................................................             -            194
                                                                                           --------      ---------

Total Liabilities....................................................................        12,303         13,508
                                                                                           --------      ---------

Contingencies


STOCKHOLDERS' EQUITY

Common stock, par value $.01 per share; 50,000,000 shares authorized;
  issued and outstanding - 9,875,655 shares..........................................            99             99
Additional paid-in capital...........................................................        84,046         84,046
Cumulative net loss..................................................................       (24,392)       (24,854)
Cumulative dividends.................................................................       (41,239)       (41,239)
Treasury stock - 159,138 shares .....................................................          (410)          (410)
                                                                                           --------      ---------- 

Total Stockholders' Equity...........................................................        18,104         17,642
                                                                                           --------      ---------

Total Liabilities and Stockholders' Equity...........................................      $ 30,407      $  31,150
                                                                                           ========      =========


See notes to consolidated financial statements.





                   HOMEPLEX MORTGAGE INVESTMENTS CORPORATION
                  CONSOLIDATED STATEMENTS OF NET INCOME (LOSS)
               For The Three Months Ended March 31, 1995 and 1994
                  (Dollars In Thousands Except Per Share Data)
                                   (Unaudited)



                                                                                 1995                  1994
                                                                              ---------             -------
                                                                                                  
INCOME

Interest income on real estate loans.................................       $       575         $       118
Income  from residual interests......................................               415                  38
Other income.........................................................               113                  16
                                                                              ---------          ----------

Total Income.........................................................             1,103                 172
                                                                              ---------          ----------


EXPENSES

Interest.............................................................               250                 429
General, administrative and other....................................               391                 418
                                                                             ----------          ----------

Total Expenses.......................................................               641                 847
                                                                             ----------          ----------

Net Income (Loss)....................................................        $      462          $     (675)
                                                                             ==========          ========== 


SHARE DATA

Net Income (Loss) Per Share..........................................       $       .05         $      (.07)
                                                                            ===========         =========== 

Weighted Average Number Of Shares Of Common Stock
  And Common Stock Equivalents Outstanding...........................         9,725,490           9,731,415
                                                                              =========           =========


See notes to consolidated financial statements.





                    HOMEPLEX MORTGAGE INVESTMENTS CORPORATION
                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                    For The Three Months Ended March 31, 1995
                             (Dollars In Thousands)
                                   (Unaudited)



                                                                      
                                                                   Additional     Cumulative
                                            Number          Par     Paid-In       Net Income     Cumulative   Treasury
                                           Of Shares       Value    Capital         (Loss)       Dividends     Stock      Total
                                           ---------       -----    -------       ----------     --------     --------    -----


                                                                                                         
Balance at December 31, 1994..........     9,875,655     $99       $84,046       $(24,854)       $(41,239)    $(410)      $17,642

Net income............................             -       -             -            462               -         -           462
                                           ---------     ---       -------       --------        --------     -----       -------

Balance at March 31, 1995.............     9,875,655     $99       $84,046       $(24,392)       $(41,239)    $(410)      $18,104
                                           =========     ===       =======       ========        ========     =====       =======



See notes to consolidated financial statements.





                    HOMEPLEX MORTGAGE INVESTMENTS CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
               For The Three Months Ended March 31, 1995 and 1994
                           Increase (Decrease) In Cash
                             (Dollars In Thousands)
                                   (Unaudited)



                                                                                               1995         1994
                                                                                              ------        ----
                                                                                                          
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)....................................................................     $     462      $    (675)
Adjustments to reconcile net income (loss) to net cash
  provided by (used in) operating activities:
   (Increase) decrease in other assets...............................................            42             (8)
   Amortization of debt costs........................................................            30             73
   Decrease in accrued interest payable..............................................           (10)           (32)
   Decrease in accounts payable and other liabilities................................           (10)           (22)
   Net write-downs on residual interests.............................................             -            472
   Amortization of hedging costs.....................................................             -             49
                                                                                          ----------      ---------

Net Cash Provided by (Used In) Operating Activities..................................           514           (143)
                                                                                          ----------      --------- 

CASH FLOWS FROM INVESTING ACTIVITIES

Real estate loans funded.............................................................        (2,039)        (2,630)
Amortization of residual interests...................................................           553          2,193
Decrease in funds held by Trustee....................................................           209          1,161
Principal payments received on real estate loans.....................................             -             49
                                                                                         ----------      ---------

Net Cash Provided By (Used In) Investing Activities..................................        (1,277)           773
                                                                                         ----------      ---------

CASH FLOWS FROM FINANCING ACTIVITIES

Principal payments made on long-term debt............................................          (991)        (3,396)
Dividends paid.......................................................................          (194)          (292)
Repurchases of common stock..........................................................             -             (2)
                                                                                         ----------     ---------- 

Net Cash Used In Financing Activities................................................        (1,185)        (3,690)
                                                                                         ----------     ---------- 

Net Decrease In Cash.................................................................        (1,948)        (3,060)

Cash And Cash Equivalents At Beginning Of Period.....................................         6,666         16,247
                                                                                         ----------     ----------

Cash And Cash Equivalents At End Of Period...........................................     $   4,718      $  13,187
                                                                                         ==========     ==========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
INFORMATION

Cash paid for interest...............................................................     $     230      $     388
                                                                                         ==========      =========




See notes to consolidated financial statements.




                   HOMEPLEX MORTGAGE INVESTMENTS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1995
                                   (Unaudited)


NOTE 1 - ORGANIZATION

       Homeplex Mortgage Investments Corporation,  a Maryland corporation,  (the
Company)  commenced  operations in July 1988. As described in Note 4 the Company
has  purchased  interests  in  mortgage  certificates  securing   collateralized
mortgage  obligations  (CMOs) and interests  relating to mortgage  participation
certificates (MPCs) (collectively  residual interests).  Since December 1993 the
Company has originated various loans secured by real estate (see Note 3).

       The accompanying  interim financial  statements do not include all of the
information and disclosures  generally required for annual financial statements.
In the opinion of management,  however,  all  adjustments  (consisting of normal
recurring  adjustments)  considered  necessary for a fair presentation have been
included.  Operating  results for the three months ended March 31, 1995 and 1994
are not  necessarily  indicative  of the results  that may be  expected  for the
entire year. These financial  statements  should be read in conjunction with the
December 31, 1994 financial statements and notes thereto.


NOTE 2 - GENERAL AND SUMMARY OF ACCOUNTING POLICIES

       Basis of Presentation

       The consolidated  financial  statements  include the accounts of Homeplex
Mortgage  Investments  Corporation  and  its  wholly-owned   subsidiaries.   All
significant  intercompany  balances and  transactions  have been  eliminated  in
consolidation.

       Income Taxes

       The Company has  elected to be taxed as a real estate  investments  trust
(REIT) under the Internal  Revenue Code. As a REIT, the Company must  distribute
annually at least 95% of its taxable income to its stockholders.

       At December 31, 1994, the Company has available, for income tax purposes,
a net operating loss carryforward of approximately $58,000,000. Such loss may be
carried forward, with certain restrictions,  for up to 15 years to offset future
taxable  income,  if any. Until the tax loss  carryforward  is fully utilized or
expires,  the Company will not be required to pay dividends to its  stockholders
except for income that is deemed to be excess inclusion income.

       The income (loss) reported in the  accompanying  financial  statements is
different  than taxable  income (loss) because some income and expense items are
reported in different periods for income tax purposes. The principal differences
relate  to  reserves  on and the  amortization  of  residual  interests  and the
treatment of stock option expense.

       Residual Interests

       Interests  relating to mortgage  participation  certificates and residual
interest certificates are accounted for as described in Note 4.


                    HOMEPLEX MORTGAGE INVESTMENTS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1995
                                   (Unaudited)



       Cash and Cash Equivalents

       Cash and cash  equivalents  include demand  deposits and  certificates of
deposit with maturities of less than three months.

       Amortization of Hedging

       The cost of the Company's  LIBOR ceiling rate  agreements (see Note 6) is
amortized using the straight-line method over the lives of the agreements. Other
expense  includes $49,000 related to amortization of hedging costs for the three
months ended March 31, 1994.

       Net Income (Loss) Per Share

       Primary  net income  (loss) per share is  calculated  using the  weighted
average shares of common stock outstanding and commons stock equivalents. Common
stock equivalents consist of dilutive stock options. Net income (loss) per share
is the same for both primary and fully diluted calculations.

       Reclassification

       Certain  balances in the prior year have been  reclassified to conform to
the current year's presentation.



NOTE 3 - REAL ESTATE LOANS

       The following is a summary of real estate loans at March 31, 1995:



                                    Interest                          Payment                   Principal and
       Description                    Rate                             Terms                 Carrying Amount (1)
       -----------                  --------                          -------                -------------------
                                                                                                   
First Deed of Trust on                 24%                Interest only monthly,                    $ 2,280,000
321 unit apartment in                                     principal due April 30,
Tucson, Arizona, with                                     1995.
recourse to corporate
borrower and the per-
sonal guarantee of an
officer of borrower.

First Deed of Trust on                 24%                Interest only monthly,                      2,348,000
128 unit apartment in                                     principal due April 15, 1995.
Sierra  Vista,  Arizona, 
with  recourse to corporate
borrower and the 
personal guarantee of an 
officer of borrower.





                    HOMEPLEX MORTGAGE INVESTMENTS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1995
                                   (Unaudited)



                                 Interest                      Payment                          Principal and
     Description                  Rate                          Terms                        Carrying Amount (1)
     -----------                 --------                 -----------------------------      --------------------

                                                                                                 
First Deed of Trust on               16%                  Interest only monthly,                  $ 2,360,000
33 acres of land in                                       principal due October 31,
Scottsdale, Arizona.                                      1995; may be extended for
                                                          one year under certain terms
                                                          and conditions.

First Deed of Trust on               16%                  Interest only monthly,                    2,272,000
33 acres of land in                                       principal due November
Tempe, Arizona.                                           21, 1995.

First Deed of Trust on               16%                  Interest only monthly,                    2,039,000
21.4 acres of land in                                     principal due January 6,
Tempe, Arizona.                                           1996; may be extended
                                                          for one year under cer-
                                                          tain terms and conditions.              -----------
                                                                                                  $11,299,000
- --------------------------                                                                        ===========

(1) Also represents cost for federal income tax purposes.



       At March 31, 1995,  all of the Company's  loans are secured by properties
located in Arizona.  As a result of this geographic  concentration,  unfavorable
economic  conditions  in Arizona  could  increase the  likelihood of defaults on
these  loans and affect the  Company's  ability to  protect  the  principal  and
interest on such loans following  foreclosures upon the real properties securing
such loans.


NOTE 4 - RESIDUAL INTERESTS

       The  Company  owns   residual   interests  in   collateralized   mortgage
obligations (CMOs) and residual interests in mortgage participation certificates
(MPCs)  (collectively  residual interests) with respect to which elections to be
treated as a real estate mortgage investment conduit (REMIC) have been made.

Residual Interest Certificates

       The Company owns 100% of the residual interest certificates  representing
the residual  interests in five series of CMOs secured by mortgage  certificates
and cash  funds  held by  trustee.  The CMOs have  been  issued  through  Westam
Mortgage  Financial   Corporation   (Westam)  or  American  Southwest  Financial
Corporation  (ASW). The mortgage  certificates  securing the CMOs all have fixed
interest  rates.  Certain of the classes of CMOs have fixed  interest  rates and
certain have  interest  rates that are  determined  monthly  based on the London
Interbank  Offered Rates (LIBOR) for one month Eurodollar  deposits,  subject to
specified maximum interest rates.

       Each  series  of CMOs  consists  of  several  serially  maturing  classes
collateralized by mortgage certificates.  Generally, principal payments received
on the mortgage certificates, including prepayments on such mortgage


                    HOMEPLEX MORTGAGE INVESTMENTS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1995
                                   (Unaudited)

certificates,  are  applied  to  principal  payments  on the  classes of CMOs in
accordance with the respective  indentures.  Scheduled payments of principal and
interest  on  the  mortgage  certificates  securing  each  series  of  CMOs  and
reinvestment  earnings  thereon  are  intended to be  sufficient  to make timely
payments  of  interest on such series and to retire each class of such series by
its stated maturity.  Certain series of CMOs are subject to redemption according
to specific terms of the respective indentures.

       The  Company's  residual  interest  certificates  entitle  the Company to
receive the  excess,  if any, of  payments  received  from the pledged  mortgage
certificates  together with reinvestment income thereon over amounts required to
make debt service payments on the related CMOs and to pay related administrative
expenses  of  the  REMICs.  The  Company  also  has  the  right,  under  certain
conditions, to cause an early redemption of the CMOs. Under the early redemption
feature, the mortgage certificates are sold at the then current market price and
the CMOs  repaid at par value.  The  Company is entitled to any excess cash flow
from such early  redemptions.  The conditions under which such early redemptions
may be elected vary but generally cannot be done until the remaining outstanding
CMO balance is less than 10% of the original balance.

Interests In Mortgage Participation Certificates

       The Company  owns  residual  interests  in REMICs  with  respect to three
separate  series of Mortgage  Participation  Certificates  (MPCs)  issued by the
Federal  Home Loan  Mortgage  Corporation  (FHLMC)  or by the  Federal  National
Mortgage  Association  (FNMA).  The Company's MPC residual interests entitle the
Company to receive  its  proportionate  share of the excess (if any) of payments
received from the mortgage  certificates  underlying the MPCs over principal and
interest  required to be passed through to the holders of such MPCs. The Company
is not  entitled  to  reinvestment  income  earned  on the  underlying  mortgage
certificates,  is not required to pay any administrative expenses related to the
MPCs and does not have the right to elect  early  termination  of any of the MPC
classes. The mortgage  certificates  underlying the MPCs all have fixed interest
rates.  Certain of the classes of the MPCs have fixed interest rates and certain
have interest rates that are  determined  monthly based on LIBOR or based on the
Monthly  Weighted  Average Cost of Funds (COFI) for  Eleventh  District  Savings
Institutions  as  published  by the  Federal  Home Loan  Bank of San  Francisco,
subject to specified maximum interest rates.




       The following  summarizes the Company's  investment in residual interests
at March 31, 1995:



                                   Type Of                       Company's                         Company's Percentage
       Series                    Investments                   Amortized Cost                            Ownership
       -----           -----------------------------           --------------                            ---------
                                                              (In Thousands)

                                                                                                     
Westam 1               Residual Interest Certificate                $1,070                                100.00%
Westam 3               Residual Interest Certificate                    91                                100.00%
Westam 5               Residual Interest Certificate                   300                                100.00%
Westam 6               Residual Interest Certificate                    29                                100.00%
ASW 65                 Residual Interest Certificate                 3,020                                100.00%
FHLMC 17               Interest in MPCs                                198                                100.00%
FNMA 1988-24           Interest in MPCs                              1,622                                 20.20%
FNMA 1988-25           Interest in MPCs                                771                                 45.07%
                                                                   -------                                       
                                                                    $7,101
                                                                   =======



                    HOMEPLEX MORTGAGE INVESTMENTS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1995
                                   (Unaudited)



       The  following  summarizes  the Company's  proportionate  interest in the
aggregate  assets and  liabilities of the eight residual  interests at March 31,
1995 (in thousands):

                                                                                                     
Assets:
       Outstanding Principal Balance of Mortgage Certificates..........................             $ 408,950
       Funds Held By Trustee and Accrued Interest Receivable...........................                 8,625
                                                                                                   ----------
                                                                                                    $ 417,575
                                                                                                   ==========

       Range of Stated Coupon of Mortgage Certificates.................................           9.0% - 10.5%


Liabilities:
       Outstanding Principal Balance of CMOs and MPCs:
         Fixed Rate    ................................................................               358,328
         Floating Rate - LIBOR Based...................................................                47,784
         Floating Rate - COFI Based....................................................                 5,182
                                                                                                    ---------
                       Total...........................................................               411,294

       Accrued Interest Payable........................................................                 2,761
                                                                                                    ---------
                                                                                                     $414,055
                                                                                                    =========

       Range of Stated Interest Rates on CMOs and MPCs.................................             0% to 9.9%




       The average  LIBOR and COFI rates used to determine  income from residual
interests were as follows:

                            Three Months Ended March 31,
                                1995            1994           At March 31, 1995
                                ----            ----           -----------------

       LIBOR................    6.06%           3.33%                6.13%
       COFI.................    4.57%           3.80%                4.93%


       The Company  accounts for residual  interests  using the  prospective net
level yield method.  Under this method, a residual  interest is recorded at cost
and  amortized  over the life of the  related  CMO or MPC  issuance.  The  total
expected cash flow is allocated between principal and interest as follows:

       1. An effective  yield is calculated as of the date of purchase  based on
          the purchase price and anticipated future cash flows.

       2. In the initial  accounting  period,  interest income is accrued on the
          investment balance using the effective yield calculated as of the date
          of purchase.

       3. Cash received on the  investment is first applied to accrued  interest
          with  any  excess  reducing  the  recorded  principal  balance  of the
          investment.


                    HOMEPLEX MORTGAGE INVESTMENTS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1995
                                   (Unaudited)


       4. At each reporting date, the effective  yield is recalculated  based on
          the amortized cost of the investment and the then-current  estimate of
          the remaining future cash flows.

       5. The  recalculated  effective  yield is then  used to  accrue  interest
          income on the investment balance in the subsequent accounting period.

       6. The above procedure continues until all cash flows from the investment
          have been received.


       At the end of each period, the amortized balance of the investment should
equal  the  present  value  of  the  estimated  cash  flows  discounted  at  the
newly-calculated effective yield.

       In May 1993 the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement of Financial  Accounting  Standards ("SFAS") No. 115,  "Accounting for
Certain Investments in Debt and Equity  Securities".  SFAS No. 115 is applicable
to debt  securities  including  investments  in  REMIC  residual  interests  and
requires all investments to be classified into one of three categories;  held to
maturity,  available  for sale,  or trading.  The Company  acquired its residual
interests  without the intention to resell the assets.  The Company has both the
intent and ability to hold these  investments  to maturity  and  believes  these
investments meet the "held to maturity" criteria of SFAS No. 115. Under SFAS No.
115,  if a  residual  interest  is  determined  to  have  other  than  temporary
impairment,  the residual  interest is written down to fair value. For the three
months  ended March 31,  1994,  the Company  incurred net charges of $472,000 to
record impaired residual  interests at fair value. There were no charges for the
three months ended March 31, 1995.

       At March 31,  1995,  the  estimated  prospective  net level  yield of the
Company's residual interests, in the aggregate, is 25% without early redemptions
or terminations  being  considered and 42% if early  redemptions or terminations
are  considered.  At March 31, 1995,  the estimated  fair value of the Company's
residual  interests,  in the  aggregate,  approximates  the Company's  aggregate
carrying value.

       The projected  yield and estimated  fair value of the Company's  residual
interests are based on prepayment  and interest  rate  assumptions  at March 31,
1995.  There will be differences,  which may be material,  between the projected
yield and the actual  yield and the fair  value of the  residual  interests  may
change significantly over time.


NOTE 5 - LONG-TERM DEBT

       On December 17, 1992, a wholly owned,  limited purpose  subsidiary of the
Company  issued  $31,000,000  of Secured  Notes under an Indenture to a group of
institutional  investors. The Notes bear interest at 7.81% and require quarterly
payments of principal and interest with the balance due on February 15, 1998. In
connection  with the  financing,  the Company  paid fees of  $635,000  which are
included in other assets in the accompanying  consolidated balance sheet and are
being  amortized to interest  expense over the life of the financing.  The Notes
are secured by the Company's residual interests in Westam 1, Westam 3,


                    HOMEPLEX MORTGAGE INVESTMENTS CORPORATION
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 1995
                                   (Unaudited)


Westam 5, Westam 6, ASW 65, FNMA  1988-24 and FNMA  1988-25 (see Note 4), and by
Funds held by the Note Trustee.  The Company used  $3,100,000 of the proceeds to
establish a reserve  fund.  The  reserve  fund,  which has a  specified  maximum
balance  of  $7,750,000,  is to be used  to make  the  scheduled  principal  and
interest payments on the Notes if the cash flow available from the collateral is
not sufficient to make the scheduled payments. Depending on the level of certain
specified  financial  ratios relating to the collateral,  the cash flow from the
collateral is required to either  prepay the Notes at par,  increase the reserve
fund up to its  $7,750,000  maximum or is remitted to the Company.  At March 31,
1995,  Funds held by Trustee  consisted  of  $5,899,000  in the reserve fund and
$612,000 of other funds pledged under the Indenture.


NOTE 6 - HEDGING

       On May 12, 1992, the Company  entered into a LIBOR ceiling rate agreement
with a bank for a fee of $245,000. The agreement,  which has a term of two years
beginning July 1, 1992, requires the bank to pay a monthly amount to the Company
equal to the product of $175,000,000  multiplied by the  percentage,  if any, by
which actual  one-month LIBOR (measured on the first business day of each month)
exceeds 9.0%.  LIBOR  remained  under 9.0% during the term of the agreement and,
accordingly, no amounts were paid under the agreement.


                    HOMEPLEX MORTGAGE INVESTMENTS CORPORATION



ITEM 2.     Management's Discussion and Analysis of Financial Condition, Results
            of Operations and Interest Rates and Other Information

Results of Operations For The Three Months Ended March 31, 1995 and 1994

       The  Company had a net income of $462,000 or $.05 per share for the three
months ended March 31, 1995 compared to a net loss of $675,000 or $.07 per share
for the three months ended March 31, 1994.

       The Company  had income from  mortgage  assets of  $1,103,000  in 1995 as
compared to income of  $172,000  in 1994.  The 1994 amount is net of a charge of
$472,000 to writedown the Company's residual interests.  See "Interest Rates and
Prepayments".  Interest  income on real estate loans  increased from $118,000 in
1994 to  $575,000  in 1995 due to the  expansion  of the  Company's  real estate
lending program. See "Liquidity, Capital Resources and Commitments".

       The Company's interest expense declined from $429,000 in 1994 to $250,000
in 1995 as a result of the Company reducing its long-term debt.

Liquidity, Capital Resources and Commitments

       The Company  raised  $80,593,000  in connection  with its initial  public
offering on July 27, 1988.  The proceeds were  immediately  utilized to purchase
residual interests. Subsequently, through October 1988, the Company purchased an
additional $59,958,000 of residual interests which were initially financed using
a combination of borrowings under  repurchase  agreements and the Company's bank
line of credit.  The Company has not  purchased  any  residual  interests  since
October 1988.

       Since December 1993, the Company has originated real estate loans secured
by various  first  deeds of trust on real  properties  located in  Arizona.  The
Company's loan program seeks higher returns by targeting loan  opportunities  to
which the  Company  can respond on a more  timely  basis than  traditional  real
estate  lenders.  At March 31, 1995,  all of the Company's  loans are secured by
properties  located in Arizona.  As a result of this  geographic  concentration,
unfavorable  economic  conditions  in Arizona could  increase the  likelihood of
defaults  on these  loans and  affect  the  Company's  ability  to  protect  the
principal  and  interest  on such  loans  following  foreclosures  upon the real
properties  securing such loans.  The Company may, in the future,  make loans on
properties  located  outside of Arizona.  At March 31, 1995 the  Company's  real
estate loans  outstanding total $11,299,000 and bear interest at between 16% and
24%, payable monthly, with all principal due within one year.

       On December 17, 1992, a wholly owned  limited-purpose  subsidiary  of the
Company  issued  $31,000,000  of Secured  Notes under an Indenture to a group of
institutional  investors. The Notes bear interest at 7.81% and require quarterly
payments of principal  and  interest  with the balance due on February 15, 1998.
The Notes are secured by the Company's residual interests in Westam 1, Westam 3,
Westam 5, Westam 6, ASW 65, FNMA  1988-24 and FNMA  1988-25 and by funds held by
the Note  Trustee.  The Company used  $3,100,000  of the proceeds to establish a
reserve fund.  The reserve fund has a specified  maximum  balance of $7,750,000,
and is to be used to make the scheduled  principal and interest  payments on the
Notes if the cash flow  available  from the collateral is not sufficient to make
the scheduled  payments.  Depending on the level of certain specified  financial
ratios relating to the collateral, the cash flow from the collateral is required
to either repay the Notes at par, increase the reserve fund up to its $7,750,000
maximum or is remitted to the Company. At March 31, 1995,  $6,511,000 is held by
the Note Trustee in the reserve and other funds under the Indenture.


                    HOMEPLEX MORTGAGE INVESTMENTS CORPORATION


       At March  31,  1995,  the  Company  does  not  have  any  used or  unused
short-term debt or line of credit facilities.

       As a real estate  investment trust (REIT),  the Company is not subject to
income tax at the corporate  level as long as it distributes  95% of its taxable
income  to its  stockholders.  At  December  31,  1994,  the  Company  has a net
operating  loss  carryforward,   for  income  tax  purposes,   of  approximately
$58,000,000.  This tax loss may be carried forward,  with certain  restrictions,
for up to 15 years to offset future taxable  income,  if any. Until the tax loss
carryforward  is fully utilized or expires,  the Company will not be required to
distribute  dividends to its stockholders except for income that is deemed to be
excess  inclusion  income.  The Company  anticipates  that future cash flow from
operations will be used for payment of operating  expenses and debt service with
the  remainder,  if any,  available  for  investment  in mortgage or real estate
related  assets.  At March 31, 1995, the Company has $4,718,000 of cash and cash
equivalents available for investment purposes.

Interest Rates and Prepayments

       One of the Company's  major sources of income is its income from residual
interests  which  consists  of the  Company's  investment  in eight real  estate
mortgage  investment conduits ("REMICs") as described in Note 4 to the financial
statements.  The Company's cash flow and return on investment  from its residual
interests are highly  sensitive to the prepayment  rate on the related  mortgage
certificates and the variable interest rates on variable rate CMOs and MPCs.

       At March 31, 1995,  the Company's  proportionate  share of  floating-rate
CMOs and MPCs in the eight REMICs is $47,784,000  in principal  amount that pays
interest  based on LIBOR and  $5,182,000 in principal  amount that pays interest
based on COFI.  Consequently,  absent  any  changes in  prepayment  rates on the
related  mortgage  certificates,  increases in LIBOR and COFI will  decrease the
Company's  net  income,  and  decreases  in LIBOR  and COFI  will  increase  the
Company's net income. The average LIBOR and COFI rates were as follows:

                                             Three Months
                                             Ended March 31,
                                          --------------------      At March 31,
                                          1995            1994         1995
                                          -----           ----      ----------

       LIBOR........................      6.06%           3.33%        6.13%
       COFI ........................      4.57%           3.80%        4.93%


       On May 12, 1992, the Company  entered into a LIBOR ceiling rate agreement
with a bank for a fee of $245,000. The agreement,  which had a term of two years
beginning July 1, 1992, required the bank to pay a monthly amount to the Company
equal to the product of $175,000,000  multiplied by the  percentage,  if any, by
which actual  one-month LIBOR (measured on the first business day of each month)
exceeds 9.0%.  Through the  expiration  of the agreement on July 1, 1994,  LIBOR
remained under 9.0% and, accordingly, no amounts were paid under the agreement.

       The Company's cash flow and return on investment from residual  interests
also is sensitive to prepayment rates on the mortgage  certificates securing the
CMOs and underlying the MPCs. In general,


                    HOMEPLEX MORTGAGE INVESTMENTS CORPORATION


slower  prepayment  rates  will tend to  increase  the cash  flow and  return on
investment on investment  from interests.  The rate of principal  prepayments on
mortgage certificates is influenced by a variety of economic, geographic, social
and other factors. In general,  prepayments of the mortgage  certificates should
increase when the current mortgage  interest rates fall below the interest rates
on  the  fixed  rate  mortgage  loans  underlying  the  mortgage   certificates.
Conversely,  to the extent that then current mortgage  interest rates exceed the
interest  rates on the mortgage  loans  underlying  the  mortgage  certificates,
prepayments of such mortgage certificates should decrease. Prepayment rates also
may be affected by the geographic  location of the mortgage loans underlying the
mortgage  certificates,  conditions  in mortgage  loan,  housing  and  financial
markets, the assumability of the mortgage loans and general economic conditions.

       The national average contract interest rate for major lenders on purchase
of previously occupied homes, as published by the Federal Housing Finance Board,
decreased  from an average of 9.04% in 1991 to an average of 7.84% in 1992 to an
average of 6.96% in 1993 and averaged 6.75% for the three months ended March 31,
1994. This resulted in a significant  increase in refinancing activity beginning
in the fourth quarter of 1991 and continuing throughout 1992, 1993 and the first
part of 1994. As a result,  the Company incurred net charges of $472,000 for the
three  months ended March 31, 1994 to writedown  its  residual  interests.  This
mortgage  interest  rate has  subsequently  risen to 8.09% at March 31, 1995 and
there were no writedowns of residual  interests for the three months ended March
31, 1995.


                    HOMEPLEX MORTGAGE INVESTMENTS CORPORATION



PART II.  OTHER INFORMATION


ITEM 1.      Legal Proceedings

             Not applicable


ITEM 2.      Changes in Securities

             Not applicable


ITEM 3.      Defaults Upon Senior Securities

             Not applicable


ITEM 4.      Submission of Matters to a Vote of Security Holders

             Not applicable


ITEM 5.      Other Information

             Not applicable


ITEM 6.      Exhibits and Reports on Form 8-K

             (a)  Exhibits - Exhibit 27, Financial Data Schedule

             (b)  Reports on Form 8-K - None



                   HOMEPLEX MORTGAGE INVESTMENTS CORPORATION



                                   SIGNATURES


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


                    HOMEPLEX MORTGAGE INVESTMENTS CORPORATION




May 4, 1995                             By        \ JAY R. HOFFMAN
                                          -------------------------------------
                                              Jay R. Hoffman, Vice President,
                                             Treasurer, Chief Financial Officer
                                                and a Duly Authorized Officer