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                                  UNITED STATES
                       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 quarter ended September 30, 2003

         |_|      Transition Report Pursuant to Section 13 or 15(d) of
                  the Securities Exchange Act of 1934

                         Commission file number 0-20552

                          DYNEX SECURITIES CORPORATION
             (Exact name of registrant as specified in its charter)

                                                                                              

                           Virginia                                                       52-1785164
                (State or other jurisdiction of                                        (I.R.S. Employer
                incorporation or organization)                                        Identification No.)

        4551 Cox Road, Suite 300, Glen Allen, Virginia                                    23060-6740
           (Address of principal executive offices)                                       (Zip Code)


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

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 ninety days.
 |X|  Yes         |_|  No

As of October 31, 2003, the latest  practicable date, there were 1,000 shares of
Dynex Securities Corporation common stock outstanding.

The registrant  meets the conditions set forth in General  Instructions  H(1)(a)
and (b) of Form 10-Q and is  therefore  filing  this Form 10-Q with the  reduced
disclosure format.


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                          DYNEX SECURITIES CORPORATION

                                    FORM 10-Q




                                      Index

                                                                                                               Page
                                                                                                        

PART I.       FINANCIAL INFORMATION

Item 1.       Financial Statements
              Balance Sheets at September 30, 2003 and December 31, 2002 (unaudited)...........................1
              Notes to Unaudited Financial Statements..........................................................2

Item 2.       Management's Discussion and Analysis of
              Financial Condition and Results of Operations....................................................2

Item 3.       Quantitative and Qualitative Disclosures about Market Risk.......................................2

Item 4.       Controls and Procedures..........................................................................3


PART II.      OTHER INFORMATION

Item 1.       Legal Proceedings................................................................................3

Item 5.       Other Information................................................................................3

Item 6.       Exhibits and Reports on Form 8-K.................................................................3

SIGNATURES    6





PART I.    FINANCIAL INFORMATION

Item 1.    Financial Statements

DYNEX SECURITIES CORPORATION
BALANCE SHEETS  (UNAUDITED)



                                                                                                         

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

                                                                         September 30,                 December 31,
                                                                             2003                          2002
                                                                   --------------------------    --------------------------

ASSETS
Cash                                                                     $      10,000                 $      10,000
                                                                   ==========================    ==========================

SHAREHOLDER'S EQUITY Common Stock, no par value:
     10,000 shares authorized,
     1,000 issued and outstanding                                        $      10,000                 $      10,000
                                                                   ==========================    ==========================


See accompanying notes to the unaudited balance sheets.



DYNEX SECURITIES CORPORATION
NOTES TO UNAUDITED FINANCIAL STATEMENTS

September 30, 2003


NOTE 1 - CONDENSED FINANCIAL STATEMENTS

The  accompanying  balance  sheets  have been  prepared in  accordance  with the
instructions  to Form 10-Q and do not include all of the  information  and notes
required by  accounting  principles  generally  accepted in the United States of
America,  hereinafter referred to as "generally accepted accounting  principles"
for complete balance sheets.  The financial  statements  include the accounts of
Dynex Securities  Corporation  (the "Company").  The Company was incorporated in
Virginia on July 8, 1992 as a wholly owned, limited-purpose financing subsidiary
of SMFC Funding  Corporation,  a Virginia  corporation  ("SMFC").  On January 1,
1997, SMFC dividended all of the outstanding  stock of the Company,  represented
by 1,000 shares of common stock, to Dynex Holding,  Inc.  ("DHI"),  an affiliate
company.  On  November  1,  2000,  DHI  sold all of the  capital  stock to Dynex
Capital, Inc. ("DX"), an affiliate of DHI.

The Company was organized to facilitate  the  securitization  of mortgage  loans
through  the  issuance  and  sale of  collateralized  bonds  (the  "Bonds")  and
certificates  of  participation  ("Mortgage  Securities").  The Bonds are issued
pursuant to an indenture or indentures  and are secured by securities  backed by
one  or  more  of the  following:  mortgage  loans,  Federal  National  Mortgage
Association  Mortgage-Backed  Certificates,   insurance  policies,  and  various
accounts and funds (collectively, the "Collateral"). The Collateral for a series
of Bonds will be pledged to a trustee.  The Mortgage Securities will represent a
percentage interest in a pool of Collateral  purchased by a trust established by
the Company.

In the opinion of management,  all adjustments  considered  necessary to present
fairly the  financial  position for the periods  presented  have been made.  The
Balance  Sheet as of  September  30, 2003 is  unaudited.  The  Balance  Sheet at
December  31, 2002 has been taken from the audited  financial  statements  as of
that date.  The Company has had no operations  during the quarter.  Accordingly,
the statements of operations and cash flows for the nine months ended  September
30, 2003 and 2002 have not been provided. For further information,  refer to the
audited balance sheet and footnotes  included in the Company's Form 10-K for the
year ended December 31, 2002.


Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations

During the nine months ended  September 30, 2003, the Company issued no Mortgage
Securities or Bonds on behalf of DX. The most recent  securitization of mortgage
loans by the Company occurred in September 1995.

At September 30, 2003, the Company had $1.4 billion of securities  remaining for
issuance under a registration  statement  filed with the Securities and Exchange
Commission in October 1994.  Securities sold through  private  placements by the
Company  do not  reduce  the  amount  available  under  the  shelf  registration
statements.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

None.
Item 4.  Controls And Procedures

         (a) Evaluation of disclosure controls and procedures.

             As required by Rule 13a-15 under the Exchange  Act,  within 90
             days prior to the filing  date of this  quarterly  report (the
             "Evaluation  Date"),  the Company carried out an evaluation of
             the effectiveness of the design and operation of the Company's
             disclosure  controls  and  procedures.   This  evaluation  was
             carried out under the supervision  and with the  participation
             of the Company's management.  Based upon that evaluation,  the
             Company's  management  concluded that the Company's disclosure
             controls and procedures are effective. Disclosure controls and
             procedures are controls and other procedures that are designed
             to ensure that  information  required to be  disclosed  in the
             Company's reports filed or submitted under the Exchange Act is
             recorded,  processed,  summarized and reported within the time
             periods  specified  in the SEC's  rules and forms.  Disclosure
             controls and procedures include, without limitation,  controls
             and procedures designed to ensure that information required to
             be disclosed in the Company's reports filed under the Exchange
             Act is accumulated and  communicated to management,  including
             the  Company's  management,  as  appropriate,  to allow timely
             decisions regarding required disclosures.

         (b) Changes in internal controls.

             There were no  significant  changes in the Company's  internal
             controls or in other factors that could  significantly  affect
             the Company's  internal controls  subsequent to the Evaluation
             Date, nor any significant  deficiencies or material weaknesses
             in such internal controls requiring corrective actions.


PART II.   OTHER INFORMATION


Item 1.  Legal Proceedings:

None.


Item 5.  Other Information:

None.


Item 6.  Exhibits and Reports on Form 8-K:

         (a)  Exhibits

              3.1  Articles of Incorporation of the Registrant (Incorporated
                   herein by reference to the Exhibits to Registrant's
                   Registration Statement No. 33-49520 on Form S-11 filed
                   July 10, 1992).

              3.2  By-Laws of the Registrant (Incorporated herein by reference
                   to the Exhibits to Registrant's Registration Statement
                   No. 33-49520 on Form S-11 filed July 10, 1992).

              4.1  Form  of  Trust   Agreement   dated   July  1,  1992,
                   (Incorporated  herein by  reference  to  Exhibits  to
                   Registrant's  Registration  Statement No. 33-49520 on
                   Form S-11 filed July 10, 1992).

              4.2  Standard Terms to Trust  Agreement dated July 1, 1992
                   (Incorporated  herein by reference to the Exhibits to
                   Registrant's  Registration  Statement No. 33-49520 on
                   Form S-11 filed July 10, 1992).

              4.3  Copy of Series  1992-1  Trust  Agreement  dated as of
                   August 1, 1992,  among  Registrant,  Ryland  Mortgage
                   Company, as Master Servicer,  and Texas Commerce Bank
                   National Association, as Trustee (Incorporated herein
                   by reference to Exhibit to the  Registrant's  Current
                   Report on Form 8-K, filed September 4, 1992).

              4.4  Copy of Series  1992-2  Trust  Agreement  dated as of
                   September 1, 1992, among Registrant,  Ryland Mortgage
                   Company, as Master Servicer,  and Texas Commerce Bank
                   National Association, as Trustee (Incorporated herein
                   by reference to Exhibit to the  Registrant's  Current
                   Report on Form 8-K, filed October 14, 1992).

              4.5  Copy of Series  1992-3  Trust  Agreement  dated as of
                   October 1, 1992,  among  Registrant,  Ryland Mortgage
                   Company, as Master Servicer,  and Texas Commerce Bank
                   National Association, as Trustee (Incorporated herein
                   by reference to Exhibit to the  Registrant's  Current
                   Report on Form 8-K, filed November 6, 1992).

              4.6  Copy of Series  1992-4  Trust  Agreement  dated as of
                   November 1, 1992, among  Registrant,  Ryland Mortgage
                   Company, as Master Servicer,  and Texas Commerce Bank
                   National Association, as Trustee (Incorporated herein
                   by reference to Exhibit to the  Registrant's  Current
                   Report on Form 8-K, filed December 7, 1992).

              4.7  Copy of Series  1992-6  Trust  Agreement  dated as of
                   December 1, 1992, among  Registrant,  Ryland Mortgage
                   Company, as Master Servicer,  and Texas Commerce Bank
                   National Association, as Trustee (Incorporated herein
                   by reference to Exhibit to the  Registrant's  Current
                   Report on Form 8-K, filed January 7, 1993).

              4.8  Standard  Terms to Trust  Agreement,  dated August 1,
                   1993   (Incorporated   herein  by  reference  to  the
                   Exhibits to the  Registrant's  Current Report on Form
                   8-K, filed September 3, 1993).

              4.9  Copy of the Series 1993-10 Trust  Agreement  dated as
                   of  October  1, 1993,  among the  Registrant,  Ryland
                   Mortgage  Company,  as  Master  Servicer,  and  Texas
                   Commerce  Bank  National   Association,   as  Trustee
                   (Incorporated  herein by reference to the Exhibits to
                   the  Registrant's  Current  Report on Form 8-K, filed
                   November 1, 1993).

              4.10 Copy of the Series 1994-2 Trust agreement dated as of
                   January  1,  1994,   among  the  Registrant,   Ryland
                   Mortgage  Company,  as  Master  Servicer,  and  Texas
                   Commerce  Bank  National   Association,   as  Trustee
                   (Incorporated  herein by reference to the Exhibits to
                   the Registrant's Current Report on Form 8-K, filed
                   February 10, 1994)

              4.11 Copy of the Series  1994-2  First  Amendment to Trust
                   Agreement  dated  as of March  15,  1994,  among  the
                   Registrant,   Ryland  Mortgage  Company,   as  Master
                   Servicer,    and   Texas   Commerce   Bank   National
                   Association,   as  Trustee  (Incorporated  herein  by
                   reference to the Exhibits to the Registrant's Current
                   Report on Form 8-K, filed May 5, 1994).
              4.12 Standard  Terms  to  Trust  Agreement   (August  1994
                   Edition)  (Incorporated  herein by  reference  to the
                   Exhibits to the  Registrant's  Current Report on Form
                   8-K, filed September 13, 1994).

              4.13 Copy of the Series 1994-2  Second  Amendment to Trust
                   Agreement  dated as of September 27, 1994,  among the
                   Registrant,   Ryland  Mortgage  Company,   as  Master
                   Servicer,    and   Texas   Commerce   Bank   National
                   Association,   as  Trustee  (Incorporated  herein  by
                   reference to the Exhibits to the Registrant's Current
                   Report on Form 8-K, filed October 5, 1994).

              4.14 Copy of the Series  1993-10 First  Amendment to Trust
                   Agreement,  dated as of October 7, 1994, by and among
                   the Registrant,  Ryland Mortgage  Company,  as Master
                   Servicer,    and   Texas   Commerce   Bank   National
                   Association,   as  Trustee  (Incorporated  herein  by
                   reference to the Exhibits to the Registrant's Current
                   Report on Form 8-K, filed October 13, 1994).

              4.15 Standard Terms to Trust  Agreement  (Pool  Insurance)
                   (October  1994  Edition)   (Incorporated   herein  by
                   reference to the Exhibits to the Registrant's Current
                   Report on Form 8-K, filed November 10, 1994).

              4.16 Copy of the September  1995 Edition of Standard Terms
                   to Trust  Agreement  (with  Servicing  Agreement  for
                   Credit  Sensitive  Loans)   (Incorporated  herein  by
                   reference to the Exhibits to the Registrant's Current
                   Report on Form 8-K, filed October 12, 1995).

              33.1 Certification of Principal Executive Officer pursuant
                   to Section 302 of the Sarbanes-Oxley Act of 2002.

              33.2 Certification of Chief Financial Officer pursuant to
                   Section 302 of the Sarbanes-Oxley Act of 2002.

              99.1 Stand Provns  to Servicing  Agreement (November 1989 Edition)
                   (Incorporated  herein by reference to the Exhibits to
                   Registrant's Registration Statement No. 33-49520 on
                   Form S-11 filed July 10, 1992).

              99.2 Copy of the Support Fund Agreement, dated as of June 29,
                   1994  between   Texas   Commerce  Bank  National
                   Association,  as  Trustee,  and Texas  Commerce  Bank
                   National  Association,   as  Custodian  (Incorporated
                   herein by  reference  to Exhibit to the  Registrant's
                   Current Report on Form 8-K, filed July 11, 1994).

              99.3 Copy  of the  Support  Fund  Agreement,  dated  as of
                   October 27,  1994 by and between SHF Corp.  and Texas
                   Commerce Bank National  Association,  as Support Fund
                   Trustee  (Incorporated herein by reference to Exhibit
                   to the Registrant's Current Report on Form 8-K, filed
                   November 10, 1994).

              99.4 Copy  of  the  Meritech  Servicing   Agreement  dated
                   September 1, 1995  (Incorporated  herein by reference
                   to Exhibit to the Registrant's Current Report on Form
                   8-K, filed October 12, 1995).

              99.5 Copy of the  Standard  Terms  to  Meritech  Servicing
                   Agreement for Saxon Mortgage Securities  Corporation,
                   September  1995  Edition   (Incorporated   herein  by
                   reference  to  Exhibit  to the  Registrant's  Current
                   Report on Form 8-K, filed October 12, 1995).

              99.6 Copy of the Saxon Mortgage,  Inc. Servicing Guide for
                   Credit   Sensitive   Loans,   February  1995  Edition
                   (Incorporated  herein by  reference to Exhibit to the
                   Registrant's   Current  Report  on  Form  8-K,  filed
                   October 12, 1995).

              99.7 Certification  of Principal  Executive  Officer and
                   Chief Financial  Officer  pursuant to Section 906 of the
                   Sarbanes-Oxley Act of 2002.

         (b) Reports on Form 8-K None.



                                    SIGNATURE

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.

                                        DYNEX SECURITIES CORPORATION




Dated:  November 12, 2003             By: /s/ Stephen J. Benedetti
                                          ------------------------------------
                                          Stephen J. Benedetti
                                          Executive Vice President,
                                          Chief Financial Officer, and Treasurer
                                            (principal accounting officer)



                                                                    Exhibit 33.1

                                  CERTIFICATION
                          PURSUANT TO 17 CFR 240.13a-14
                                PROMULGATED UNDER
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen J. Benedetti, certify that:

   1.  I have  reviewed  this  quarterly  report  on Form  10-Q of  Dynex
       Securities Corporation;

   2.  Based on my knowledge,  this quarterly report does not contain any
       untrue  statement  of a material  fact or omit to state a material
       fact  necessary  to make  the  statements  made,  in  light of the
       circumstances   under  which  such   statements   were  made,  not
       misleading  with respect to the period  covered by this  quarterly
       report;

   3.  Based  on  my  knowledge,  the  financial  statements,  and  other
       financial  information  included in this quarterly report,  fairly
       present in all material respects the financial condition,  results
       of operations and cash flows of the registrant as of, and for, the
       periods presented in this quarterly report;

   4.  The registrant's  other certifying  officers and I are responsible
       for   establishing   and  maintaining   disclosure   controls  and
       procedures  (as  defined  in  Exchange  Act  Rules  13a-15(e)  and
       15d-15(e)  and  internal  control  over  financial  reporting  (as
       defined in Exchange Act Rules  13a-15(f)  and  15d-15(f))  for the
       registrant and we have:

       (a)  designed such disclosure controls and procedures, or caused such
            disclosure  controls  and  procedures  to be  designed  under  our
            supervision,  to ensure that material  information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others  within those  entities,  particularly  during the
            period in which this quarterly report is being prepared;

       (b)  designed such internal control over financial reporting, or caused
            such  internal  control  over  financial  reporting to be designed
            under our supervision,  to provide reasonable  assurance regarding
            the  reliability  of financial  reporting and the  preparation  of
            financial  statements  for external  purposes in  accordance  with
            generally accepted accounting principles;

       (c)  evaluated  the   effectiveness  of  the  registrant's   disclosure
            controls  and   procedures   and  presented  in  this  report  our
            conclusions about the effectiveness of the disclosure controls and
            procedures  as of the end of the  period  covered  by this  report
            based on such evaluation; and

       (d)  disclosed in this report any change in the  registrant's  internal
            control  over  financial   reporting  that  occurred   during  the
            registrant's most recent fiscal quarter (the  registrant's  fourth
            fiscal  quarter  in  the  case  of  an  annual  report)  that  has
            materially affected, or is reasonable likely to materially affect,
            the registrant's internal control over financial reporting; and

   5.  The registrant's other certifying officers and I have disclosed, based on
       our most recent evaluation of internal control over financial  reporting,
       to the  registrant's  auditors and the audit  committee  of  registrant's
       board of directors (or persons performing the equivalent function):

       (a)  all significant deficiencies and material weaknesses in the design
            or operation of internal  control over financial  reporting  which
            are reasonably likely to adversely affect the registrant's ability
            to record,  process,  summarize and report financial  information;
            and

       (b)  any fraud,  whether or not material,  that involves  management or
            other  employees who have a significant  role in the  registrant's
            internal control over financial reporting.


Date:  November 12, 2003             /s/ Stephen J. Benedetti
                                     -------------------------------------------
                                     Stephen J. Benedetti
                                     Principal Executive Officer



                                                                    Exhibit 33.2
                                  CERTIFICATION
                          PURSUANT TO 17 CFR 240.13a-14
                                PROMULGATED UNDER
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen J. Benedetti, certify that:

   1.  I have  reviewed  this  quarterly  report  on Form  10-Q of  Dynex
       Securities Corporation;

   2.  Based on my knowledge,  this quarterly report does not contain any
       untrue  statement  of a material  fact or omit to state a material
       fact  necessary  to make  the  statements  made,  in  light of the
       circumstances   under  which  such   statements   were  made,  not
       misleading  with respect to the period  covered by this  quarterly
       report;

   3.  Based  on  my  knowledge,  the  financial  statements,  and  other
       financial  information  included in this quarterly report,  fairly
       present in all material respects the financial condition,  results
       of operations and cash flows of the registrant as of, and for, the
       periods presented in this quarterly report;

   4.  The registrant's  other certifying  officers and I are responsible
       for   establishing   and  maintaining   disclosure   controls  and
       procedures  (as  defined  in  Exchange  Act  Rules  13a-15(e)  and
       15d-15(e)  and  internal  control  over  financial  reporting  (as
       defined in Exchange Act Rules  13a-15(f)  and  15d-15(f))  for the
       registrant and have:

       (a)  designed such disclosure  controls and procedures,  or caused such
            disclosure  controls  and  procedures  to be  designed  under  our
            supervision,  to ensure that material  information relating to the
            registrant, including its consolidated subsidiaries, is made known
            to us by others  within those  entities,  particularly  during the
            period in which this quarterly report is being prepared;

       (b)  designed such internal control over financial reporting, or caused
            such  internal  control  over  financial  reporting to be designed
            under our supervision,  to provide reasonable  assurance regarding
            the  reliability  of financial  reporting and the  preparation  of
            financial  statements  for external  purposes in  accordance  with
            generally accepted accounting principles;

       (c)  evaluated  the   effectiveness  of  the  registrant's   disclosure
            controls  and   procedures   and  presented  in  this  report  our
            conclusions about the effectiveness of the disclosure controls and
            procedures  as of the end of the  period  covered  by this  report
            based on such evaluation; and

       (d)  disclosed in this report any change in the  registrant's  internal
            control  over  financial   reporting  that  occurred   during  the
            registrant's most recent fiscal quarter (the  registrant's  fourth
            fiscal  quarter  in  the  case  of  an  annual  report)  that  has
            materially affected, or is reasonable likely to materially affect,
            the registrant's internal control over financial reporting; and

   5.  The registrant's other certifying officers and I have disclosed, based on
       our most recent evaluation of internal control over financial  reporting,
       to the  registrant's  auditors and the audit  committee  of  registrant's
       board of directors (or persons performing the equivalent function):

       (a)  all significant deficiencies and material weaknesses in the design
            or operation of internal  control over financial  reporting  which
            are reasonably likely to adversely affect the registrant's ability
            to record,  process,  summarize and report financial  information;
            and

       (b)  any fraud,  whether or not material,  that involves  management or
            other  employees who have a significant  role in the  registrant's
            internal control over financial reporting.


Date:  November 12, 2003           /s/ Stephen J. Benedetti
                                   ---------------------------------------------
                                   Stephen J. Benedetti
                                   Chief Financial Officer



                                                                    Exhibit 99.8


                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection with the Quarterly Report of Dynex Securities Corporation
(the "Company") on Form 10-Q for the quarter ending September 30, 2003, as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I,  Stephen J.  Benedetti,  the  Principal  Executive  Officer  of the  Company,
certify,  pursuant to and for  purposes of 18 U.S.C.  Section  1350,  as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

         (1)  The Report fully complies with the requirements of Section 13(a)
              or 15(d) of the Securities Exchange Act of 1934; and

         (2)  The information  contained in the Report fairly  presents,  in
              all material respects,  the financial condition and results of
              operations of the Company.



November 12, 2003                  /s/ Stephen J. Benedetti
                                   ---------------------------------------------
                                   Stephen J. Benedetti
                                   Principal Executive Officer
                                   Chief Financial Officer