UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                                QUARTERLY REPORT

        UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1998

                           COMMISSION FILE NO. 0-19564

                         FGIC SECURITIES PURCHASE, INC.

                             A DELAWARE CORPORATION

                   IRS EMPLOYER IDENTIFICATION NO. 13-3633082

                     115 BROADWAY, NEW YORK, NEW YORK 10006

                           TELEPHONE - (212) 312-3000

         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 and (2) has been  subject to such  filing
requirements for the past 90 days.

                                 Yes  X     No
                                     ----      -----

                                                           SHARES OUTSTANDING
TITLE OF CLASS                                             AT NOVEMBER 6, 1998
--------------                                            --------------------

Common Stock (voting), $10.00 par value                             10



Registrant meets the conditions set forth in general instruction H(1)(a) and (b)
of Form 10-Q and is therefore filing this Form 10-Q with the reduced  disclosure
format.


                                TABLE OF CONTENTS
                                -----------------

                                                                           PAGE
                                                                           ----
PART I.  FINANCIAL INFORMATION

      Item 1.     Financial Statements

                  Balance Sheets                                             3
                  Statements of Operations                                   4
                  Statements of Cash Flows                                   5
                  Notes to Unaudited Interim Financial Statements          6 - 7


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

                  Operations  8

PART II. OTHER INFORMATION

      Item 1 - Item 6                                                        9


      Signatures                                                            10



ITEM 1.        Financial Statements and Supplementary Data.

<TABLE>
<CAPTION>
                                                   FGIC SECURITIES PURCHASE, INC.
                                         (A WHOLLY-OWNED SUBSIDIARY OF FGIC HOLDINGS, INC.)
                                                           BALANCE SHEETS

ASSETS                                                                 SEPTEMBER 30,             DECEMBER 31,
                                                                            1998                     1997
                                                                       ------------              -------------
                                                                        (UNAUDITED)

<S>                                                                   <C>                       <C>
Short-term investments                                                $     124,786             $      117,390
Liquidity fees receivable                                                 1,181,902                  1,278,386
Due from affiliates                                                      23,664,880                 18,408,928
Deferred tax asset                                                        1,933,244                  1,964,434
Other assets                                                                438,599                    456,074
                                                                      -------------              -------------

     Total assets                                                       $27,343,411                $22,225,212
                                                                        ===========                ===========


LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:

Deferred liquidity fee income                                          $    270,546                $   211,178
Due to affiliates                                                         3,182,938                    140,980
Commitment fees payable to GE Capital                                       445,490                    822,145
Accounts payable and accrued expenses                                       306,761                    283,259
Taxes payable                                                             7,163,619                  8,087,541
                                                                         ----------                  ---------

     Total liabilities                                                   11,369,354                  9,545,103
                                                                         ----------                  ---------

Stockholder's Equity:
Common stock, par value $10.00 per share;

     10 shares authorized, issued and outstanding                               100                        100
Retained earnings                                                        15,973,957                 12,680,009
                                                                      -------------                -----------

     Total stockholder's equity                                          15,974,057                 12,680,109
                                                                      -------------              -------------

     Total liabilities and stockholder's equity                         $27,343,411                $22,225,212
                                                                        ===========                ===========
</TABLE>


             See accompanying notes to interim financial statements.

<TABLE>
<CAPTION>

                                                   FGIC SECURITIES PURCHASE, INC.
                                         (A WHOLLY-OWNED SUBSIDIARY OF FGIC HOLDINGS, INC.)
                                                      STATEMENTS OF OPERATIONS
                                                             (UNAUDITED)

                                                            FOR THE THREE MONTHS               FOR THE NINE MONTHS
                                                             ENDED SEPTEMBER 30,               ENDED SEPTEMBER 30,
                                                           1998               1997             1998             1997
                                                           ----               ----             ----             ----
<S>                                                   <C>                 <C>                <C>             <C>
Liquidity fee income                                  $1,782,598          $1,625,073         $5,427,941      $7,525,523
Investment income                                            1,652             8,113              7,396           8,113
                                                       -----------       -----------       ------------    ------------
Total revenues                                           1,784,250         1,633,186          5,435,337       7,533,636
General and administrative expenses                        (103,348)         320,905           (43,164)         632,158
                                                       -------------      ----------      -------------      ----------
Income before provision for income taxes                 1,887,598         1,312,281          5,478,501       6,901,478
                                                         ---------         ---------          ---------       ---------
Provisions for income taxes
   Federal                                                 611,110           424,851          1,773,665       2,234,354
   State and local                                         141,570            98,421            410,888         517,610
                                                       -----------        ----------       ------------    ------------
Total provisions for income taxes                          752,680           523,272          2,184,553       2,751,964
                                                       -----------         ---------        -----------     -----------
Net income                                              $1,134,918          $789,009         $3,293,948      $4,149,514
                                                        ==========          ========         ==========      ==========
</TABLE>


             See accompanying notes to interim financial statements

<TABLE>
<CAPTION>
                                                   FGIC SECURITIES PURCHASE, INC.
                                         (A WHOLLY-OWNED SUBSIDIARY OF FGIC HOLDINGS, INC.)
                                                      STATEMENTS OF CASH FLOWS
                                                             (UNAUDITED)

                                                                                 FOR THE NINE MONTHS ENDED
                                                                                         SEPTEMBER 30,
                                                                                 1998                   1997
                                                                                 ----                   ----
OPERATING ACTIVITIES:

<S>                                                                           <C>                     <C>
Net income                                                                    $3,293,948              $4,149,514
   Adjustments to reconcile net
   income to net cash provided by
   operating activities:

      Deferred income tax expense                                                 31,189                (576,346)
      Change in taxes payable                                                   (923,922)               (700,335)
      Change in due from affiliates                                           (5,255,952)             (3,761,724)
      Change in due to affiliates                                              3,041,958                       -
      Change in other assets                                                      17,476                 161,005
      Change in liquidity fees receivable                                         96,484                 722,146
      Change in deferred liquidity fee income                                     59,368                (130,158)
      Change in accounts payable and accrued expenses                             23,502                   7,640
      Change in commitment fees payable to GE Capital                           (376,655)                136,371
                                                                              -----------             ----------

     Cash provided by operating activities                                         7,396                   8,113
                                                                            ------------             -----------

     Net change in cash and cash equivalents                                       7,396                   8,113
                                                                            ------------              ----------

   Cash and cash equivalents at beginning of period                              117,390                 109,277
                                                                              ----------               ---------

   Cash and cash equivalents at  end of period                                  $124,786                $117,390
                                                                               =========                ========
</TABLE>

             See accompanying notes to interim financial statements.


                         FGIC SECURITIES PURCHASE, INC.
               (A WHOLLY-OWNED SUBSIDIARY OF FGIC HOLDINGS, INC.)
                      NOTES TO INTERIM FINANCIAL STATEMENTS
                                SEPTEMBER 30,1998
                                   (UNAUDITED)

(1)      BUSINESS

         FGIC  Securities   Purchase,   Inc.   ("FGIC-SPI")  is  a  wholly-owned
         subsidiary of FGIC  Holdings,  Inc. (the "Parent")  which,  in turn, is
         wholly-owned by General  Electric  Capital  Corporation ("GE Capital").
         FGIC-SPI  provides   liquidity  for  certain  floating  rate  municipal
         securities whereby FGIC-SPI will, under certain circumstances, purchase
         such  securities in the event they are tendered by the holders  thereof
         as permitted under the terms of the respective bond  indentures.  As of
         September 30, 1998,  FGIC-SPI had  approximately  $2.6 billion (par and
         interest) of potential obligations under such arrangements. In order to
         obtain  funds to purchase  the  securities,  FGIC-SPI  has entered into
         standby  loan  agreements  with GE  Capital  totaling  $4.0  billion at
         September  30,  1998,  under  which  GE  Capital  will  be  irrevocably
         obligated  to lend  funds  as  needed  for  FGIC-SPI  to  purchase  the
         securities.

(2)      SIGNIFICANT ACCOUNTING POLICIES

         The interim financial statements of FGIC-SPI in this report reflect all
         normal recurring adjustments  necessary,  in the opinion of management,
         for a fair  statement  of (a)  results of  operations  for nine  months
         ending  September  30,  1998 and 1997,  (b) the  financial  position at
         September  30, 1998 and December  31, 1997,  and (c) cash flows for the
         nine months ended September 30, 1998 and 1997.

         These interim  financial  statements should be read in conjunction with
         the financial statements and related notes included in the 1997 audited
         financial statements.

         Significant accounting policies are as follows:

         CASH AND CASH EQUIVALENTS

         Cash and cash equivalents are carried at cost, which  approximates fair
         value. For purposes of the statement of cash flows,  FGIC-SPI considers
         all highly liquid  investments with original  maturities of nine months
         or less to be cash equivalents.

         REVENUE RECOGNITION

         Fees are paid up-front and in installments. Up-front fees are earned on
         a straight-line  basis over the life of the liquidity  commitment,  and
         installment fees are earned straight-line over the installment period.

         FAIR VALUES OF FINANCIAL INSTRUMENTS

         The carrying  amounts of  FGIC-SPI's  financial  instruments,  relating
         primarily to short term  investments  and liquidity  fees,  approximate
         their fair values.

         SEC REGISTRATION FEES

         SEC registration fees are reimbursable to FGIC-SPI,  as a separate item
         at the closing, by issuers, as transactions are consummated.  Such fees
         are deferred when paid, and netted against the related reimbursement as
         transactions are consummated.  Management  evaluates the recoverability
         of such deferred fees at each reporting date.

         EXPENSES

         Direct expenses  incurred by the Parent are fully allocated to FGIC-SPI
         on a specific  identification  basis.  Employee  related  expenses  are
         allocated by  affiliates  to FGIC-SPI  based on the  percentage of time
         such  employees  devote  to  the  activities  of  FGIC-SPI.  Management
         believes that such allocation method is reasonable. Management believes
         that such expenses,  as reported in the statement of income,  would not
         differ  materially  from what expenses would have been on a stand-alone
         basis.

         RESERVE FOR LOSSES

         It is management's  policy to establish a reserve for losses based upon
         its  estimate  of  the  ultimate   aggregate  losses  relative  to  its
         obligations  under the  liquidity  facility  arrangements  written.  At
         September 30, 1998,  management does not anticipate any losses relative
         to such arrangements.

         INCOME TAXES

         Deferred tax assets and  liabilities  are recognized for the future tax
         consequences   attributable   to  differences   between  the  financial
         statement carrying amounts of existing assets and liabilities and their
         respective tax bases,  on a stand alone basis,  as provided in SFAs No.
         109, "Accounting for Income Taxes". These temporary  differences relate
         principally  to  accrued  state  taxes  not  settled  with GE  Capital.
         Deferred  tax assets and  liabilities  are measured  using  enacted tax
         rates  expected to apply to taxable  income in the years in which those
         temporary  differences  are expected to be  recovered  or settled.  The
         effect on deferred tax assets and  liabilities of a change in tax rates
         is recognized in income in the period that includes the enactment date.

(3)      INCOME TAXES

         Under an intercompany  tax-sharing agreement with its parent,  FGIC-SPI
         is included in the consolidated  Federal income tax returns filed by GE
         Capital.  FGIC-SPI  provides  for taxes as if it filed a  separate  tax
         return in accordance with SFAS No. 109.

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

               Liquidity  fees are  received  up-front at the  inception  of the
               contract  and in  installments  over  the  life of the  contract.
               Up-front fees are earned on a  straight-line  basis over the life
               of the  liquidity  commitment,  and  installment  fees are earned
               straight-line  over the installment  period.  For the nine months
               ended  September  30, 1998,  FGIC-SPI  earned  liquidity  fees of
               $5,427,941 compared to $7,525,523 for the nine months ended 1997.
               The decrease in earnings is  primarily  due to a reduction in the
               outstanding  liquidity facility and the renewal of existing deals
               at lower basis points.  FGIC-SPI incurred  ($43,164) and $632,158
               of general and administrative  expenses for the nine months ended
               September  30,  1998 and  1997,  respectively.  The  decrease  in
               general and administrative  expenses is primarily due to a credit
               recognized for prior years commitment fees payable,  waived by GE
               Capital.  The expenses incurred primarily include fees associated
               with establishing the liquidity facilities.

               Liquidity  fees are  received  up-front at the  inception  of the
               contract  and in  installments  over  the  life of the  contract.
               Up-front fees are earned on a  straight-line  basis over the life
               of the  liquidity  commitment,  and  installment  fees are earned
               straight-line over the installment  period. For the third quarter
               of 1998, FGIC-SPI earned liquidity fees of $1,782,598 compared to
               $1,625,073  for  the  three  months  ended  September  30,  1997.
               FGIC-SPI   incurred   ($103,348)  and  $320,905  of  general  and
               administrative  expenses for the three months ended September 30,
               1998  and  1997,  respectively.   The  decrease  in  general  and
               administrative  expenses is primarily due to a credit  recognized
               for prior years  commitment  fees payable,  waived by GE Capital.
               The expenses  incurred  primarily  include fees  associated  with
               establishing the liquidity facilities.

               The Year 2000  Issue is the  result of  computer  programs  being
               written using two digit date fields rather than four to define an
               applicable  year,  which  could  result  in  system  failures  or
               miscalculations causing disruptions in the operations of FGIC-SPI
               and its  suppliers  and  customers.  A Year 2000 Project has been
               instituted at FGIC-SPI. An initial evaluation of FGIC-SPI current
               computer  systems,  software,  suppliers  and  customers has been
               performed,  revealing  that FGIC-SPI has no real Year 2000 Issue.
               While  FGIC-SPI  believes its Year 2000  Project will  adequately
               address  FGIC-SPI  internal  Year 2000 issues,  the overall risks
               associated  with Year 2000 Issue remain  difficult to  accurately
               describe and  quantify,  and there can be no  guarantee  that the
               Year  2000  Issue  will not have a  material  adverse  effect  on
               FGIC-SPI and its operations.

                           PART II - OTHER INFORMATION

Item 1.       Legal Proceedings

              None.

Item 2.       Changes in Securities

              None.

Item 3.       Defaults on Senior Securities

              None.

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

              None.

Item 5.       Other Information

              None.

Item 6.       Exhibits and Reports on Form 8-K

              a)    Exhibits

                    None.

              b)    Reports on Form 8-K

                    None.

                                   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.

                                            FGIC SECURITIES PURCHASE, INC.
                                                      (Registrant)

Date:      November 11, 1998                            /S/
                                            ------------------------------
                                            Ann C. Stern
                                            President (principal
                                            executive officer)

Date:      November 11, 1998                            /S/
                                            ------------------------------
                                            Christopher Jacobs
                                            Treasurer (principal
                                            financial and
                                            accounting officer)