UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549



                                  FORM 10-Q/A


                               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, NY 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, 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.


<PAGE>


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 - 8


      Item 2.  Management's Discussion and Analysis of
               Financial Condition and Results of
               Operations                                                9, 10



PART II. OTHER INFORMATION

      Item 1 - Item 6                                                       11


      Signatures                                                            12


<PAGE>


ITEM 1.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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


<TABLE>
<CAPTION>
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                                        1,920,119           1,964,434
Other assets                                                438,599             456,074
                                                        -----------         -----------

     Total assets                                       $27,330,286         $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                       123,345             822,145
Accounts payable and accrued expenses                       306,761             283,259
Taxes payable                                             6,951,119           8,087,541
                                                        -----------         -----------

     Total liabilities                                   10,834,709           9,545,103
                                                        -----------         -----------

Stockholder's Equity:

Common stock, par value $10.00 per share;
     10 shares authorized, issued and outstanding               100                 100
     Additional paid in capital                             822,145                   -
Retained earnings                                        15,673,332          12,680,009
                                                        -----------         -----------

     Total stockholder's equity                          16,495,577          12,680,109
                                                        -----------         -----------

     Total liabilities and stockholder's equity         $27,330,286         $22,225,212
                                                        ===========         ===========
</TABLE>









            See accompanying notes to interim financial statements.

                                    Page 3


<PAGE>


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


<TABLE>
<CAPTION>
                                                         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                       146,652         320,905        456,836         632,158
                                                      -----------     -----------    -----------     -----------
Income before provision for income taxes                1,637,598       1,312,281      4,978,501       6,901,478
                                                      -----------     -----------    -----------     -----------

Provisions for income taxes

   Federal                                                530,172         424,851      1,611,790       2,234,354

   State and local                                        122,820          98,421        373,388         517,610
                                                      -----------     -----------    -----------     -----------
Total provisions for income taxes                         652,992         523,272      1,985,178       2,751,964
                                                      -----------     -----------    -----------     -----------
Net income                                              $ 984,606        $789,009     $2,993,323      $4,149,514
                                                      ===========     ===========    ===========     ===========
</TABLE>








            See accompanying notes to interim financial statements

                                    Page 4


<PAGE>


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



<TABLE>
<CAPTION>
                                                                                FOR THE NINE MONTHS ENDED
                                                                                      SEPTEMBER 30,
                                                                                  1998             1997
                                                                             -------------     ------------
OPERATING ACTIVITIES:

<S>                                                                          <C>              <C>
Net income                                                                    $2,993,323       $4,149,514
   Adjustments to reconcile net
   income to net cash provided by
   operating activities:
      Deferred income tax expense                                                 44,315         (576,346)
      Change in taxes payable                                                 (1,136,422)        (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                                                      17,475          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                            123,345          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
                                                                              ==========       ==========


  SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

     Waived commitment fees payable to GE Capital                              $ 822,145                -
                                                                              ==========       ==========
</TABLE>








            See accompanying notes to interim financial statements.

                                    Page 5


<PAGE>


                        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)  RESTATEMENTS
     ------------

     On December 28, 1998,  the Company  determined  that certain  adjustments
     should be made to the Company's  previously  issued financial  statements
     for the quarters ended June 30, 1998 and September 30, 1998, to reflect a
     change  in  the  accounting  treatment  with  respect  to  stand-by  loan
     commitment fees waived by GE Capital.

     The Company  initially  recorded such fees as general and  administrative
     expenses in years 1994 through 1997.  In May of 1998,  GE Capital  waived
     all such fees previously  accrued through  December 31, 1997. The Company
     initially recorded the waiving of such fees as a reduction of general and
     administrative expenses.

     Upon subsequent  review,  the Company determined that the waiving of such
     fees should have been recorded as additional paid-in-capital.

     The effect of this accounting  change resulted in the Company  increasing
     expenses by $250,000 and $500,000,  respectively,  and reducing  reported
     earnings by $150,312 and $300,624,  respectively,  for the three and nine
     month periods ended September 30, 1998. Additionally, as a result of this
     accounting change, at September 30, 1998, deferred tax asset,  commitment
     fees payable to GE Capital,  taxes  payable,  and retained  earnings were
     reduced by $13,125, $322,145, $212,500, and $300,624,  respectively,  and
     additional paid-in-capital was increased by $822,145.

(3)  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:


                                    Page 6


<PAGE>


     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.

     COMMITMENT FEES

     The commitment fees are accrued on the outstanding  liquidity  facilities
     (see Note 4).

     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.


                                    Page 7


<PAGE>


(4)  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.

(5)  CAPITAL CONTRIBUTION
     --------------------

     In May of 1998,  GE Capital  waived all  Stand-by  loan  commitment  fees
     previously  accrued  through  December 31, 1997.  Total fees  amounted to
     $822,145.   Such  fees  were   originally   recorded   as   general   and
     administrative  expenses (years 1994 through 1997). The total waived fees
     have been recorded as additional  paid-in capital.  No further waiving of
     fees is anticipated in future periods.


                                    Page 8


<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS.

         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
         $456,836 and $632,158 of general and administrative  expenses for the
         nine months ended September 30, 1998 and 1997, respectively.

         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  $146,652 and
         $320,905 of general and administrative  expenses for the three months
         ended September 30, 1998 and 1997, respectively.

         In May of 1998, GE Capital waived all Stand-by loan  commitment  fees
         previously  accrued through December 31, 1997. Total fees amounted to
         $822,145.   Such  fees  were  originally   recorded  as  general  and
         administrative  expenses (years 1994 through 1997).  The total waived
         fees have been recorded as  additional  paid-in  capital.  No further
         waiving of fees is anticipated in future periods.

         RESTATEMENTS

         On December 28, 1998, the Company determined that certain adjustments
         should  be  made  to  the  Company's   previously   issued  financial
         statements  for the quarters  ended June 30, 1998 and  September  30,
         1998, to reflect a change in the accounting treatment with respect to
         stand-by loan commitment fees waived by GE Capital.

         The   Company   initially   recorded   such  fees  as   general   and
         administrative  expenses in years 1994 through  1997. In May of 1998,
         GE Capital waived all such fees previously  accrued through  December
         31, 1997. The Company initially  recorded the waiving of such fees as
         a reduction of general and administrative expenses.

         Upon subsequent  review,  the Company  determined that the waiving of
         such fees should have been recorded as additional paid-in-capital.

         The  effect  of  this  accounting  change  resulted  in  the  Company
         increasing  expenses  by $250,000  and  $500,000,  respectively,  and
         reducing  reported  earnings by $150,312 and $300,624,  respectively,
         for the  three and nine  month  periods  ended  September  30,  1998.
         Additionally, as a result of this accounting change, at September 30,
         1998,  deferred  tax asset,  commitment  fees  payable to GE Capital,
         taxes  payable,  and  retained  earnings  were  reduced  by  $13,125,
         $322,145,  $212,500,  and  $300,624,   respectively,  and  additional
         paid-in-capital was increased by $822,145.


                                    Page 9


<PAGE>


         Y2K

         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.


                                    Page 10


<PAGE>


                          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.


                                    Page 11


<PAGE>


                                  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:    December 30, 1998         /s/ Ann C. Stern
       ---------------------      ---------------------------------------------
                                   Ann C. Stern, President
                                   (Principal executive officer)

Date:    December 30, 1998         /s/ Christopher Jacobs
       ---------------------      ---------------------------------------------
                                   Christopher Jacobs, Treasurer
                                   (Principal financial and accounting officer)


                                    Page 12