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 JUNE 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 AUGUST 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.


<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



PART II. OTHER INFORMATION

      Item 1 - Item 6                                                     10


      Signatures                                                          11


<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                                                       JUNE 30,            DECEMBER 31,
                                                               1998                  1997
                                                           -------------        --------------
                                                            (UNAUDITED)

<S>                                                      <C>                  <C>
Short-term investments                                    $     123,134        $     117,390
Liquidity fees receivable                                     1,118,901            1,278,386
Due from affiliates                                          21,994,242           18,408,928
Deferred tax asset                                            1,964,632            1,964,434
Other assets                                                    438,599              456,074
                                                          -------------        -------------

     Total assets                                         $  25,639,508        $  22,225,212
                                                          =============        =============


LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:

Deferred liquidity fee income                                  $249,556             $211,178
Due to affiliates                                                69,948              140,980
Commitment fees payable to GE Capital                            82,345              822,145
Accounts payable and accrued expenses                           306,762              283,259
Taxes payable                                                 9,419,924            8,087,541
                                                             ----------            ---------

     Total liabilities                                       10,128,535            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                                            14,688,728           12,680,009
                                                            -----------          -----------

     Total stockholder's equity                              15,510,973           12,680,109
                                                            -----------          -----------

     Total liabilities and stockholder's equity             $25,639,508          $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 SIX MONTHS
                                                    ENDED JUNE 30,                 ENDED JUNE 30,
                                                1998           1997            1998             1997
                                                ----           ----            ----             ----

<S>                                        <C>             <C>             <C>             <C>
Liquidity fee income                         $1,875,176      $2,959,403      $3,645,343      $5,900,449

Investment income                                 5,744               -           5,744               -
                                            -----------     -----------     -----------     -----------
Total revenues                                1,880,920       2,959,403       3,651,087       5,900,449

General and administrative expenses             152,944         187,005         310,183         311,253
                                            -----------     -----------     -----------     -----------
Income before provision for income taxes      1,727,976       2,772,398       3,340,904       5,589,196
                                            -----------     -----------     -----------     -----------

Provisions for income taxes

   Federal                                      559,432         897,563       1,081,617       1,809,503

   State and local                              129,598         207,930         250,568         419,190
                                            -----------     -----------     -----------     -----------
Total provisions for income taxes               689,030       1,105,493       1,332,185       2,228,693
                                            -----------     -----------     -----------     -----------
Net income                                   $1,038,946      $1,666,905      $2,008,719      $3,360,503
                                            ===========     ===========     ===========     ===========
</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 SIX MONTHS ENDED
                                                                                       JUNE 30,
                                                                                1998             1997
                                                                            -------------    -------------
OPERATING ACTIVITIES:

<S>                                                                          <C>               <C>
Net income                                                                    $2,008,719        $3,360,503
   Adjustments to reconcile net
   income to net cash provided by
   operating activities:
      Deferred income tax expense                                                   (198)         (178,468)
      Change in taxes payable                                                  1,332,383         2,407,160
      Change in due from affiliates                                           (3,585,314)       (4,866,978)
      Change in due to affiliates                                                (71,032)                -
      Change in other assets                                                      17,475                 -
      Change in liquidity fees receivable                                        159,485          (801,949)
      Change in deferred liquidity fee income                                     38,378           (16,627)
      Change in accounts payable and accrued expenses                             23,503             5,641
      Change in commitment fees payable to GE Capital                             82,345            90,718
                                                                              ----------        ----------

     Cash provided by operating activities                                         5,744                 -
                                                                              ----------        ----------

     Net change in cash and cash equivalents                                       5,744                 -
                                                                              ----------        ----------

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

   Cash and cash equivalents at end of period                                   $123,134          $109,277
                                                                              ==========        ==========


  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
                                 JUNE 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 June  30,  1998,  FGIC-SPI  had
     approximately  $2.7 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 June 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  quarter  ended  June  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 reducing  reported earnings by $150,312 for both
     the three and six month periods ended June 30, 1998.  Additionally,  as a
     result of this accounting  change, at June 30, 1998,  deferred tax asset,
     commitment  fees  payable to GE  Capital,  taxes  payable,  and  retained
     earnings  were  reduced  by $6,563,  $572,145,  $106,251,  and  $150,312,
     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 six months ending June
     30,  1998 and  1997,  (b) the  financial  position  at June 30,  1998 and
     December  31,  1997,  and (c) cash  flows for the six  months  ended June
     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 six 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 June 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 six months ended June 30, 1998, FGIC-SPI
         earned  liquidity  fees of $3,645,343  compared to $5,900,449 for the
         six 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 $310,183 and
         $311,255 of general and  administrative  expenses  for the six months
         ended June 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 second quarter of 1998,  FGIC-SPI earned
         liquidity  fees of $1,875,176  compared to  $2,959,403  for the three
         months ended June 30, 1997.  FGIC-SPI  incurred $152,944 and $187,005
         of general and  administrative  expenses  for the three  months ended
         June 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 quarter  ended June 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 reducing  reported  earnings by
         $150,312  for both the  three and six month  periods  ended  June 30,
         1998.  Additionally,  as a result of this accounting  change, at June
         30, 1998, deferred tax asset,  commitment fees payable to GE Capital,
         taxes  payable,   and  retained  earnings  were  reduced  by  $6,563,
         $572,145,  $106,251,  and  $150,312,   respectively,  and  additional
         paid-in-capital was increased by $822,145.


                                    Page 9


<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 10


<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 11