UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   -----------

                                    FORM 10-Q
                                   -----------

[X] QUARTERLY REPORT PURSUANT TO SECTION 12 OR 15(D) OF THE SECURITIES EXCHANGE
                ACT OF 1934 FOR THE QUARTER ENDED MARCH 31, 2004

                                       OR

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

            FOR THE TRANSITION PERIOD FROM ___________ TO ___________

                                   -----------

                         COMMISSION FILE NUMBER 0-19564
                                   -----------

                       MUNICIPAL SECURITIES PURCHASE, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

                DELAWARE                                    13-3633082
(State or other jurisdiction incorporation or    (I.R.S. Employer Identification
            organization)                                       No.),
201 HIGH RIDGE ROAD, STAMFORD, CONNECTICUT  06927         (203) 357-4000
(Address of principal executive offices) (Zip Code)   (Registrant's telephone
                                                     number,including area code)

           SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                      NONE

           SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                               TITLE OF EACH CLASS
                               -------------------

                    COMMON STOCK, PAR VALUE $10.00 PER SHARE

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

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Exchange Act Rule 12b2). Yes     No  X .
                                        ---    ---

Aggregate market value of the outstanding common equity held by nonaffiliates of
the  registrant  as of the last business day of the  registrant's  most recently
completed second fiscal quarter: None.

At May 3, 2004,  10 shares of common  stock with a par value of $10.00 per share
were outstanding.

                       DOCUMENTS INCORPORATED BY REFERENCE

                                      NONE

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>

                       MUNICIPAL SECURITIES PURCHASE, INC.


                                TABLE OF CONTENTS


                                                                            PAGE


PART I.        FINANCIAL INFORMATION

Item 1.    Financial Statements:
                Balance Sheets                                                 1
                Statements of Income                                           2
                Statements of Changes in Stockholder's Equity                  3
                Statements of Cash Flows                                       4
                Notes to Unaudited Interim Financial Statements              5-7


Item 2.    Management's Discussion and Analysis of Financial Condition
           and Results of Operations                                         8-9

Item 4.    Controls and Procedures                                            10


PART II.      OTHER INFORMATION

Item 1.    Legal Proceedings                                                  11
Item 2.    Changes in Securities                                              11
Item 3.    Defaults on Senior Securities                                      11
Item 4.    Submission of Matters to a Vote of Security Holders                11
Item 5.    Other Information                                                  11
Item 6.    Exhibits and Reports on Form 8-K                                   11


Signatures                                                                    12

Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    13-14
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
to Section 906 of the Sarbanes-Oxley Act Of 2002                              15



<PAGE>


                          PART I. FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS


<TABLE>
<CAPTION>
                       MUNICIPAL SECURITIES PURCHASE, INC.

                                 Balance Sheets

                      March 31, 2004 and December 31, 2003

                                                                                  MARCH 31,         DECEMBER 31,
                                                                                     2004               2003
                                           ASSETS                                (Unaudited)

<S>                                                                                 <C>                <C>
Liquidity fees receivable                                                           $ 1,685,634        $ 1,572,969
Due from GE Capital                                                                   5,082,444         39,284,435
                                                                               -----------------  -----------------
             Total assets                                                           $ 6,768,078        $40,857,404
                                                                               =================  =================

               LIABILITIES AND STOCKHOLDER'S EQUITY

Liabilities:
    Deferred liquidity fee income                                                    $  693,889         $  701,593
    Accounts payable and accrued expenses                                               103,719             69,148
    Taxes payable                                                                     2,262,071          2,262,071
                                                                               -----------------  -----------------
             Total liabilities                                                        3,059,679          3,032,812
                                                                               =================  =================

Stockholder's Equity:
    Common stock, par value $10.00 per share. Authorized,
      issued, and outstanding 10 shares                                                     100                100
    Additional paid-in capital                                                          822,145            822,145
    Retained earnings                                                                 2,886,154         37,002,347
                                                                               -----------------  -----------------
             Total stockholder's equity                                               3,708,399         37,824,592
                                                                               -----------------  -----------------
             Total liabilities and stockholder's equity                             $ 6,768,078        $40,857,404
                                                                               =================  =================
</TABLE>


See accompanying notes to unaudited interim financial statements.


                                      - 1 -
<PAGE>

<TABLE>
<CAPTION>
                       MUNICIPAL SECURITIES PURCHASE, INC.

                              Statements of Income

                   Three-months ended March 31, 2004 and 2003

                                   (Unaudited)

                                                                               ------------------------------------
                                                                                       THREE-MONTHS ENDED
                                                                                             MARCH 31
                                                                               ------------------------------------
                                                                                     2004               2003
                                                                               -----------------  -----------------

<S>                                                                                 <C>                <C>
Liquidity fee income                                                                $ 1,578,842        $ 2,262,214
                                                                               -----------------  -----------------
             Total revenues                                                           1,578,842          2,262,214
                                                                               -----------------  -----------------

General and administrative expenses                                                      60,000            184,347
GE capital commitment fees                                                               56,796             69,738
                                                                               -----------------  -----------------
             Total operating expenses                                                   116,796            254,085
                                                                               -----------------  -----------------

             Income before provision for income taxes                                 1,462,046          2,008,129

Income tax expense:
    Federal                                                                             475,896            653,646
    State and local                                                                     102,343            140,569
                                                                               -----------------  -----------------

             Total income tax expense                                                   578,239            794,215
                                                                               -----------------  -----------------

             Net income                                                              $  883,807        $ 1,213,914
                                                                               =================  =================
</TABLE>



                                      - 2 -
<PAGE>

<TABLE>
<CAPTION>
                       MUNICIPAL SECURITIES PURCHASE, INC.

                  Statement of Changes in Stockholder's Equity

                        Three-months ended March 31, 2004

                                                                  ADDITIONAL
                                                  COMMON           PAID-IN           RETAINED
                                                  STOCK            CAPITAL           EARNINGS             TOTAL

<S>                                                  <C>             <C>              <C>                <C>
Balance, December 31, 2002                           $   100         $  822,145       $32,265,191        $33,087,436
             Net income                                    -                  -         4,737,156          4,737,156
                                              ---------------  -----------------  ----------------   ----------------
Balance, December 31, 2003                               100            822,145        37,002,347         37,824,592
             Dividends paid (unaudited)                    -                  -       (35,000,000)       (35,000,000)
             Net income (unaudited)                        -                  -           883,807            883,807
                                              ---------------  -----------------  ----------------   ----------------
Balance, March 31, 2004 (unaudited)                  $   100         $  822,145       $ 2,886,154        $ 3,708,399
                                              ===============  =================  ================   ================
</TABLE>


See accompanying notes to unaudited interim financial statements.


                                      - 3 -
<PAGE>

<TABLE>
<CAPTION>
                       MUNICIPAL SECURITIES PURCHASE, INC.

                            Statements of Cash Flows

                   Three-months ended March 31, 2004 and 2003

                                   (Unaudited)
                                                                               ------------------------------------
                                                                                       THREE-MONTHS ENDED
                                                                                             MARCH 31
                                                                               ------------------------------------
                                                                                     2004               2003
                                                                               -----------------  -----------------

<S>                                                                                  <C>               <C>
Operating activities:
      Net income                                                                     $  883,807        $ 1,213,914
    Adjustments to reconcile net income to net cash
      provided by operating activities:
        Change in taxes payable                                                               -           (270,621)
        Change in due from GE Capital                                                34,201,991         (1,719,120)
        Change in due to affiliates                                                           -          1,102,094
        Change in liquidity fees receivable                                            (112,665)          (325,358)
        Change in deferred liquidity fee income                                          (7,704)           (78,962)
        Change in accounts payable and accrued expenses                                  34,571             78,053
                                                                               -----------------  -----------------
           Cash provided by operating activities                                     35,000,000                  -

Financing activities:
    Dividends paid                                                                  (35,000,000)                 -
                                                                               -----------------  -----------------
           Cash used in financing activities                                        (35,000,000)                 -

           Net change  in cash and cash equivalents                                           -                  -
                                                                               -----------------  -----------------
Cash and cash equivalents at beginning of period                                              -                  -
                                                                               -----------------  -----------------
Cash and cash equivalents at the end of period                                          $     -            $     -
                                                                               -----------------  -----------------
</TABLE>


See accompanying notes to unaudited interim financial statements.


                                      - 4 -
<PAGE>

                       MUNICIPAL SECURITIES PURCHASE, INC.

                 NOTES TO UNAUDITED INTERIM FINANCIAL STATEMENTS

                                 MARCH 31, 2004

(1)           BUSINESS

              Municipal Securities Purchase, Inc. (Municipal-SPI or the Company)
              is a wholly owned  subsidiary  of GE Funding  Holdings  Inc.  (the
              Parent), which is a wholly owned subsidiary of GEI, Inc., which in
              turn is wholly owned by General Electric  Capital  Corporation (GE
              Capital) the ultimate parent of which is General  Electric Company
              (GE).  Until the fourth quarter of 2003, the name of Municipal-SPI
              was  FGIC  Securities  Purchase,   Inc.   Municipal-SPI   provides
              liquidity for certain floating rate municipal  securities  whereby
              Municipal-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 March 31, 2004  Municipal-SPI  had  approximately  $3.7 billion
              (par amount and  interest)  of  potential  obligations  under such
              arrangements.   The   liquidity   facilities   have  a   term   of
              approximately five years (subject to renewal) or less if the bonds
              are no longer  outstanding.  In order to obtain  funds to purchase
              the  securities,  in  the  event  such  purchases  are  necessary,
              Municipal-SPI  has entered into standby  loan  agreements  with GE
              Capital  totaling $3.7 billion as of March 31, 2004 under which GE
              Capital  is  irrevocably  obligated  to lend  funds as needed  for
              Municipal-SPI   to   purchase   the   securities.    Since   2002,
              Municipal-SPI  has not provided any new liquidity  facilities  and
              management  of the Company will  continue to reassess the decision
              in the future.

(2)           SIGNIFICANT ACCOUNTING POLICIES

              The  preparation  of  financial   statements  in  conformity  with
              generally accepted  accounting  principles  requires management to
              make estimates and assumptions  that affect  reported  amounts and
              related  disclosures.  Actual  results  could  differ  from  those
              estimates.

              The  unaudited  interim  financial   statements  of  Municipal-SPI
              contained in this report reflect all normal recurring  adjustments
              necessary,  in the opinion of management,  for a fair statement of
              (a) results of  operations  for the three  months  ended March 31,
              2004 and 2003, (b) the financial position as of March 31, 2004 and
              (c) cash flows for the three months ended March 31, 2004 and 2003.

              These unaudited  interim  financial  statements  should be read in
              conjunction  with  the  financial  statements  and  related  notes
              included in the 2003 Form 10-K.

              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,  Municipal-SPI  considers all highly liquid investments
                  with original  maturities  of three months or less,  which are
                  not with affiliated entities, to be cash equivalents.

                  REVENUE RECOGNITION

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

                                      - 5 -
<PAGE>

                  EXPENSES

                  Direct   expenses   incurred   by  the  Parent  on  behalf  of
                  Municipal-SPI  are  allocated  on  a  specific  identification
                  basis.  Employee  related expenses are allocated by affiliates
                  to  Municipal-SPI   based  on  the  percentage  of  time  such
                  employees devote to the activities of  Municipal-SPI.  For the
                  three-months  ended  March  31,  2004 and  2003,  expenses  of
                  $60,000  and  $173,031,   respectively,   were   allocated  to
                  Municipal-SPI. Management believes that such allocation method
                  is  reasonable,  and that such  expenses,  as  reported in the
                  statement  of  income,  would not differ  materially  from the
                  amount of expenses on a stand-alone basis.

                  COMMITMENT FEES

                  Commitment  fees are accrued as a percentage  of the par value
                  of the outstanding liquidity facilities.

                  RESERVE FOR LOSSES

                  It is  management's  policy to  establish a reserve for losses
                  based upon its estimate of the ultimate losses relative to its
                  obligations under the liquidity facility arrangements written.

                  At March 31, 2004,  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.  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.

                  OTHER COMPREHENSIVE INCOME

                  There are no elements of other comprehensive income.


                                      - 6 -
<PAGE>

(3)           INCOME TAXES

              Under an  intercompany  tax-sharing  agreement  with  its  parent,
              Municipal-SPI is included in the  consolidated  federal income tax
              return that GE company files.  Municipal-SPI provides for taxes as
              if it filed a separate tax return.


                                      - 7 -
<PAGE>


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

              RESULTS OF OPERATIONS

              During 2003 and the three-months ended March 31, 2004, the Company
              did not commit to any new liquidity facilities.

              The total  capacity  of  Municipal-SPI's  liquidity  facility  has
              amounted to $7 billion  since  inception.  At March 31, 2004,  the
              Company had remaining capacity of $0.1 billion.

              Municipal-SPI  earned  liquidity  fees of $1.6  million  and  $2.3
              million  during the  three-months  ended  March 31, 2004 and 2003,
              respectively. The decrease in liquidity fees from 2003 to 2004 was
              primarily  due to the  maturity  of 15  contracts  during the last
              three quarters of 2003. The total  liquidity  facility in force as
              of March 31, 2004 and December 31, 2003 was $3.7 and $3.8 billion,
              respectively.

              OPERATING EXPENSES

              Municipal-SPI  incurred  $0.1  million  and $0.3  million of total
              operating  expenses during the  three-months  ended March 31, 2004
              and 2003, respectively.  Included in total operating expenses were
              commitment  fees  owed  to GE  Capital,  which  are  based  on the
              outstanding par in force on each of the liquidity  facilities at a
              rate of 0.625  basis  points.  Commitment  fees were  $56,796  and
              $69,738  for the  three-months  ended  March  31,  2004 and  2003,
              respectively.  The decrease in  commitment  fees from 2003 to 2004
              corresponds  with the  respective  fluctuation  in liquidity  fees
              earned  which are also  based  upon the par in force  outstanding.
              Total operating  expenses also includes general and administrative
              expenses, which are principally comprised of intercompany overhead
              expense allocations.  Such allocations  decreased from $173,031 in
              2003 to $60,000 in 2004 due to a continued  decrease in  allocated
              expenses  resulting  from  the  decline  in  number  of  liquidity
              facilities written.

              INCOME TAX EXPENSE

              The  effective  Federal tax rate during 2003 and 2002 was equal to
              the Federal corporate tax rate of 35% giving  consideration to the
              benefit for the deduction of state taxes of 7%.

              CAPITAL RESOURCES AND LIQUIDITY

              Liquidity is a measure of the ability to generate  sufficient cash
              to meet cash  obligations  as they come due.  The  largest  use of
              potential  liquidity  would be if the  Company  were  required  to
              purchase all  securities  under the liquidity  facilities  issued.
              Since inception, the Company has not been required to purchase any
              securities.   If  the  Company  were  required  to  purchase  such
              securities, Municipal-SPI would draw on the standby loan agreement
              with GE Capital.  Since the standby loan agreement with GE Capital
              is  irrevocable  during the period the  liquidity  agreements  are
              outstanding  the Company  believes it has sufficient  liquidity in
              the event that it is required to fund any draw under the liquidity
              facilities issued.

              Municipal-SPI's other primary source of cash is from liquidity fee
              income.  The Company  believes  that such income and access to the
              intercompany receivable from GE Capital ($5.1 million at March 31,
              2004)  is  sufficient  to  fund  the  general  and  administration
              expenses of the Company.

                                      - 8 -
<PAGE>

              Net cash provided by operating  activities was $35 million for the
              three-months  ended  March 31,  2004 as the  Company  collected  a
              portion  of the  intercompany  receivable  from  GE  Capital.  The
              Company used the cash to pay a $35 million  dividend to the Parent
              resulting  in a $35  million  financing  cash  outflow  during the
              three-months  ended  March  31,  2004.  There  were no cash  flows
              related to  investing  activities  for the years  ended  March 31,
              2004.

              Net cash provided by operating activities was $0 and there were no
              cash flows related to investing and financing  activities  for the
              three-months ended March 31, 2003.

              CRITICAL ACCOUNTING POLICIES

              Some  accounting  policies may be critical to the portrayal of the
              Company's financial  condition and results of operations,  as they
              require  management  to establish  estimates  based on  subjective
              judgments.

              The Company's accounting policy with respect to the recognition of
              revenue was considered a critical  accounting  policy.  Management
              estimates that the risk of being  required to purchase  securities
              under the standby  agreements is distributed  evenly over the life
              of  the  liquidity   facilities;   therefore  revenue  recognition
              policies  have been adopted to recognize  revenue  evenly over the
              life of the  liquidity  facilities.  Depending  on the  method  of
              payment set forth in the liquidity  facility,  fees may be paid up
              front and  recognized  over the life of the  facility,  or paid in
              installments and recognized over the installment period.


                                      - 9 -
<PAGE>


ITEM 4.       CONTROLS AND PROCEDURES

              Under the  direction of our Chairman of the Board  (serving as the
              principal  executive  officer)  and Chief  Financial  Officer,  we
              evaluated  our  disclosure  controls and  procedures  and internal
              control  over  financial  reporting  and  concluded  that  (i) our
              disclosure  controls and procedures were effective as of March 31,
              2004  and  (ii) no  change  in  internal  control  over  financial
              reporting  occurred  during the quarter  ended March 31, 2004 that
              has  materially  affected,  or is reasonably  likely to materially
              affect, such internal control over financial reporting.


                                     - 10 -
<PAGE>

                           PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

         Omitted

Item 2.  CHANGES IN SECURITIES

         Omitted

Item 3.  DEFAULTS ON SENIOR SECURITIES

         Omitted

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Omitted

Item 5.  OTHER INFORMATION

         Omitted

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a)     Exhibits

                Exhibit  31.1 -  Certification  Pursuant  to Section  302 of the
                Sarbanes-Oxley Act of 2002

                Exhibit  31.2 -  Certification  Pursuant  to Section  302 of the
                Sarbanes-Oxley Act of 2002

                Exhibit 32 - Certification Pursuant to 18 U.S.C. Section 1350 as
                Adopted  Pursuant  to Section 906 of the  Sarbanes-Oxley  Act of
                2002


         b)     Reports on Form 8-K

                Omitted


                                     - 11 -
<PAGE>


                                   SIGNATURES


Pursuant to the requirements of the Securities Act of 1934, this report has been
signed by the following persons in the capacities and on the dates indicated.


<TABLE>
<CAPTION>
         SIGNATURE                                   TITLE                                         DATE
-------------------------------    -----------------------------------------------      ---------------------------

<S>                                   <C>                                               <C>
                                      Chairman (principal executive officer)
         /s/ Brian Wenzel                            Director                           May 4, 2004
-------------------------------                                                         ---------------------------
             Brian Wenzel

                                      Vice President and Treasurer (principal
         /s/ Kathleen Gan                 financial and accounting officer)             May 4, 2004
-------------------------------                                                         ---------------------------
             Kathleen Gan
</TABLE>


                                     - 12 -
<PAGE>

                                                                    EXHIBIT 31.1
                                  CERTIFICATION
I, Brian Wenzel, certified that:

(1)      I have  reviewed  this  quarterly  report  on Form  10-Q  of  Municipal
         Securities Purchase, Inc. (the Company);

(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  officer 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))  for  the
         registrant and we have:

         (a)  designated 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 other  within  those  entities,  particularly  during the
              period in which this quarterly report is being prepared;

         (b)  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 quarterly
              report based on such evaluation (the Evaluation Date); and

         (c)  disclosed in this quarterly  report and change in the registrant's
              internal control over financial reporting that occurred during the
              registrant's  most  recent  fiscal  quarter  that  has  materially
              affected,  or is  reasonably  likely  to  materially  affect,  the
              registrant's internal control over financial reporting; and

(5)      The registrant's other certifying  officer and I have disclosed,  based
         on our most recent  evaluation  of  internal  controls  over  financial
         reporting,  to the registrant's auditors and the audit committee of the
         registrant's board of directors;

         (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:  May 4, 2004                                /s/ Brian Wenzel
                                                  ----------------

                                                  Brian Wenzel
                                                  Chairman
                                                  (principal executive officer)


                                     - 13 -
<PAGE>



                                                                    EXHIBIT 31.2
                                  CERTIFICATION
I, Kathleen Gan, certified that:

(1)      I have  reviewed  this  quarterly  report  on Form  10-Q  of  Municipal
         Securities Purchase, Inc. (the Company);

(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  officer 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))  for  the
         registrant and we have:

         (a)  designated 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 other  within  those  entities,  particularly  during the
              period in which this quarterly report is being prepared;

         (b)  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 quarterly
              report based on such evaluation (the Evaluation Date); and

         (c)  disclosed in this quarterly  report and change in the registrant's
              internal control over financial reporting that occurred during the
              registrant's  most  recent  fiscal  quarter  that  has  materially
              affected,  or is  reasonably  likely  to  materially  affect,  the
              registrant's internal control over financial reporting; and

(5)      The registrant's other certifying  officer and I have disclosed,  based
         on our most recent  evaluation  of  internal  controls  over  financial
         reporting,  to the registrant's auditors and the audit committee of the
         registrant's board of directors;

         (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:  May 4, 2004                                  /s/ Kathleen Gan
                                                    ----------------
                                                    Kathleen Gan
                                                    Vice President and Treasurer
                                                    (principal financial and
                                                    accounting officer)


                                     - 14 -
<PAGE>

                                                                      EXHIBIT 32

                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 Municipal Securities  Purchase,  Inc.
(the  Registrant)  on Form 10-Q for the  three-months  ended March 31, 2004,  as
filed with the  Securities  and  Exchange  Commission  on the date  hereof  (the
Report),  we, Brian Wenzel and Kathleen  Gan,  Chairman and Vice  President  and
Treasurer,  respectively, of the Registrant, herby certify pursuant to 18 U.S.C.
Section 1350, as adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of
2002, that:

(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 registrant.




Date:  May 4, 2004                                 /s/ Brian Wenzel
                                                   ----------------

                                                   Brian Wenzel
                                                   Chairman
                                                   (principal executive officer)



Date:  May 4, 2004                                 /s/ Kathleen Gan
                                                   ----------------

                                                   Kathleen Gan
                                                   Vice President and Treasurer
                                                   (principal financial and
                                                   accounting officer)


                                     - 15 -
<PAGE>