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 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, 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 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.





                                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.


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



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

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                          1,971,195                1,964,434
Other assets                                  438,599                  456,074
                                          -----------              -----------

   Total assets                           $25,646,071              $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         654,490                  822,145
Accounts payable and accrued expenses         306,760                  283,259
Taxes payable                               9,526,175                8,087,541
                                           ----------                ---------

   Total liabilities                       10,806,929                9,545,103
                                           ----------                ---------

Stockholder's Equity:

Common stock, par value $10.00
  per share; 10 shares authorized,
  issued and outstanding                          100                      100
Retained earnings                          14,839,040               12,680,009
                                          -----------              -----------

   Total stockholder's equity              14,839,140               12,680,109
                                          -----------              -----------

   Total liabilities and
     stockholder's equity                 $25,646,069              $22,225,212
                                          ===========              ===========









             See accompanying notes to interim financial statements.
                                     Page 3




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

                                  FOR THE THREE MONTHS    FOR THE SIX MONTHS
                                      ENDED JUNE 30,        ENDED JUNE 30,

                                     1998        1997        1998        1997
                                     ----        ----        ----        ----
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  (97,056)    187,005      60,183     311,253
                                  ----------   ---------   ---------   ---------
Income before provision for
 income taxes                      1,977,976   2,772,398   3,590,904   5,589,196
                                  ----------   ---------   ---------   ---------
Provisions for income taxes
  Federal                            640,370     897,563   1,162,555   1,809,503
  State and local                    148,348     207,930     269,318     419,190
                                  ----------   ---------   ---------   ---------
Total provisions for income taxes    788,718   1,105,493   1,431,873   2,228,693
                                  ----------   ---------   ---------   ---------
Net income                        $1,189,258  $1,666,905  $2,159,031  $3,360,503
                                  ==========  ==========  ==========  ==========














             See accompanying notes to interim financial statements
                                     Page 4




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


                                                    FOR THE SIX MONTHS ENDED
                                                           JUNE 30,
                                                        1998            1997
                                                    -----------      -----------



OPERATING ACTIVITIES:

Net income                                           $2,159,031       $3,360,503
 Adjustments to reconcile net
 income to net cash provided by
 operating activities:

  Deferred income tax expense                            (6,761)       (178,468)
  Change in taxes payable                             1,438,634        2,407,160
  Change in due from affiliates                      (3,585,314)     (4,866,978)
  Change in due to affiliates                           (71,031)               -
  Change in other assets                                 17,476                -
  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        23,501            5,641
  Change in commitment fees payable to GE Capital      (167,655)          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
                                                     ===========      ==========









             See accompanying notes to interim financial statements.
                                     Page 5



                         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)      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:

         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.

                                     Page 6






         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 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.

(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.

                                     Page 7




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 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  $60,183 and
         $311,255  of general  and  administrative  expenses  for the six months
         ended June 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 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 ($97,055) and $187,005 of
         general and administrative expenses for the three months ended June 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.

                                     Page 8





                           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 9





                                   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:  8/14/98                             /s/
                                           ------------------------------
                                                  Ann C. Stern
                                                  President (principal
                                                  executive officer)

Date:  8/14/98                             /s/
                                           ------------------------------
                                                  Christopher Jacobs
                                                  Treasurer (principal
                                                  financial and
                                                  accounting officer)


                                     Page 10