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

                                    FORM 10-K
(mark one)
[ X ] Annual Report Pursuant to Section 13 or 15 (d) of the Securities Exchange
Act of 1934

               For the fiscal year ended December 31, 1996

[   ] Transition Report Pursuant to Section 13 or 15 (d) of the Securities
Exchange Act of 1934

                           Commission File No. 0-20552

                          DYNEX SECURITIES CORPORATION
                 (Formerly SMFC Mortgage Securities Corporation)
          (Exact name of registrant as specified in its charter)

                Virginia                                   52-1739975
(State or other jurisdiction                   (IRS Employer Identification No.)
of incorporation or organization)

10900 Nuckols Road,3rd Floor, Glen Allen, Virginia                  23060
(Address or principal executive offices)                         (Zip Code)


    Registrant's telephone number, including area code (804) 217-5800

    Securities registered pursuant to Section 12(b) of the Act: NONE

    Securities registered pursuant to Section 12(g) of the Act: NONE

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 XX No___

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

Aggregate  market  value of voting  stock  held by  nonaffiliates  of the
registrant as of the latest practicable date, February 28, 1997:  NONE

As of February 28, 1997, the latest  practicable  date, there were 10,000 shares
of Dynex Securities Corporation common stock outstanding.

The registrant meets the conditions set forth in General Instruction J(1)(a) and
(b) of Form  10-K  and,  therefore,  is  furnishing  the  abbreviated  narrative
disclosure specified in Paragraph (2) of General Instruction J.



<PAGE>

<TABLE>
<CAPTION>


                          DYNEX SECURITIES CORPORATION
                          1996 FORM 10-K ANNUAL REPORT
                                TABLE OF CONTENTS


                                                                    Page Number

PART I.
       <S>       <C>                                                      <C>
      Item 1.  Business                                                    3
      Item 2.  Properties                                                  4
      Item 3.  Legal Proceedings                                           4
      Item 4.  Submission of Matters to a Vote of Security Holders         4

PART II.

      Item 5.  Market for  Registrant's  Common  Equity  and  Related
               Stockholder Matters                                         4
      Item 6.  Selected Financial Data                                     4
      Item 7.  Management's  Discussion and Analysis of Financial
               Condition and Results of Operations                         4
      Item 8.  Financial Statements and Supplementary Data                 4
      Item 9.  Changes In and Disagreements with Accountants on Accounting
               and Financial Disclosure                                    7
PART III.

      Item 10. Directors and Executive Officers of the Registrant          7
      Item 11. Executive Compensation                                      7
      Item 12. Security  Ownership of Certain  Beneficial  Owners and
               Management                                                  7
      Item 13. Certain Relationships and Related Transactions              7

PART IV.

      Item 14. Exhibits, Financial Statement  Schedules and Reports
               on Form 8-K                                                 7

SIGNATURES                                                                15
</TABLE>


<PAGE>


                                     PART I
Item 1.    Business

Dynex Securities  Corporation (the Company),  formerly SMFC Mortgage  Securities
Corporation,  was  incorporated  in Virginia on July 8, 1992 as a  wholly-owned,
limited-purpose  financing  subsidiary of SMFC Funding  Corporation,  a Virginia
Corporation (SMFC). SMFC is a wholly-owned subsidiary of SMFC Holding, Inc. SMFC
Holding,  Inc. is consolidated with Resource  Mortgage  Capital,  Inc. (RMC) for
financial reporting  purposes.  The Company changed its name to Dynex Securities
Corporation effective December 3, 1996.

The Company was organized to facilitate  the  securitization  of mortgage  loans
through  the  issuance  and  sale of  certificates  of  participation  (Mortgage
Securities) and collateralized  mortgage obligations (the Bonds). The Bonds will
be issued  pursuant to an indenture or indentures  and will be secured by one or
more of the following:  mortgage loans,  Federal National  Mortgage  Association
Mortgage-Backed Certificates, insurance policies, and various accounts and funds
(collectively,  the  Collateral).  The  Collateral for a series of Bonds will be
pledged to a trustee.  The  Mortgage  Securities  will  represent  a  percentage
interest  in a pool  of  Collateral  purchased  by a  trust  established  by the
Company.

After  payment  of  the  expenses  of an  offering  and  certain  administrative
expenses, the net proceeds from an offering of Mortgage Securities or Bonds will
be used to purchase  Collateral  from SMFC, the Company (in the case of Mortgage
Securities issued by a trust) or various third parties. SMFC, its affiliates and
the Company can be expected to use the proceeds to reduce indebtedness  incurred
to obtain mortgage loans used as Collateral or to acquire additional Collateral.

After the  issuance of a series of Bonds,  the  Company may sell the  Collateral
securing that series of Bonds, subject to the lien of the Bonds.

From the date of its  inception to December 31, 1996,  the Company has issued 30
series of Mortgage  Securities  on behalf of SMFC  totaling $6.7 billion and has
not issued any series of Bonds.  During 1996 and 1995,  the Company  issued none
and $278 million, respectively, of Mortgage Securities on behalf of SMFC.

The Mortgage  Securities and Bonds and the related  Collateral are excluded from
the financial  statements  of the Company  since the issuance of these  Mortgage
Securities  and Bonds has been accounted for by SMFC as a sale of the associated
Collateral in accordance with generally accepted accounting principles.

At December 31, 1996,  the Company had $1.4 billion of securities  remaining for
issuance under a registration  statement  filed with the Securities and Exchange
Commission in October 1994.  Securities sold through  private  placements by the
Company  do not  reduce  the  amount  available  under  the  shelf  registration
statements.

Substantially all classes of Mortgage  Securities issued,  except for those sold
in a private  placement,  have been rated in the two highest categories (i.e. AA
or AAA) by one or more nationally  recognized  statistical rating agencies.  The
Company  anticipates  issuing  additional  Mortgage  Securities and Bonds in the
future.

The Company  competes in a national market with other private  conduits,  thrift
institutions,   and  financial  firms.  Economic  conditions,   interest  rates,
regulatory  changes and market  dynamics all influence  the mortgage  securities
market.



<PAGE>


Item 2.    Properties

The Company has no physical properties.

Item 3.    Legal Proceedings

None.

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

Information in response to this Item is omitted pursuant to General  Instruction
J.

                                     PART II

Item 5.    Market  for  the   Registrant's   Common  Equity  and  Related
Stockholder Matters

All  of  the  Company's  outstanding  common  stock  is  owned  by  SMFC.
Accordingly,  there is no market for its common  stock.  The  Company has
paid no dividends with respect to its common stock.

Item 6.    Selected Financial Data

Information  in  response  to this Item is  omitted  pursuant  to General
Instruction J. (See Item 7)

Item 7.    Management's  Discussion  and Analysis of Financial  Condition
and Results of Operations

Information in response to this Item is omitted pursuant to General  Instruction
J.

Since inception, the Company has used its shelf registration statements to issue
Mortgage  Securities on behalf of SMFC. The Mortgage  Securities and the related
mortgage  collateral  are excluded from the financial  statements of the Company
since the issuance of these Mortgage Securities have been accounted for as sales
of the associated  collateral in accordance with generally  accepted  accounting
principles.  All fees and  related  expenses in  connection  with  issuance  and
administrative  services related to the Mortgage  Securities are recorded in the
financial statements of SMFC.

Item 8.  Financial Statements and Supplementary Data

AUDITED FINANCIAL STATEMENTS

DYNEX SECURITIES CORPORATION

December 31, 1996 and 1995

<TABLE>
<CAPTION>
<S>                                                      <C>

Independent Auditors' Report..............................5
Balance Sheets............................................6
Notes to Balance Sheets...................................6
</TABLE>



<PAGE>










                          Independent Auditors' Report



Board of Directors
Dynex Securities Corporation:



We have audited the accompanying balance sheets of Dynex Securities  Corporation
(a wholly-owned subsidiary of SMFC Funding Corporation),  formerly SMFC Mortgage
Securities  Corporation,  as of  December  31,  1996 and 1995.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether  the  balance  sheet  is free of  material
misstatement.  An audit of the  balance  sheet  includes  examining,  on a test
basis, evidence supporting the amounts and disclosures in that balance sheet. An
audit of a balance sheet also includes assessing the accounting  principles used
and significant estimates made by management,  as well as evaluating the overall
balance  sheet  presentation.  We believe that our audits of the balance  sheets
provide a reasonable basis for our opinion.

In our opinion,  the balance sheets  referred to above presents  fairly,  in all
material respects,  the financial position of Dynex Securities Corporation as of
December 31, 1996 and 1995 in  conformity  with  generally  accepted  accounting
principles.




                                                    KPMG PEAT MARWICK LLP


March 26, 1997




<PAGE>


DYNEX SECURITIES CORPORATION

BALANCE SHEETS
December 31, 1996 and 1995
<TABLE>
<CAPTION>
                                                                   1996     1995
                                                                 -------  --------
<S>                                                               <C>       <C>
ASSETS
Cash                                                            $10,000  $10,000
                                                                =======  ========
STOCKHOLDER'S EQUITY
Common Stock, no par value;
    10,000 shares authorized, issued and outstanding            $10,000  $10,000
                                                                =======  ========

<FN>
See accompanying notes to the financial statements.
</FN>
</TABLE>


NOTES TO BALANCE SHEETS

December 31, 1996 and 1995

NOTE 1 - FORMATION OF THE COMPANY

Dynex Securities  Corporation (the Company),  formerly SMFC Mortgage  Securities
Corporation,  is a wholly-owned  subsidiary of SMFC Funding  Corporation (SMFC).
The Company was organized to facilitate  the  securitization  of mortgage  loans
through  the  issuance  and  sale of  certificates  of  participation  (Mortgage
Securities) and collateralized mortgage obligations (the Bonds).

The Mortgage  Securities and the related  mortgage  collateral are excluded from
the financial  statements  of the Company  since the issuance of these  Mortgage
Securities  has  been  accounted  for  as a  sale  of  the  associated  mortgage
collateral  in  accordance  with  generally  accepted   accounting   principles.
Accordingly,  the statements of earnings,  retained  earnings and cash flows for
the years ended December 31, 1996, 1995 and 1994 have not been provided.

NOTE 2 - SECURITIES ISSUANCES

The Company uses its shelf registration statements to issue securities on behalf
of other companies.  For the year ended December 31, 1996, the Company issued no
Mortgage  Securities  on behalf of SMFC.  The Company did not issue any Bonds in
1996, 1995 or 1994. The outstanding  aggregate principal balance at December 31,
1996 and 1995 of  securities  issued by the  Company  was $3.7  billion and $4.8
billion, respectively. These securities were secured by mortgage collateral with
an outstanding  aggregate  principal balance of $3.7 billion and $4.8 billion at
December 31, 1996 and 1995, respectively.

At December 31, 1996, the Company had $1.4 billion  remaining for issuance under
registration statements filed with the Securities and Exchange Commission.

All fees and  expense  related  to  issuance  and  administrative  services  for
securities issued under the Company's shelf registration statements are recorded
in the financial statements of SMFC.

NOTE 3 - SUBSEQUENT EVENTS

On January 1, 1997, SMFC  dividended all of the outstanding  stock of the
Company,   represented  by  10,000  shares  of  Common  Stock,  to  Dynex
Holding,   Inc.,   an  affiliate   company.   Dynex   Holding,   Inc.  is
consolidated  with  Resource   Mortgage   Capital,   Inc.  for  financial
reporting purposes.


<PAGE>


Item 9. Changes In and  Disagreements  with Accountants on Accounting and
        Financial Disclosure

        None

                                    PART III

Item 10.  Directors and Executive Officers of the Registrant

          Information  in  response  to this Item is  omitted  pursuant  to
          General Instruction J.

Item 11.  Executive Compensation

          Information  in response  to this Item is omitted  pursuant to General
          Instruction J.

Item 12.  Security
          Ownership of Certain Beneficial Owners and Management

          Information  in response  to this Item is omitted  pursuant to General
          Instruction J.

Item 13.  Certain Relationships and Related Transactions

          Information  in response  to this Item is omitted  pursuant to General
          Instruction J.

                                     PART IV

Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

     (a)  Financial Statements - see item 8







<PAGE>





           Exhibits

      3.1  Articles of  Incorporation  of the  Registrant  (Incorporated
           herein  by  reference   to  the   Exhibits  to   Registrant's
           Registration  Statement No.  33-49520 on Form S-11 filed July
           10, 1992).

      3.2  By-Laws of the Registrant  (Incorporated  herein by reference
           to the Exhibits to  Registrant's  Registration  Statement No.
           33-49520 on Form S-11 filed July 10, 1992).

      4.1  Form of Trust Agreement dated July 1, 1992,  (Incorporated  herein by
           reference  to Exhibits to  Registrant's  Registration  Statement  No.
           33-49520 on Form S-11 filed July 10, 1992).

      4.2  Standard  Terms  to  Trust   Agreement  dated  July  1,  1992
           (Incorporated   herein  by   reference  to  the  Exhibits  to
           Registrant's  Registration  Statement  No.  33-49520  on Form
           S-11 filed July 10, 1992).

      4.3  Copy of Series  1992-1  Trust  Agreement  dated as of August 1, 1992,
           among Registrant,  Ryland Mortgage Company,  as Master Servicer,  and
           Texas Commerce Bank National  Association,  as Trustee  (Incorporated
           herein by reference to Exhibit to the Registrant's  Current Report on
           Form 8-K, filed September 4, 1992).

      4.4  Copy of Series 1992-2 Trust  Agreement dated as of September 1, 1992,
           among Registrant,  Ryland Mortgage Company,  as Master Servicer,  and
           Texas Commerce Bank National  Association,  as Trustee  (Incorporated
           herein by reference to Exhibit to the Registrant's  Current Report on
           Form 8-K, filed October 14, 1992).

      4.5  Copy of Series  1992-3 Trust  Agreement  dated as of October 1, 1992,
           among Registrant,  Ryland Mortgage Company,  as Master Servicer,  and
           Texas Commerce Bank National  Association,  as Trustee  (Incorporated
           herein by reference to Exhibit to the Registrant's  Current Report on
           Form 8-K, filed November 6, 1992).

      4.6  Copy of Series 1992-4 Trust  Agreement  dated as of November 1, 1992,
           among Registrant,  Ryland Mortgage Company,  as Master Servicer,  and
           Texas Commerce Bank National  Association,  as Trustee  (Incorporated
           herein by reference to Exhibit to the Registrant's  Current Report on
           Form 8-K, filed December 7, 1992).

      4.7  Copy of Series 1992-6 Trust  Agreement  dated as of December 1, 1992,
           among Registrant,  Ryland Mortgage Company,  as Master Servicer,  and
           Texas Commerce Bank National  Association,  as Trustee  (Incorporated
           herein by reference to Exhibit to the Registrant's  Current Report on
           Form 8-K, filed January 7, 1993).

      4.8  Copy of Series  1993-1 Trust  Agreement  dated as of January 1, 1993,
           among Registrant,  Ryland Mortgage Company,  as Master Servicer,  and
           Texas Commerce Bank National  Association,  as Trustee  (Incorporated
           herein by reference to Exhibit to the Registrant's  Current Report on
           Form 8-K, filed February 8, 1993).

      4.9  Copy of Series 1993-2 Trust  Agreement  dated as of February 1, 1993,
           among Registrant,  Ryland Mortgage Company,  as Master Servicer,  and
           Texas Commerce Bank National  Association,  as Trustee  (Incorporated
           herein by reference to Exhibit to the Registrant's  Current Report on
           Form 8-K, filed March 9, 1993).

      4.10 Copy of Series 1993-3 Trust  Agreement  dated as of February 1, 1993,
           among Registrant,  Ryland Mortgage Company,  as Master Servicer,  and
           Texas Commerce Bank National  Association,  as Trustee  (Incorporated
           herein by reference to Exhibit to the Registrant's  Current Report on
           Form 8-K, filed March 11, 1993).

      4.11 Copy of Series 1993-4 Trust Agreement dated as of May 1, 1993,  among
           Registrant,  Ryland Mortgage Company,  as Master Servicer,  and Texas
           Commerce Bank National  Association,  as Trustee (Incorporated herein
           by reference to Exhibit to the  Registrant's  Current  Report on Form
           8-K, filed June 3, 1993).

      4.12 Copy of Series 1993-5 Trust Agreement dated as of May 1, 1993,  among
           Registrant,  Ryland Mortgage Company,  as Master Servicer,  and Texas
           Commerce Bank National  Association,  as Trustee (Incorporated herein
           by reference to Exhibit to the  Registrant's  Current  Report on Form
           8-K, filed June 7, 1993).

      4.13 Copy of Series 1993-6 Trust Agreement dated as of June 1, 1993, among
           Registrant,  Ryland Mortgage Company,  as Master Servicer,  and Texas
           Commerce Bank National  Association,  as Trustee (Incorporated herein
           by reference to Exhibit to the  Registrant's  Current  Report on Form
           8-K, filed July 8, 1993).

      4.14 Copy of the Series 1993-7 Trust  Agreement  dated as of July 1, 1993,
           among Registrant,  Ryland Mortgage Company,  as Master Servicer,  and
           Texas Commerce Bank National  Association,  as Trustee  (Incorporated
           herein by  reference  to the  Exhibits  to the  Registrant's  Current
           Report on Form 8-K, filed August 6, 1993).

      4.15 Copy of the Series 1993-8 Trust Agreement dated as of August 1, 1993,
           among Registrant,  Ryland Mortgage Company,  as Master Servicer,  and
           Texas Commerce Bank National  Association,  as Trustee  (Incorporated
           herein by  reference  to the  Exhibits  to the  Registrant's  Current
           Report on Form 8-K, filed September 3, 1993).

      4.16 Standard Terms to Trust Agreement, dated August 1, 1993 (Incorporated
           herein by  reference  to the  Exhibits  to the  Registrant's  Current
           Report on Form 8-K, filed September 3, 1993).

      4.17 Copy of the Series  1993-9 Trust  Agreement  dated as of September 1,
           1993,  among  the  Registrant,  Ryland  Mortgage  Company,  as Master
           Servicer,  and Texas Commerce Bank National  Association,  as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed October 8, 1993).

      4.18 Copy of the Series  1993-10  Trust  Agreement  dated as of October 1,
           1993,  among  the  Registrant,  Ryland  Mortgage  Company,  as Master
           Servicer,  and Texas Commerce Bank National  Association,  as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed November 1, 1993).

      4.19 Copy of the Series  1993-11 Trust  Agreement  dated as of December 1,
           1993,  among  the  Registrant,  Ryland  Mortgage  Company,  as Master
           Servicer,  and Texas Commerce Bank National  Association,  as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed January 7, 1994).

      4.20 Copy of the Series  1994-1  Trust  Agreement  dated as of December 1,
           1993,  among  the  Registrant,  Ryland  Mortgage  Company,  as Master
           Servicer,  and Texas Commerce Bank National  Association,  as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed January 24, 1994).

      4.21 Copy of the  Series  1994-2  Trust  agreement  dated as of January 1,
           1994,  among  the  Registrant,  Ryland  Mortgage  Company,  as Master
           Servicer,  and Texas Commerce Bank National  Association,  as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report
           on form 8-K, filed February 10, 1994).

      4.22 Copy of the Series  1994-3  Trust  Agreement  dated as of February 1,
           1994,  among  the  Registrant,  Ryland  Mortgage  Company,  as Master
           Servicer,  and Texas Commerce Bank National  Association,  as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed March 3, 1994).

      4.23 Copy of the Series 1994-5 Trust  Agreement dated as of March 1, 1994,
           among the Registrant,  Ryland Mortgage  Company,  as Master Servicer,
           and  Texas   Commerce   Bank   National   Association,   as   Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed April 12, 1994).

      4.24 Copy of the Series 1994-4 Trust  Agreement dated as of March 1, 1994,
           among the Registrant,  Ryland Mortgage  Company,  as Master Servicer,
           and  Texas   Commerce   Bank   National   Association,   as   Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed April 13, 1994).

      4.25 Copy of the Series 1994-2 First Amendment to Trust Agreement dated as
           of March 15, 1994, among the Registrant,  Ryland Mortgage Company, as
           Master  Servicer,  and Texas Commerce Bank National  Association,  as
           Trustee  (Incorporated  herein by  reference  to the  Exhibits to the
           Registrant's Current
           Report on Form 8-K, filed May 5, 1994).

      4.26 Copy of the Series 1994-6 Trust  Agreement dated as of April 1, 1994,
           among the Registrant,  Ryland Mortgage  Company,  as Master Servicer,
           and  Texas   Commerce   Bank   National   Association,   as   Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed May 12, 1994).

      4.27 Copy of the Series 1994-4 First Amendment to Trust Agreement dated as
           of April 15, 1994, among the Registrant,  Ryland Mortgage Company, as
           Master  Servicer,  and Texas Commerce Bank National  Association,  as
           Trustee  (Incorporated  herein by  reference  to the  Exhibits to the
           Registrant's Current
           Report on Form 8-K, filed May 18, 1994).

      4.28 Copy of the Series 1994-7 Trust Agreement,  dated as of June 1, 1994,
           by and among  the  Registrant,  Ryland  Mortgage  Company,  as Master
           Servicer,  and Texas Commerce Bank National  Association,  as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed July 11, 1994).

      4.29 Copy of the Series 1994-8 Trust Agreement,  dated as of June 1, 1994,
           by and among  the  Registrant,  Ryland  Mortgage  Company,  as Master
           Servicer,  and Texas Commerce Bank National  Association,  as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed July 12, 1994).

      4.30 Copy of the Series 1994-9 Trust Agreement,  dated as of June 1, 1994,
           by and among  the  Registrant,  Ryland  Mortgage  Company,  as Master
           Servicer,  and Texas Commerce Bank National  Association,  as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed July 12, 1994).

      4.31 Copy of the Series 1994-7 First Amendment to Trust  Agreement,  dated
           as of August 1, 1994, by and among the  Registrant,  Ryland  Mortgage
           Company,  as  Master  Servicer,  and  Texas  Commerce  Bank  National
           Association,  as Trustee  (Incorporated  herein by  reference  to the
           Exhibits  to the  Registrant's  Current  Report  on Form  8-K,  filed
           September 12, 1994).

      4.32 Copy of the Series  1994-10  Trust  Agreement,  dated as of August 1,
           1994, by and among the Registrant, Ryland Mortgage Company, as Master
           Servicer,  and Texas Commerce Bank National  Association,  as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed September 13, 1994).

      4.33 Standard Terms to Trust Agreement (August 1994 Edition) (Incorporated
           herein by  reference  to the  Exhibits  to the  Registrant's  Current
           Report on Form 8-K, filed September 13, 1994).

      4.34 Copy of the Series 1994-2 Second  Amendment to Trust  Agreement dated
           as of  September  27, 1994,  among the  Registrant,  Ryland  Mortgage
           Company,  as  Master  Servicer,  and  Texas  Commerce  Bank  National
           Association,  as Trustee  (Incorporated  herein by  reference  to the
           Exhibits  to the  Registrant's  Current  Report  on Form  8-K,  filed
           October 5, 1994).

      4.35 Copy of the Series 1993-10 First Amendment to Trust Agreement,  dated
           as of October 7, 1994, by and among the  Registrant,  Ryland Mortgage
           Company,  as  Master  Servicer,  and  Texas  Commerce  Bank  National
           Association,  as Trustee  (Incorporated  herein by  reference  to the
           Exhibits  to the  Registrant's  Current  Report  on Form  8-K,  filed
           October 13, 1994).

      4.36 Copy of the Series  1994-11 Trust  Agreement,  dated as of October 1,
           1994, by and among the Registrant, Ryland Mortgage Company, as Master
           Servicer,  and Texas Commerce Bank National  Association,  as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed November 10, 1994).

      4.37 Standard  Terms to Trust  Agreement  (Pool  Insurance)  (October 1994
           Edition)  (Incorporated  herein by  reference  to the Exhibits to the
           Registrant's Current Report on Form 8-K, filed November 10, 1994).

      4.38 Copy of the Series 1993-8 First Amendment to Trust  Agreement,  dated
           as of November 1, 1994, by and among the Registrant,  Ryland Mortgage
           Company,  as  Master  Servicer,  and  Texas  Commerce  Bank  National
           Association,  as Trustee  (Incorporated  herein by  reference  to the
           Exhibits  to the  Registrant's  Current  Report  on Form  8-K,  filed
           December 15, 1994).

      4.39 Copy of the Series 1994-4 Second Amendment to Trust Agreement,  dated
           as of November 1, 1994, by and among the Registrant,  Ryland Mortgage
           Company,  as  Master  Servicer,  and  Texas  Commerce  Bank  National
           Association,  as Trustee  (Incorporated  herein by  reference  to the
           Exhibits  to the  Registrant's  Current  Report  on Form  8-K,  filed
           December 15, 1994).

      4.40 Copy of the Series 1994-12 Trust  Agreement,  dated as of December 1,
           1994, by and among the Registrant, Ryland Mortgage Company, as Master
           Servicer,  and Texas Commerce Bank National  Association,  as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed January 11, 1995).

      4.41 Copy of the Series 1994-12 Trust  Agreement,  dated as of December 1,
           1994, by and among the Registrant, Ryland Mortgage Company, as Master
           Servicer,  and Texas Commerce Bank National  Association,  as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed January 13, 1995).

      4.42 Copy of the Series 1995-1 Trust Agreement, dated as of March 1, 1995,
           by and among  the  Registrant,  Ryland  Mortgage  Company,  as Master
           Servicer,  and Texas Commerce Bank National  Association,  as Trustee
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed April 7, 1995).

      4.43 Copy of the  September  1995  Edition  of  Standard  Terms  to  Trust
           Agreement  (with  Servicing  Agreement  for Credit  Sensitive  Loans)
           (Incorporated herein by reference to the Exhibits to the Registrant's
           Current Report on Form 8-K, filed October 12, 1995).

      4.44 Copy of the Series 1995-2 Trust  Agreement,  dated as of September 1,
           1995, by and among the Registrant,  Resource Mortgage Capital,  Inc.,
           as Master Servicer, and Texas Commerce Bank National Association,  as
           Trustee  (Incorporated  herein by  reference  to the  Exhibits to the
           Registrant's Current Report on Form 8-K, filed October 12, 1995).

      4.45 Copy of the Series 1992-1 First Amendment to Trust  Agreement,  dated
           as of December 1, 1995,  by and among the  Registrant,  Norwest  Bank
           Minnesota, N.A., as Master Servicer, and Texas Commerce Bank National
           Association,  as Trustee  (Incorporated  herein by  reference  to the
           Exhibits  to the  Registrant's  Current  Report  on Form  8-K,  filed
           January 11, 1996).


      4.46 Copy of the Series 1992-2 First Amendment to Trust  Agreement,  dated
           as of December 1, 1995,  by and among the  Registrant,  Norwest  Bank
           Minnesota, N.A., as Master Servicer, and Texas Commerce Bank National
           Association,  as Trustee  (Incorporated  herein by  reference  to the
           Exhibits to the Registrant's Current Report on Form 8-K filed January
           11, 1996).

      4.47 Copy of the Series 1992-3 First Amendment to Trust  Agreement,  dated
           as of December 1, 1995,  by and among the  Registrant,  Norwest  Bank
           Minnesota, N.A., as Master Servicer, and Texas Commerce Bank National
           Association,  as Trustee  (Incorporated  herein by  reference  to the
           Exhibits  to the  Registrant's  Current  Report  on Form  8-K,  filed
           January 11, 1996).

      4.48 Copy of the Series 1992-4 First Amendment to Trust  Agreement,  dated
           as of December 1, 1995,  by and among the  Registrant,  Norwest  Bank
           Minnesota, N.A., as Master Servicer, and Texas Commerce Bank National
           Association,  as trustee  (Incorporated  herein by  reference  to the
           Exhibits  to the  Registrant's  Current  Report  on Form  8-K,  filed
           January 11, 1996).

      23.1 Consent of KPMG Peat Marwick LLP (filed herewith).

      99.1 Standard  Provisions to Servicing  Agreement  (November  1989
           Edition)  (Incorporated  herein by  reference to the Exhibits
           to Registrant's  Registration  Statement No. 33-49520 on Form
           S-11 filed July 10, 1992).

      99.2 Form  of  Pool  Insurance   Policy  issued  by  PMI  Mortgage
           Insurance  Company  (Incorporated  herein by reference to the
           Exhibits to Registrant's  Registration Statement No. 33-49520
           on Form S-11 filed July 10, 1992).

      99.3 Form of Pool  Insurance  Policy issued by General  Electric  Mortgage
           Insurance Company  (Incorporated  herein by reference to the Exhibits
           to  Registrant's  Registration  Statement  No.  33-49520 on Form S-11
           filed July 10, 1992).

      99.4 Standard  Provisions to Servicing  Agreement  (December  1992
           Edition)  (Incorporated  herein by  reference to the Exhibits
           to Registrant's  Registration  Statement No. 33-57204 on Form
           S-11 filed January 21, 1993).

      99.5 Copy of the Support Fund Agreement, dated as of June 29, 1994 between
           Texas  Commerce  Bank  National  Association,  as Trustee,  and Texas
           Commerce Bank National Association, as Custodian (Incorporated herein
           by reference to Exhibit to the  Registrant's  Current  Report on Form
           8-K, filed July 11, 1994).

      99.6 Copy of the Support Fund  Agreement,  dated as of October 27, 1994 by
           and between SHF Corp. and Texas  Commerce Bank National  Association,
           as Support Fund Trustee  (Incorporated herein by reference to Exhibit
           to the  Registrant's  Current  Report on Form 8-K, filed November 10,
           1994).

      99.7 Copy of Financial  Guaranty  Insurance  Policy No.  50304-N issued by
           Financial  Security Assurance Inc., dated June 29, 1994, with respect
           to the Series 1994-7 Securities  (Incorporated herein by reference to
           Exhibit to the Registrant's  Current Report on Form 10-K, filed March
           21, 1995).

      99.8 Copy of Financial  Guaranty  Insurance  Policy No.  50306-N issued by
           Financial  Security Assurance Inc., dated June 28, 1994, with respect
           to the Series 1994-9 Securities  (Incorporated herein by reference to
           Exhibit to the Registrant's  Current Report on Form 10-K, filed March
           21, 1995).

      99.9 Copy of Financial  Guaranty  Insurance  Policy No.  50326-N issued by
           Financial  Security  Assurance  Inc.,  dated  October 27, 1994,  with
           respect  to the Series  1994-11  Securities  (Incorporated  herein by
           reference to Exhibit to the Registrant's Current Report on Form 10-K,
           filed March 21, 1995).

     99.10 Copy of Security  Insurance  Policy No.  94010674 issued by Financial
           Guaranty Insurance Company,  dated December 28, 1994, with respect to
           the Series 1994-12  Securities  (Incorporated  herein by reference to
           Exhibit to the Registrant's  Current Report on Form 10-K, filed March
           21, 1995).

     99.11 Copy of Financial  Guaranty  Insurance  Policy No.  50360-N issued by
           Financial Security Assurance Inc., dated March 29, 1995, with respect
           to the Series 1995-1 Securities  (Incorporated herein by reference to
           Exhibit to the  Registrant's  Current Report on Form 8-K, filed April
           7, 1995).

     99.12 Copy of Financial  Security  Insurance  Policy No. 50398A-N issued by
           Financial  Security  Assurance  Inc.,   together  with  Endorsements,
           relating to the Series  1995-2  Class 1A-2  Securities  (Incorporated
           herein by reference to Exhibit to the Registrant's  Current Report on
           Form 8-K, filed October 12, 1995).

     99.13 Copy of Financial  Security  Insurance  Policy No. 50398A-N issued by
           Financial  Security  Assurance  Inc.,   together  with  Endorsements,
           relating to the Series  1995-2  Class 1A-3  Securities  (Incorporated
           herein by reference to Exhibit to the Registrant's  Current Report on
           Form 8-K, filed October 12, 1995).

     99.14 Copy of the  Meritech  Servicing  Agreement  dated  September 1, 1995
           (Incorporated  herein by  reference  to Exhibit  to the  Registrant's
           Current Report on Form 8-K, filed October 12, 1995).

     99.15 Copy of the Standard Terms to Meritech Servicing  Agreement for Saxon
           Mortgage Securities Corporation, September 1995 Edition (Incorporated
           herein by reference to Exhibit to the Registrant's  Current Report on
           Form 8-K, filed October 12, 1995).

     99.16 Copy of the Saxon Mortgage,  Inc.  Servicing Guide for Credit
           Sensitive Loans,  February 1995 Edition  (Incorporated herein
           by reference to Exhibit to the  Registrant's  Current  Report
           on Form 8-K, filed October 12, 1995).





<PAGE>


                                   SIGNATURES



Pursuant to the  requirements of Section 13 or 15(d) 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.


                                   DYNEX SECURITIES CORPORATION
                                   (Registrant)


March 31, 1997                  By: /s/ Lynn K. Geurin
                                    ------------------
                                    Lynn K. Geurin
                                    President
                                    (Principal Executive Officer)


March 31, 1997                  By: /s/ Stephen J. Benedetti
                                    ------------------------
                                    Stephen J. Benedetti
                                    Treasurer and Chief Financial Officer
                                    (Principal Accounting Officer)


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


    Signature                  Capacity                 Date


/s/ Lynn K. Geurin              Director              March 31, 1997
------------------
Lynn K. Geurin


/s/ C. M. Bachtell              Director              March 31, 1997
------------------
C. M. Bachtell




<PAGE>


                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
                                                       Sequentially
Exhibit                                               Numbered Page

<S>             <C>                                      <C>
23.1       Consent of KPMG Peat Marwick LLP              I
</TABLE>



<PAGE>