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                                  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, 2002
                                       OR
   |_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934

                          DYNEX SECURITIES CORPORATION
                          ----------------------------

             (Exact name of registrant as specified in its charter)

                                     0-20552
                            (Commission File Number)

             Virginia                                            52-1785164
  (State or other jurisdiction of                             (I.R.S. Employer
   incorporation or organization)                            Identification No.)

4551 Cox Road, Suite 300, Glen Allen, Virginia                  23060-6740
   (Address of principal executive offices)                     (Zip Code)

                                 (804) 217-5800
              (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: 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  X    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  non-affiliates of the registrant
as of the latest practicable date, February 28, 2003:  NONE

As of February 28, 2003, the latest practicable date, there were 1,000 shares of
Dynex Securities Corporation common stock outstanding.

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

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<PAGE>

                          DYNEX SECURITIES CORPORATION
                          2002 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS



                                                                            Page

PART I.

 Item 1.  Business........................................................... 1
 Item 2.  Properties......................................................... 1
 Item 3.  Legal Proceedings.................................................. 1
 Item 4.  Submission of Matters to a Vote of Security Holders................ 2


PART II.

 Item 5.  Market for Registrant's Common Equity and
           Related Stockholder Matters....................................... 2
 Item 6.  Selected Financial Data............................................ 2
 Item 7.  Management's Discussion and Analysis of Financial Condition and
           Results of Operations............................................. 2
 Item 7A. Quantitative and Qualitative Disclosures about Market Risk......... 2
 Item 8.  Financial Statements and Supplementary Data........................ 2
 Item 9.  Changes In and Disagreements with Accountants on Accounting and
           Financial Disclosure.............................................. 5


PART III.

 Item 10.   Directors and Executive Officers of the Registrant............... 5
 Item 11.   Executive Compensation........................................... 5
 Item 12.   Security Ownership of Certain Beneficial Owners
             and Management.................................................. 5
 Item 13.   Certain Relationships and Related Transactions................... 6


PART IV.
 Item 14.   Controls And Procedures.......................................... 6
 Item 15.   Exhibits, Financial Statement Schedules
             and Reports on Form 8-K......................................... 6

SIGNATURES  .................................................................11
<PAGE>
                                     PART I
                                     ------


Item 1.  Business

         Dynex  Securities  Corporation  (the  "Company"),  was  incorporated in
Virginia on July 8, 1992 as a wholly-owned, limited-purpose financing subsidiary
of SMFC Funding  Corporation,  a Virginia  corporation  ("SMFC").  On January 1,
1997, SMFC dividended all of the outstanding  stock of the Company,  represented
by 1,000 shares of common stock, to Dynex Holding,  Inc.  ("DHI"),  an affiliate
company.  On  November  1,  2000,  DHI  sold all of the  capital  stock to Dynex
Capital, Inc., an affiliate of DHI.

         The Company was organized to facilitate the  securitization of mortgage
loans  through the  issuance  and sale of  collateralized  bonds  ("Bonds")  and
certificates of participation ("Mortgage Securities").  The Bonds will be issued
pursuant to an indenture or indentures and will be secured by securities  backed
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 Bonds or Mortgage Securities will
be used to purchase  Collateral  from Dynex  Capital,  Inc., the Company (in the
case of Mortgage Securities issued by a trust) or various third parties.

         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, 2002,  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 2002 and 2001, the Company issued
no Mortgage Securities on behalf of Dynex Capital, Inc.

         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,  2002,  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 may issue 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.


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 I.


                                     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  Dynex
Capital, Inc. 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 I. (See Item 7)


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

         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 has 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.  Accordingly,  the  statements of operations,
shareholder's equity and cash flows for the years ended December 31, 2002, 2001,
and 2000 have not been provided.


Item 7A. Quantitative and Qualitative Disclosures about Market Risk

         None.


Item 8.  Financial Statements and Supplementary Data

AUDITED FINANCIAL STATEMENTS

DYNEX SECURITIES CORPORATION

December 31, 2002 and 2001

Independent Auditors' Report for the years ended December 31, 2002
  and 2001....................................................................3
Balance Sheets................................................................4
Notes to Balance Sheets.......................................................5
<PAGE>
INDEPENDENT AUDITORS' REPORT



The Board of Directors
Dynex Securities Corporation:



We have audited the accompanying balance sheets of Dynex Securities Corporation,
(the  "Corporation"),  (a wholly owned  subsidiary of Dynex Capital Inc.), as of
December 31, 2002 and 2001. These balance sheets are the  responsibility  of the
Company's  management.  Our  responsibility  is to  express  an opinion on these
balance sheets based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform  the audits to obtain  reasonable  assurance  about  whether the balance
sheets are free of material misstatement. An audit includes examining, on a test
basis, evidence supporting the amounts and disclosures in the balance sheets. An
audit 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  provide a  reasonable  basis for our
opinion.

In our opinion,  such balance sheets present fairly,  in all material  respects,
the financial  position of Dynex Securities  Corporation as of December 31, 2002
and 2001, in conformity with  accounting  principles  generally  accepted in the
United States of America.





DELOITTE & TOUCHE LLP


Richmond, Virginia
March 20, 2003
<PAGE>
DYNEX SECURITIES CORPORATION
BALANCE SHEETS
December 31, 2002 and 2001



                                                        2002            2001
                                                     -----------     -----------
ASSETS
Cash                                                   $ 10,000        $ 10,000
                                                     ===========     ===========

STOCKHOLDER'S EQUITY
Common Stock, no par value;
 1,000 shares authorized, issued and outstanding       $ 10,000        $ 10,000
                                                     ===========     ===========

See accompanying notes to the balance sheets.
<PAGE>
NOTES TO BALANCE SHEETS
DYNEX SECURITIES CORPORATION
December 31, 2002 and 2001


Note 1 - Formation Of The Company

         Dynex  Securities  Corporation  (the  "Company"),  was  incorporated in
Virginia on July 8, 1992 as a wholly-owned, limited-purpose financing subsidiary
of SMFC Funding  Corporation,  a Virginia  corporation  ("SMFC").  On January 1,
1997, SMFC dividended all of the outstanding  stock of the Company,  represented
by 1,000 shares of Common Stock, to Dynex Holding,  Inc.  ("DHI"),  an affiliate
company.  On November 1, 2000,  DHI sold all of the capital stock of the Company
to Dynex  Capital,  Inc.,  an  affiliate  of DHI.  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 ("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  by SMFC of the
associated  mortgage collateral in accordance with generally accepted accounting
principles.  All  fees and  expenses  related  to  issuance  and  administrative
services for securities issued under the Company's shelf registration statements
are recorded in the financial statements of SMFC. Accordingly, the statements of
operations, shareholder's equity and cash flows for the years ended December 31,
2002, 2001, and 2000 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, 2002 and 2001, the
Company  issued no Mortgage  Securities.  The Company did not issue any Bonds in
2002, 2001, or 2000. The outstanding aggregate principal balance at December 31,
2002 and 2001 of  securities  issued by the  Company  was $0.3  billion and $0.7
billion, respectively. These securities were secured by mortgage collateral with
an outstanding  aggregate  principal balance of $0.3 billion and $0.7 billion at
December 31, 2002 and 2001, respectively.

         At  December  31,  2002,  the Company had $1.4  billion  remaining  for
issuance under  registration  statements  filed with the Securities and Exchange
Commission.


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 I.


Item 11.  Executive Compensation

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


Item 12. Security Ownership of Certain Beneficial Owners and Management

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


Item 13. Certain Relationships and Related Transactions

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


                                     PART IV
                                     -------

Item 14. Controls and Procedures

         (a)  Evaluation of disclosure controls and procedures.
              ------------------------------------------------

         As required by Rule 13a-15 under the Exchange Act, within 90 days prior
to the filing date of this annual report (the  "Evaluation  Date"),  the Company
carried out an  evaluation of the  effectiveness  of the design and operation of
the Company's  disclosure  controls and procedures.  This evaluation was carried
out  under  the  supervision  and  with  the   participation  of  the  Company's
management.  Based upon that evaluation, the Company's management concluded that
the Company's  disclosure  controls and  procedures  are  effective.  Disclosure
controls and procedures are controls and other  procedures  that are designed to
ensure that information  required to be disclosed in the Company's reports filed
or  submitted  under the Exchange Act is  recorded,  processed,  summarized  and
reported  within  the time  periods  specified  in the SEC's  rules  and  forms.
Disclosure  controls and procedures include,  without  limitation,  controls and
procedures  designed to ensure that information  required to be disclosed in the
Company's  reports filed under the Exchange Act is accumulated and  communicated
to management,  including the Company's  management,  as  appropriate,  to allow
timely decisions regarding required disclosures.

         (b)  Changes in internal controls.
              ----------------------------

         There were no significant changes in the Company's internal controls or
in other factors that could significantly affect the Company's internal controls
subsequent to the Evaluation Date, nor any significant  deficiencies or material
weaknesses in such internal controls requiring corrective actions.


Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

         (a)  Financial Statements - see Item 8

              Exhibits

              Number      Exhibit
              ------      -------

               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 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).

               4.9        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).

               4.10       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).

               4.11       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).

               4.12       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).

               4.13       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).

               4.14       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).

               4.15       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).
               4.16       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).

               4.17       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).

               4.18       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).

               4.19       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).

               4.20       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).

               4.21       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).

               4.22       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).

               4.23       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).

               99.1       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).

               99.2       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).

               99.3       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).

               99.4       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).

               99.5       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).

               99.6       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).

               99.7       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).

               99.8       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).

               99.9       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).

               99.10      Certification of Principal Executive Officer pursuant
                          to Section 906 of the Sarbanes-Oxley Act of 2002.

               99.11      Certification of Chief Financial Officer pursuant to
                          Section 906 of the Sarbanes-Oxley Act of 2002.


         (b) Reports on Form 8-K

             None
<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 [5], 2003                         By:   /s/ Stephen J. Benedetti
                                             -----------------------------------
                                             Stephen J. Benedetti
                                             Treasurer (Principal Executive
                                             Officer and Principal Financial &
                                             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/ C. M. Bachtell                Director                        March 28, 2003
-------------------------------
C. M. Bachtell
<PAGE>
                                 EXHIBIT INDEX

                                                                    Sequentially
Exhibit                                                            Numbered Page

23.1     Consent of DELOITTE & TOUCHE LLP                                I-1
<PAGE>
                                                                    Exhibit 23.1


INDEPENDENT AUDITORS' CONSENT



We consent to the  incorporation by reference in the  registration  statement No
33-84846 of Dynex  Securities  Corporation on Form S-3 of our report dated March
20,  2003,  appearing  in this  Annual  Report on Form 10-K of Dynex  Securities
Corporation for the year ended December 31, 2002.




DELOITTE & TOUCHE LLP


Richmond, Virginia
March 28, 2003
<PAGE>
                                  CERTIFICATION
                          PURSUANT TO 17 CFR 240.13a-14
                                PROMULGATED UNDER
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen J. Benedetti, certify that:

1.       I have  reviewed  this annual  report on Form 10-K of Dynex  Securities
         Corporation;

2.       Based on my  knowledge,  this annual 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 annual report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  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 annual report;

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         (a)  designed  such  disclosure  controls  and  procedures  to  ensure
              that material information relating to the registrant, including
              its consolidated  subsidiaries,  is made known to us by others
              within those entities, particularly during the period in which
              this annual report is being prepared;

         (b)  evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to the
              filing date of this annual report (the "Evaluation Date"); and

         (c)  presented in this annual report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):

         (a)  all  significant  deficiencies  in the design or  operation of
              internal controls  which  could adversely affect the  registrant's
              ability to record, process, summarize and report financial data
              and  have identified  for the  registrant's  auditors any material
              weaknesses in internal controls; and

         (b)  any fraud,  whether or not material,  that involves management or
              other employees who have a significant role in the  registrant's
              internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.




Date: March 28, 2003                   /s/ Stephen J. Benedetti
                                      ------------------------------------------
                                       Stephen J. Benedetti
                                       Principal Executive Officer
<PAGE>
                                  CERTIFICATION
                          PURSUANT TO 17 CFR 240.13a-14
                                PROMULGATED UNDER
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen J. Benedetti, certify that:

1.       I have  reviewed  this annual  report on Form 10-K of Dynex  Securities
         Corporation.;

2.       Based on my  knowledge,  this annual 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 annual report;

3.       Based on my knowledge,  the financial  statements,  and other financial
         information  included  in this  annual  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 annual report;

4.       The registrant's  other  certifying  officers and I are responsible for
         establishing  and  maintaining  disclosure  controls and procedures (as
         defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and
         we have:

         (a)  designed  such  disclosure  controls  and  procedures  to  ensure
              that material  information   relating  to  the  registrant,
              including  its consolidated  subsidiaries,  is made known to us by
              others within those entities, particularly during the period in
              which this annual report is being prepared;

         (b)  evaluated the effectiveness of the registrant's disclosure
              controls and procedures as of a date within 90 days prior to the
              filing date of this annual report (the "Evaluation Date"); and

         (c)  presented in this annual report our conclusions about the
              effectiveness of the disclosure controls and procedures based on
              our evaluation as of the Evaluation Date;

5.       The registrant's other certifying officers and I have disclosed,  based
         on our most recent  evaluation,  to the  registrant's  auditors and the
         audit  committee  of  registrant's   board  of  directors  (or  persons
         performing the equivalent function):

         (a)  all  significant  deficiencies  in the design or  operation of
              internal controls  which could adversely affect the  registrant's
              ability to record, process, summarize and report financial data
              and  have identified  for the  registrant's  auditors any material
              weaknesses in internal controls; and

         (b)  any fraud,  whether or not material,  that involves management or
              other employees  who have a  significant role in the  registrant's
              internal controls; and

6.       The registrant's other certifying officers and I have indicated in this
         annual report whether or not there were significant changes in internal
         controls or in other factors that could  significantly  affect internal
         controls  subsequent  to  the  date  of  our  most  recent  evaluation,
         including   any   corrective   actions   with  regard  to   significant
         deficiencies and material weaknesses.




Date:  March 28, 2003                  /s/ Stephen J. Benedetti
                                      ------------------------------------------
                                      Stephen J. Benedetti
                                      Chief Financial Officer
<PAGE>
                                                                   Exhibit 99.10



                            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 Annual Report of Dynex  Securities  Corporation
(the  "Company")  on Form 10-K for the year ending  December 31, 2002,  as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I,  Stephen J.  Benedetti,  the  Principal  Executive  Officer  of the  Company,
certify,  pursuant to and for  purposes of 18 U.S.C.  Section  1350,  as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

        (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 Company.




March 28, 2003                         /s/ Stephen J. Benedetti
                                      ------------------------------------------
                                      Stephen J. Benedetti
                                      Principal Executive Officer
<PAGE>
                                                                   Exhibit 99.11


                            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 Annual Report of Dynex  Securities  Corporation
(the  "Company")  on Form 10-K for the year ending  December 31, 2002,  as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
I, Stephen J. Benedetti,  the Chief Financial  Officer of the Company,  certify,
pursuant to and for purposes of 18 U.S.C.  Section 1350, as adopted  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

     (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 Company.




                                       /s/ Stephen J. Benedetti
                                      ------------------------------------------
                                      Stephen J. Benedetti
                                      Chief Financial Officer
March 28, 2003