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, 1997

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

                       Commission File No. 0-20552

                       DYNEX SECURITIES CORPORATION
          (Exact name of registrant as specified in its charter)

                           Virginia
(State or other jurisdiction of incorporation or organization)
                         52-1739975
               (IRS Employer Identification No.)
         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, 1998: NONE

     As of February 28, 1998,  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>



                                           DYNEX SECURITIES CORPORATION
                                           1997 FORM 10-K ANNUAL REPORT
                                                 TABLE OF CONTENTS
<TABLE>
<CAPTION>
<S>      <C>                                                                                   <C>


                                                                                                 Page Number
PART I.

         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                                                                                       14
</TABLE>
<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 10,000
shares of Common Stock, to Dynex Holding,  Inc. (DHI), an affiliate company. DHI
is consolidated  with Dynex Capital,  Inc.,  formerly Resource Mortgage Capital,
Inc., for financial reporting purposes.

     The Company was  organized to  facilitate  the  securitization  of mortgage
loans  through the  issuance  and sale of  collateralized  bonds (the 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 DHI,  the Company (in the case of Mortgage
Securities issued by a trust) or various third parties.  DHI, its affiliates and
the Company can be expected to use the  proceeds  received  from the sale of the
Collateral  to reduce  indebtedness  incurred to obtain such loans 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, 1997, 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  1997 and 1996,  the  Company  issued no
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, 1997, 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
<TABLE>
<CAPTION>
<S>                                                                          <C>

AUDITED FINANCIAL STATEMENTS

DYNEX SECURITIES CORPORATION

December 31, 1997 and 1996

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 Dynex Holding,  Inc.), as of December
31, 1997 and 1996.  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, 1997 and 1996 in conformity with generally  accepted  accounting
principles.




                       KPMG PEAT MARWICK LLP


March 24, 1998



<PAGE>

DYNEX SECURITIES CORPORATION

BALANCE SHEETS
December 31, 1997 and 1996
<TABLE>
<CAPTION>

                                                                        1997           1996

                                                                     -----------    -----------
<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, 1997 and 1996

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 10,000
shares of Common Stock, to Dynex Holding,  Inc. (DHI), an affiliate company. DHI
is consolidated  with Dynex Capital,  Inc.,  formerly Resource Mortgage Capital,
Inc., for financial reporting purposes.  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, 1997, 1996 and 1995 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, 1997,  the Company
issued no Mortgage  Securities  on behalf of DHI.  The Company did not issue any
Bonds in 1997,  1996 or 1995. The  outstanding  aggregate  principal  balance at
December 31, 1997 and 1996 of securities  issued by the Company was $2.9 billion
and $3.7  billion,  respectively.  These  securities  were  secured by  mortgage
collateral with an outstanding  aggregate  principal balance of $2.9 billion and
$3.7 billion at December 31, 1997 and 1996, respectively.

     At December 31, 1997,  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.



     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

                  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).

     4.49 Copy of the Series 1992-1 Second Amendment to Trust  Agreement,  dated
as of February 1, 1998, by and amount the  Registrant,  Norwest Bank  Minnesota,
N.A., as Master Servicer and Chase Bank of Texas, N.A., as Trustee, amending the
Trust Agreement,  dated August 1, 1992,  relating to the  Registrant's  Mortgage
Participation Securities, Series 1992-1.


     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).

(b) Reports on Form 8-K

     Current  Report on Form 8-K as filed with the Commission on March 10, 1998,
relating to the Registrant's Mortgage Participation Securities, Series 1992-1.




<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 30, 1998                             By:  /s/ Lynn K. Geurin
                                           ---  ------------------
                                           Lynn K. Geurin
                                           President
                                           (Principal Executive Officer)



March 30, 1998                             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.

<TABLE>
<CAPTION>

       Signature                            Capacity                                Date
<S>                                          <C>                                     <C>


/s/ Lynn K. Geurin                          Director                                March 30, 1998
------------------                          --------                                --------------
Lynn K. Geurin



/s/ C. M. Bachtell                          Director                                March 30, 1998
------------------                          --------                                --------------
C. M. Bachtell
</TABLE>




                                                   EXHIBIT INDEX



                                                                  Sequentially
Exhibit                                                           Numbered Page

23.1              Consent of KPMG Peat Marwick LLP


<PAGE>