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, 1998

[   ] 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                                    52-1739975
(State or other jurisdiction of               (IRS Employer Identification No.)
 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, 1999: NONE

     As of February 28, 1999,  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
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.


<PAGE>

                                                     
                          DYNEX SECURITIES CORPORATION
                          1998 FORM 10-K ANNUAL REPORT
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                               Page Number
<S>                 <C>                                                                            <C>

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 7A.   Quantitative and Qualitative Disclosures about Market Risk                      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 an affiliate of Dynex Capital,  Inc., formerly Resource Mortgage Capital,
Inc.

     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 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, 1998, 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  1998 and 1997,  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, 1998, 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 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 DHI. 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

None.

     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.

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, 1998 and 1997

Independent Auditors' Report for the year ended December 31, 1998.............5
Independent Auditors' Report for the year ended December 31, 1997.............6
Balance Sheets................................................................7
Notes to Balance Sheets.......................................................7


<PAGE>








                          Independent Auditors' Report



Board of Directors
Dynex Securities Corporation:



     We  have  audited  the  accompanying  balance  sheet  of  Dynex  Securities
Corporation (a wholly-owned  subsidiary of Dynex Holding,  Inc.), as of December
31, 1998.  This  financial  statement  is the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion  on this  financial
statement based on our audit.

     We conducted  our audit 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 includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in the  balance  sheet.  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 audit provides a reasonable basis for our opinion.

     In our opinion, the balance sheet referred to above presents fairly, in all
material respects,  the financial position of Dynex Securities Corporation as of
December 31, 1998 in conformity with generally accepted accounting principles.




DELOITTE & TOUCHE LLP


Richmond, Virginia
March 26, 1999

<PAGE>








                          Independent Auditors' Report



The Board of Directors
Dynex Securities Corporation:


We have audited the accompanying  balance sheet of Dynex Securities  Corporation
(a  wholly-owned  subsidiary of Dynex Holding,  Inc.),  as of December 31, 1997.
This financial statement is the responsibility of the Company's management.  Our
responsibility is to express an opinion on this financial statement based on our
audit.

We conducted our audit 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 audit  provides a reasonable
basis for our opinion.

In our opinion,  the balance sheet  referred to above  presents  fairly,  in all
material respects,  the financial position of Dynex Securities Corporation as of
December 31, 1997 in conformity with generally accepted accounting principles.



                                                      KPMG LLP


March 24, 1998







<PAGE>

DYNEX SECURITIES CORPORATION

BALANCE SHEETS
December 31, 1998 and 1997
<TABLE>
<CAPTION>

                                                                        1998           1997
                                                                     -----------    -----------
<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
                                                                     ===========    ===========
</TABLE>

See accompanying notes to the financial statements.


NOTES TO BALANCE SHEETS

December 31, 1998 and 1997

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 an affiliate of Dynex Capital,  Inc., formerly Resource Mortgage Capital,
Inc. 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 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, 1998, 1997 and 1996 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, 1998,  the Company
issued no Mortgage  Securities  on behalf of DHI.  The Company did not issue any
Bonds in 1998,  1997 or 1996. The  outstanding  aggregate  principal  balance at
December 31, 1998 and 1997 of securities  issued by the Company was $1.9 billion
and $2.9  billion,  respectively.  These  securities  were  secured by  mortgage
collateral with an outstanding  aggregate  principal balance of $1.9 billion and
$2.9 billion at December 31, 1998 and 1997, respectively.

     At December 31, 1998,  the Company had $1.4 billion  remaining for issuance
under registration statements filed with the Securities and Exchange Commission.

     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.



<PAGE>

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

     On July 21, 1998, the Audit Committee of Dynex Capital,  Inc.  approved the
appointment  of the  accounting  firm of  Deloitte & Touche  LLP  ("D&T") as the
independent  accountants  for the year ending  December 31, 1998 to replace KPMG
Peat Marwick LLP ("KPMG"),  who were  dismissed as the  independent  accountants
effective with such appointment.

     The  report of KPMG on the  Company's  balance  sheets  for each of the two
years ended  December 31, 1997 and 1996 did not contain an adverse  opinion or a
disclaimer  of opinion and were not  qualified  or  modified as to  uncertainty,
audit scope or accounting principles.

     In connection  with the audits of the Company's  balance sheets for the two
years ended  December 31, 1997 and 1996,  and through July 21, 1998,  there have
been no  disagreements  between the Company and KPMG on any matter of accounting
principles or practices,  financial statement disclosure,  or auditing scope and
procedures which, if not resolved to the satisfaction of KPMG, would have caused
them to make  reference  thereto in their report on the balance  sheets for such
years.

     During the two years ended December 31, 1997 and 1996, and through July 21,
1998,  the  Company  had  not  consulted  with  D&T  regarding  either  (i)  the
application  of  accounting  principles  to  a  specified  transaction,   either
completed  or proposed;  or the type of audit  opinion that might be rendered on
the Company's financial statements,  and either a written report was provided to
the Company or oral advice was  provided  that D&T  concluded  was an  important
factor  considered  by the Company in reaching a decision as to the  accounting,
auditing or financial  reporting  issue;  or (ii) any matter that was either the
subject of a  disagreement,  as that term is defined in Item 304 (a) (1) (iv) of
Regulation S-K and the related  instructions to Item 304 of Regulation S-K, or a
reportable  event, as that term is defined in Item 304 (a) (1) (v) of Regulation
S-K.

 
                                    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.   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

         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 31, 1999                        By:  /s/ Lynn K. Geurin           
                                           Lynn K. Geurin
                                           President
                                           (Principal Executive Officer)


March 31, 1999                        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, 1999
Lynn K. Geurin


/s/ C. M. Bachtell                      Director               March 31, 1999
C. M. Bachtell


<PAGE>

                                  EXHIBIT INDEX

 
<TABLE>
<CAPTION>
 
                                                                            Sequentially
Exhibit                                                                     Numbered Page   
<S>               <C>                                                            <C>


23.1              Consent of DELOITTE & TOUCHE LLP                                I

23.2              Consent of KPMG LLP                                            II

</TABLE>