<PAGE>

                        SECURITIES & EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                   QUARTERLY REPORT UNDER SECTION 13 OR 15 (d)
                          OF THE SECURITIES ACT OF 1934


        For Quarter Ended March 31, 1999 Commission File Numbers 33-76642

                      RAY ELLISON MORTGAGE ACCEPTANCE CORP.
                      -------------------------------------


               Texas                                74-2337351
    -----------------------------           ----------------------------
   (State or other jurisdiction  of         (IRS Employer Identification
   incorporation  or  organization)             Number)

              70 N.E. Loop 410, Suite 545, San Antonio, Texas 78216
     ----------------------------------------------------------------------
                    (Address of Principal Executive Offices)

        Registrant's telephone number, including area code:(210) 342-1085

                                       N/A
     ----------------------------------------------------------------------
        (Former name, former address, and former fiscal year, if changed
                               since last report)

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 filing  requirements
for the past 90 days.
                                Yes /X/ No / /

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

          Class                          Outstanding at May 12, 1999
---------------------------------        -------------------------------
Common  Stock,  $1.00  par  value                10,000 shares

<PAGE>

                      RAY ELLISON MORTGAGE ACCEPTANCE CORP.

                               INDEX TO FORM 10-Q


                          Quarter Ended March 31, 1999



     Part I.   Financial Information
               ----------------------

     Item 1.   Financial Statements

             Balance Sheets (Unaudited)
               March 31, 1999 and
               December 31, 1997                         4 of 17


             Statements of Income and Comprehensive 
              Income (Unaudited)
               Three months ended
               March 31, 1999 and 1998                   5 of 17

             Statements of Cash Flows (Unaudited)
               Three months ended
               March 31, 1999 and 1998                   6 of 17

             Notes to Unaudited Financial Statements     7 of 17

     Item 2.   Management's Discussion and
               Analysis of Financial Condition
               and Results of Operation                 12 of 17


     Part 11.    Other Information

     Item 6.   Exhibits and Reports on Form 8-K         15 of 17


<PAGE>


     Item 1.   Financial Statements

               See next page.


<PAGE>
<TABLE>
RAY ELLISON MORTGAGE ACCEPTANCE CORP.

BALANCE SHEETS
<CAPTION>
                                             (Unaudited)          
                                              MARCH 31,        DECEMBER 31,
                                                1999              1998
                                          ---------------    --------------
<S>                                     <C>                <C>    

ASSETS
  Cash                                  $          20,457  $         20,679
  Accrued interest receivable                     513,817           575,004
  Underwriting fees and bond issuance
     expenses                                   3,169,593         3,574,777
  Requisite funds on deposit                      114,259           128,276
  Notes Receivable from affiliates              7,459,418         7,479,550
  Investment in GNMA securities                92,604,258       102,678,159
  Fair value adjustment                         2,815,099         4,422,045
  Less:  unamortized discount                  (3,545,919)       (3,968,055)
                                          ---------------    -------------- 
                                               91,873,438       103,132,149
                                          ---------------    --------------
                                                            
                                         $    103,150,982  $    114,910,435
                                          ===============    ==============

LIABILITIES
  Accounts payable                      $          51,000  $         30,000
  Accrued interest                                511,102           571,956
  Bonds payable                                91,917,000       101,907,000
  Deferred tax liability                          937,420         1,481,858
                                          ---------------    --------------
                                               93,416,522       103,990,814

STOCKHOLDER'S EQUITY (DEFICIT):
  Common Stock, $1.00 par value,
    10,000 shares authorized,
    issued and outstanding                         10,000            10,000
  Contributed capital                           4,211,852         4,256,119
  Unrealized gains (losses) on
    available-for-sale securities,
    net of tax                                  1,857,965         2,918,550
  Retained earnings                             3,654,643         3,734,952

                                          ---------------    --------------
                                                9,734,460        10,919,621
                                          ---------------    --------------

                                        $     103,150,982  $    114,910,435
                                          ===============    ==============
See notes to financial statements
</TABLE>
<PAGE>
<TABLE>
RAY ELLISON MORTGAGE ACCEPTANCE CORP.

STATEMENT OF INCOME AND COMPREHENSIVE INCOME
<CAPTION>

                                                 Three Months Ending
                                                      March 31,
                                            1999                 1998
                                      ----------------------------------
<S>                                    <C>                   <C>    
INCOME
    Interest Income                    $ 1,801,872           $ 5,903,432
    Amortization of discount               286,918               531,867
    Gain on sales of GNMA securities       266,994             2,490,331

                                      ----------------------------------
                                         2,355,784             8,925,630

EXPENSE
    Interest expense                     1,649,210             5,831,574
    Amortization of underwriting fees 
    and bond issuance expenses             405,184             1,868,957
    General and administrative             424,045                71,234
                                      ----------------------------------
                                         2,478,439             7,771,765
                                      ----------------------------------

    Income before taxes                   (122,655)            1,153,865


Income tax expense (benefit):         
    Current taxes                          (44,267)              191,474
    Deferred taxes                           1,923               150,630
                                      ----------------------------------
                                           (42,344)              342,104
                                      ----------------------------------
    Net Income                             (80,311)              811,761
                                      ----------------------------------

Other Comprehensive Income
   Unrealized gains (losses) on
       available-for-sale securities
        (net of income tax)               (889,624)            4,260,253
   Less:  reclassification adjustment 
        (net of income tax)               (170,961)           (1,357,650)
                                      ----------------------------------
                                        (1,060,585)            2,902,603
                                      ----------------------------------
                                      
Comprehensive Income                   $(1,140,896)          $ 3,714,364
                                      ==================================

See notes to financial statements
</TABLE>
<PAGE>
<TABLE>
RAY ELLISON MORTGAGE ACCEPTANCE CORP.

STATEMENT OF CASH FLOWS (UNAUDITED)
<CAPTION>

                                                                         Three Months Ended
                                                                             March 31,
                                                                       1999            1998
                                                                  -----------------------------
<S>                                                               <C>              <C>    

OPERATING ACTIVITIES
     Net income (loss)                                            $    (80,311)    $   811,761
     Adjustments to reconcile net income (loss) to net cash
        used in operating activities:
            Income tax expense (benefit)                               (42,344)        342,104
        Amortization of discount                                      (286,918)       (531,867)
        Amortization of underwriting fees and bond
            issuance expense                                           405,184       1,868,957
        (Gain)/Loss on sale of GNMA securities                        (266,994)     (2,490,331)
      Changes in operating assets and liabilities:
            Accrued interest receivable                                 61,187         317,400
            Accounts payable                                            21,000          (1,713)
            Accrued interest payable                                   (60,854)       (300,831)
                                                                  -----------------------------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                   (250,050)         15,480
                                                                  -----------------------------
 
INVESTING ACTIVITIES
     Dividends paid to parent                                                0      (5,000,000)
     Advances and notes with affiliate                                  20,133       3,472,487
     Principal payments received on GNMA securities                  6,641,850      11,748,121
     Proceeds from sale of GNMA securities                           3,563,828      39,717,294
                                                                  -----------------------------
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                 10,225,811      49,937,902
                                                                  -----------------------------


FINANCING ACTIVITIES
     Decrease (increase) in requisite funds on deposit                  14,017          30,733
     Redemption of bonds payable                                    (9,990,000)    (50,029,000)
                                                                  -----------------------------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES                 (9,975,983)    (49,998,267)
                                                                  -----------------------------
 
INCREASE (DECREASE) IN CASH                                               (222)        (44,885)
Cash at beginnning of year                                              20,679          91,465
                                                                  -----------------------------
  
                                             CASH AT MARCH 31,    $     20,457     $    46,580
                                                                  =============================
   
See notes to financial statements
</TABLE>
<PAGE>


                      Ray Ellison Mortgage Acceptance Corp.

                     Notes to Unaudited Financial Statements

                           March 31, 1999 and 1998


1.   Significant Accounting Policies

Basis of Presentation

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q and Article 10 of Regulation
S-X.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring  accruals)  considered  necessary  for a fair  presentation  have been
included.  Operating results for the three month period ended March 31, 1999 are
not  necessarily  indicative  of the results  that may be expected  for the year
ended  December  31, 1999.  For further  information  refer to the  consolidated
financial  statements  and footnotes  thereto  included in the Company's  annual
report on Form 10-K for the year ended December 31, 1998.

2.   Bonds Payable
 The long-term bonds payable of the Company are issued in series as follows:
<TABLE>
<CAPTION>
                            Face                                              Bonds Outstanding
                            of Bonds        Interest     Maturity         December 31,         March 31,    
Series     Issued           at Issue          Rate         Date               1998               1999
----------------------------------------------------------------------------------------------------------
<S>         <C>          <C>                 <C>        <C>            <C>                <C>

 1993B      12/22/93           21,000,000     6.000     12/31/2024         16,914,000         16,580,000
 1994A      01/27/94           15,000,000     6.000     01/31/2025         11,522,000         11,073,000
 1994B      02/24/94           13,000,000     6.000     02/28/2025          9,624,000          9,258,000
 1995A      02/23/95            8,000,000     8.000     02/28/2026          3,508,000                  -
 1995B      03/30/95           21,000,000     7.500     03/31/2026         12,194,000         10,944,000
 1995C      05/25/95            9,225,000     7.100     05/31/2026          6,971,000          6,538,000
 1996A      04/25/96           12,500,000     7.000     04/30/2027         10,344,000          9 593,000
 1996B      05/30/96           15,500,000     7.000     05/31/2027         12,697,000         11,454,000
 1996C      09/26/96            9,000,000     7.100     09/30/2027          7,556,000          6,887,000
 1997A      04/24/97           12,500,000     7.000     04/30/2027         10,577,000          9,590,000
                      ----------------------                        --------------------------------------

                         $    136,725,000                              $  101,907,000     $   91,917,000
                      ======================                        ======================================
</TABLE>

The remaining bonds may be redeemed at the option of the Company, in whole or in
part,  at any time after the fourth  anniversary  of their  issuance.  To ensure
sufficient funds to meet debt service  requirements,  the Indenture provides for
redemption if the payments to be made on the GNMA  securities  will be less than
the debt service requirements. The amounts of bonds to be redeemed are dependent
on a number  of  factors  such as: 1)  prepayments  on the GNMA  securities,  2)
interest earned on requisite  funds, 3) deposit or substitution of collateral in
lieu of bond redemption,  and 4) requests for redemption by bondholders.  In all
redemptions  described above, the redemption price will be 100% of the principal
amount  of the  bonds  to be  redeemed  plus  interest  accrued  to the  date of
redemption.
<PAGE>

Item 2.  Management's  Discussion  and Analysis of Financial  Condition and
               Results of Operation.



                        Quarter ended March 31, 1999

     As of March 31, 1999,  the Company has completed the issuance of ninety-two
Series of its  GNMA-Collateralized  Bonds (Bonds). Each Series of Bonds has been
assigned a bond rating of AAA by Standard & Poors Ratings Groups.  Proceeds from
the sale of each Series of Bonds have been used by the Company to purchase  GNMA
(Government National Mortgage Association) securities from affiliated companies.
The GNMA  securities  purchased are pledged as collateral for one or more Series
of the  Company's  Bonds. 

     From time to time, the Company has substituted or deposited additional GNMA
securities to below-market  Bond Series in accordance with the Indentures  under
which the Bonds are issued.  Management  anticipates  that such  substitution or
deposit  of  additional   GNMA  securities  in  these  Bond  Series  will  defer
redemptions  in the Bond series  affected.  Additionally,  from time to time the
Company has substituted or withdrawn GNMA securities securing  above-market Bond
Series to the extent  permitted by the Indentures.  Management  anticipates that
such substitutions or withdrawals of GNMA securities will accelerate redemptions
in the Bond Series affected.

     As of April 30, 1999,  the Company has  exercised  its option to redeem all
Series  issued  previous to 1993 as well as Series 1993A,  1994C through  1994M,
1995A and 1995B.  These calls produced  significant  gains for the Company.  The
Company  has  exercised  its option to redeem  GMNA-Collateralized  Bond  Series
whenever the Series were  callable and the interest rate on the series was above
the  current  market   interest  rate.   Management   anticipates   calling  any
above-market  interest rate Bond Series at the earliest date permitted under the
respective prospectus supplement for such Bond Series.

     The Company  anticipates  that receipts from the GNMA  securities  securing
each outstanding  series of Bonds together with reinvestment  income thereon and
funds  available in any expense funds which may be established  for such series,
will  be  adequate  to  meet  the  Company's  cash  flow   requirements  to  pay
administrative  expenses  and the  principal  of and  interest on each series of
Bonds as they become due. The Company does not have, nor does management  expect
that the  Company  will  have,  any  significant  source of cash flow other than
capital  contributions  from its parent and/or  advances from its affiliates and
receipts on  collateral  securing  Bonds which have been or may be issued by the
Company.  Because each series of outstanding Bonds is secured by GNMA securities
paying  interest and  principal at specified  rates backed by existing  pools of
mortgage loans,  and because payment on outstanding  Bonds issued by the Company
are at fixed interest rates, management does not expect that changes in economic
factors will significantly  affect the Company's ability to meet its obligations
as they come due.

     All GNMA securities are classified as  available-for-sale  as of January 1,
1994.  Accordingly,  GNMA securities are reflected on the  accompanying  balance
sheet at fair value,  with the unrealized gains and losses,  net of tax reported
in a separate category of shareholders'  equity. The Company wishes to emphasize
that  due  to the  nature  of its  business,  the  GNMA  securities  carried  as
available-for-sale  collateralize  GNMA-collateralized bonds, and the securities
are not salable before the bonds are callable, at some future date. In addition,
the market value of GNMA securities  fluctuates  significantly as interest rates
change;  therefore,  the market  values of the GNMA  securities as of the future
redemption  dates  may  vary  significantly  from  the  current  date,  and  the
realization of the unrealized gains is not assured. When market is such that the
value of GNMA  securities  is less than  amortized  cost,  the  Company  has the
expectation  that they would be held to maturity as  collateral  for the related
GNMA-collateralized  Bonds, or until the market value rose, whichever is sooner,
and the Company would not realize any unrealized losses. Thus, no tax benefit is
recognized for unrealized losses for the Company's investment in GNMA's.

     As has been widely  reported,  many computer systems process dates based on
two digits for the year of a transaction  and are unable to process dates in the
year  2000 and  beyond.  In  connection  with  its  ongoing  information  system
management efforts,  REMAC has previously replaced or modified its key financial
information and operational systems that were not year 2000 compliant. Remaining
financial and  operational  systems have been assessed,  and detailed plans have
been developed and are being implemented to make the necessary  modifications to
ensure year 2000 compliance.  The financial impact of making the required system
changes for year 2000  compliance are not expected to have a material  effect on
REMAC's financial statements.

     The Company may from time to time make  forward-looking  statements (within
the  meaning  of the  Private  Securities  Litigation  Reform  Act of 1995) with
respect to expected Year 2000 compliance  program,  Company objectives and other
financial  and  business  matters.  The Company  cautions  the reader that these
forward-  looking  statements  are  subject to numerous  assumptions,  risks and
uncertainties,  including economic  conditions;  regulatory actions and reforms;
competition;  as well as other  reasons,  all of which change over time.  Actual
results may differ materially from forward-looking statements.
<PAGE>

    Part II. Other Information


    Item 1.  Legal Proceedings
                    NONE

     Item 2.  Change in Securities
                    NONE

     Item 3.  Defaults Upon Senior Securities
                    NONE

     Item 4.  Submission of Matters to Vote of Security Holders
                    NONE

     Item 5.  Other Information
                    NONE

     Item 6.   Exhibits and Reports on Form 8K
                    NONE

<PAGE>



Signatures:


Pursuant to the  requirements  of the  Securities  and Exchange act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.


               RAY ELLISON MORTGAGE ACCEPTANCE CORP.
                           (Registrant)



               /s/ Locksley Simmons
               ------------------------------------
               Locksley Simmons
               Vice President and Chief Financial Officer


               DATE:  May 14, 1999


<PAGE>
Exhibit Index

EX-3.1 Articles of Incorporation of the Registrant as originally filed. (1)

EX-3.2  Bylaws of the  Registrant  as  currently  in effect.  (5)

EX-4.1 Form of Indenture  between the  Registrant  and Trustee  (containing
       Form of Bond). (4)

EX-4.2 Form of Series Supplement(2)

EX-4.3 Form of Guaranty  Agreement for GNMA I Program ("Summary of Guaranty
       Agreement". (3) EX-4.4 Form of Guaranty Agreement for GNMA II Program
       ("Schedule of Subscribers and GNMA II Contractual Agreement"). (4)

*EX-27 Financial Data Schedule

     (1) Previously  filed with the Commission as an exhibit to the Registrant's
         Form S-11 Registration  Statement (File No. 2-93624)on October 4, 1984,
         and incorporated by reference herein.

     (2)  Previously   filed   with  the   Commission   as  an  exhibit  to  the
          Post-Effective   Amendment  No.  1  to  the  Registrant's   Form  S-11
          Registration  Statement  (File No.  2-93624) on February 14, 1985, and
          incorporated by reference herein.

     (3)  Previously filed with the Commission as an exhibit to Amendment
          No. 1 to the Registrant's Form S-11 Registration Statement (File
          No. 2-93624) on January 11, 1985, and incorporated by reference
          herein.

     (4)  Previously filed with the Commission as an exhibit to the Registrant's
          Form S-11 Registration  Statement (File No.  33-48368)on June 4, 1992,
          and incorporated by reference herein.

     (5)  Previously filed with the Commission as an exhibit to the Registrant's
          Form 10-Q for the quarter  ended June 30, 1995,  and  incorporated  by
          reference herein.

     *Filed Herein