================================================================================

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

                                    FORM 10-Q

         |X|      Quarterly Report Pursuant to Section 13 or 15(d) of
                  the Securities Exchange Act of 1934

                      For the quarter ended March 31, 2001

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

                         Commission file number 33-83524


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

                     Virginia                               54-1736551
           (State or other jurisdiction                  (I.R.S. Employer
                 of incorporation)                      Identification No.)

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

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

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 ninety days. |X| Yes |_| No

As of April 30, 2001, the latest  practicable  date,  there were 1,000 shares of
Merit Securities Corporation common stock outstanding.

The registrant  meets the conditions set forth in General  Instructions H (1)(a)
and (b) of Form 10-Q and is  therefore  filing  this Form 10-Q with the  reduced
disclosure format.

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<PAGE>
                          MERIT SECURITIES CORPORATION
                                    FORM 10-Q
                                      INDEX


                                                                     Page Number
PART I.           FINANCIAL INFORMATION

Item 1.           Financial Statements
                      Balance Sheets at March 31, 2001 (unaudited)
                      and December 31, 2000                               3

                      Statements of Operations for the three months
                      ended March 31, 2001 and 2000 Unaudited             4

                      Statement of Shareholder's Equity for the
                      three months ended March 31, 2001 Unaudited         5

                      Statements of Cash Flows for the three
                      months ended March 31, 2001 and 2000
                      Unaudited                                           6

                      Notes to Unaudited Financial Statements             7

Item 2.           Management's Discussion and Analysis of
                      Financial Condition and Results of
                      Operations                                          8

Item 3.           Quantitative and Qualitative Disclosures
                      about Market Risk                                  10

PART II.          OTHER INFORMATION

Item 1.           Legal Proceedings                                      11

Item 5.           Other Information                                      11

Item 6.           Exhibits and Reports on Form 8-K                       11

SIGNATURES                                                               14
<PAGE>
PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements

MERIT SECURITIES CORPORATION
Balance Sheets
(amounts in thousands except share data)

<TABLE>
<CAPTION>
                                                                       (Unaudited)
                                                                         March 31,           December 31,
                                                                          2001                   2000
                                                                    ------------------     ------------------
<S>              <C>                                                       <C>                    <C>
ASSETS:
   Collateral for collateralized bonds                               $    2,064,219         $    2,208,015
   Cash                                                                           -                     10
                                                                    -----------------      -----------------
                                                                     $    2,064,219         $    2,208,025
                                                                    =================      =================

LIABILITIES AND SHAREHOLDER'S EQUITY

LIABILITIES:
   Non-recourse debt - collateralized bonds                          $    1,999,730         $    2,143,028
                                                                    -----------------      -----------------

SHAREHOLDER'S EQUITY:
   Common stock, no par value,
       10,000 shares authorized, 1,000 shares issued and                         10                     10
outstanding
   Additional paid-in capital                                               141,989                147,240
   Accumulated other comprehensive loss                                     (91,680)               (94,296)
   Retained earnings                                                         14,170                 12,043
                                                                    -----------------      -----------------
                                                                             64,489                 64,997
                                                                    -----------------      -----------------
                                                                     $    2,064,219         $    2,208,025
                                                                    =================      =================
</TABLE>

See notes to unaudited financial statements.
<PAGE>
MERIT SECURITIES CORPORATION
Statements of Operations, Unaudited
(amounts in thousands except share data)

                                                        Three Months Ended
                                                             March 31,
                                                    ----------------------------
                                                       2001            2000
                                                    ------------   -------------

Interest income:
    Collateral for collateralized bonds            $   44,754     $    53,672
                                                   -------------  --------------

Interest and related expense:
    Interest expense on collateralized bonds           35,877          46,169
    Other collateralized bond expense                     412             380
                                                   -------------  --------------
                                                       36,289          46,549
                                                   -------------  --------------

Net interest margin before provision for losses         8,465           7,123
Provision for losses                                   (6,338)         (4,985)
                                                   -------------  --------------
Net interest margin                                     2,127           2,138

Interest on due to affiliates, net                          -            (471)
                                                   -------------  --------------
Net income                                         $    2,127     $     1,667
                                                   =============  ==============




See notes to unaudited financial statements.
<PAGE>
MERIT  SECURITIES  CORPORATION
Statement of Shareholder's Equity (Unaudited)
Three months ended March 31, 2001
(amounts in thousands except share data)


<TABLE>
<CAPTION>
                                                                       Accumulated
                                                     Additional           other
                                        Common         paid-in        comprehensive         Retained
                                         stock         capital             loss             earnings          Total
                                    -------------  --------------  -------------------  ---------------  ----------------
<S>     <C>                               <C>             <C>              <C>               <C>               <C>

Balance at December 31, 2000          $    10        $  147,240      $     (94,296)       $   12,043       $    64,997
                                                                                                         ----------------

Comprehensive income:
   Net income                               -                 -                  -             2,127             2,127

   Change in net unrealized loss on
      investments available-for-sale        -                 -              2,616                 -             2,616
                                                                                                         ----------------
Total comprehensive income                                                                                 $     4,743
                                                                                                         ----------------

Capital distributions                       -            (5,251)                 -                 -            (5,251)
                                    ------------   --------------  -------------------  --------------   ----------------

Balance at March 31, 2001             $    10        $  141,989      $     (91,680)       $   14,170       $    64,489
                                    ============   ==============  ===================  ==============   ================
</TABLE>




See notes to unaudited financial statements.
<PAGE>
MERIT SECURITIES CORPORATION
Statements of Cash Flows, Unaudited
(amounts in thousands)

<TABLE>
<CAPTION>

                                                                             Three Months Ended
                                                                                 March 31,
                                                                 -------------------------------------------
                                                                        2001                    2000
                                                                 -------------------     -------------------
<S>     <C>                                                             <C>                      <C>

Operating activities:
  Net income                                                         $   2,127               $   1,667
  Adjustments to reconcile net income to net
      cash provided by operating activities:
    Provision for losses                                                 6,338                   4,985
    Amortization, net                                                    2,341                   2,685
    Other                                                                  924                     222
                                                                 -------------------     -------------------
      Net cash provided by operating activities                         11,730                   9,559
                                                                 -------------------     -------------------

Investing activities:
  Collateral for collateralized bonds:
    Principal payments on collateral                                   138,495                 117,188
    Net decrease in accrued interest receivable
       and funds held by trustee                                          (462)                     45
                                                                 -------------------     -------------------
      Net cash provided by investing activities                        138,033                 117,233
                                                                 -------------------     -------------------

Financing activities:
  Collateralized bonds:
    Principal payments on collateralized bonds                        (144,305)              (118,932)
    Decrease in accrued interest payable                                  (217)                   (75)
    Decrease in due to affiliates                                            -                (42,344)
    Capital (distributions) contributions                               (5,251)                 34,559
                                                                 -------------------     -------------------
      Net cash used for financing activities                          (149,773)               (126,792)
                                                                 -------------------     -------------------

Net decrease in cash                                                       (10)                      -
Cash, beginning of period                                                   10                      10
                                                                 --------------------    --------------------

Cash, end of period                                                  $       -               $      10
                                                                 ===================     ===================

Supplemental disclosure of cash flow information:
  Cash paid for interest                                             $     168               $  45,272
                                                                 ===================     ===================
</TABLE>



See notes to unaudited financial statements.
<PAGE>
MERIT SECURITIES  CORPORATION Notes to Unaudited Financial  Statements March 31,
2001 (amounts in thousands except share data)

NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance  with the  instructions  to Form 10-Q and do not  include  all of the
information and notes required by generally accepted  accounting  principles for
complete financial statements.  The financial statements include the accounts of
Merit Securities  Corporation  (the  "Company").  The Company is a wholly-owned,
limited-purpose  finance subsidiary of Issuer Holding Corporation  ("IHC").  IHC
was formed on September 4, 1996 to acquire all of the  outstanding  stock of the
Company and certain other affiliates of Dynex Capital, Inc. ("Dynex").  IHC is a
wholly-owned  subsidiary of Dynex.  The Company was organized to facilitate  the
securitization  of loans through the issuance and sale of  collateralized  bonds
(the "Bonds").

In the opinion of  management,  all material  adjustments,  consisting of normal
recurring  adjustments,  considered  necessary  for a fair  presentation  of the
financial  statements  have been included.  The Balance Sheet at March 31, 2001,
the Statements of Operations for the three months ended March 31, 2001 and 2000,
the Statement of Shareholder's Equity for the three months ended March 31, 2001,
the Statements of Cash Flows for the three months ended March 31, 2001 and 2000,
and the related notes to financial  statements are unaudited.  Operating results
for the three months ended March 31, 2001 are not necessarily  indicative of the
results that may be expected for the year ending  December 31, 2001. For further
information, refer to the audited financial statements and footnotes included in
the Company's Form 10-K for the year ended December 31, 2000.

Certain amounts for 2000 have been  reclassified to conform to the  presentation
for 2001.

NOTE 2--COLLATERAL FOR COLLATERALIZED BONDS

Pursuant to the requirements of Statement of Financial  Accounting Standards No.
115,  Accounting  for Certain  Investments  in Debt and Equity  Securities,  the
Company   has    classified    collateral    for    collateralized    bonds   as
available-for-sale.  The following table summarizes the Company's amortized cost
basis and fair value of collateral  for  collateralized  bonds at March 31, 2001
and  December  31,  2000,  and the  related  average  effective  interest  rates
(calculated  for the month ended  March 31,  2001 and  December  31,  2000,  and
excluding unrealized gains and losses):
<TABLE>

-------------------------------------------------------------------------------------------------------------------
                                                      March 31, 2001                    December 31, 2000
-------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                  Effective                          Effective
                                              Fair Value        Interest Rate      Fair Value      Interest Rate
-------------------------------------------------------------------------------------------------------------------
<S>     <C>                                      <C>                 <C>              <C>                 <C>

Collateral for collateralized bonds:
   Amortized cost                         $      2,174,349          8.2%       $      2,322,537         8.1%
   Allowance for losses                            (18,450)                             (20,226)
-------------------------------------------------------------------------------------------------------------------
      Amortized cost, net                        2,155,899                            2,302,311
   Gross unrealized gains                           23,234                               25,113
   Gross unrealized losses                        (114,914)                            (119,409)
-------------------------------------------------------------------------------------------------------------------
                                          $      2,064,219                     $      2,208,015
-------------------------------------------------------------------------------------------------------------------
</TABLE>

Collateral for collateralized bonds consists of debt securities backed primarily
by  adjustable-rate  and  fixed-rate  mortgage  loans  secured by first liens on
single  family  residential  housing,  manufactured  housing  installment  loans
secured  by  either a UCC  filing or a motor  vehicle  title  and  property  tax
receivables.  All  collateral  for  collateralized  bonds is  pledged  to secure
repayment of the related  collateralized bonds. All principal and interest (less
servicing-related  fees) on the  collateral  is  remitted  to a  trustee  and is
available for payment on the  collateralized  bonds.  The Company's  exposure to
loss on collateral for  collateralized  bonds is generally limited to the amount
of collateral pledged in excess of the related  collateralized  bonds issued, as
the collateralized  bonds issued are non-recourse to the Company. The collateral
for  collateralized  bonds can be sold by the  Company,  but only subject to the
lien of the collateralized bond indenture.


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

     The Company was organized to facilitate the securitization of loans through
the issuance and sale of collateralized  bonds (the "Bonds").  The Bonds will be
secured  primarily  by: (i) mortgage  loans  secured by first or second liens on
residential property, (ii) Federal National Mortgage Association Mortgage-Backed
Certificates,  (iii)  Federal  Home Loan  Mortgage  Corporation  Mortgage-Backed
Certificates,  (iv) Government  National  Mortgage  Association  Mortgage-Backed
Certificates,     (v)    other    mortgage    pass-through    certificates    or
mortgage-collateralized  obligations,  (vi) property tax  receivables  and (vii)
consumer installment loans (collectively,  the "Collateral"). In the future, the
Company may also securitize other types of loans.

     After  payment of the  expenses of an offering  and certain  administrative
expenses,  the net  proceeds  from an offering of Bonds will be used to purchase
Collateral  from IHC or various  third  parties.  IHC can be expected to use the
proceeds  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.

                               FINANCIAL CONDITION

--------------------------------------------------------------------------------
(amounts in thousands                        March 31,              December 31,
 except per share data)                        2001                     2000
--------------------------------------------------------------------------------

Collateral for collateralized bonds         $ 2,064,219            $   2,208,015
Non-recourse debt - collateralized bonds      1,999,730                2,143,028
Shareholder's equity                             64,489                   64,997

Collateralized bond series outstanding                4                        4

--------------------------------------------------------------------------------

Collateral for collateralized bonds
     As of both March 31, 2001 and December  31, 2000,  the Company had 4 series
of collateralized  bonds outstanding.  The collateral for  collateralized  bonds
decreased  to $2.06  billion  at March 31,  2001  compared  to $2.21  billion at
December 31, 2000.  This  decrease of $0.14  billion is primarily  the result of
$138.5 million in paydowns on the collateral.

Non-recourse debt - collateralized bonds
     Collateralized  bonds  decreased  to $2.00  billion at March 31,  2001 from
$2.14  billion at December  31,  2000 as a result of $144.3  million in paydowns
during the three months ended March 31, 2001.

Shareholder's Equity
     Shareholder's  equity  decreased  to $64.5  million at March 31,  2001 from
$65.0 million at December 31, 2000.  This decrease was primarily the result of a
$5.2 million capital distribution to IHC during the three months ended March 31,
2001 offset by net income during the three months of $2.1 million and a decrease
of $2.6 million in the net  unrealized  loss on  investments  available-for-sale
during the period.

                              RESULTS OF OPERATIONS

--------------------------------------------------------------------------------
                                                      Three Months Ended
                                                           March 31,
                                             -----------------------------------
(amounts in thousands)                               2001               2000
--------------------------------------------------------------------------------

Interest income                               $     44,754       $     53,672
Interest expense on collateralized bonds            35,877             46,169
Provision for losses                                 6,338              4,985
Net interest margin                                  2,127              2,138
Net income                                           2,127              1,667

--------------------------------------------------------------------------------

     Interest  income  on the  collateral  for  collateralized  bonds  decreased
slightly to $44.8  million for the three  months ended March 31, 2001 from $53.7
million for the same period in 2000.  This  decrease was primarily a result of a
decline in collateral for collateralized bonds between the respective periods.

     Interest expense on collateralized bonds decreased to $35.9 million for the
three months ended March 31, 2001 from $46.2  million for the three months ended
March 31, 2000. This decrease was due to the decline in collateralized bonds due
to prepayments on the related collateral for collateralized  bonds, coupled with
an overall decline in the cost of funds on the collateralized bonds.

     Provision  for losses  increased to $6.3 million for the three months ended
March 31, 2001 from $5.0 million for the same period in 2000.  This increase was
primarily a result of increasing the reserve for probable losses on various loan
pools  pledged as  collateral  for  collateralized  bonds  where the Company has
retained  credit risk,  specifically  the Company's  investment in  manufactured
housing loan pools.

     Net  interest  margin was $2.1 million for both three month  periods  ended
March 31, 2001 and 2000,  respectively.  An increase in provision for losses and
the decline in interest earning assets was offset by reduced  borrowing costs on
collateralized bonds outstanding.

Credit Exposures
With collateralized bond structures, the Company retains credit risk relative to
the  amount  of  overcollateralization  required  in  conjunction  with the bond
insurance.  Losses are generally first applied to the overcollateralized amount,
with any  losses in  excess  of that  amount  borne by the bond  insurer  or the
holders of the  collateralized  bonds.  The Company only incurs credit losses to
the extent that losses are incurred in the repossession, foreclosure and sale of
the  underlying  collateral.  Such  losses  generally  equal  the  excess of the
principal  amount  outstanding,  less  any  proceeds  from  mortgage  or  hazard
insurance,  over the  liquidation  value of the  collateral.  To compensate  the
Company for retaining  this loss  exposure,  the Company  generally  receives an
excess  yield  on  the  collateralized  loans  relative  to  the  yield  on  the
collateralized  bonds. At March 31, 2001, the Company retained $178.5 million in
aggregate principal amount of  overcollateralization.  The Company had reserves,
or otherwise had provided  coverage on $79.4 million at March 31, 2001. At March
31,  2001,  $30.3  million of these  reserve  amounts  are in the form of a loss
reimbursement  guarantee  from an A rated  third-party.  During the first  three
months of 2001, the Company provided for additional reserves of $6.3 million and
incurred credit losses of $8.1 million.

The Company and Dynex are currently  engaged in a dispute with the  counterparty
to the loss  reimbursement  guarantees,  which aggregated $30.3 million at March
31, 2001.  Such  guarantees are payable when  cumulative loss trigger levels are
reached on certain of the Company's single-family mortgage loan securitizations.
Currently,  these  trigger  levels  have been  reached on four of the  Company's
securities,  and the Company has made claims under the reimbursement  guarantees
in amounts  approximating  $1.3 million.  The counterparty has denied payment on
these claims,  citing  various  deficiencies  in loan  underwriting  which would
render these loans and  corresponding  claims ineligible under the reimbursement
agreements. The Company disputes this classification and is pursuing this matter
through court-ordered arbitration.

Other Matters
     At March 31,  2001,  the Company had  securities  of  approximately  $308.6
million  remaining for issuance  under a registration  statement  filed with the
Securities and Exchange  Commission.  The Company anticipates issuing additional
Bonds in the future.


Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Market risk generally  represents the risk of loss that may result from the
potential  change in the value of a financial  instrument due to fluctuations in
interest and foreign exchange rates and in equity and commodity  prices.  Market
risk is inherent to both derivative and  non-derivative  financial  instruments,
and  accordingly,  the scope of the  Company's  market risk  management  extends
beyond derivatives to include all market risk sensitive  financial  instruments.
As a financial  services  company,  net interest  income  comprises  the primary
component of the Company's earnings. As a result, the Company is subject to risk
resulting  from  interest  rate  fluctuations  to the extent that there is a gap
between the amount of the  Company's  interest-earning  assets and the amount of
interest-bearing   liabilities  that  are  prepaid,  mature  or  reprice  within
specified periods.

     As the Company's  parent,  Dynex  continuously  monitors the aggregate cash
flow,  projected net yield and market value of the collateral for collateralized
bonds under various interest rate and prepayment  assumptions.  Dynex utilizes a
monthly  static cash flow and yield  projection  under  interest rate  scenarios
detailed below.  While Dynex may use this tool,  there can be no assurance Dynex
will  accomplish  the  goal of  adequately  managing  the  risk  profile  of the
Company's investment portfolio.

     Dynex  measures the  sensitivity  of the Company's  net interest  income to
changes  in  interest   rates.   Changes  in  interest   rates  are  defined  as
instantaneous,  parallel,  and sustained  interest  rate  movements in 100 basis
point  increments.  Dynex  estimates the Company's  interest income for the next
twelve  months  assuming no changes in interest  rates from those at period end.
Once the base case has been estimated,  cash flows are projected for each of the
defined  interest  rate  scenarios.  Those  scenario  results are then  compared
against the base case to determine the estimated change to net interest income.

The following  table  summarizes the Company's net interest  margin  sensitivity
analysis as of March 31, 2001. This analysis represents management's estimate of
the percentage  change in net interest margin given a parallel shift in interest
rates. The "Base" case represents the interest rate environment as it existed as
of March 31, 2001. The analysis is heavily  dependent upon the assumptions  used
in the model.  The effect of changes in future interest rates,  the shape of the
yield curve or the mix of assets and  liabilities  may cause  actual  results to
differ from the modeled  results.  In addition,  certain  financial  instruments
provide a degree of  "optionality."  The model  considers  the  effects of these
embedded  options when projecting cash flows and earnings.  The most significant
option affecting the Company's  portfolio is the borrowers' option to prepay the
loans. The model applies prepayment rate assumptions  representing  management's
estimate of prepayment activity on a projected basis for each collateral pool in
the investment portfolio. While the Company's model considers these factors, the
extent to which borrowers utilize the ability to exercise their option may cause
actual  results to  significantly  differ from the  analysis.  Furthermore,  its
projected   results  assume  no  additions  or  subtractions  to  the  Company's
portfolio, and no change to the Company's liability structure. Historically, the
Company  has made  significant  changes to its assets  and  liabilities,  and is
likely to do so in the future.

          ------------------------ ---------------------
                Basis Point          % Change in Net
          Increase (Decrease) in     Interest Margin
              Interest Rates          from Base Case
          ------------------------ ---------------------

                   +200                  (13.9)%
                   +100                   (7.0)%
                   Base                      -
                   -100                     7.0%
                   -200                    13.7%
          ------------------------ --------------------

     Approximately  $1.0 billion of the Company's  collateral for collateralized
bonds as of March 31, 2001 is comprised of loans or securities  that have coupon
rates  which  adjust  over  time  (subject  to  certain  periodic  and  lifetime
limitations)  in  conjunction   with  changes  in  short-term   interest  rates.
Approximately  66% and 25% of the ARM loans underlying the Company's  collateral
for  collateralized  bonds  are  indexed  to and reset  based  upon the level of
six-month LIBOR and one-year CMT, respectively.

     Generally,  during  a period  of  rising  short-term  interest  rates,  the
Company's net interest spread earned on its collateralized  bonds will decrease.
The  decrease of the net interest  spread  results from (i) the lag in resets of
the ARM loans underlying the collateral for collateralized bonds relative to the
rate  resets on the  collateralized  bonds and (ii) rate resets on the ARM loans
which are generally limited to 1% every six months or 2% every twelve months and
subject  to  lifetime  caps,  while  the  associated  borrowings  have  no  such
limitation.  As short-term interest rates stabilize and the ARM loans reset, the
net interest margin may be restored to its former level as the yields on the ARM
loans adjust to market conditions.  Conversely, net interest margin may increase
following a fall in short-term interest rates. This increase may be temporary as
the  yields on the ARM loans  adjust to the new  market  conditions  after a lag
period. In each case, however, the Company expects that the increase or decrease
in the net interest spread due to changes in the short-term interest rates to be
temporary.  The net  interest  spread may also be  increased or decreased by the
proceeds or costs of interest  rate swap and cap  agreements,  to the extent the
Company has entered into such agreements.

     As part of its asset/liability  management  process,  the Company may enter
into interest rate cap and swap  agreements.  These interest rate agreements are
used by the Company to help  mitigate  the risk  related to the  collateral  for
collateralized  bonds for  fluctuations in interest rates that would  ultimately
impact net interest income.

     The remaining portion of the Company's  collateral for collateralized bonds
as of March 31, 2001,  approximately  $1.1  billion,  is comprised of loans that
have coupon rates that are fixed. The Company has limited its interest rate risk
on such collateral  primarily through the issuance of fixed-rate  collateralized
bonds.  Overall,  the Company's  interest rate risk is primarily  related to the
rate of  change  in  short-term  interest  rates and to the level of  short-term
interest rates.


PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings:

          None

Item 5.   Other Information:

          None

Item 6.   Exhibits and Reports on Form 8-K:

(a)       Exhibits

3.1       Articles of Incorporation  of the Registrant  (Incorporated  herein by
          reference to the Exhibits to Registrant's Registration Statement No.
          33-83524 on Form S-3 filed August 31, 1994).

3.2       Bylaws of the  Registrant  (Incorporated  herein by  reference  to the
          Exhibits to Registrant's  Registration  Statement No. 33-83524 on Form
          S-3 filed August 31, 1994).

3.3       Amended and  Restated  Articles of  Incorporation  of the  Registrant,
          effective  April 19, 1995  (Incorporated  herein by  reference to
          Exhibit to the Registrant's Current Report on Form 8-K, filed
          April 21, 1995).

4.1       Indenture  between  Registrant and Trustee,  dated as of August 1,
          1994 (Incorporated herein by reference to the Exhibits to Registrant's
          Registration Statement No. 33-83524 on Form S-3 filed August 31,
          1994).

4.2       Form  of  Supplement   Indenture   between   Registrant   and  Trustee
          (Incorporated  herein by reference to the Exhibits to Registrant's
          Registration Statement No. 33-83524 on Form S-3 filed August 31,
          1994).

4.3       Copy of the Indenture, dated as of November 1, 1994, by and between
          the Registrant 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 19, 1994).

4.4       Copy of the Series 4 Indenture Supplement, dated as of June 1, 1995,
          by and between the  Registrant and Texas Commerce Bank National
          Association, as Trustee (including schedules and exhibits)
          (Incorporated herein by reference to Exhibit to the Registrant's
          Current Report on Form 8-K, filed July 10, 1995).

4.5       Copy of the Series 10  Indenture  Supplement,  dated as of December 1,
          1997, by and between the Registrant and Texas Commerce Bank National
          Association, as Trustee (related  schedules and exhibits available
          upon request of the Trustee).  (Incorporated  herein by reference to
          Exhibit of Registrant's Current Report on Form 8-K, filed January 6,
          1998).

4.6       Copy of the Series 11 Indenture Supplement, dated as of March 1, 1998,
          by and between the Registrant and Texas Commerce Bank National
          Association, as Trustee (related  schedules and exhibits available
          upon request of the Trustee).  (Incorporated  herein by reference to
          Exhibit of Registrant's  Current Report on Form 8-K, filed June 12,
          1998).

4.7       Copy of the Series 12 Indenture Supplement, dated as of March 1, 1999,
          by and between the Registrant and Texas Commerce Bank National
          Association,  as Trustee (related  schedules and exhibits available
          upon request of the Trustee).  (Incorporated  herein by reference to
          Exhibit of Registrant's  Current Report on Form 8-K, filed April 12,
          1999).

4.8       Copy of the Series 13 Indenture Supplement, dated as of August 1,
          1999, by and between the Registrant and Texas Commerce Bank National
          Association, as Trustee (related  schedules and exhibits available
          upon request of the Trustee).  (Incorporated  herein by reference to
          Exhibit of Registrant's  Current Report on Form 8-K, filed
          September 13, 1999).

99.1      Standard  Provisions to Servicing  Agreement  (Incorporated  herein by
          reference to the Exhibits to Registrant's Registration Statement No.
          33-83524 on Form S-3 filed August 31, 1994).

99.2      Form of Servicing Agreement  (Incorporated  herein by reference to the
          Exhibits to Registrant's  Registration  Statement No. 33-83524 on
          Form S-3 filed August 31, 1994).

99.3      Standard Terms to Master Servicing Agreement  (Incorporated  herein by
          reference to the Exhibits to Registrant's Registration Statement No.
          33-83524 on Form S-3 filed August 31, 1994).

99.4      Form of Master Servicing Agreement  (Incorporated  herein by reference
          to the Exhibits to Registrant's  Registration Statement No. 33-83524
          on Form S-3 filed August 31, 1994).

99.5      Form of  Prospectus  Supplement  of Bonds  secured by  adjustable-rate
          mortgage loans (Incorporated  herein by reference to Exhibits to
          Registrant's Pre-Effective Amendment No. 4 to Registration Statement
          No. 33-83524 on Form S-3 filed December 5, 1994).

99.6      Form of Financial  Guaranty Assurance Policy  (Incorporated  herein by
          reference to the Exhibits to Registrant's Registration Statement No.
          33-83524 on Form S-3 filed August 31, 1994).

99.7      Form of GEMICO Mortgage Pool Insurance Policy  (Incorporated herein by
          reference to the Exhibits to Registrant's Registration Statement No.
          33-83524 on Form S-3 filed August 31, 1994).

99.8      Form of PMI Mortgage Insurance Co. Pool Insurance Policy (Incorporated
          herein by reference to the Exhibits to Registrant's  Registration
          Statement No. 33-83524 on Form S-3 filed August 31, 1994).

99.9      Form of Prospectus  Supplement of Bonds secured by fixed-rate mortgage
          loans (Incorporated   herein  by   reference   to  Exhibits  to
          Registrant's Pre-Effective Amendment No. 4 to Registration Statement
          No. 33-83524 on Form S-3 filed December 5, 1994).

99.10     Copy of the Saxon Mortgage  Funding  Corporation  Servicing Guide for
          Credit  Sensitive  Loans,  February  1,  1995  Edition  (Incorporated
          herein by reference to Exhibit to the Registrant's Current Report on
          Form 8-K, filed March 8, 1995).

99.11     Copy of Financial  Guaranty  Insurance  Policy No.  50364-N issued by
          Financial  Guaranty  Assurance  Inc.,  dated April 7, 1995,  with
          respect to the Series 3 Bonds (Incorporated  herein by reference to
          Exhibit to the Registrant's Current Report on Form 8-K, filed
          April 21, 1995).

99.12     Copy of Financial  Guaranty  Insurance  Policy No.  50382-N issued by
          Financial  Guaranty  Assurance  Inc.,  dated June 29, 1995,  with
          respect to the Series 4 Bonds (Incorporated  herein by reference to
          Exhibit to the Registrant's Current Report on Form 8-K, filed July 10,
          1995).

99.13     Copy of the Standard  Terms to Master  Servicing  Agreement,  June 1,
          1995 Edition  (Incorporated  herein by reference to Exhibit to the
          Registrant's Current Report on Form 8-K, filed July 10, 1995).

99.14     Copy of Financial  Guaranty Insurance Policy No. 19804 issued by MBIA
          Insurance  Corporation  (Incorporated  herein by  reference  to
          Exhibit  to the Registrant's Current Report on Form 8-K, filed
          November 15, 1995).

99.15     Copy of Financial  Guaranty Insurance Policy No. 20596 issued by MBIA
          Insurance  Corporation  (Incorporated  herein by  reference  to
          Exhibit  to the Registrant's Current Report on Form 8-K, filed
          March 21, 1996).

99.16     Copy of Financial  Guaranty Insurance Policy No. 21296 issued by MBIA
          Insurance  Corporation  (Incorporated  herein by  reference  to
          Exhibit to the Registrant's Current Report on Form 8-K, filed June 19,
          1996).

(b)       Reports on Form 8-K
          -------------------

          None.
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  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.

                                        MERIT SECURITIES CORPORATION



                                        By:  /s/ Thomas H. Potts
                                             ----------------------------------
                                             Thomas H. Potts
                                             President
                                             (Principal Executive Officer)



                                             /s/ Stephen J. Benedetti
                                             ----------------------------------
                                             Stephen J. Benedetti
                                             Treasurer
                                             (Principal Financial &
                                              Accounting Officer)


Dated:  May 15, 2001