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                                  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, 2002

         |_|      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, Virginia                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 May 10,  2002,  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

         Condensed Balance Sheets at March 31, 2002 (unaudited)
         and December 31, 2001...........................................1

         Condensed Statements of Operations for the three
         months ended March 31, 2002 and 2001 (unaudited)................2

         Condensed Statements of Cash Flows for the
         three months ended March 31, 2002 and 2001
         (unaudited).....................................................3

         Notes to Unaudited Condensed Financial Statements...............4

Item 2.  Management's Discussion and Analysis of
         Financial Condition and Results of Operations...................5

Item 3.  Quantitative and Qualitative Disclosures about Market Risk......7

PART II. OTHER INFORMATION

Item 1.  Legal Proceedings...............................................8

Item 5.  Other Information...............................................8

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

SIGNATURES..............................................................11
<PAGE>
PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements

MERIT SECURITIES CORPORATION
Condensed Balance Sheets
(amounts in thousands except share data)
<TABLE>
<CAPTION>

                                               (Unaudited)
                                                March 31,             December 31,
                                                  2002                   2001
                                            ------------------     ------------------
                   <S>                                 <C>                   <C>
ASSETS:
   Collateral for collateralized bonds       $    1,445,256         $    1,595,653
   Loans                                              3,801                  4,435
                                            ------------------     ------------------
                                             $    1,449,057         $    1,600,088
                                            ==================     ==================

LIABILITIES AND SHAREHOLDER'S EQUITY

LIABILITIES:
   Non-recourse debt - collateralized bonds  $    1,395,545         $    1,542,924
   Due to affiliate                                     582                      -
                                            ------------------      -----------------
                                                  1,396,127              1,542,924
                                            ------------------      -----------------

SHAREHOLDER'S EQUITY:
   Common stock, no par value,
       10,000 shares authorized, 1,000
       shares issued and outstanding                     10                     10
   Additional paid-in capital                        81,452                 92,774
   Accumulated other comprehensive loss             (30,205)               (35,620)
   Retained earnings                                  1,673                      -
                                            ------------------      ------------------
                                                     52,930                 57,164
                                            ------------------      ------------------
                                            $    1,449,057          $    1,600,088
                                            ==================      ==================
</TABLE>

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

                                                    Three Months Ended
                                                         March 31,
                                                ----------------------------
                                                   2002            2001
                                                -------------  -------------
                  <S>                               <C>            <C>

Interest income:
    Collateral for collateralized bonds         $   26,815     $    44,754
                                                -------------  --------------

Interest and related expense:
    Interest expense on collateralized bonds        16,869          35,877
    Other collateralized bond expense                  435             412
                                                -------------  --------------
                                                    17,304          36,289
                                                -------------  --------------

Net interest margin before provision for losses      9,511           8,465
Provision for losses                                (7,838)         (6,338)
                                                -------------  --------------
Net interest margin                                  1,673           2,127

Interest on due to affiliates, net                       -               -
                                                -------------  --------------
Net income                                      $    1,673     $     2,127
                                                =============  ==============
</TABLE>

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

<TABLE>
<CAPTION>
                                                                             Three Months Ended
                                                                                 March 31,
                                                                 -------------------------------------------
                                                                        2002                    2001
                                                                 -------------------     -------------------
                      <S>                                              <C>                      <C>

Operating activities:
  Net income                                                     $   1,673               $   2,127
  Adjustments to reconcile net income to net cash
     provided by operating activities:
    Provision for losses                                             7,838                   6,338
    Amortization, net                                                2,903                   2,341
    Other                                                            2,463                     924
                                                                 -------------------     -------------------
      Net cash provided by operating activities                     14,877                  11,730
                                                                 -------------------     -------------------

Investing activities:
  Collateral for collateralized bonds:
    Principal payments on collateral                               145,578                  138,495

    Net decrease in accrued interest receivable and                 (1,260)                    (462)
      funds held by trustee
                                                                 -------------------     -------------------
      Net cash provided by investing activities                    144,318                 138,033
                                                                 -------------------     -------------------

Financing activities:
  Collateralized bonds:
    Principal payments on collateralized bonds                    (148,325)               (144,305)
    Decrease in accrued interest payable                              (130)                   (217)
    Increase in due to affiliates                                      582                       -
    Dividends and capital distributions                            (11,322)                 (5,251)
                                                                 -------------------     -------------------
      Net cash used for financing activities                      (159,195)               (149,773)
                                                                 -------------------     -------------------

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

Cash, end of period                                              $       -               $       -
                                                                 ===================     ===================
Supplemental disclosure of cash flow information:
  Cash paid for interest                                         $  16,256               $  35,168
                                                                 ===================     ===================
</TABLE>

See notes to unaudited financial statements.
<PAGE>
MERIT SECURITIES CORPORATION
Notes to Unaudited Condensed Financial Statements
March 31, 2002
(amounts in thousands except share data)


NOTE 1--SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     The  accompanying  condensed  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 condensed 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 condensed  financial  statements have been included.  The Condensed  Balance
Sheet at March 31, 2002,  the Condensed  Statements of Operations  for the three
months ended March 31, 2002 and 2001, the Condensed Statements of Cash Flows for
the three  months  ended  March  31,  2002 and 2001,  and the  related  notes to
condensed  financial  statements are unaudited.  Operating results for the three
months ended March 31, 2002 are not  necessarily  indicative of the results that
may be expected for the year ending December 31, 2002. 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, 2001.

Certain amounts for 2001 have been  reclassified to conform to the  presentation
for 2002.


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, 2002
and  December  31,  2001,  and the  related  average  effective  interest  rates
(calculated  for the month ended  March 31,  2002 and  December  31,  2001,  and
excluding unrealized gains and losses):
<TABLE>
<CAPTION>

-------------------------------------------------------------------------------------------------------------------
                                                      March 31, 2002                    December 31, 2001
-------------------------------------------------------------------------------------------------------------------
                                                                  Effective                          Effective
                                              Fair Value        Interest Rate      Fair Value      Interest Rate
-------------------------------------------------------------------------------------------------------------------
                <S>                                 <C>             <C>                <C>             <C>

Collateral for collateralized bonds:
   Amortized cost                         $      1,497,800          7.0%       $      1,652,346         6.9%
   Allowance for losses                            (22,340)                             (21,073)
-------------------------------------------------------------------------------------------------------------------
      Amortized cost, net                        1,475,460                            1,631,273
   Gross unrealized gains                           26,762                               26,929
   Gross unrealized losses                         (56,966)                             (62,549)
-------------------------------------------------------------------------------------------------------------------
                                          $      1,445,256                     $      1,595,653
-------------------------------------------------------------------------------------------------------------------
</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,  and manufactured  housing installment loans
secured by either a UCC filing or a motor  vehicle  title.  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.


NOTE 3 - USE OF ESTIMATES

Fair Value
----------
The  Company  uses  estimates in  establishing  fair  value  for  its  financial
instruments. Estimates of fair value for collateral for collateralized bonds are
determined by  calculating  the present value of the projected net cash flows of
the instruments  using appropriate  discount rates,  prepayment rates and credit
loss  assumptions.  Discount rates used are those  management  believes would be
used by willing  buyers of these  financial  instruments  at  prevailing  market
rates.  The  discount  rate  used  in the  determination  of fair  value  of the
collateral for collateralized bonds at both March 31, 2002 and December 31, 2001
was 16%.  Variations in market discount rates,  prepayment rates and credit loss
assumptions  may  materially  impact the resulting  fair values of the Company's
financial  instruments.   Since  the  fair  value  of  the  Company's  financial
instruments is based on estimates, actual gains and losses recognized may differ
from those estimates recorded in the consolidated financial statements.


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  and  (vi)  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
<TABLE>
<CAPTION>

--------------------------------------------------- ------------------ ---- -------------------
                                                        March 31,              December 31,
(amounts in thousands except per share data)              2002                     2001
--------------------------------------------------- ------------------ ---- -------------------
                <S>                                          <C>                      <C>

Collateral for collateralized bonds                  $   1,445,256            $   1,595,653
Non-recourse debt - collateralized bonds                 1,395,545                1,542,924
Shareholder's equity                                        52,930                   57,164

Collateralized bond series outstanding                           4                        4

--------------------------------------------------- ------------------ ---- -------------------
</TABLE>

Collateral for collateralized bonds
-----------------------------------
As of both March 31, 2002 and  December  31,  2001,  the Company had 4 series of
collateralized  bonds  outstanding.  The  collateral  for  collateralized  bonds
decreased  to $1.45  billion  at March 31,  2002  compared  to $1.60  billion at
December 31, 2001. This decrease of $150 million is primarily the result of $146
million in paydowns on the collateral.

Non-recourse debt - collateralized bonds
----------------------------------------
     Collateralized  bonds  decreased  to $1.40  billion at March 31,  2002 from
$1.54  billion at December 31, 2001  primarily as a result of $148.3  million in
paydowns during the three months ended March 31, 2002.

Shareholder's Equity
--------------------
Shareholder's  equity   decreased   to  $52.9  million  at  March 31,  2002 from
$57.2 million at December 31, 2001.  This decrease was primarily the result of a
$11.3 million capital distribution to IHC during the period, partially offset by
net income of $1.7 million and a decrease of $5.4 million in net unrealized loss
on investments available-for-sale during the three months ended March 31, 2002.


                              RESULTS OF OPERATIONS
<TABLE>
<CAPTION>

-----------------------------------------------------------------------------------------
                                                              Three Months Ended
                                                                  March 31,
                                                      -----------------------------------
(amounts in thousands)                                         2002               2001
-----------------------------------------------------------------------------------------
                   <S>                                         <C>                 <C>

Interest income                                         $     26,815       $     44,754
Interest expense on collateralized bonds                      16,869             35,877
Provision for losses                                           7,838              6,338
Net interest margin                                            1,673              2,127
Net income                                                     1,673              2,127

---------------------------------------------------------------------------------------------
</TABLE>

Interest  income on the collateral for  collateralized  bonds decreased to $26.8
million for the three  months  ended  March 31, 2002 from $44.8  million for the
same  period in 2001.  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 $16.9  million for the
three months ended March 31, 2002 from $35.9  million for the three months ended
March 31, 2001. This decrease resulted from 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 $7.8 million for the three months ended March
31, 2002 from $6.3  million for the same period in 2001.  The  increase  for the
three  months  ended March 31, 2002 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 for the three months ended March 31, 2002 was $1.7 million
compared to $2.1 million for the same period in 2001.  This decline in the three
months  ended  March 31, 2002 was the result of 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
issuance.  Losses are generally first applied to the overcollateralized  amount,
or in some instances surplus cash and then the overcollaterialized  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, 2002, the Company  retained $142.3 million in aggregate  principal amount of
overcollateralization.  The Company had  reserves,  or  otherwise  had  provided
coverage on $53.0 million at March 31, 2002. At March 31, 2002, $30.3 million of
these reserve amounts are in the form of a loss reimbursement guarantee.  During
the first three months of 2002, the Company provided for additional  reserves of
$7.2 million and incurred credit losses of $6.0 million.

     The Company and Dynex have settled a dispute with the  counter-party to the
$30.3 million in  reimbursement  guarantees.  Such  guarantees  are payable when
cumulative  loss  trigger  levels  are  reached  on  certain  of  the  Company's
single-family mortgage loan securitizations.  The Company was paid $0.75 million
in  settlement of $2.4 million in claims which had been carried on the Company's
books at $1.1 million.  As part of the  settlement  certain  trigger levels were
reset and the reasons that a loss in the future would be a "non-qualifying" loss
were  significantly  narrowed.  As of March 31, 2002, $122 million of loans were
subject to such reimbursement guarantees.

Other Matters
-------------
At March 31, 2002,  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.

Dynex and IHC continuously  monitor the aggregate cash flow, projected net yield
and market  value of the  collateral  for  collateralized  bonds  under  various
interest rate and prepayment assumptions.

Approximately $0.6 billion of the Company's  collateral for collateralized bonds
as of March 31, 2002, 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 70% and 17%
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, 2002,  approximately $0.9 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.

Dynex measures the sensitivity of the Company's net interest  income,  excluding
various accounting  adjustments  including  provision for losses and premium and
discount  amortization,  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, 2002. 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, 2002. 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.  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                  (5.1)%
                   +100                  (2.6)%
                   Base                     -
                   -100                   2.6%
                   -200                   5.1%
          ------------------------ --------------------


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).

     4.9 Copy of the Series 14  Indenture  Supplement,  dated as of  November 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 November 12, 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)



                                    By:  /s/ Stephen J. Benedetti
                                         ---------------------------------------
                                         Stephen J. Benedetti
                                         Executive Vice President,
                                           Chief Financial Officer
                                         (Principal Financial &
                                           Accounting Officer)

Dated:  May 15, 2002