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

                                  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 September 30, 1996

      |_|   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 of  incorporation) (I.R.S. Employer
Identification No.)

   4880 Cox Road, Glen Allen, Virginia                    23060
   (Address of principal executive offices)              (Zip Code)

                                (804) 967-5800
             (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 October 31, 1996, 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 September 30, 1996 and
               December 31, 1995                             3

               Statements of Operations for the three months and
               nine months ended September 30, 1996 and 1995 4

               Statement of Shareholder's Equity for the nine months
               ended September 30, 1996                      5

               Statements of Cash Flows for the nine months ended
               September 30, 1996 and 1995                   6

               Notes to Unaudited Financial Statements       7

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

PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings                                8

Item 5.     Other Information                                8

Item 6.     Exhibits and Reports on Form 8-K                 9

SIGNATURES                                                  12



<PAGE>



PART I.     FINANCIAL INFORMATION
Item 1.     Financial Statements

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

<CAPTION>
                                             September       December
                                                30,             31,
                                               1996             1995
                                            -----------       ----------
<S>                                          <C>                 <C>    
ASSETS:
   Collateral for CMOs                      $2,600,418        $ 733,978
                                                     
   Prepaid shelf registration fees                 243              752
   Cash                                             10               10
                                            ===========       ==========
                                            $2,600,671        $  734,740
  
                                            ===========       ==========

LIABILITIES AND SHAREHOLDER'S EQUITY

LIABILITIES:
   Bonds payable                            $2,469,020         $665,240
                                                       
   Due to affiliate                             34,916           21,736
                                            -----------       ----------
                                             2,503,936
                                                                686,976
                                            -----------       ----------

SHAREHOLDER'S EQUITY:
   Common stock, no par value,
      10,000 shares authorized,
      1,000 shares issued and outstanding           10               10
   Additional paid-in capital                   82,136           35,222
   Net unrealized gain on mortgage              39,484           10,313
investments
   Retained earnings (deficit)                 (24,895 )          2,219
                                                              ----------
                                            -----------
                                                96,735           47,764
                                            ===========       ==========
                                            $ 2,600,671       $ 734,740
                                                       
                                            ===========       ==========


</TABLE>
See notes to unaudited financial statements.






<PAGE>



<TABLE>
MERIT SECURITIES CORPORATION
Statements of Operations
<CAPTION>
(amounts in thousands except share      Three Months Ended      Nine Months Ended
data)
                                           September 30,          September 30,
                                          1996       1995        1996        1995
                                        ---------   --------    --------   ---------

<S>                                      <C>            <C>       <C>        <C>    
Interest Income:
    Collateral for CMOs               $  33,599  $  10,010   $  76,381  $   18,593
                                       ----------  ---------   ---------  ----------

Interest and CMO-related expense:
     Interest on CMOs                    29,377      9,361      69,308      15,654
    Other CMO expense                       717         60       1,871         864
    Provision for losses                    900                  1,700
                                                        -                       -
                                       ----------  ---------   ---------  ----------
                                         30,994      9,421                  16,518
                                                                72,879
                                       ----------  ---------   ---------  ----------

Net interest margin                       2,605        589       3,502       2,075

Provision for loss on Parent's sale      (1,300 )       -      (29,434 )        -
of affiliates
Interest on due to affiliate               (602 )      (98 )    (1,182 )      (197 )
                                       ----------  ---------   ---------  ----------

Net income (loss)                     $     703   $    491   $ (27,114 ) $   1,878
                                       ==========  =========   =========  ==========


</TABLE>
See notes to unaudited financial statements.


<PAGE>



<TABLE>
MERIT SECURITIES CORPORATION
Statement of Shareholder's Equity
(amounts in thousands except share data)

<CAPTION>

                                                Net
                                             unrealized
                                 Additional   gain on    Retained
                        Common     paid-in   mortgage    earnings
                         stock     capital   investments (deficit)    Total
                      ------------ --------- ----------  ---------- -----------

<S>                    <C>          <C>        <C>        <C>          <C>           
Balance at December    $    10   $  35,222  $           $          $
31, 1995                                       10,313      2,219      47,764


Contributed capital          -                      -          -      46,914
                                   46,914

Change in net
unrealized gain              -           -     29,171          -      29,171
   on mortgage
investments

Net loss                     -           -                (27,114)   (27,114)
                                                    -
                         -------   ---------  ---------   --------   ---------

Balance at September   $         $  82,136  $           $ (24,895) $  96,735
30, 1996                    10                 39,484
                         =======   =========  =========   ========   =========








</TABLE>
See notes to unaudited financial statements.

<PAGE>



<TABLE>
MERIT SECURITIES CORPORATION
Statements of Cash Flows
(amounts in thousands)

<CAPTION>
                                                    Nine Months       Nine Months
                                                       Ended          Ended
                                                   September 30,      September 30,
                                                        1996               1995
                                                   ---------------    ---------------

<S>                                                <C>                <C>     
Operating activities:
  Net income (loss)                                 $  (27,114 )       $   1,878
  Adjustments to reconcile net income to net
cash
   provided by operating activities:
   Amortization, net                                     5,323             1,242
    Provision for losses                                 1,700                 -
    Provision for loss on Parent's sale of              29,434                 -
      affiliates
    Increase in accrued interest, net                   (5,986 )          (9,658 )
   Decrease in prepaid shelf registration fees             509                 -
                                                      ----------         ---------
      Net cash provided by (used for)                    3,866            (6,538 )
operating activities
                                                      ----------         ---------


Investing activities:
  Collateral for CMOs:
     Purchase of mortgage loans subsequently          (2,135,51)         (540,157)
       securitized
    Principal payments on collateral                   271,170            101,271
    Net increase in funds held by trustee                 (198 )              (5 )
                                                      ----------
                                                                         ---------
      Net cash used for investing activities          (1,864,53)         (438,891)
                                                      ----------         ---------

Financing activities:
  Collateralized mortgage obligations:
     Proceeds from issuance of securities             2,071,285          506,326
    Principal payments on securities                  (270,707 )         (100,353)

  Increase in due to affiliate                          13,180             4,987
  Capital contributions                                 46,914            34,469
                                                      ----------         ---------
    Net cash provided by financing activities         1,860,672          445,429
                                                      ----------         ---------

Net decrease in cash                                         -                 -
Cash at beginning of period                                 10                10
                                                      ----------         ---------

Cash at end of period                               $       10         $      10
                                                      ==========         =========

Supplemental disclosure of cash flow information:
  Cash paid for interest                            $   63,507         $  16,624
                                                      ==========         =========






</TABLE>
See notes to unaudited financial statements.


<PAGE>


MERIT SECURITIES CORPORATION
Notes to Unaudited Financial Statements September 30, 1996 (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
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 from Resource  Mortgage  Capital,  Inc. (RMC).  IHC is a wholly-owned
subsidiary of RMC. The Company was organized to facilitate the securitization of
mortgage  loans  through  the  issuance  and  sale  of  collateralized  mortgage
obligations (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 September 30,
1996,  the  Statements of Operations  for the three months and nine months ended
September 30, 1996 and 1995, the Statement of Shareholder's  Equity for the nine
months ended  September  30,  1996,  the  Statements  of Cash Flows for the nine
months ended  September  30, 1996 and 1995,  and the related  notes to financial
statements are unaudited.  Operating results for the nine months ended September
30, 1996 are not necessarily  indicative of the results that may be expected for
the year ending December 31, 1996. 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, 1995.

Certain amounts for 1995 have been reclassified to conform with the presentation
for 1996.

NOTE 2--AVAILABLE-FOR-SALE MORTGAGE SECURITIES

The Company has classified all of its mortgage securities,  solely consisting of
collateral for CMOs, as  available-for-sale.  The following tables summarize the
Company's mortgage securities held at September 30, 1996. No mortgage securities
were sold during the nine months ended September 30, 1996.
<TABLE>

                                Securities held at September 30, 1996
<CAPTION>
                            -------------------------------------------------
                            Amortized      Fair         Gross      Gross
                            cost basis     value     unrealized    unrealized
                                                        gain          loss
                            ----------  -----------  -----------   ----------
                            ----------  -----------  -----------  -----------

<S>                            <C>            <C>          <C>          <C> 
Collateral for CMOs         $  2,560,934 $ 2,600,418  $ 39,484      $    -
                            ==========  ===========  ===========  ===========

</TABLE>

NOTE 3 -- PROVISION FOR LOSS ON PARENT'S SALE OF AFFILIATES

On May 13, 1996,  RMC completed  the sale of various RMC  affiliates to Dominion
Mortgage  Services,  Inc.  (Dominion),  a  wholly-owned  subsidiary  of Dominion
Resources,  Inc. Included in the affiliates sold was Meritech Mortgage Services,
Inc.  (Meritech),  the  servicer  for a  significant  portion  of the  Company's
collateral  for CMOs.  As a result of this sale,  the  Company  recorded a $29.4
million  provision  for  possible  losses for those  loans  which are  currently
serviced by Meritech,  and where the Company has  retained  the credit risk.  As
part of terms of the sale,  Dominion has provided  for  reimbursement  of losses
incurred  by  the  Company  pursuant  to  various  Loss  Reimbursement  Guaranty
Agreements  for actual losses  incurred on loans pledged as collateral  for CMOs
and serviced by Meritech which exceed the above reserve recorded by the Company,
up to an additional $30 million.  Such guaranty  agreements  apply only to loans
serviced by Meritech and is specific to each CMO issued by the Company.


<PAGE>


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

Merit  Securities  Corporation  (the  Company) was  incorporated  in Virginia on
August  19,  1994  as a  wholly-owned,  limited-purpose  finance  subsidiary  of
Resource Mortgage Capital,  Inc. (RMC). Issuer Holding  Corporation,  Inc. (IHC)
was formed on September 4, 1996 to acquire all of the  outstanding  stock of the
Company and certain other affiliates from RMC. IHC is a wholly-owned  subsidiary
of RMC.

The Company was organized to facilitate  the  securitization  of mortgage  loans
through  the  issuance  and sale of  collateralized  mortgage  obligations  (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,   and  (v)  any   other   mortgage
pass-through certificates or mortgage-collateralized  obligations (collectively,
the Collateral).

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.

During the three months ended  September  30, 1996,  the Company  issued one (1)
series of Bonds totaling  approximately $942 million aggregate principal amount.
As of  September  30, 1996,  the Company had six (6) series of CMOs  outstanding
totaling  approximately  $2.5 billion,  compared to $665 million at December 31,
1995.  Interest  income on collateral for CMOs increased  $57.8 million to $76.4
million for the nine months ended  September  30, 1996 compared to $18.6 million
for the nine months ended  September 30, 1995  reflecting  the higher balance of
collateral  for CMOs resulting  from the  additional  issuances  during the last
quarter  of 1995 and the first nine  months of 1996.  Interest  and  CMO-related
expense  increased  $56.4 from $16.5 million for the nine months ended September
30, 1995 to $72.9 million for the nine months ended September 30, 1996 resulting
from the higher level of Bonds outstanding at September 30, 1996.

As discussed in Note 3 to the  financial  statements,  as a result of the parent
company's  sale of certain  affiliates  during the second  quarter of 1996,  the
Company  recorded a $29.4 million  provision  for the possible  losses for loans
which are serviced by Meritech Mortgage Services, Inc. (Meritech),  an affiliate
which was sold,  and where the Company has retained the credit risk. The Company
has also recorded a provision  for losses of $1.7 million for  potential  credit
losses  from loans  pledged as  collateral  for CMOs which are not  serviced  by
Meritech and where the Company has  retained the credit risk on such loans.  The
provision  has been  recorded  as a  reduction  to net  interest  margin  in the
accompanying financial statements.

At September  30,  1996,  the Company had  securities  of  approximately  $161.2
million  remaining for issuance  under a registration  statement  filed with the
Securities and Exchange  Commission.  The Company anticipates issuing additional
Bonds in the future.

The  Company  competes  in a national  market with other  private  conduits  and
various financial firms. Economic conditions, interest rates, regulatory changes
and market dynamics all influence the mortgage securities market.

PART II.    OTHER INFORMATION

Item 1.     Legal Proceedings:

            None

Item 5.     Other Information:

            None


<PAGE>


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 1 Indenture  Supplement,  dated as of November 1, 1994,
      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 December 19, 1994).

4.5   Copy of the Series 2 Indenture  Supplement,  dated as of February 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 March 8, 1995).

4.6   Copy of the Series 3 Indenture  Supplement,  dated as of March 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
      April 21, 1995).

4.7   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).

4.8   Copy of the Series 5 Indenture Supplement, dated as of October 1, 1995, to
      Indenture, dated as of November 1, 1994, by and between the Registrant and
      Texas Commerce Bank National  Association,  as Trustee  (related  exhibits
      available upon request to the Trustee).  (Incorporated herein by reference
      to Exhibit to the Registrant's  Current Report on Form 8-K, filed November
      15, 1995).

4.9   Copy of the Series 6 Indenture  Supplement,  dated as of March 1, 1996, 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
      March 21, 1996).


<PAGE>


4.10  Copy of the Series 7 Indenture Supplement, dated as of May 1, 1996, 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 to  Registrant's
      Current Report on Form 8-K, filed June 19, 1996).

4.11  Copy of the Series 8 Indenture Supplement,  dated as of September 1, 1996,
      by  and  between  the   Registrant   and  Texas   Commerce  Bank  National
      Association,  as Trustee  (related  schedules and exhibits  available upon
      request of the Trustee).  (Incorporates  herein by reference to Exhibit of
      Registrant's Current Report on Form 8-K, filed October 9, 1996).

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  Financial  Guaranty  Insurance  Policy  No.  50331-N  issued  by
      Financial Security Assurance Inc., dated December 7, 1994, with respect to
      the Series 1 Bonds  (Incorporated  herein by  reference  to the Exhibit to
      Registrant's 1994 Form 10-K, dated and filed March 31, 1995).

99.11 Copy of  Financial  Guaranty  Insurance  Policy  No.  95010074  issued  by
      Financial  Guaranty  Insurance  Company,  dated  February 23,  1995,  with
      respect to the Series 2 Bonds (Incorporated herein by reference to Exhibit
      to the Registrant's Current Report on Form 8-K, filed March 8, 1995).

99.12 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).

99.13 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).

99.14 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).

99.15 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).

99.16 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).

99.17 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).

99.18 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

      Current  Report on Form 8-K as filed  with the  Commission  on  October 9,
      1996, relating to the Registrant's Series 8 Bonds.




<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/ Lynn K. Geurin
                                        Lynn K. Geurin
                                        (Principal Executive Officer)





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






Dated:  November 14, 1996