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

                                  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, 2003

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


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

                         Commission file number 33-83524

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

4551 Cox Road, Suite 300, Glen Allen, Virginia                23060-6740
   (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

Indicate by check mark whether the registrant is an accelerated filer (as
         defined in Exchange Act Rule 12b-2). |_| Yes |X| No

As of October 31, 2003, 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 Consolidated Balance Sheets at September 30, 2003
          and December 31, 2002 (unaudited)....................................1

          Condensed Consolidated Statements of Operations for the three months
          and nine months ended September 30, 2003 and 2002 (unaudited)........2

          Condensed Consolidated Statements of Cash Flows for the nine months
          ended September 30, 2003 and 2002 (unaudited)........................3

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

Item 2. Management's Discussion and Analysis of
        Financial Condition and Results of Operations..........................6

Item 3. Quantitative and Qualitative Disclosures about Market Risk.............9

Item 4. Controls and Procedures...............................................11

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




                                       i
<PAGE>




PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

MERIT SECURITIES CORPORATION

Condensed Consolidated Balance Sheets (Unaudited)
(amounts in thousands except share data)

                                                  --------------- --------------
                                                  September 30,   December 31,
                                                       2003           2002
                                                  --------------- --------------

ASSETS:
     Collateral for collateralized bonds:
       Loans, net                                  $     825,220  $   1,017,446
       Debt securities, available-for-sale               270,287        323,791
     Other loans                                           3,794          6,505
     Asset-backed Securities, held-to-maturity               926          1,644
     Due from affiliates, net                             37,648         11,507
                                                  --------------- --------------
                                                   $   1,137,875  $   1,360,893
                                                  =============== ==============

LIABILITIES AND SHAREHOLDER'S EQUITY

LIABILITIES:
     Collateralized bonds                          $   1,081,423  $   1,299,113

SHAREHOLDER'S EQUITY:
     Common stock, no par value, 10,000 shares
       authorized, 1,000 shares issued and outstanding        10             10
     Additional paid-in capital                           68,674         68,674
     Accumulated other comprehensive income (loss)           367           (134)
     Retained (deficit) earnings                         (12,599)        (6,770)
                                                  --------------- --------------
                                                          56,452         61,780
                                                  --------------- --------------
                                                   $   1,137,875  $   1,360,893
                                                  =============== ==============

See notes to unaudited condensed consolidated financial statements.




                                       1
<PAGE>


<TABLE>
<CAPTION>
MERIT SECURITIES CORPORATION

Condensed Consolidated Statements of Operations (Unaudited)
(amounts in thousands)


                                                      ------------------------------------    -----------------------------------
                                                              Three Months Ended                      Nine Months Ended
                                                                 September 30                            September 30
                                                      ------------------------------------    -----------------------------------
                                                           2003                2002                2003                2002
                                                      ----------------    ----------------    ---------------     ---------------
<S>                                                         <C>                 <C>                 <C>                 <C>
Interest income:

   Collateral for collateralized bonds                  $     19,176        $     25,727        $     61,701        $     80,478
   Other loans                                                    26                  17                 101                  44
   Asset-backed securities, held-to-maturity                     118                   -                 234                   -
                                                      ----------------    ----------------    ---------------     ---------------
                                                              19,320              25,744              62,036              80,522
                                                      ----------------    ----------------    ---------------     ---------------

Interest and related expense:
   Interest expense on collateralized bonds                   11,945              15,648              38,111              49,002
   Other collateralized bond expense                             230                 502               1,017               1,496
                                                      ----------------    ----------------    ---------------     ---------------
                                                              12,175              16,150              39,128              50,498
                                                      ----------------    ----------------    ---------------     ---------------

Net interest margin before provision for
   loan losses                                                 7,145               9,594              22,908              30,024
Provision for loan losses                                     (5,003)             (5,486)            (27,298)            (16,643)
                                                      ----------------    ----------------    ---------------     ---------------
Net interest margin                                            2,142               4,108              (4,390)             13,381

Impairment charges                                                 -              (2,429)             (1,454)             (8,832)
Other                                                            (17)                164                  15                (380)
                                                      ----------------    ----------------    ---------------     ---------------
Net income (loss)                                              2,125               1,843              (5,829)              4,169
Change in net unrealized loss during period on:
Investments classified as available-for-sale                   1,943                (216)               (501)              5,383
                                                      ----------------    ----------------    ---------------     ---------------
Comprehensive income (loss)                             $      4,068        $      1,627        $     (6,330)       $      9,552
                                                      ================    ================    ===============     ===============

See notes to unaudited condensed consolidated financial statements.
</TABLE>




                                       2
<PAGE>




MERIT SECURITIES CORPORATION
Condensed Consolidated Statements of Cash Flows (Unaudited)
(amounts in thousands)


                                                         -----------------------
                                                            Nine Months Ended
                                                              September 30,
                                                         -----------------------
                                                             2003         2002
                                                         ----------   ----------
Operating activities:
    Net (loss) income ................................   $  (5,829)   $   4,169
    Adjustments to reconcile net (loss) income to
      net cash provided by operating activities:
      Impairment charges .............................       1,454        8,832
      Provision for loan losses ......................      27,298       16,643
      Amortization, net ..............................       3,602        6,760
      Other ..........................................       1,745       (1,806)
                                                         ---------    ---------
        Net cash provided by operating activities ....      28,270       34,598
                                                         ---------    ---------

Investing activities:
      Principal payments on collateral ...............     218,276      324,830
      Purchase of loans ..............................        --       (158,933)
      Proceeds from sale of collateralized bonds .....        --        605,272
                                                         ---------    ---------
                                                         ---------    ---------
        Net cash provided by investing activities ....     218,276      771,169
                                                         ---------    ---------

Financing activities:
      Principal payments on collateralized bonds .....    (220,405)    (775,649)
      Payments to affiliates .........................     (26,141)      (6,018)
      Capital distributions ..........................        --        (24,100)
                                                         ---------    ---------
        Net cash used for financing activities .......    (246,546)    (805,767)
                                                         ---------    ---------
Net change in cash ...................................        --           --
Cash, beginning of period ............................        --           --
                                                         ---------    ---------

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


Supplemental disclosure of cash flow information:
    Cash paid for interest ...........................   $  36,124    $  46,932
                                                         =========    =========

See notes to unaudited condensed consolidated financial statements.




                                       3
<PAGE>

MERIT SECURITIES CORPORATION

NOTES TO UNAUDITED Condensed CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2003
(amounts in thousands except share data)


NOTE 1 -- BASIS OF PRESENTATION

     The  accompanying  condensed  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  accounting  principles  generally
accepted in the United States of America,  hereinafter referred to as "generally
accepted accounting principles" for complete financial statements. The financial
statements include the accounts of Merit Securities  Corporation (the "Company")
and its wholly owned subsidiary, Financial Asset Securitization,  Inc. ("FASI"),
which was purchased from Dynex Capital, Inc. ("Dynex"), its parent, on March 31,
2002.  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.  IHC is a wholly owned  subsidiary  of Dynex.  Dynex has elected to be
treated as a real  estate  investment  trust  ("REIT")  for  federal  income tax
purposes under the Internal  Revenue Code of 1986.  Accordingly,  the Company is
not subject to federal  income tax. The Company was organized to facilitate  the
securitization  of loans through the issuance and sale of  collateralized  bonds
(the "Bonds"). All significant inter-company balances and transactions have been
eliminated in the consolidation of the Company.

     In the opinion of  management,  all  material  adjustments,  consisting  of
normal recurring  adjustments,  considered  necessary for a fair presentation of
the  condensed   consolidated  financial  statements  have  been  included.  The
Condensed  Consolidated  Balance  Sheet at  September  30, 2003 and December 31,
2002, the Condensed  Consolidated  Statements of Operations for the three months
and nine months ended  September 30, 2003 and 2002,  the Condensed  Consolidated
Statements of Cash Flows for the nine months ended  September 30, 2003 and 2002,
and the  related  notes  to  condensed  consolidated  financial  statements  are
unaudited.  Operating  results for the nine months ended  September 30, 2003 are
not  necessarily  indicative  of the results  that may be expected  for the year
ending December 31, 2003.

     Certain  reclassifications  have been made to the financial  statements for
2002 to conform to the presentation for 2003.


NOTE 2 -- COLLATERAL FOR COLLATERALIZED BONDS

     Collateral for  collateralized  bonds consists of loans and 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 a UCC filing.  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.

     The Company  has  classified  all of its debt  securities  included  within
collateral  for  collateralized  bonds  as  available-for-sale.  As  such,  debt
securities included within collateral for collateralized  bonds at September 30,
2003 and December 31, 2002 are reported at fair value, with unrealized gains and
losses  excluded from earnings and reported as accumulated  other  comprehensive
income.  Loans included within collateral for collateralized  bonds are reported
at amortized cost.



                                       4
<PAGE>

     The following table  summarizes the types of collateral for  collateralized
bonds as of September 30, 2003 and December 31, 2002:

------------------------------ -------------------------- ----------------------
                                     September 30, 2003       December 31, 2002
------------------------------ -------------------------- ----------------------
Loans, at amortized cost            $       858,974          $      1,038,146
Allowance for loan losses                   (33,754)                  (20,700)
------------------------------ -------------------------- ----------------------
                                            825,220                 1,017,446
Debt Securities, at fair value              270,287                   323,791
------------------------------ -------------------------- ----------------------
                                    $     1,095,507          $      1,341,237
------------------------------ -------------------------- ----------------------

     The following table  summarizes the amortized cost basis,  gross unrealized
gains and  losses,  and  estimated  fair  value of debt  securities  pledged  as
collateral  for  collateralized  bonds as of September 30, 2003 and December 31,
2002:

------------------------------------ ---------------------- --------------------
                                       September 30, 2003     December 31, 2002
------------------------------------ ---------------------- --------------------
Debt securities, at amortized cost       $       269,822        $       323,728
Gross unrealized gains                               465                     63
------------------------------------ ---------------------- --------------------
Estimated fair value                     $       270,287        $       323,791
------------------------------------ ---------------------- --------------------


NOTE 3 -- DUE FROM AFFILIATES, NET

     Cash flows  generated by operations are loaned by the Company to its parent
and interest is charged to the parent at the fed effective rate.


NOTE 4 -- FAIR VALUE

     Securities classified as available-for-sale are carried in the accompanying
financial  statements  at  estimated  fair  value.  Estimates  of fair value for
securities may be based on market prices provided by certain dealers.  Estimates
of fair value for certain other  securities are  determined by  calculating  the
present value of the projected cash flows of the instruments using  market-based
discount rates,  prepayment rates and credit loss  assumptions.  The estimate of
fair value for  securities  pledged as collateral  for  collateralized  bonds is
determined by  calculating  the present value of the projected cash flows of the
instruments  using prepayment rate assumptions and credit loss assumptions based
on historical experience and estimated future activity, and using discount rates
commensurate  with those believed would be used by third parties.  Such discount
rate used in the determination of fair value of securities pledged as collateral
for  collateralized  bonds was 16% at September  30, 2003 and December 31, 2002.
Prepayment  rate  assumptions at September 30, 2003, and December 31, 2002, were
generally at a "constant  prepayment  rate," or CPR ranging from 35%-40% in 2003
and a range  of  30%-45%  in  2002,  for  collateral  for  collateralized  bonds
consisting of  securities  backed by  single-family  mortgage  loans,  and a CPR
equivalent of 10% for 2003 and 11% for 2002 for  collateral  for  collateralized
bonds  consisting  of  securities  backed by  manufactured  housing  loans.  CPR
assumptions  for each  year are  based in part on the  actual  prepayment  rates
experienced for the prior six-month period and in part on management's  estimate
of future prepayment  activity.  The loss assumptions utilized vary depending on
the collateral pledged.

     Estimates of fair value for other financial instruments are based primarily
on  management's  judgment.  Since  the fair  value of the  Company's  financial
instruments  are based on  estimates,  actual  gains and losses  recognized  may
differ from those  estimates  recorded in the condensed  consolidated  financial
statements.



                                       5
<PAGE>
NOTE 5 -- ALLOWANCE FOR LOAN LOSSES

     The  following  table  summarizes  the activity for the  allowance for loan
losses on loans within collateral for  collateralized  bonds for the nine months
ended September 30, 2003 and September 30, 2002:

--------------------------------- ----------------- ----------------------------
                                        2003                       2002
--------------------------------- ----------------- ----------------------------
Beginning balance                     $  20,700                  $  15,364
Provision for loan losses                27,298                     16,643
Credit losses, net of recoveries        (14,244)                   (17,080)
--------------------------------- ----------------- ----------------------------
Ending balance                        $  33,754                  $  14,927
--------------------------------- ----------------- ----------------------------

     The Company has limited exposure to credit risk retained on loans, which it
has securitized through the issuance of collateralized bonds. The aggregate loss
exposure  is  generally  limited  to the amount of  collateral  in excess of the
related  investment-grade  collateralized  bonds issued (commonly referred to as
"over-collateralization"),  excluding  price  premiums and  discounts  and hedge
gains and losses.  The allowance  for loan losses is included in collateral  for
collateralized bonds in the accompanying balance sheets.

     The Company continues to experience unfavorable results in its manufactured
housing loan portfolio in terms of elevated delinquencies and loss severity. For
the nine months ended September 30, 2003, the Company added $27,298 to provision
for loan losses. Included in this amount is $14,400 in provision for loan losses
recorded in June 2003  specifically for currently  existing credit losses within
outstanding  manufactured housing loans that are current as to payment but which
the Company  has  determined  to be  impaired.  Previously,  the Company had not
considered  current loans to be impaired  under  generally  accepted  accounting
principles and therefore had not previously provided for the impairment of these
loans.  Continued  worsening  trends  in both the  industry  as a whole  and the
Company's  pools of  manufactured  housing loans prompted the Company to prepare
extensive  analysis on these pools of loans.  The Company has not originated any
new manufactured  housing loans since 1999, and has extensive  empirical data on
the historical  performance of this static pool of loans.  The Company  analyzed
performance  and default  activity for loans that were current at various points
in time over the last 36 months, and based on that analysis,  identified default
trends on these loans. The Company also considered  current market conditions in
this analysis,  with the expectation that these market conditions would continue
for the  foreseeable  future.  Given this new  observable  data, the Company now
believes  the  inclusion of amounts in the  provision  for loan losses for loans
which are current as to payment is an appropriate  application of the definition
of impairment within generally accepted accounting principles, and has accounted
for this provision as a change in accounting estimate and, accordingly, recorded
the amount as additional provision for loan losses.


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.  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.



                                       6
<PAGE>

                               FINANCIAL CONDITION

----------------------------------------------------- ------------- ------------
                                                      September 30, December 31,
(amounts in thousands except series outstanding)           2003          2002
----------------------------------------------------- ------------- ------------

Collateral for collateralized bonds .................   $1,095,507   $1,341,237
Other loans .........................................        3,794        6,505
Asset-backed Securities, held-to-maturity ...........          926        1,644
Collateralized bonds ................................    1,081,423    1,299,113
Shareholder's equity ................................       56,452       61,780

Collateralized bond series outstanding ..............            4            4
-----------------------------------------------------   ----------   ----------

Collateral for collateralized bonds

     As of both  September  30, 2003 and December  31,  2002,  the Company had 4
series of collateralized  bonds  outstanding.  The collateral for collateralized
bonds  decreased to $1.1 billion at September  30, 2003 compared to $1.3 billion
at December 31, 2002. This decrease of $245.7 million is primarily the result of
$214.8  million in paydowns on the  collateral,  $27.3  million of  additions to
allowance  for loan  losses,  $1.5 million in loss on  impairment,  $1.9 million
decrease  in  accrued  interest  receivable,  and $0.6  million  of net  premium
amortization  offset by a $0.4 million decrease in unrealized loss on collateral
for collateralized bonds.

Other loans

     Other  loans  decreased  to $3.8  million at  September  30, 2003 from $6.5
million at December  31, 2002.  Other loans are composed of single  family loans
not included in the  securitization  completed in April 2002 and retained by the
Company as individual  loans. This decrease resulted from pay-downs on the loans
of $2.7 million.

Asset-backed Securities

     Asset-backed  securities  decreased to $0.9 million at September  30, 2003,
compared to $1.6 million at December 31, 2002, as a result of principal payments
of $1.0  million  during the year  partially  offset by $0.3 million in discount
amortization and accrued interest.

Collateralized bonds

     Collateralized  bonds  decreased to $1.1 billion at September 30, 2003 from
$1.3 billion at December 31, 2002. This decrease of $217.7 million is the result
of $220.4  million in paydowns and a $0.3 million  decrease in accrued  interest
payable offset by $3.0 million of amortization  of premium and discounts  during
the  nine  months  ended   September   30,  2003.   Additionally,   for  certain
securitizations,  surplus cash in the amount of $3.3 million was retained within
the  security  structure  and used to repay  collateralized  bonds  outstanding,
instead of being released to the Company, as certain  performance  triggers were
not met in such securitizations.

Shareholder's Equity

     Shareholder's  equity decreased to $56.5 million at September 30, 2003 from
$61.8 million at December 31, 2002.  This decrease was primarily the result of a
net loss of $5.8 million  offset by a decrease of $0.5 million in net unrealized
loss on investments available-for-sale.



                                       7
<PAGE>

                              RESULTS OF OPERATIONS
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------------
                                            Three Months Ended       Nine Months Ended
                                               September 30,           September 30,
                                          -----------------------  -------------------
(amounts in thousands)                      2003        2002        2003        2002
-----------------------------------------------------------------  -------------------

<S>                                         <C>          <C>         <C>         <C>
Interest income - collateral for ......   $ 19,176   $ 25,727    $ 61,701    $ 80,478
    collateralized bonds
Interest expense - collateralized bonds     11,945     15,648      38,111      49,002
Provision for loan losses .............      5,003      5,486      27,298      16,643
Net interest margin ...................      2,142      4,108      (4,390)     13,381
Impairment charges ....................       --       (2,429)     (1,454)     (8,832)
Net income (loss) .....................      2,125      1,843      (5,829)      4,169
--------------------------------------------------------------------------------------
</TABLE>

     Interest  income on the collateral for  collateralized  bonds  decreased to
$19.2 million from $25.7 million for the three-month periods ended September 30,
2003  and  2002,   respectively.   Interest   income  on  the   collateral   for
collateralized  bonds  decreased  to $61.7  million  for the nine  months  ended
September 30, 2003 from $80.5 million for the same period in 2002. This decrease
was  primarily  a result of the  continued  impact of  prepayments  on  interest
income,  as average  collateral  for  collateralized  bonds  declined  from $1.5
billion to $1.2 billion for the nine-month  period ended  September 30, 2002 and
2003, respectively,  and $1.6 billion to $1.1 billion for the three-month period
ending  September  30,  2002 and 2003,  respectively,  coupled  with the overall
decline in interest rates during 2003.

     Interest  expense on  collateralized  bonds decreased to $11.9 million from
$15.6 million for the  three-month  periods  ended  September 30, 2003 and 2002,
respectively.  Interest  expense  on  collateralized  bonds  decreased  to $38.1
million for the nine months ended  September 30, 2003 from $49.0 million for the
nine months ended September 30, 2002. This decrease resulted from the decline in
collateralized  bonds due to prepayments  and paydowns on the related assets and
normal  scheduled  bond  paydowns,  as well as a decrease  in  one-month  London
InterBank  Offered Rate ("LIBOR")  during the three and nine month periods ended
September 30, 2003 and 2002. The one-month  LIBOR rate at September 30, 2003 was
1.12% as compared to 1.81% at September 30, 2002.

     Provision  for loan losses  decreased to $5.0 million from $5.5 million for
the  three-month  periods  ended  September  30,  2003 and  2002,  respectively.
Provision for loan losses  increased to $27.3 million for the nine-month  period
ended  September  30,  2003  from  $16.6  million  for the same  period in 2002.
Included  in  provision  for  loan  losses  is  $14,400  recorded  in June  2003
specifically   for  currently   existing   credit   losses  within   outstanding
manufactured  housing loans that are current as to payment but which the Company
has  determined  to be  impaired,  as  discussed  in Note 5 of the  notes to the
Financial Statements.

     Net  interest  margin  decreased  to $2.1 million from $4.1 million for the
three-month  periods  ended  September  30,  2003 and  2002,  respectively.  Net
interest  margin  decreased  to  $(4.4)  million  from  $13.4  million  for  the
nine-month  periods  ended  September  30,  2003 and 2002,  respectively.  These
decreases  were  primarily a result of an increase in provision for loan losses,
as discussed above, and a decline in interest earning assets partially offset by
reduced  borrowing  costs  on  collateralized  bonds  outstanding  during  these
periods.

     No  impairment  charges  were  recorded  in the  three-month  period  ended
September 30, 2003 as compared to $2.4 million in the  three-month  period ended
September  30,  2002.  Impairment  charges  decreased  to $1.4 million from $8.8
million  for  the  nine-month   periods  ended  September  30,  2003  and  2002,
respectively.  These  decreases are primarily a result of a decrease in realized
losses on the debt securities portion of collateral for collateralized bonds and
an other than  temporary  impairment in 2002 on a group of loans retained by the
Company during the SASCO 9 securitization in 2002.

     Net income  increased to $2.1 million from $1.8 million for the three-month
periods  ended  September  30,  2003 and 2002,  respectively.  This  increase is
primarily  a result of a net  decrease  of $0.5  million in  provision  for loan
losses, a decrease of $3.9 million in interest  expense,  and a decrease of $2.4
million in impairment  charges  partially  offset by a $6.5 million  decrease in
interest  income on collateral  for  collateralized  bonds during the respective
periods.  Net income  decreased to a net loss of $5.8 million from net income of
$4.2  million for the  nine-month  periods  ended  September  30, 2003 and 2002,


                                       8
<PAGE>

respectively.  This  decrease is  primarily a result of a net  increase of $10.7
million in provision  for loan losses and a $18.8  million  decrease in interest
income on collateral for collateralized  bonds partially offset by a decrease of
$11.4  million in  interest  expense on  collateralized  bonds,  a $7.4  million
decrease in  impairment  charges,  and a $0.4 million  decrease in other expense
during the respective periods.

Credit Exposures

     With  collateralized  bond  structures,  the  Company  retains  credit risk
relative to the amount of  over-collateralization  required in conjunction  with
the bond issuance. Losses are generally first applied to the over-collateralized
amount,  or, in some  instances,  surplus cash and then the  over-collateralized
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 September 30, 2003, the Company retained $82.3 million
in  aggregate  principal  amount  of  over-collateralization  compared  to $93.6
million at December  31,  2002.  The  Company had  reserves,  or  otherwise  had
provided  coverage on $33.8 million at September 30, 2003. During the first nine
months of 2003, the Company  provided for  additional  reserves of $27.3 million
and incurred credit losses of $14.2 million.

     Other forms of credit enhancement that benefit the Company,  based upon the
performance of the underlying loans, may provide  additional  protection against
losses. These additional protections include loss reimbursement  guarantees with
a remaining balance of $27.5 million and a remaining deductible aggregating $0.9
million on $57.1 million of securitized  single family  mortgage loans which are
subject  to such  reimbursement  agreements  and $193.5  million of  securitized
single  family  mortgage  loans  which are  subject  to  various  mortgage  pool
insurance  policies  whereby losses would need to exceed the remaining stop loss
of at least 65% on such policies before the Company would incur losses.

Other Matters

     At September 30, 2003, 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  margin  comprises  the primary
component of the Company's earnings. Additionally, cash flow from the investment
portfolio  represents the primary component of the Company's incoming cash flow.
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  re-price  within  specified  periods.  The  Company's  strategy  has been to
mitigate  interest  rate risk through the creation of a  diversified  investment
portfolio of high quality assets that, in the aggregate, preserves the Company's
capital  base  while  generating  stable  income  and cash flow in a variety  of
interest rate and prepayment environments.

     The Company and IHC monitor the  aggregate  cash flow,  projected net yield
and market  value of the  collateral  for  collateralized  bonds  under  various
interest rate and prepayment assumptions.  While certain investments may perform
poorly  in  an  increasing  or  decreasing  interest  rate  environment,   other
investments may perform well, and others may not be impacted at all.

     The Company  focuses on the sensitivity of its cash flow, and measures such
sensitivity to changes in interest rates.  Changes in interest rates are defined


                                       9
<PAGE>

as  interest  rate  movements  in 100 basis  point and 200 basis  point  ratable
increments,  both  up  and  down,  over  the  ensuing  twelve  months  from  the
measurement  date. The Company  estimates its net interest  margin cash flow for
the next  twenty-four  months assuming that interest rates over such time period
follow the forward LIBOR curve (based on the 90-day Eurodollar futures contract)
as of September 30, 2003. 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 cash flow.

     The following table  summarizes the Company's net interest margin cash flow
sensitivity  analysis  as  of  September  30,  2003.  This  analysis  represents
management's  estimate of the percentage change in net interest margin cash flow
given a shift in interest  rates.  The "Base" case  represents the interest rate
environment  as it existed as of September  30, 2003.  As of September 30, 2003,
one-month LIBOR was 1.12% and six-month LIBOR was 1.18%. 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
most  significant  option  affecting the Company's  portfolio is the  borrower's
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. The model applies the same
prepayment  rate  assumptions  for all five  cases  indicated  below.  Given the
current  composition  and  performance  of the  investment  portfolio,  and  the
limitation to estimating  twenty-four  months of net interest margin cash flows,
variations in prepayment  rate  assumptions  are not expected to have a material
impact on the net  interest  margin  cash  flows.  Projected  results  assume no
additions  or  subtractions  to the  Company's  portfolio,  and no change to the
Company's liability structure. Historically, there have been significant changes
in the Company's  collateralized bonds, underlying collateral,  and asset-backed
securities  held-to-maturity  and there are  likely  to be such  changes  in the
future.

------------------------------------- --- ----------------------------------
            Basis Point                            % Change in Net
        Increase (Decrease)                        Interest Margin
         in Interest Rates                         From Base Case
                +200                                   (19.9)%
                +100                                   (10.4)%
                Base                                      -
                -100                                    11.1%
                -200                                    14.6%
------------------------------------- --- ----------------------------------

     Approximately $390.5 million of the Company's collateral for collateralized
bonds as of September 30, 2003,  are 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 73% and 14% of these 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.  These ARM assets are financed
with adjustable-rate collateralized bond borrowings.

     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 that
the Company has entered into such agreements.

     The remaining portion of the Company's  collateral for collateralized bonds
as of September 30, 2003,  approximately  $749.6 million,  is comprised of loans
that have coupon rates that are fixed. The Company has limited its interest rate


                                       10
<PAGE>

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.


Item 4.  Controls and Procedures

         (a) Evaluation of disclosure controls and procedures.

                  As  required by  Rule 13a-15 under the Exchange Act, as of the
                  end  of  the  period  covered  by  this  quarterly report (the
                  "Evaluation Date"),  the Company carried out an  evaluation of
                  the effectiveness of the design and operation of the Company's
                  disclosure   controls  and  procedures.  This  evaluation  was
                  carried  out  under the supervision and with the participation
                  of  the Company's management. Based upon that evaluation,  the
                  Company's  management concluded  that the Company's disclosure
                  controls and procedures are effective. Disclosure controls and
                  procedures are controls and other procedures that are designed
                  to  ensure that  information  required to  be disclosed in the
                  Company's reports filed or submitted under the Exchange Act is
                  recorded,  processed, summarized and  reported within the time
                  periods specified  in  the  SEC's rules  and forms. Disclosure
                  controls and  procedures include, without limitation, controls
                  and procedures designed to ensure that information required to
                  be disclosed in the Company's reports filed under the Exchange
                  Act is  accumulated and  communicated to management, including
                  the  Company's  management, as  appropriate, to  allow  timely
                  decisions regarding required disclosures.

         (b) Changes in internal controls.

                  There were  no  significant changes  in the Company's internal
                  controls or  in other factors that could materially affect, or
                  are  reasonably  likely  to  materially  affect the  Company's
                  internal controls subsequent to  the  Evaluation Date, nor any
                  significant  deficiencies  or  material  weaknesses  in   such
                  internal controls requiring corrective actions.


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 Registrants 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).



                                       11
<PAGE>

                  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 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).

                  4.5      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).

                  4.6      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).

                  4.7      Copy   of    the   Structure   Asset   Securitization
                           Corporation Series 2002-9 Indenture Supplement, dated
                           as of April 1, 2002, by  and between Structured Asset
                           Securitization Corporation and J. P. Morgan Chase, as
                           Trustee (related  schedules  and  exhibits  available
                           upon request of the Trustee). (Incorporated herein by
                           reference    to    Exhibit    of   Structured   Asset
                           Securitization Corporation's Current Report  on  Form
                           8-K, filed April 25, 2002).

                  31.1     Certification of Principal Executive Officer pursuant
                           to Section 302 of the Sarbanes-Oxley Act of 2002.

                  31.2     Certification of Chief Financial Officer pursuant  to
                           Section 302 of the Sarbanes-Oxley Act of 2002.

                  32.1     Certification  of  Principal   Executive  Officer and
                           Chief  Financial  Officer  pursuant to Section 906 of
                           the  Sarbanes-Oxley  Act of 2002.

                  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).



                                       12
<PAGE>

                  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  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).

                  (b)      Reports on Form 8-K

                           None




                                       13
<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



Dated:  November 13, 2003                        By:    /s/ Stephen J. Benedetti
                                                 -------------------------------
                                                 Stephen J. Benedetti
                                                 President
                                                 (Principal Executive Officer,
                                                 Principal Financial Officer)



                                                 /s/ Kevin J. Sciuk
                                                 -------------------------------
                                                 Kevin J. Sciuk
                                                 Controller
                                                 (Principal Accounting Officer)





                                       14
<PAGE>



                                                                    Exhibit 31.1

                                  CERTIFICATION
                          PURSUANT TO 17 CFR 240.13a-14
                                PROMULGATED UNDER
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen J. Benedetti, certify that:

     1.  I have reviewed this quarterly report on Form 10-Q of Merit Securities
         Corporation;

     2.  Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

     4.  The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

(a)           Designed such disclosure controls and procedures or caused such
              disclosure controls and procedures to be designed under our
              supervision, to ensure that material information relating to the
              registrant, including its consolidated subsidiaries, is made known
              to us by others within those entities, particularly during the
              period in which this quarterly report is being prepared;

         (b)  Evaluated the effectiveness of the registrant's disclosure
              controls and procedures and presented in this report our
              conclusions about the effectiveness of the disclosure controls and
              procedures, as of the end of the period covered by this report
              based on such evaluation; and

         (c)  Disclosed in this report any change in the registrant's internal
              control over financial reporting that occurred during the
              registrant's most recent fiscal quarter (the registrant's fourth
              fiscal quarter in the case of an annual report) that has
              materially affected, or is reasonable likely to materially affect,
              the registrant's internal control over financial reporting; and

     5.  The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of
         registrant's board of directors (or persons performing the equivalent
         function):

         (a)  All significant deficiencies and material weaknesses in the design
              or operation of internal control over financial reporting which
              are reasonably likely to adversely affect the registrant's ability
              to record, process, summarize and report financial information;
              and

         (b)  Any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal control over financial reporting.



Dated: November 13, 2003                         By:  /s/ Stephen J. Benedetti
                                                      --------------------------
                                                     Stephen J. Benedetti
                                                     Principal Executive Officer



                                       15
<PAGE>



                                                                    Exhibit 31.2

                                  CERTIFICATION
                          PURSUANT TO 17 CFR 240.13a-14
                                PROMULGATED UNDER
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Kevin J. Sciuk, certify that:

     1.  I have reviewed this quarterly report on Form 10-Q of Merit Securities
         Corporation;

     2.  Based on my knowledge, this quarterly report does not contain any
         untrue statement of a material fact or omit to state a material fact
         necessary to make the statements made, in light of the circumstances
         under which such statements were made, not misleading with respect to
         the period covered by this quarterly report;

     3.  Based on my knowledge, the financial statements, and other financial
         information included in this quarterly report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this quarterly report;

     4.  The registrant's other certifying officers and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
         registrant and have:

(a)           Designed such disclosure controls and procedures or caused such
              disclosure controls and procedures to be designed under our
              supervision, to ensure that material information relating to the
              registrant, including its consolidated subsidiaries, is made known
              to us by others within those entities, particularly during the
              period in which this quarterly report is being prepared;

         (b)  Evaluated the effectiveness of the registrant's disclosure
              controls and procedures and presented in this report our
              conclusions about the effectiveness of the disclosure controls and
              procedures, as of the end of the period covered by this report
              based on such evaluation; and

         (c)  Disclosed in this report any change in the registrant's internal
              control over financial reporting that occurred during the
              registrant's most recent fiscal quarter (the registrant's fourth
              fiscal quarter in the case of an annual report) that has
              materially affected, or is reasonable likely to materially affect,
              the registrant's internal control over financial reporting; and

     5.  The registrant's other certifying officers and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of
         registrant's board of directors (or persons performing the equivalent
         function):

         (a)  All significant deficiencies and material weaknesses in the design
              or operation of internal control over financial reporting which
              are reasonably likely to adversely affect the registrant's ability
              to record, process, summarize and report financial information;
              and

         (b)  Any fraud, whether or not material, that involves management or
              other employees who have a significant role in the registrant's
              internal control over financial reporting.


Dated:  November 13, 2003                     By:    /s/ Kevin J. Sciuk
                                                     ---------------------------
                                                     Kevin J. Sciuk
                                                     Principal Financial Officer



                                       16
<PAGE>



                                                                    Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Quarterly Report of Merit Securities Corporation (the
"Company") on Form 10-Q for the quarter ending September 30, 2003, as filed with
the Securities and Exchange Commission on the date hereof (the "Report"), I,
Stephen J. Benedetti, the Principal Executive Officer of the Company, certify,
pursuant to and for purposes of 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

         (1)      The Report fully  complies with  the  requirements of Section
                  13(a) or 15(d) of the Securities Exchange Act  of  1934;  and

         (2)      The information contained in the Report fairly presents, in
                  all material respects, the financial condition and results of
                  operations of the Company.



Dated:  November 13, 2003                     By:      /s/ Stephen J. Benedetti
                                                     ---------------------------
                                                     Stephen J. Benedetti
                                                     Principal Executive Officer



                                              By:      /s/ Kevin J. Sciuk
                                                     ---------------------------
                                                     Kevin J. Sciuk
                                                     Principal Financial Officer

                                       17
<PAGE>