8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): October 30, 2012

Federal Home Loan Bank of Dallas

__________________________________________

(Exact name of registrant as specified in its charter)

Federally Chartered Corporation	000-51405	71-6013989
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
8500 Freeport Parkway South, Suite 600, Irving, Texas		75063-2547
____________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 214-441-8500

Not Applicable

______________________________________________

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02 Results of Operations and Financial Condition.

On October 30, 2012, the Federal Home Loan Bank of Dallas issued a press release disclosing information regarding its financial condition at September 30, 2012 and its results of operations for the quarter and nine months ended September 30, 2012. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1. The information contained in this Item 2.02 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

Exhibits

99.1 Press release dated October 30, 2012 disclosing financial information regarding the quarter and nine months ended September 30, 2012.

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 hereunto duly authorized.

	Federal Home Loan Bank of Dallas
October 30, 2012	By:	/s/ Tom Lewis
		Name: Tom Lewis
		Title: Senior Vice President and Chief Accounting Officer

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Exhibit Index

Exhibit No.	Description
99.1	Press release dated October 30, 2012 disclosing financial information regarding the quarter and nine months ended September 30, 2012.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

October 30, 2012

Contact:

Corporate Communications

Federal Home Loan Bank of Dallas

www.fhlb.com

(214) 441-8445

Federal Home Loan Bank of Dallas

Reports Third Quarter Earnings

DALLAS, TEXAS, October 30, 2012 – The Federal Home Loan Bank of Dallas (Bank) today reported net income of $17.8 million for the quarter ended September 30, 2012. For the nine months ended September 30, 2012, the Bank reported net income of $64.5 million.

Total assets at September 30, 2012 were $35.2 billion, compared with $34.7 billion at June 30, 2012 and $33.8 billion at December 31, 2011. The $0.5 billion increase in total assets for the third quarter was attributable primarily to increases in the Bank’s advances ($0.3 billion) and short-term liquidity portfolio ($0.4 billion), which were offset in part by declines in its long-term held-to-maturity securities portfolio ($0.3 billion). For the nine-month period ended September 30, 2012, the $1.4 billion increase in total assets was attributable to increases in the Bank’s long-term available-for-sale securities portfolio ($0.9 billion), short-term liquidity portfolio ($1.1 billion) and advances ($0.7 billion), which were offset by a decline in the Bank’s long-term held-to-maturity securities portfolio ($1.2 billion).

Advances totaled $19.5 billion at September 30, 2012, compared with $19.2 billion at June 30, 2012 and $18.8 billion at December 31, 2011. The Bank’s lending activities remained relatively subdued during the first nine months of the year due largely to members' high deposit levels and weak demand for loans at member institutions.

Due to principal repayments on mortgage-backed securities (MBS), the Bank’s held-to-maturity securities portfolio declined from $5.5 billion at June 30, 2012 and $6.4 billion at December 31, 2011 to $5.2 billion at September 30, 2012. The unpaid principal balance of the Bank’s investments in non-agency (private-label) residential MBS

(RMBS), all of which are classified as held-to-maturity, totaled $266.9 million at September 30, 2012, compared with $287.9 million at June 30, 2012 and $316.7 million at December 31, 2011. During the quarter and nine months ended September 30, 2012, the Bank acquired approximately $0.2 billion of U.S. agency MBS. The Bank’s long-term available-for-sale securities portfolio, which is comprised entirely of U.S. agency and other highly rated debentures, increased from $4.9 billion at December 31, 2011 to $5.8 billion at both June 30, 2012 and September 30, 2012 due to purchases of additional debentures. The Bank’s short-term liquidity portfolio (comprised primarily of non-interest bearing excess cash balances, overnight federal funds sold and overnight reverse repurchase agreements) totaled $4.4 billion at September 30, 2012, as compared to $4.0 billion at June 30, 2012 and $3.3 billion at December 31, 2011.

The Bank’s retained earnings increased to $555.8 million at September 30, 2012, from $539.1 million at June 30, 2012 and $494.7 million at December 31, 2011. Accumulated other comprehensive loss attributable to the non-credit portion of other-than-temporary impairment losses on the Bank’s non-agency RMBS holdings declined from $46.0 million at June 30, 2012 and $51.4 million at December 31, 2011 to $43.7 million at September 30, 2012. Accumulated other comprehensive income attributable to net unrealized gains on the Bank’s available-for-sale securities portfolio totaled $11.6 million, $0.7 million and $5.2 million as of September 30, 2012, June 30, 2012 and December 31, 2011, respectively.

Additional selected financial data as of and for the quarter and nine months ended September 30, 2012 is set forth below. Further discussion and analysis regarding the Bank’s third quarter and year-to-date results will be included in its Form 10-Q for the quarterly period ended September 30, 2012 to be filed with the Securities and Exchange Commission.

About the Federal Home Loan Bank of Dallas

The Federal Home Loan Bank of Dallas is one of 12 district banks in the FHLBank System created by Congress in 1932. The Bank is a member-owned cooperative that supports housing and community development by providing competitively priced loans (known as advances) and other credit products to more than 900 members and associated institutions in Arkansas, Louisiana, Mississippi, New Mexico and Texas. For more information, visit the Bank’s website at fhlb.com.

Federal Home Loan Bank of Dallas
Selected Financial Data
As of and For the Three and Nine Months Ended September 30, 2012
(Unaudited, in thousands)
	September 30,			June 30,			December 31,
	2012			2012			2011
Selected Statement of Condition Data:
Assets
Investments (1)	$	15,420,149		$	13,805,508		$	13,537,564
Advances	19,480,464			19,207,379			18,797,834
Mortgage loans held for portfolio, net	130,947			140,443			162,645
Cash and other assets	156,581			1,575,657			1,271,924
Total assets	$	35,188,141		$	34,728,987		$	33,769,967
Liabilities
Consolidated obligations
Discount notes	$	5,692,560		$	9,507,659		$	9,799,010
Bonds	26,286,910			22,049,307			20,070,056
Total consolidated obligations	31,979,470			31,556,966			29,869,066
Mandatorily redeemable capital stock	4,531			4,890			14,980
Other liabilities	1,431,617			1,468,344			2,181,086
Total liabilities	33,415,618			33,030,200			32,065,132
Capital
Capital stock - putable	1,248,279			1,204,441			1,255,793
Retained earnings	555,775			539,124			494,657
Total accumulated other comprehensive loss	(31,531		)	(44,778		)	(45,615		)
Total capital	1,772,523			1,698,787			1,704,835
Total liabilities and capital	$	35,188,141		$	34,728,987		$	33,769,967
Total regulatory capital (2)	$	1,808,585		$	1,748,455		$	1,765,430
				For the			For the
				Three Months			Nine Months
				Ended			Ended
Selected Statement of Income Data:				September 30, 2012			September 30, 2012
Net interest income				$	41,727		$	122,930
Other income (loss)				(4,803		)	3,276
Other expense				17,195			54,503
Assessments				1,973			7,172
Net income				$	17,756		$	64,531
(1) Investments consist of interest-bearing deposits, securities purchased under agreements
to resell, federal funds sold, loans to other FHLBanks, trading securities, available-for-sale
securities and held-to-maturity securities.
(2) As of September 30, 2012, June 30, 2012 and December 31, 2011, total regulatory capital
represented 5.14 percent, 5.03 percent and 5.23 percent, respectively, of total assets
as of those dates.

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