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 27, 2011

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 27, 2011, the Federal Home Loan Bank of Dallas issued a press release disclosing information regarding its financial condition at September 30, 2011 and its results of operations for the quarter and nine months ended September 30, 2011. 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 27, 2011 disclosing financial information regarding the quarter and nine months ended September 30, 2011

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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 27, 2011	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 27, 2011 disclosing financial information regarding the quarter and nine months ended September 30, 2011

EX-99.1

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Exhibit 99.1

FOR IMMEDIATE RELEASE

October 27, 2011

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 27, 2011 – The Federal Home Loan Bank of Dallas (Bank) today reported net income of $11.8 million for the quarter ended September 30, 2011. For the nine months ended September 30, 2011, the Bank reported net income of $30.0 million.

Total assets at September 30, 2011 were $31.4 billion, compared with $31.4 billion at June 30, 2011 and $39.7 billion at December 31, 2010. During the third quarter, declines in the Bank’s advances ($1.1 billion), short-term liquidity portfolio ($0.5 billion) and long-term held-to-maturity securities portfolio ($0.4 billion) were offset by the addition to the Bank’s long-term investment portfolio of $2.0 billion in U.S. agency and other highly rated debentures, all of which were classified as available-for-sale. For the nine-month period ended September 30, 2011, declines in the Bank’s advances ($6.9 billion), short-term liquidity portfolio ($1.8 billion) and long-term held-to-maturity securities portfolio ($1.6 billion) were offset in part by the third quarter additions to the Bank’s long-term investment portfolio.

Advances totaled $18.6 billion at September 30, 2011, compared with $19.7 billion at June 30, 2011 and $25.5 billion at December 31, 2010. During the quarter and nine months ended September 30, 2011, advances to the Bank’s top five borrowers as of December 31, 2010 decreased by $1.5 billion and $5.6 billion, respectively, which included the maturity of $1.2 billion and $4.5 billion, respectively, of advances to the Bank’s two largest borrowers as of December 31, 2010. In addition, during the year-to-date period, $0.8 billion of maturing advances were repaid following the consolidation of several members’ charters into the charter of an out-of-district institution. Advances to the Bank’s other members increased by $0.4 billion during the third quarter; during the nine-month period, advances to these members decreased by $0.5 billion.

Due to principal repayments on mortgage-backed securities (MBS), the Bank’s held-to-maturity securities portfolio declined from $7.3 billion at June 30, 2011 and $8.5 billion at December 31, 2010 to $6.9 billion at September 30, 2011. The Bank did not acquire any MBS during the nine months ended September 30, 2011.

The Bank’s operating results for the quarter and nine months ended September 30, 2011 included credit-related other-than-temporary impairment charges of $1.6 million and $5.3 million, respectively, on certain of its investments in non-agency (private-label) residential MBS (RMBS). The unpaid principal balance of the Bank’s non-agency RMBS holdings, all of which are classified as held-to-maturity, totaled $331.3 million at September 30, 2011, compared with $348.3 million at June 30, 2011 and $397.9 million at December 31, 2010.

The Bank’s retained earnings increased to $478.1 million at September 30, 2011, from $467.5 million at June 30, 2011 and $452.2 million at December 31, 2010. 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 $56.2 million at June 30, 2011 and $63.3 million at December 31, 2010 to $52.6 million at September 30, 2011. Accumulated other comprehensive loss attributable to net unrealized losses on the Bank’s available-for-sale securities portfolio totaled $6.1 million as of September 30, 2011.

Additional selected financial data as of and for the quarter and nine months ended September 30, 2011 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, 2011 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, 2011

(Unaudited, in thousands)

	September 30, 2011			June 30, 2011			December 31, 2010
Selected Statement of Condition Data:
Investments (1)	$	11,250,626		$	9,285,616		$	12,268,954
Advances	18,648,722			19,684,428			25,455,656
Mortgage loans held for portfolio, net	173,378			183,908			207,168
Total assets	31,427,316			31,387,759			39,690,070
Consolidated obligations, net	27,401,516			27,974,372			36,447,583
Mandatorily redeemable capital stock	7,604			17,176			8,076
Capital stock — putable	1,243,943			1,284,559			1,600,909
Retained earnings	478,060			467,503			452,205
Total accumulated other comprehensive income (loss)	(58,222		)	(55,695		)	(62,702		)
Total capital (2)	1,663,781			1,696,367			1,990,412

	For the Three Months Ended September 30, 2011			For the Nine Months Ended September 30, 2011
Selected Statement of Income Data:
Net interest income	$	34,871		$	114,397
Credit component of other-than-temporary impairment losses	(1,615		)	(5,337		)
Other loss	(980		)	(12,713		)
Total other expense	19,166			58,471
Total assessments	1,312			7,837
Net income	11,798			30,039

(1) Investments consist of interest-bearing deposits, securities purchased under agreements to resell, federal funds sold, trading securities, available-for-sale securities and held-to-maturity securities.

(2) As of September 30, 2011, June 30, 2011 and December 31, 2010, total regulatory capital was $1,729,607, $1,769,238 and $2,061,190, respectively, which represented 5.50 percent, 5.64 percent and 5.19 percent, respectively, of total assets as of those dates.

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