Edgar Filing: DYNEX CAPITAL INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

AKIN THOMAS B

2. Issuer Name and Ticker or Trading Symbol
DYNEX CAPITAL INC [DX]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
CEO and Chairman of the Board

(Last)

(First)

(Middle)

2400 BRIDGEWAY # 200, SUITE 200

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2008

(Street)

SAUSALITO, CA 94965

4. If Amendment, Date Original Filed(Month/Day/Year)
03/05/2008

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								623,141 ⁽¹⁾	D
Common Stock								632,938	I	By Talkot Fund
Common Stock								11,446	I	By Hochster Trust

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series D Preferred Stock ⁽²⁾

$ 0 ⁽⁴⁾

03/03/2008

1,000

08/08/1988⁽³⁾

Common Stock

1,000

$ 10.03

217,739 ⁽¹⁾

Series D Preferred Stock ⁽²⁾

⁽⁴⁾

08/08/1988⁽³⁾

Common Stock

360,064

By Talkot Fund

Series D Preferred Stock ⁽²⁾

⁽⁴⁾

08/08/1988⁽³⁾

Common Stock

17,342 ⁽⁵⁾

17,342

By Hochster Trust

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
AKIN THOMAS B 2400 BRIDGEWAY # 200 SUITE 200 SAUSALITO, CA 94965	X		CEO and Chairman of the Board

Signatures

Thomas B. Akin		04/01/2008
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Mr. Akin's total direct holdings in common stock is reduced by 11,446 shares held indirectly in the name of the Hochster Trust, which are reported in a separate line item. Mr. Akin's Series D Preferred Stock direct holdings are reduced by 7,342 shares which are held indirectly in the name of the Hochster Trust. Both of these amounts were inadvertently included in Mr. Akin's direct holdings totals.
(2)	The conversion is on a one for one basis for the underlying security.
(3)	The full name of the Series D Preferred Stock is "Series D 9.50% Cumulative Convertible Preferred Stock."
(4)	The Series D Preferred Stock is immediately exercisable and has no expiration date.
(5)	This amendment is filed to include indirect holdings in the same class of stock which were not included in the original filing.

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