EXHIBIT T3A(XI)

Exhibit T3A(xi)
ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
DYNEX CAPITAL, INC.

1. The name of the corporation is Dynex Capital, Inc.

2. Article VI of the Corporation's Articles of Incorporation shall be amended by
deleting paragraph (7) in its entirety, and substituting therefor the following:

"(7) Application of Article. Nothing contained in this Article or in
any other provision hereof shall limit the authority of the Board of
Directors to take any and all other action as it in its sole discretion
deems necessary or advisable to protect the Corporation and the
interests of its shareholders by maintaining the Corporation's
eligibility to be, and preserving the Corporation's status as, a
qualified real estate investment trust under the Code, provided,
however, that nothing in this Article VI or elsewhere in these Articles
shall preclude settlement of any transaction entered into or through
the facilities of the New York Stock Exchange or any other exchange on
which the Corporation's common shares may be listed from time to time."

3. This amendment to the Articles of Incorporation was proposed by the Board of
Directors and submitted to the shareholders for approval in accordance with
Section 13.1-707 of the Virginia Stock Corporation Act at the annual meeting on
May 19, 1998.

4. The designation, number of outstanding shares and number of votes entitled to
be cast by each voting group entitled to vote separately on the amendment are as
follows:

- --------------------------------------------------------------------------------
Designation of
Voting Group Entitled Number of Shares Number of Votes
to Vote Separately Outstanding Entitled to be Cast
- --------------------------------------------------------------------------------

Holders of Common Stock - Common Stock -
Common Stock 45,580,322 45,580,322

- --------------------------------------------------------------------------------

5. There were 40,049,096 undisputed votes cast by the holders of the Company's
common stock in favor of the amendment and these votes were sufficient for
approval of the amendment.

IN WITNESS WHEREOF, the undersigned authorized officer of the
Corporation has executed these Articles of Amendment on behalf of the
Corporation.

Dated: May 19, 1998

ATTEST: DYNEX CAPITAL, INC.


/s/Lynn K. Geurin By: /s/Thomas H. Potts
- --------------------------------- --------------------------------
Lynn K. Geurin Thomas H. Potts
Secretary President