Form: SC TO-I/A

Issuer tender offer statement

May 7, 2004

Published on May 7, 2004

[GRAPHIC OMITTED]


PRESS RELEASE


FOR IMMEDIATE RELEASE CONTACT: Investor Relations
May 6, 2004 804-217-5897

DYNEX CAPITAL, INC.
ANNOUNCES EARNINGS RELEASE,
CONFERENCE CALL DATE AND
STATUS OF TENDER OFFER


Dynex Capital, Inc. (NYSE: DX) announced today that on Tuesday, May 11,
2004, it will release its first quarter 2004 results and preliminary results of
the Company's tender offer set to expire on Monday, May 10, 2004 at 9:00 AM
Eastern Daylight Time. The tender offer, pursuant to which the Company is
offering to exchange new senior notes for shares of its existing Series A,
Series B and Series C preferred stock, is part of an overall recapitalization
plan of the Company approved by shareholders at special meetings held by the
Company last week at its offices in Glen Allen, Virginia.

The Company will hold a conference call on Wednesday, May 12, 2004 at
11:00 AM Eastern Daylight Time to discuss the first quarter results and the pro
forma impact of the tender offer and the recapitalization plan. Shareholders can
listen in on the call by dialing (800) 731-2911.

As of 5:00 PM Eastern Daylight Time today, shareholders had tendered
for approximately $1.3 million in senior notes, which is less than the minimum
listing requirement of $5 million for the New York Stock Exchange. The Company
has confirmed that the Exchange will not waive this minimum listing requirement,
and unless additional senior notes are tendered for before the expiration of the
tender offer on May 10, 2004, the senior notes will not be eligible for listing
by the Company on a national exchange.

In connection with the tender offer, the Company filed with the
Securities and Exchange Commission an amended Schedule TO and related exhibits,
including an offering circular, letters of transmittal and other related
documents that have been mailed to holders of the Series A, Series B and Series
C preferred stock.

DYNEX CAPITAL URGES SHAREHOLDERS TO REVIEW THE OFFERING CIRCULAR,
AMENDED SCHEDULE TO, AND OTHER RELATED DOCUMENTS FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION BECAUSE THEY CONTAIN IMPORTANT INFORMATION RELATED TO THE
TENDER OFFER AND THE RECAPITALIZATION TRANSACTION. THESE DOCUMENTS ARE AVAILABLE
WITHOUT CHARGE ON THE SEC'S WEBSITE AT WWW.SEC.GOV. A FREE COPY OF THESE
DOCUMENTS MAY ALSO BE OBTAINED FROM DYNEX CAPITAL OR ITS INFORMATION AGENT.
SHAREHOLDERS SHOULD READ THE OFFERING CIRCULAR, SCHEDULE TO, AND RELATED
INFORMATION CAREFULLY BEFORE MAKING ANY DECISION ON WHETHER TO TENDER THEIR
SHARES IN THE EXCHANGE OFFER.

Dynex Capital, Inc. is a financial services company that elects to be
treated as a real estate investment trust (REIT) for federal income tax
purposes. Additional information about Dynex Capital, Inc. is available at
www.dynexcapital.com.

Note: This document contains "forward-looking statements" within the meaning of
the Private Securities Litigation Act of 1995. The words "believe," "expect,"
"forecast," "anticipate," "estimate," "project," "plan," and similar expressions
identify forward-looking statements that are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified. The Company's
actual results and timing of certain events could differ materially from those
projected in or contemplated by the forward-looking statements as a result of
unforeseen external factors. These factors may include, but are not limited to,
changes in general economic and market conditions, disruptions in the capital
markets, fluctuations in interest rates, defaults by third-party servicers, the
accuracy of subjective estimates used in determining the fair value of certain
financial assets of the Company, the impact of recently issued financial
accounting standards, increases in costs and other general competitive factors.
For additional information, see the Company's Form 10-Ks and Form 10-Qs as filed
with the Securities and Exchange Commission.

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