Exhibit 3.8

ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
DYNEX CAPITAL, INC.


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

2. The first paragraph of Article III (as amended May 5, 1997) shall be
deleted and in place thereof shall be the following:

Common Stock

The number of shares of Common Stock that the Corporation
shall have the authority to issue shall be 100,000,000 shares
of Common Stock with the par value of $.01 each. Effective at
the close of business on the effective date of this amendment
(the "Effective Time"), the filing of this amendment shall
effect a reverse stock split (the "Reverse Stock Split")
pursuant to which each four (4) issued and outstanding shares
of Common Stock of the Corporation, par value of $.01 per
share, shall be combined into one (1) validly issued, fully
paid and nonassessable share of Common Stock of the
Corporation, par value of $.01 per share. Each stock
certificate that prior to the Effective Time represented
shares of Common Stock shall, following the Effective Time,
represent the number of shares into which the shares of Common
Stock represented by such certificate shall be combined.

No fractional shares or scrip for fractional shares shall be
issued by reason of this Reverse Stock Split. In cases in
which the Reverse Stock Split shall result in any shareholder
holding a fractional share, the Corporation shall issue one
share for each fractional share of Common Stock equal to or
greater than one-half and no shares for each fractional share
of Common Stock less than one-half.

After the Effective Time, each holder of record of shares of
Common Stock shall be entitled to receive, upon the surrender
of the certificate or certificates representing the shares of
Common Stock held by such holder immediately prior to the
Effective Time at the office of the transfer agent of the
Corporation in such form and accompanied by such documents, if
any, as may be prescribed by the transfer agent of the
Corporation, a new certificate or certificates representing
the number of shares of Common Stock of which such record
owner is entitled after giving effect to the Reverse Stock
Split. The Reverse Stock Split will be deemed to occur at the
Effective Time, regardless of when the certificates are
surrendered.

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 special
meeting on July 26, 1999.

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: