NT 10-Q: Notice under Rule 12b25 of inability to timely file all or part of a form 10-Q or 10-QSB

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 12b-25



Commission File Number 001-09819

NOTIFICATION OF LATE FILING

(Check one): [ ] Form 10-K [ ] Form 20-F [ ] Form 11-K [X] Form 10-Q
[ ] Form N-SAR [ ] Form N-CSR

For Period Ended: June 30, 2005

[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR

For the Transition Period Ended: ----------------------------

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:

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PART I -- REGISTRANT INFORMATION


Dynex Capital, Inc.
Full Name of Registrant


Former Name if Applicable

4551 Cox Road, Suite 300
Address of Principal Executive Office (Street and Number)

Glen Allen, Virginia 23060
City, State and Zip Code




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PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)

[X] (a) The reason described in reasonable detail in Part III of
this form could not be eliminated without unreasonable effort or
expense;

[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR,
or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion
thereof, will be filed on or before the fifth calendar day following
the prescribed due date; and

[X] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.



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PART III -- NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR, N-CSR
or the transition report or portion thereof, could not be filed within the
prescribed time period.

The Company was unable to complete its Quarterly Report on Form 10-Q for the
quarter ended June 30, 2005 by the prescribed date, because it was unable to
timely obtain some of the information necessary to complete the preparation of
the Company's financial statements. The Company is in the process of reviewing
its filing and will file the Form 10-Q as soon as possible (and no later than
the 5th calendar day following the prescribed due date). The Company could not
eliminate the foregoing difficulty without unreasonable effort and expense,
including hiring (if available) additional professional staff on a short-term
basis.



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PART IV -- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification.

Stephen J. Benedetti 804 217-5837
(Name) (Area Code) (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer
is no, identify report(s).
Yes [ X ] No [ ]

(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof? Yes [ ] No [X]

If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.



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Dynex Capital, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf
by the undersigned hereunto duly authorized.


Date: August 15, 2005 By: /s/ Stephen J. Benedetti
------------------------------------
Stephen J. Benedetti
Executive Vice President and
Chief Financial Officer