CORRESP: A correspondence can be sent as a document with another submission type or can be sent as a separate submission.
Published on April 11, 2008
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TROUTMAN SANDERS
LLP
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ATTORNEYS
AT LAW
A
LIMITED LIABILITY PARTNERSHIP
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222
Central Park Avenue
Suite
2000
VIRGINIA
BEACH, VIRGINIA 23462
www.troutmansanders.com
TELEPHONE: 757-687-7500
FACSIMILE: 757-687-751
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James
J. Wheaton
Jim.Wheaton@troutmansanders.com
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Direct
Dial: 757-687-7719
Direct
Fax: 757-687-1501
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April 11,
2008
Via EDGAR and
Facsimile
Mr.
Thomas Kluck
Branch
Chief
Securities
& Exchange Commission
100 F
Street, N.E.
Washington,
D.C. 20549
Re: Dynex
Capital, Inc.
Amendment No. 1 to Registration
Statement on Form S-3
Filed March 27, 2008
File No.
333-149475
Dear Mr.
Kluck:
Our response to the staff’s comment in
the April 10, 2008 comment letter is set forth below. To
facilitate your review, the comment has been set forth below in italics and is
followed by our response.
General:
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1.
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We
note your response to comment 1 of our letter dated March 17, 2008
and the inclusion of the Form of Indenture as exhibit 4.3 for both
the subordinated and senior debt. Because the indenture is
qualified upon effectiveness of the registration statement pursuant to
Section 309 of the Trust Indenture Act of 1939, an actual indenture
should be filed as an exhibit to this registration statement prior to its
effectiveness. As such, please file the actual indenture, which
may be “open-ended.” Please refer to Interpretive response
201.04 located at http://www.sec.gov/divsions/corpfin/guidance/tiainterp.htm. Also,
we note that you have included only one indenture for both your senior and
subordinated debt securities. Please reconcile your exhibits
with the disclosure on page 11 that the senior and subordinated debt
securities will be issued under separate
indentures.
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ATLANTA • HONG KONG • LONDON • NEW YORK • NEWARK • NORFOLK • RALEIGH
RICHMOND • SHANGHAI • TYSONS CORNER • VIRGINIA BEACH • WASHINGTON, D.C.
TROUTMAN SANDERS LLP
ATTORNEYS AT LAW
A LIMITED LIABILITY
PARTNERSHIP
Mr.
Kluck
April 11,
2008
Page
2
Response:
In
response to the staff’s comment, the Company has filed separate senior and
subordinated indentures as Exhibits 4.3 and
4.4,
respectively, to the registration statement. Each of these indentures
is an open-ended indenture, as is now indicated in the exhibit
list.
* * * * *
We respectfully submit the foregoing
for your consideration in response to your comment letter dated April 10,
2008. If you have any further questions concerning this filing,
please feel free to contact me directly at (757) 687-7719.
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Very
truly yours,
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/s/
James J. Wheaton
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James
J. Wheaton
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cc: Mr.
Duc Dang, Securities & Exchange Commission
Mr. Stephen J. Benedetti, Dynex
Capital, Inc.
Nicole A. Skinner,
Esq.