Form: 424B2

Prospectus filed pursuant to Rule 424(b)(2)

May 20, 1997

424B2: Prospectus filed pursuant to Rule 424(b)(2)

Published on May 20, 1997


Filed Pursuant to Rule 424(b)(2)

SEC File Nos. 33-50705
333-22859

PROSPECTUS SUPPLEMENT
(To Prospectus and Prospectus Supplement Dated March 6, 1997)

2,000 Shares


DYNEX CAPITAL, INC.
(formerly Resource Mortgage Capital, Inc.)

SHARES OF COMMON STOCK
(Par Value $0.01)


Pursuant to a Sales Agency Agreement dated as of March 6, 1997 (the "Sales
Agency Agreement") between Dynex Capital, Inc. (formerly Resource Mortgage
Capital, Inc.) (the "Company") and PaineWebber Incorporated ("PaineWebber"), a
form of which has been filed as an exhibit to the Registration Statement of
which this Prospectus Supplement is a part and which is incorporated by
reference herein, the Company has sold, through PaineWebber, as agent of the
Company, 2,000 shares of the Company's common stock, par value $0.01 per share
(the "Common Stock"), pursuant to ordinary brokers' transactions on the New York
Stock Exchange (the "NYSE").

Shares sold during Pricing Period




0 Average Market Price Shares
2,000 Additional Shares
-----
2,000 Total Shares Sold


Arithmetic Mean of the High and Low Sales Prices of the Shares reported on
the NYSE (the "Average Market Price") for each day of the Pricing
Period:



Average (or
05/12/97 05/13/97 05/14/97 05/15/97 05/16/97 Total)
for Pricing
Period
------- ------- ------- ------- ------- -----------
$0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000
High and Low Sales Prices at which Average Market Shares were sold
during pricing period:



High: $0.000 Low: $0.000



Average Market Price Shares:

Gross Proceeds to Company.. $ 0.00 Gross Sales Proceeds ........................$ 0.00
2.0% Discount................ $ 0.00 Compensation to Agent........................$ 0.00
------------ ----------
Net Proceeds to Company.......$ 0.00 Net Proceeds to Company......................$ 0.00

Additional Shares Sold:

Gross Proceeds to Company. $56,000.00
Commission to PaineWebber.. $ 1,680.00
-------------
Net Proceeds to Company.... $54,320.00

Total Net Proceeds to Company $54,320.00. Total Compensation to Agent.................$1,680.00


On the last day of the Pricing Period, the last reported sales price of the
Stock on the NYSE was $27.625

Note:.S.E.C. fees were not used in arriving at any of the above figures.


......THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED
UPON THE ACCURACY OF THIS PROSPECTUS SUPPLEMENT.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this Prospectus Supplement is May 20, 1997.