Form: S-3/A

Registration statement for specified transactions by certain issuers

September 29, 1997

REQUEST FOR WAIVER

Published on September 29, 1997



REQUEST FOR WAIVER

DYNEX CAPITAL, INC.
Dividend Reinvestment and Stock Purchase Plan


TO: Treasurer
Dynex Capital, Inc.
10900 Nuckols Road - Third Floor
Glen Allen, Virginia 23060

Telephone:..(804) 217-5800 Date: .....
-----------------
Fax Number:.(804) 217-5860

This form is to be used by Participants in the Dynex Capital, Inc. Dividend
Reinvestment and Stock Purchase Plan (the "Plan") who are requesting
authorization from Dynex Capital, Inc. (the "Company") to make optional cash
deposits under the Plan in excess of the $20,000 monthly maximum limit.

A new form must be completed each month the Participant wishes to make optional
cash deposits in excess of the $20,000 monthly maximum limit. This form will not
be accepted by the Company unless it is completed in its entirety.

The Participant submitting this form hereby certifies that (i) the information
contained herein is true and correct as of the date of this form; (ii) the
Participant has received a current copy of the Prospectus relating to the Plan;
(iii) the undersigned participant has the power and authority to execute this
Request for Waiver; and (iv) the Participant shall submit a copy of this Request
for Waiver (approved by the Company) to First Union National Bank at the same
time an Authorization Form and/or Broker and Nominee Form, if applicable, and
the optional cash deposits are submitted by the participant.

The Participant submitting this form represents that he or she has no intent to
manipulate or otherwise cause the stock price of the Company's Common Stock to
decline during the Pricing Period.

The Participant acknowledges that for the September 30, 1997 Investment Date,
the Pricing Period will consist of the nine Trading Days prior to such
Investment Date. The Participant also acknowledges that optional cash deposits
in excess of $20,000 for the September 30, 1997 Investment Date shall not be
made until such time that the Registration Statement on Form S-3 filed September
16, 1997 with the Securities and Exchange Commission ("SEC") shall be accepted
by the SEC and declared effective.

- ------------------------------------------------------------------------------
Participant Information


- ------------------------ ------------------------
Participant's Signature Social Security/Tax
Identification Number(s)

- ------------------------ ------------------------
Name as it appears on share Address
certificate

- ----------------------------- ------------------------
Participant's Signature Date City.. State Zip

- -----------------------------
Name as it appears on share Tel:------------------------
certificate Fax:..------------------------

Optional Cash Investment Manner of Payment
...... Wire transfer -------- Other(1)------
- ------------------------------


(1)Payment by other than wire transfer requires approval of the Company.
- ------------------------------------------------------------------------------

Accepted by Dynex Capital, Inc.

- ------------------------ ------------------------
Name: Date


Applicable Waiver Discount:

Approved Amount:---------- Threshold Price:-------------