SC 13D: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13-d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)

AutoBond Acceptance Corporation
(Name of Issuer)

Common Stock, No Par Value-per Share
(Title of Class of Securities)
052918109
(CUSIP Number)

Elizabeth R. Hughes, Esquire
Venable, Baetjer and Howard, LLP
1800 Mercantile Bank & Trust Building
2 Hopkins Plaza
Baltimore, MD 21201
(410) 244-7400
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

June 9, 1998
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].

The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, seethe
Notes).


CUSIP No. 052918109


1. NAME OF REPORTING PERSON: Dynex Holding, Inc.

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 541809773

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b)[ ]

3. SEC USE ONLY

4. SOURCE OF FUNDS: AF

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ][ ]

6. CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia

NUMBER OF
SHARES 7. SOLE VOTING POWER: 5,974,500 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER: 0 shares
EACH
REPORTING 9. SOLE DISPOSITIVE POWER: 5,974,500 shares
PERSON
WITH 10. SHARED DISPOSITIVE POWER: 0 shares

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
5,974,500 shares

12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 91.5%

14. TYPE OF REPORTING PERSON: CO




USIP No.: 052918109 13D

1. NAME OF REPORTING PERSON: Dynex Capital, Inc.

S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 521549373

2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [x] (b)[ ]

3. SEC USE ONLY

4. SOURCE OF FUNDS: WC

5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) [ ][ ]

6. CITIZENSHIP OR PLACE OF ORGANIZATION: Virginia

NUMBER OF
SHARES 7. SOLE VOTING POWER: 5,974,500 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER: 0 shares
EACH
REPORTING 9. SOLE DISPOSITIVE POWER: 5,974,500 shares
PERSON
WITH 10. SHARED DISPOSITIVE POWER: 0 shares

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON: 5,974,500
shares


12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 91.5%

14. TYPE OF REPORTING PERSON: CO


Item 1. Security and Issuer.

The class of equity to which this statement refers is common stock, no par
value (the "Common Stock"), of AutoBond Acceptance Corporation (the "Issuer"),
which has its principal executive office at 301 Congress Avenue, Austin, Texas
78701.

Item 2. Identity and Background.

(i) Dynex Holding, Inc., a Virginia corporation, ("Holding"), is in the
business of originating loans and mortgages, with its principal business and
office located at 10900 Nuckols Road, Third Floor, Richmond, Virginia 23060.
Holding has not been convicted in a criminal proceeding during the last five
years (excluding traffic violations or similar misdemeanors). Holding has not
been a party to a civil proceeding described in Item 2(e) of Schedule 13D during
the last five years.

(ii) Dynex Capital, Inc., a Virginia corporation ("Dynex"), is a mortgage
and consumer finance company which has elected to be treated as a real estate
investment trust for federal income tax purposes. Dynex uses its loan production
operations to create investments for its portfolio. Dynex's principal business
and office are located at 10900 Nuckols Road, Third Floor, Richmond, Virginia
23060. Dynex has not been convicted in a criminal proceeding during the last
five years (excluding traffic violations or similar misdemeanors). Dynex has not
been a party to a civil proceeding described in Item 2(e) of Schedule 13D during
the last five years.

(iii) The executive officers of Holding are Thomas H. Potts, Lynn K.
Geurin, Brian Murray and Stephen J. Benedetti. The directors of Holding are
Thomas H. Potts, Lynn K. Geurin, Brian Murray and Stephen J. Benedetti. Each
person controlling Holding is Thomas H. Potts, Lynn K. Geurin, Brian Murray and
Stephen J. Benedetti.

(iv) The executive officers of Dynex are Thomas H. Potts, Lynn K. Geurin,
William J. Moore, William Robertson and William H. West, Jr. The directors of
Dynex are J. Sidney Davenport, Richard C. Leone, Thomas H. Potts, Paul S. Reid,
Donald B. Vaden, Henry W. Haunns, Jr., and Barry S. Shein.

For information required by Instruction C to Schedule 13D with respect to
the persons set forth in the foregoing Item 2(ii) and (iv) ("Covered Persons"),
reference is made to Schedule I annexed hereto and incorporated hereby by
reference.

Item 3. Source and Amount of Funds or Other Consideration.

Holding, Issuer and certain of Issuer's stockholders have entered into a
stock option agreement (the "Stock Option Agreement") pursuant to which Holding
may purchase all of the 5,474,500 shares of the Common Stock owned by such
stockholders and any shares acquired by such stockholders during the term of the
Stock Option Agreement (the "Stock Option"). The exercise price of the Stock
Option is payable in shares of a newly issued series of preferred stock of
Dynex, which number of shares is determined as set forth in Section 1.3, pages
2-3, of the Stock Option Agreement which is incorporated hereby by reference as
Exhibit 3.1 hereto. The right to exercise the Stock Option expires June 9, 1999.

Dynex has purchased from Issuer a 12% convertible senior note due 2003 (the
"Note"), with face amount of $3,000,000, convertible into 500,000 shares of
Common Stock, subject to adjustment under certain circumstances, which
circumstances are set forth in Section 8.04, pages 23-26, of that certain Senior
Note Agreement dated as of the date hereof (the "Senior Note Agreement") which
is incorporated hereby by reference as Exhibit 3.2 hereto. The purchase price of
such Note was $3,000,000 and was provided by working capital. The right to
convert the Note into Common Stock expires May 31, 1999.

Item 4. Purpose of Transaction.

Dynex has entered into a credit arrangement with the Issuer to provide
funding for the production of automobile loans originated by the Issuer. In
connection therewith, Holding has entered into the Stock Option Agreement with
the Issuer and Dynex has purchased the Note from the Issuer. The Stock Option
expires June 9, 1999 and the right to convert into Common Stock under the Note
expires May 31, 1999. During the term of the Stock Option Agreement, Holding and
Dynex each intend to consider its right to exercise the Stock Option and to
convert the Note, as the case may be, in light of various factors, including the
Issuer's business, results of operations, financial condition and future
prospects and general economic and industry conditions. Based upon such review,
Holding or Dynex, as the case may be, will take such action as it deems
appropriate in light of the circumstances existing from time to time. As a
result of such review, Dynex may convert the Note and Holding may exercise its
rights under the Stock Option. No decision with respect thereto has been made as
of the date hereof.

Neither Holding nor Dynex has at the present time formulated any plans or
proposals of the type referred to in clauses (a) through (j) of Item 4 of
Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) Aggregate Number of Shares of Common Stock Beneficially Owned:
5,974,500 shares of Common Stock are deemed beneficially owned by Dynex and
Holding. Of this amount, 5,474,500 shares are deemed beneficially owned pursuant
to the right to acquire such shares under the Stock Option Agreement at any time
and 500,000 shares are deemed beneficially owned pursuant to the right to
acquire such shares upon conversion under the Note at any time.

Percentage of Class: 91.5% (as contained in Amendment No. 1 to the 1997
Form 10-K of the Issuer).

(b) Upon exercise of the Stock Option, Holding will have sole power to vote
and dispose of the 5,474,500 shares beneficially owned by it as set forth in
Item 5(a). Upon conversion of the Note, Dynex will have sole power to vote and
dispose of the 500,000 shares beneficially owned by it as set forth in Item
5(a).

(c) Not applicable.

(d) Not applicable.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.

Although no arrangement exists between Holding and Dynex with respect to
the Note and the Stock Option, Dynex owns substantially all of the outstanding
capital stock of Holding. Further, certain of the executive officers, directors
and stockholders of Holding are executive officers and directors of Dynex, as
set forth in Item 2 above. Therefore, Holding and Dynex may be deemed to be
under common control.

Holding, Issuer and certain of Issuer's stockholders have entered into the
Stock Option Agreement pursuant to which Holding may purchase all of the
5,474,500 shares of the Common Stock owned by such stockholders and any shares
acquired by such stockholders during the term of the Stock Option. The exercise
price of the Stock Option is payable in shares of a newly issued series of
preferred stock of Dynex, which number of shares is determined as set forth in
Section 1.3, pages 2-3, of the Stock Option Agreement which is incorporated
hereby by reference as Exhibit 3.1 hereto. The right to exercise the Stock
Option expires June 9, 1999.

Dynex has purchased from Issuer the Note which is a 12% convertible senior
note due 2003, with face amount of $3,000,000, convertible into 500,000 shares
of Common Stock, subject to adjustment under certain circumstances, which
circumstances are set forth in Section 8.04, pages 23-26, of the Senior Note
Agreement which is incorporated hereby by reference as Exhibit 3.2 hereto. The
right to convert the Note into Common Stock expires May 31, 1999.

Item 7. Material to be Filed as Exhibits.

Exhibit No. Item

3.1 Stock Option Agreement

3.2 Senior Note Agreement

99.1 Joint Filing Agreement


Signature

After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.





Dated: June 19, 1998


DYNEX HOLDING, INC.


By: s/ Stephen J. Benedetti
Stephen J. Benedetti
Vice President and Treasurer

DYNEX CAPITAL, INC.


By: s/ Stephen J. Benedetti
Stephen J. Benedetti
Vice President and Treasurer



Schedule I

Information with Respect to Covered Persons*



Item 2. Identity and Background.

(a) and (b)

Thomas H. Potts 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060

Lynn K. Geurin 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060

William J. Moore 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060

William Robertson 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060

William H. West, Jr. 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060

J. Sidney Davenport 7202 Glen Forest Drive, Suite 202
Richmond, VA 23226

Richard C. Leone 41 East 70th Street
New York, NY 10021

Paul S. Reid 1125 15th Street, N.W.
Washington, DC 20005-2766

Donald B. Vaden 136 Matthew Scribener
Williamsburg, VA 23185

Henry W. Haunns, Jr. 1345 Avenue of the Americas
New York, NY 10105

Barry S. Shein 1423 Lincolnway East
Goshen, IN 46526

Stephen J. Benedetti 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060

Brian K. Murray 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060

(c)

Thomas H. Potts Dynex Capital, Inc.
President 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060

Lynn K. Geurin Dynex Capital, Inc.
Executive Vice President and 10900 Nuckols Road, Suite 300
Chief Financial Officer Glen Allen, VA 23060

William J. Moore Dynex Capital, Inc.
Executive Vice President 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060

President Dynex Commercial, Inc.
10900 Nuckols Road, Suite 300
Glen Allen, VA 23060

William Robertson Dynex Capital, Inc.
Executive Vice President 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060

President Dynex Financial, Inc.
10900 Nuckols Road, Suite 300
Glen Allen, VA 23060

William H. West, Jr. Dynex Capital, Inc.
Executive Vice President 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060

J. Sidney Davenport Ryland Mortgage Company
Executive Vice President 7202 Glen Forest Drive, Suite 202
Richmond, VA 23226

Richard C. Leone Twentieth Century Fund
President 41 East 70th Street
New York, NY 10021

Paul S. Reid Mortgage Bankers Association of America
Executive Vice President 1125 15th Street N.W.
Washington, DC 20005

Donald B. Vaden Attorney
Attorney 136 Matthew Scribener
Williamsburg, VA 23185

Henry W. Haunns, Jr. UBS Asset Management (NY) Inc.
Managing Director 1345 Avenue of the Americas
New York, NY 10105

Barry S. Shein Commodore Corporation
President 1423 Lincolnway East
Goshen, IN 46526

Stephen J. Benedetti Dynex Capital, Inc.
Vice President, Treasurer and 10900 Nuckols Road, Suite 300
Controller Glen Allen, VA 23060

Brian K. Murray Dynex Capital, Inc.
Senior Vice President 10900 Nuckols Road, Suite 300
Glen Allen, VA 23060

(d)

During the last five years, no Covered Person has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

During the last five years, no Covered Person has been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, Federal or State securities laws or finding any violation with
respect to such laws, except for Thomas H. Potts. In July 1995, the Securities
and Exchange Commission ("SEC") approved the settlement of its investigation
with respect to a 1992 purchase of Dynex's common stock by Mr. Potts, Dynex's
president. In connection with such settlement, the SEC filed a complaint in the
United States District Court for the District of Maryland, and Mr. Potts agreed
to (i) entry of an injunction permanently enjoining him from violating Section
10(b) of the


*Certain of this information is not available at the date of this Schedule
13D. It is expected that such information will be added through an amendment.





EXHIBIT INDEX

Exhibit No. Item


3.1 Stock Option Agreement

3.2 Senior Note Agreement

99.1 Joint Filing Agreement