SC 13D/A: 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
(AMENDMENT NO. 2
(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)

Steve Benedetti, Vice President, Controller & Treasurer
Dynex Capital, Inc.
10900 Nuckols Road, Third Floor
Glen Allen, Virginia 23060
(804) 217-5800
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

Copy to:
Elizabeth R. Hughes, Esquire
Venable, Baetjer and Howard, LLP
1800 Mercantile Bank & Trust Building
2 Hopkins Plaza
Baltimore, MD 21201
(410) 244-7400

August 6, 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, see
the Notes).



CUSIP No.: 052918109 13D

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: 6,147,600 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER: 0 shares
EACH
REPORTING 9. SOLE DISPOSITIVE POWER: 6,147,600 shares
PERSON
WITH 10. SHARED DISPOSITIVE POWER: 0 shares

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,147,600 shares

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

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 94.2%

14. YPE OF REPORTING PERSON: CO




CUSIP 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: 6,147,600 shares
BENEFICIALLY
OWNED BY 8. SHARED VOTING POWER: 0 shares
EACH
REPORTING 9. SOLE DISPOSITIVE POWER: 6,147,600 shares
PERSON
WITH 10. SHARED DISPOSITIVE POWER: 0 shares

11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
6,147,600 shares


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

13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 94.2%

14. TYPE OF REPORTING PERSON: CO



Item 1. Security and Issuer.

This Amendment No. 1 to Schedule 13D of the Common Stock of AutoBond
Acceptance Corporation (the "Issuer") is being filed on behalf of the
undersigned to amend the Schedule 13D (the "Schedule 13D"), which was originally
filed on June 19, 1998. Unless otherwise indicated, all capitalized items used
herein but not defined herein shall have the same meaning as set forth in the
Schedule 13D. The class of equity to which this statement refers is common
stock, no par value (the "Common Stock"), of AutoBond Acceptance Corporation,
which has its principal executive office at 100 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 financial
services 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 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(iii) and (iv) ("Covered Persons"),
reference is made to Schedule I annexed hereto and incorporated herein 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 herein 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 herein 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.

Holding and Dynex believe that, at current market prices, the shares of
Common Stock of the Issuer represent an attractive investment. Therefore,
Holding or Dynex may, in the future, acquire additional shares depending upon
market conditions, developments with respect to the business of the Issuer and
other factors.

Item 5. Interest in Securities of the Issuer.

(a) Aggregate Number of Shares of Common Stock Beneficially Owned:
6,147,600 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. The balance of
such shares were acquired as a result of purchases in the open market.

Percentage of Class: 94.2% (as contained in Form 10-Q for the quarter ended
March 31, 1998 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). Dynex holds the sole power to vote and dispose of the 173,100 shares
acquired in the open market.

(c) Dynex acquired 173,100 shares in the open market as follows: