NT 10-K: Notice under Rule 12b25 of inability to timely file all or part of a Form 10-K, 10-KSB, or 10-KT

SECURITIES AND EXCHANGE COMMISSSION
WASHINGTON, DC 20549


FORM 12B-25



Commission File Number 1-9819

NOTICE OF LATE FILING

(Check One):

[ X ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR

For the Period Ended: December 31, 1998

[ ] Transition Report on Form 10-K [ ] Transition Report on Form 10-Q
[ ] Transition Report on Form 20-F [ ] Transition Report on Form N-SAR
[ ] Transition Report on Form 11-K

For the Transition Period Ended:



Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the item(s) to which the notification relates: Item 8. Financial Statements and
Supplemental Data and Exhibits 23.1 and 23.2

_______________________________________________________________________________

PART I - REGISTRANT INFORMATION

DYNEX CAPITAL, INC.
(Full name of registrant)


10900 Nuckols Road, 3rd Floor
Glen Allen, Virginia 23060
(Address of principal executive office)

________________________________________________________________________________

PART II - RULE 12b-25 (b) AND (c)

If subject report could not be filed without reasonable effort or expense and
the registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate.)

(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort
or expense. [ X ]Yes [ ] No

(b) The subject annual report, semi-annual report, transition report
on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will
be filed on or before the 15th calendar day following the
prescribed due date; or subject quarterly report or transition
report on Form 10-Q, or portion thereof will be filed on or
before the fifth calendar day following the prescribed due
dat [ X ] Yes [ ] No

(c) The accountant's statement or other exhibit required by Rule
12b-25 (c) has been attached if applicable. [ ] Yes [ X ] No


PART III - NARRATIVE

State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report portion thereof could not be filed within the
prescribed time period.

Dynex Capital, Inc. ("Company") is unable to file timely its financial
statements and supplemental data under Item 8. of Form 10-K for the year ended
December 31, 1998, without unreasonable effort or expense. On October 30, 1998,
the Company received a comment letter from the SEC staff on the Company's 1997
Form 10-K, March 31, 1998 and June 30, 1998 Form 10-Q's. After responding to
such comments, the SEC notified the Company on February 1, 1999 that the Company
could no longer consolidate certain affiliate companies for financial reporting
purposes as the Company does not have voting control and that future filings
should reflect such change. The Company is completing the process necessary to
file restated financial statements for the indicated periods.


PART IV - OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification

Lynn K. Geurin 804 217-5820
(Name) (Area Code) (Telephone Number)

(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).

[ X ] Yes [ ] No

(3) Is it anticipated that any significant change in results of operation
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?

[ X ] Yes [ ] No

If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate state
the reasons why a reasonable estimate of the results cannot be made.

In a press release issued yesterday, March 31, 1999, the Company
reported a net loss of $16.9 million, or $0.44 per common share for
the fourth quarter 1998 compared to net income of $17.8 million,
or $0.32 per common share for the fourth quarter of 1997. For the
full year 1998, the Company reported net income of $19.6 million, or
$0.14 per common share compared to net income of $74.0 million, or
$1.38 per common share for the full year 1997. The primary reasons
for the decrease in earnings for both the fourth quarter of 1998
as well as the entire year of 1998 include a $17.6 million impairment
charge taken in the fourth quarter on certain assets related to the
Company's funding arrangement with AutoBond Acceptance Corporation;
a decrease in net interest margin; a decrease in the gain on sale of
investments and trading activities and an increase in net
administrative fees and expenses to Dynex Holding, Inc (an affiliate
of the Company). These results were discussed in Item 7. Management's
Discussion and Analysis of Financial Condition and Results of
Operations of the Company's Form 10-K which was filed yesterday as
well as in the press release issued yesterday.

Dynex Capital, Inc. has caused this notification to be signed on its behalf by
the undersigned thereunto duly authorized.

DYNEX CAPITAL, INC.




Date: April 1, 1999 By: Thomas H. Potts
President