8-K: Current report filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

____________


FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report: April 2, 1999


DYNEX CAPITAL, INC.
(Exact Name of Registrant as Specified in Charter)


Virginia 1-9819 52-1549373
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)

10900 Nuckols Road, 3rd Floor, Glen Allen, Virginia 23060
(Address of Principal Executive Offices) (Zip Code)


(804) 217-5800
(Registrant's telephone number, including area code)


Item 5. OTHER EVENTS.

Dynex Capital, Inc. (the "Company") is filing as an exhibit to this Form
8-K the Company's 1998 consolidated financial statements without the opinion of
its auditors. The audit for the Company's 1998 financial statements has been
completed. However, due to a comment received from the Securities and Exchange
Commission ("SEC") during the fourth quarter of 1998, the Company changed its
method of accounting for its investment in certain affiliates from the full
consolidation method to the equity method. While the change did not impact
reported earnings, certain 1997 and 1996 amounts were restated to conform to the
new accounting method to provide consistency between years. Additionally, during
1998 the Company engaged new auditors, Deloitte & Touche, LLP ("D&T") for the
1998 year end audit. D&T and KPMG LLP, the Company's auditors for the years
ended December 31, 1997 and 1996, are in the process of completing the audit of
the restated 1997 and 1996 financial statements in light of the comment received
from the SEC. Accordingly, the Company has filed a Form 12b-25 with respect to
its financial statements for its Form 10-K and expects to file such audited
financial statements within the 15 days permitted under Rule 12b-25.


Item 7. FINANCIAL STATEMENTS AND EXHIBITS.