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

United States
Securities and Exchange Commission
Washington DC 20549

Schedule 13D
Under the Securities and Exchange Act of 1934

Dynex Capital, Inc.
(Name of Issuer)

Common Stock, $ .01 par value
Title of Class of Securities

26817Q506
(CUSIP Number)

Howard Amster, 23811 Chagrin Blvd., Suite 200
Beachwood, Ohio 44122-5525, (216) 595-1047
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)

May 19, 2004
(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b) (3) or (4), check the
following box / /.

Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule
13d-1 (a) for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject to the
subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.

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).




1 Name of Reporting Person Howard Amster

2 If a member group a) /X /
b) / /

3 SEC Use only

4 Source of Funds PF

5 Check if Disclosure

6 Citizenship U.S.A.

Number of Shares 7 Sole Voting 170,500
Beneficially
Owned By Each 8 Shared Voting 90,500
Reporting Person
With 9 Sole Dispositive 170,500

10 Shared Dispositive 90,500

11 Aggregate Amount Beneficially owned 666,742

12 Check if Aggregate Amount (11) Excludes Certain Shares

13 Percent of Class Represented by amount in row (11) 5.38 %

14 Type of Reporting Person IN


















1 Name of Reporting Person Amster Trading Company

2 If a member group a) /X/
b) / /

3 SEC Use only

4 Source of Funds WC

5 Check if Disclosure

6 Citizenship U.S.A.

Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 90,500
Reporting Person
With 9 Sole Dispositive

10 Shared Dispositive 90,500

11 Aggregate Amount Beneficially owned 0

12 Check if Aggregate Amount (11) Excludes Certain Shares

13 Percent of Class Represented by amount in row (11) 0 %

14 Type of Reporting Person CO


















1 Name of Reporting Person Amster Trading Company
Charitable Remainder Unitrusts

2 If a member group a) /X/
b) / /

3 SEC Use only

4 Source of Funds AF

5 Check if Disclosure

6 Citizenship U.S.A.

Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 90,500
Reporting Person
With 9 Sole Dispositive

10 Shared Dispositive 90,500

11 Aggregate Amount Beneficially owned 90,500

12 Check if Aggregate Amount (11) Excludes Certain Shares

13 Percent of Class Represented by amount in row (11) 0.7 %

14 Type of Reporting Person OO

















1 Name of Reporting Person Ramat Securities Ltd.

2 If a member group a) / X/
b) / /

3 SEC Use only

4 Source of Funds WC

5 Check if Disclosure

6 Citizenship U.S.A.

Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 496,242
Reporting Person
With 9 Sole Dispositive

10 Shared Dispositive 496,242

11 Aggregate Amount Beneficially owned 496,242

12 Check if Aggregate Amount (11) Excludes Certain Shares

13 Percent of Class Represented by amount in row (11) 4.0 %

14 Type of Reporting Person BD


















1 Name of Reporting Person Tova Financial, Inc.

2 If a member group a) / X/
b) / /

3 SEC Use only

4 Source of Funds WC

5 Check if Disclosure

6 Citizenship U.S.A.

Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 7,334
Reporting Person
With 9 Sole Dispositive

10 Shared Dispositive 7,334

11 Aggregate Amount Beneficially owned 7,334

12 Check if Aggregate Amount (11) Excludes Certain Shares

13 Percent of Class Represented by amount in row (11) 0.1 %

14 Type of Reporting Person CO



















1 Name of Reporting Person David Zlatin

2 If a member group a) /X/
b) / /

3 SEC Use only

4 Source of Funds WC of Ramat Securities Ltd.
WC of Tova Financial, Inc.
5 Check if Disclosure

6 Citizenship U.S.A.

Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 503,576
Reporting Person
With 9 Sole Dispositive

10 Shared Dispositive 503,576

11 Aggregate Amount Beneficially owned 503,576

12 Check if Aggregate Amount (11) Excludes Certain Shares

13 Percent of Class Represented by amount in row (11) 4.1 %

14 Type of Reporting Person IN

















1 Name of Reporting Person Gilda Zlatin

2 If a member group a) /X/
b) / /

3 SEC Use only

4 Source of Funds WC of Tova Financial, Inc.

5 Check if Disclosure

6 Citizenship U.S.A.

Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 7,334
Reporting Person
With 9 Sole Dispositive

10 Shared Dispositive 7,334

11 Aggregate Amount Beneficially owned 7,334

12 Check if Aggregate Amount (11) Excludes Certain Shares

13 Percent of Class Represented by amount in row (11) 0.1 %

14 Type of Reporting Person IN

















Item 1. Security and Issuer

Dynex Capital, Inc., Common Stock, $ .01 par value
CUSIP Number 26817Q506

Dynex Capital, Inc. Convertible Preferred D Stock, $ 10.00 par value
CUSIP Number 26817Q605

This Schedule 13D is being filed because the group members own
Dynex Capital, Inc. common stock and Dynex Capital Inc. Convertible
Preferred D shares.

If the Convertible Preferred D shares would be converted to common
stock by the group members (which has not and may not ever occur),
then, the total of the group members common share holdings
might require a 13D filing.

Dynex Capital, Inc.
4551 Cox Road, Suite 300
Glen Allen, Virginia 23060
804 217-5800

Item 2. Identity and Background

a) Amster Trading Company
b) 25812 Fairmount Blvd., Beachwood, Ohio 44122

c) Investments

Howard Amster is a 100 % owner of Amster Trading Company and as
such can be deemed the beneficial owner of such entity and may be
deemed to have shared voting and dispositive power over shares
owned by Amster Trading Company.

d) Neither the officers, directors, or shareholders of Amster
Trading Company have been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any) within
the last five years.

e) Neither the officers, directors or shareholders of Amster
Trading Company have been a party to any civil proceedings of
a judicial or administrative body of competent jurisdictions of
of the type described in Item 2 of Schedule 13D within the last
five years.

f) U.S.A.
Item 2. Identity and Background

a) Amster Trading Company Charitable Remainder Unitrusts
b) 25812 Fairmount Blvd., Beachwood, Ohio 44122

c) Charitable Remainder Unitrust

Amster Trading Company Charitable Remainder Unitrusts
have been 100 % funded by Amster Trading Company.
Because Amster Trading Company has the right to change
the trustee of the trusts, it can be deemed to have the
right to shared voting and dispositive power over any
security owned by the trusts. While Amster Trading Company
receives certain income distributions from the trusts, the
assets owned by the trusts benefits charitable purposes.
Amster Trading Company disclaims beneficial ownership of
the securities owned by the trusts.

d) Neither the trusts or trustee of the Amster Trading
Company Charitable Remainder Unitrusts have been convicted
in any criminal proceedings (excluding traffic violations or
similar misdemeanors if any) within the last five years.

e) Neither the trust or the trustee of the Amster Trading
Company Charitable Remainder Unitrusts have been a party
to any civil proceedings of a judicial or administrative body
of competent jurisdiction of the type described in Item 2 of
Schedule 13D within the last five years.

f) U.S.A.

Item 2 Identity and Background

a) Howard Amster
b) 23811 Chagrin Blvd # 200, Beachwood, Ohio 44122-5525

c) Present principal occupation- Real Estate Operator
23811 Chagrin Blvd. # 200, Beachwood, Oh 44122-5525

d) Howard Amster has not been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any) within
the last five years.

e) Howard Amster has not been party to any civil proceedings of
a judicial or administrative body or competent jurisdiction of the type
described in Item 2 of Schedule 13D within the last five years.

f) U.S.A.

Item 2. Identity and Background

a) Ramat Securities Ltd.
b) 23811 Chagrin Blvd., # 200, Beachwood, Ohio 44122

c) Broker/Dealer, Securities Firm
23811 Chagrin Blvd., # 200, Beachwood, Ohio 44122

David Zlatin and Howard Amster are the unitholders of Ramat
Securities Ltd., an Ohio Limited Liability Company. David Zlatin
is a 17 % owner/principal of Ramat Securities Ltd. and has sole
control of voting and dispositive power over all securities owned by
Ramat Securities Ltd. While David Zlatin directly or indirectly
does not beneficially own 5 % of Dynex Capital, Inc.,
because of such voting and dispositive power, he might
be deemed a beneficial owner of the shares owned by
Ramat Securities Ltd. Ramat Securities Ltd. has no beneficial
interest in any of the shares of Dynex Capital, Inc., owned
by Howard Amster, Amster Trading Company Charitable
Remainder Unitrusts, Tova Financial, Inc.

Howard Amster is an 83 % owner/principal of Ramat Securities Ltd.,
but, has no voting or dispositive power over any securities owned by
Ramat Securities Ltd. By being an 83 % owner, however, Mr. Amster
can be deemed a beneficial owner of all securities owned
by Ramat Securities Ltd.

d) Neither the members or unitholders of Ramat Securities Ltd. have
been convicted in any criminal proceedings (excluding traffic
violations or similar misdemeanors, if any) within the last five years.

e) Neither the members or unitholders of Ramat Securities Ltd.
have been a party to any civil proceedings of a judicial or
administrative body or competent jurisdictions of the type described
in Item 2 of Schedule 13D within the last five years.

f) U.S.A.






Item 2. Identity and Background

a) Tova Financial, Inc.
b) 2562 Biscayne Boulevard, Beachwood, Ohio 44122

c) Investments

David Zlatin is a 50 % owner of Tova Financial, Inc. Gilda Zlatin
is a 50 % owner of Tova Financial, Inc. Each have shared voting
and dispositive power over all securities owned by Tova Financial,
Inc. David Zlatin and Gilda Zlatin can be deemed beneficial
owners of all securities owned by Tova Financial, Inc.

d) Neither the officers, directors, or shareholders of Tova
Financial, Inc. have been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any)
within the last five years.

e) Neither the officers, directors, or shareholders of Tova
Financial, Inc., have been a party to any civil proceedings of
a judicial or administrative body of competent jurisdictions of
of the type described in Item 2 of Schedule 13D within the last
five years.

f) U.S.A.

Item 2. Identity and Background

David Zlatin and Gilda Zlatin are husband and wife.

a) David Zlatin
b) 2562 Biscayne Blvd., Beachwood, Ohio 44122-1773

c) Present principal occupation- Principal, Ramat Securities Ltd.,
securities firm- 23811 Chagrin Blvd. # 200, Beachwood, Oh 44122-5525

d) David Zlatin has not been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any) within
the last five years.

e) David Zlatin has not been party to any civil proceedings of
a judicial or administrative body or competent jurisdiction of the type
described in Item 2 of Schedule 13D within the last five years.

f) U.S.A.



Item 2. Identity and Background

David Zlatin and Gilda Zlatin are husband and wife.

a) Gilda Zlatin
b) 2562 Biscayne Blvd., Beachwood, Ohio 44122-1773

c) Present principal occupation- Teacher, Fuchs Mizrachi School
school- 2301 Fenwick Rd, Beachwood, Ohio 44122

d) Gilda Zlatin has not been convicted in any criminal proceedings
(excluding traffic violations or similar misdemeanors, if any) within
the last five years.

e) Gilda Zlatin has not been party to any civil proceedings of
a judicial or administrative body or competent jurisdiction of the type
described in Item 2 of Schedule 13D within the last five years.

f) U.S.A.

Item 3. Source and Amount of Funds or Other Consideration

Howard Amster and in his individual retirement
account purchased all Dynex Capital, Inc., common stock
with personal funds without borrowing. The total consideration
for his purchases is $ 901,820.85.

Amster Trading Company Charitable Remainder Unitrusts purchased
all Dynex Capital, Inc., common stock with trust assets without
borrowing. The total consideration for their purchases is
$ 574,685.63.

Ramat Securities Ltd. purchased all Dynex Capital, Inc.
common stock with working capital without borrowing. The total
consideration for its purchases is $ 1,311,245.00.

Ramat Securities Ltd., purchased Dynex Capital, Inc. Pr. A shares
with working capital without borrowing. The total
consideration for its purchases is $ 514,632.00. These shares were
converted pursuant to the Recapitalization by the Issuer
effective May 19, 2004 into 15,186 common shares and
66,342 convertible preferred D shares.




Ramat Securities Ltd., purchased Dynex Capital, Inc. Pr. B shares
with working capital without borrowing. The total
consideration for its purchases is $ 367,789.05. These shares were
converted pursuant to the Recapitalization by the Issuer
effective May 19, 2004 into 11,750 common shares and
51,329 convertible preferred D shares.

Ramat Securities Ltd., purchased Dynex Capital, Inc. Pr. C shares
with working capital without borrowing. The total
consideration for its purchases is $ 821,787.00. These shares were
converted pursuant to the Recapitalization by the Issuer
effective May 19, 2004 into 26,683 common shares and
116,552 convertible preferred D shares.

Tova Financial, Inc. purchased Dynex Capital, Inc. Pr. B shares
with working capital without borrowing. The total
consideration for its purchases is $ 55,956.02. These shares were
converted pursuant to the Recapitalization by the Issuer
effective May 19, 2004 into 1,366 common shares and
5,968 convertible preferred D shares.

Item 4. Purpose of Transaction

Howard Amster, Amster Trading Company,
Amster Trading Company Charitable Remainder Unitrusts,
Ramat Securities Ltd., Tova Financial, Inc., David
Zlatin, Gilda Zlatin may deemed to be a group.

Howard Amster, Amster Trading Company Charitable Remainder
Unitrusts, Ramat Securities Ltd., Tova Financial, Inc. each acquired
Dynex Capital, Inc., common stock for purposes of investment.

There are no present plans or proposals by Howard Amster,
Amster Trading Company, Amster Trading Company Charitable
Remainder Unitrusts, Ramat Securities Ltd., Tova Financial Inc.,
David Zlatin, Gilda Zlatin as reported in this Schedule
13D which relates to or would result in the following:









a. The acquisition by Howard Amster , Amster Trading Company,
Charitable Remainder Unitrusts, Ramat Securities Ltd., Tova
Financial, Inc. of additional securities of the Issuer or the
disposition of securities of the Issuer, however, Howard Amster,
Amster Trading Company Charitable Remainder Unitrusts,
Ramat Securities Ltd., Tova Financial, Inc. might acquire
additional shares or other securities of the Issuer or
dispose of some or all of their shares or other securities of the Issuer
depending upon market conditions and their respective
personal circumstances;

b. An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its
subsidiaries;

c. A sale or transfer or a material amount of assets of the Issuer
or any of its subsidiaries;

d. Any change in the present board of directors or management of the
Issuer, including any plans or proposals to change the number or terms
of directors or to fill any existing vacancies on the board;

e. Any material change in the present capitalization or
dividend policy of the Issuer;

f. Any other material in the Issuer's business or corporate structure;

g. Changes in the Issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of
the Issuer by any person;

h. Causing a class of securities of the Issuer to be delisted from a
national securities exchange or cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;

i) A class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or

j. Any action similar to any of those enumerated above.




Item 5. Interest in Securities of the Issuer

The outstanding common shares of the Issuer is 12,162,457 shares.
The outstanding convertible preferred D shares
is 5,628,794 shares.

This Schedule 13D filing shows the common shares that would
be held if all Convertible Preferred D shares owned by group
members were converted to common shares and added to common
shares that are already owned by group members. Each share of
Convertible Preferred D converts to one share of Dynex
Capital, Inc. common shares.

If only the group members converted their Convertible Preferred D
shares into common shares, which has not and may not ever occur, then,
the shares outstanding would be 12,402,648 common
shares. (12,162,457 plus 240,191 equals 12,402,648)

If every Convertible Preferred D holder simultaneously converted
their shares to common shares, this group would not be a 5 % holder
nor would any of its members.

(a)(b) The aggregate amount of common stock owned
by the Reporting Persons is 524,385 shares or 4.3 % of the
current outstanding common shares.

The aggregate amount owned by Reporting Persons if all their
Convertible Preferred D shares were converted into common shares
and included in the total outstanding common shares is
764,576 shares or 6.17 % of the outstanding common shares and
assuming no other Convertible Preferred D holder converted.
If other Convertible Preferred D holders converted their shares
to common stock, then the per cent owned would be lower.

Howard Amster and in his individual retirement account
owns 170,500 or 1.4 % of the current outstanding common
shares.

If the members of the group converted all their shares of
Convertible Preferred D shares into common shares and no
other Convertible Preferred D holder converted their shares
to common shares, then, Howard Amster and in his individual
retirement account would continue to own 170,500 common
shares or 1.37 % of the outstanding common shares.
If other Convertible Preferred D holders converted their shares
to common stock, then the per cent owned would be lower.

Amster Trading Company Charitable Remainder Unitrusts
owns 90,500 or 0.7 % of the current outstanding
common shares.

If the members of the group converted all their shares of
Convertible Preferred D shares into common shares and no
other Convertible Preferred D holder converted their shares
to common shares, then Amster Trading Company Charitable
Remainder Unitrusts would continue to own 90,500 common
or 0.7 % of the outstanding common shares.
If other Convertible Preferred D holders converted their shares
to common stock, then the per cent owned would be lower.

Ramat Securities Ltd. owns 262,019 shares or 2.2 %
of the current outstanding common shares.

If Ramat Securities Ltd. converted its 234,223 shares of
Convertible Preferred D shares into common shares,
then, Ramat Securities Ltd would own 496,242
common shares or 4.0 % of the outstanding common shares.
If other Convertible Preferred D holders converted their shares
to common stock, then the per cent owned would be lower.

Tova Financial, Inc. owns 1,366 shares or 0.0 %
of the current outstanding common shares.

If Tova Financial, Inc. converted its 5,968 shares of
Convertible Preferred D shares into common shares,
then, Tova Financial, Inc. would own 7,334 common
shares or 0.1 % of the outstanding common shares.
If other Convertible Preferred D holders converted their shares
to common stock, then the per cent owned would be lower.

c) Description of Transactions