SC 13G/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities by passive investors and certain institutions

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.
SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment Number Two)

Dynex Capital, Inc.
- --------------------------------------------------------------------------------
(Name of Issuer)

Common
- --------------------------------------------------------------------------------
(Title of Class of Securities)

26817Q506
- --------------------------------------------------------------------------------
(CUSIP Number)

1) Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above
Persons.
Wallace R. Weitz & Company 47-0654095

2) Check the Appropriate Box if a Member of a Group.
(a) [ ]
(b) [ X ]

3) SEC Use Only.

4) Citizenship or Place of Organization.
State of Nebraska

Number of Shares Beneficially Owned by Each Reporting Person With:
5) Sole Voting Power: 1,504,113
6) Shared Voting Power: None
7) Sole Dispositive Power: 1,504,113
8) Shared Dispositive Power: None

9) Aggregate Amount Beneficially Owned by Each Reporting Person.
1,504,113

10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares. [ ]

11) Percent of Class Represented by Amount in Row 9.
13.1%

12) Type of Reporting Person.
IA



SCHEDULE 13G Page -2-

Item 1(a). Name of Issuer:
Dynex Capital, Inc.

Item 1(b). Address of Issuer's Principal Executive Office:
10900 Nuckols Road
Suite 650
Glen Allen, Virginia 23060

Item 2(a). Name of Person Filing:
Wallace R. Weitz & Company

Item 2(b). Address of Principal Business Office:
1125 South 103rd Street, Suite 600
Omaha, Nebraska 68124-6008

Item 2(c). Citizenship:
State of Nebraska

Item 2(d). Title of Class of Securities:
Common

Item 2(e). CUSIP Number:
26817Q506

Item 3. If this statement is filed pursuant to Rules 13d-1(b), or 23-d(b), check
whether the person filing is a:
[ X ] Investment Adviser registered under Section 203 of the
Investment Adviser Act of 1940

Item 4. Ownership
(a) 1,504,113
(b) 13.1%
(c) Number of Shares as to which such person has:
(i)sole power to direct vote: 1,504,113
(ii)shared power to direct vote: None
(iii)sole power to dispose: 1,504,113
(iv)shared power to dispose: None



Item 10. Certification

By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired in the ordinary
course of business and were not acquired for the purpose of and do not
have the effect of changing or influencing the control of the issuer
of such securities and were not acquired in connection with or as a
participant in any transaction having such purposes or effect.

/s/ Wallace R. Weitz
---------------------------
Wallace R. Weitz, President

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.

Date: February 4, 2000 /s/ Wallace R. Weitz
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Wallace R. Weitz, President