Form: 4

Statement of changes in beneficial ownership of securities

January 13, 2004

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
POTTS THOMAS H
(Last) (First) (Middle)
1731 LOMA VISTA STREET
(Street)
PASADENA CA 91104
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
DYNEX CAPITAL INC [ DX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/30/2003
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/30/2003 I(1) 19,536 D $6.1 0 I 401(k) Plan
Common Stock 01/09/2004 P(1) 2,000 A $6.18 2,000 I IRA
Common Stock 01/09/2004 P(1) 2,900 A $6.15 4,900 I IRA
Common Stock 01/09/2004 P(1) 100 A $6.14 5,000 I IRA
Common Stock 01/13/2004 P(1) 1,100 A $6.45 6,100 I IRA
Common Stock 306,959(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The reporting person, who is the former President of the Issuer, is in the process of transferring his Issuer 401(k) plan into his IRA administered by a different financial institution. In connection with this transfer, the Issuer's 401(k) plan was required to sell the securities held in his 401(k) plan account (which included 19,536 shares of the Issuer's common stock). Such sale took place on December 30, 2003. The financial institution that administers the reporting person's IRA has now received the 401(k) plan proceeds and to date has purchased 6,100 of the Issuer's common stock. The reporting person plans to repurchase the entire 19,536 shares of the Issuer's common stock into his IRA in the near future.
2. Of this amount, 9,077 shares are indirect beneficial ownership held by the reporting person's family members.
Thomas H. Potts 01/13/2004
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.