Form: 4/A

Statement of changes in beneficial ownership of securities

April 1, 2008

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
AKIN THOMAS B
(Last) (First) (Middle)
2400 BRIDGEWAY # 200
SUITE 200
(Street)
SAUSALITO CA 94965
(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
X Officer (give title below) Other (specify below)
CEO and Chairman of the Board
3. Date of Earliest Transaction (Month/Day/Year)
03/03/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
03/05/2008 		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 623,141(1) D
Common Stock 632,938 I By Talkot Fund
Common Stock 11,446 I By Hochster Trust
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
Series D Preferred Stock(2) $0(4) 03/03/2008 P 1,000 08/08/1988(3) 08/08/1988(3) Common Stock 1,000 $10.03 217,739(1) D
Series D Preferred Stock(2) (4) 08/08/1988(3) 08/08/1988(3) Common Stock 360,064 360,064 I By Talkot Fund
Series D Preferred Stock(2) (4) 08/08/1988(3) 08/08/1988(3) Common Stock 17,342(5) 17,342 I By Hochster Trust
Explanation of Responses:
1. Mr. Akin's total direct holdings in common stock is reduced by 11,446 shares held indirectly in the name of the Hochster Trust, which are reported in a separate line item. Mr. Akin's Series D Preferred Stock direct holdings are reduced by 7,342 shares which are held indirectly in the name of the Hochster Trust. Both of these amounts were inadvertently included in Mr. Akin's direct holdings totals.
2. The conversion is on a one for one basis for the underlying security.
3. The full name of the Series D Preferred Stock is "Series D 9.50% Cumulative Convertible Preferred Stock."
4. The Series D Preferred Stock is immediately exercisable and has no expiration date.
5. This amendment is filed to include indirect holdings in the same class of stock which were not included in the original filing.
Thomas B. Akin 04/01/2008
** 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.