SC 13D/A: 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, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 8)*

DYNEX CAPITAL INC
(Name of Issuer)

COMMON STOCK, $0.01 PAR VALUE PER SHARE
(Title of Class of Securities)

26817Q506
(CUSIP number)

Thomas B. Akin
Talkot Capital, LLC
2400 Bridgeway, Suite 300
Sausalito, CA 94965
415-332-3760
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)

February 18, 2010
(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 which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), 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-7(b) 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 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). Potential persons who are to respond to the collection of
information contained in this form are not required to respond unless the form
displays a currently valid OMB control number.


1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON

Thomas Bruce Akin
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*

PF
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 623,141
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,291,160
REPORTING --------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 623,141
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,291,160
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

623,141
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.59%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

IN



1 NAME OF REPORTING PERSON
IRS IDENTIFICATION NO. OF ABOVE PERSON

Talkot Fund, L.P.
- -----------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /x/
- -----------------------------------------------------------------------------
3 SEC USE ONLY
- -----------------------------------------------------------------------------
4 SOURCE OF FUNDS*

OO
- -----------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) / /
- -----------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America
- -----------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
BENEFICIALLY ---------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH -0-
REPORTING ---------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH -0-
---------------------------------------------------------
10 SHARED DISPOSITIVE POWER
-0-
- -----------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON

668,019
- -----------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
- -----------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

4.92%
- -----------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*

OO


The following constitutes Amendment No. 8 ("Amendment No. 8") to the Schedule
13D filed by the undersigned. This Amendment No. 8 amends the Schedule 13D as
specifically set forth.


ITEM 1. SECURITY AND ISSUER.

This statement relates to shares of the Common Stock, par value $.01 (the
"Common Shares"), of Dynex Capital, Inc. (the "Issuer"). The Common Shares
(as reported in Item 5(a) of this statement) include Common Shares issuable
upon conversion of the Issuer's Series D 9.50% Cumulative Convertible
Preferred Stock, par value $.01 (the "Preferred Shares"). Based on the
Issuer's public filings, each outstanding Preferred Share is currently
convertible into one Common Share at the option of the holder. The address
of the principal executive offices of the Issuer is 4991 Lake Brook Drive,
Suite 100, Glen Allen, VA 23060.

ITEM 2. IDENTITY AND BACKGROUND.

The persons filing this statement and the persons enumerated in Instruction
C of Schedule 13D and, where applicable, their respective places of
organization, general partners, directors, executive officers and controlling
persons, and the information regarding them, are as follows:

The names of the persons filing this statement are Thomas Bruce Akin (Thomas
Akin), and the Talkot Fund, L.P. (the Fund).

(a) The names of the persons filing this statement are Thomas Bruce Akin
("Thomas Akin"), Talkot Fund, L.P. ("the Fund"), (collectively, the
"Filers"). The Talkot Fund, L.P. was formerly known as the Talkot
Crossover Fund, L.P.

(b) The address of the filers is 2400 Bridgeway, Suite 300, Sausalito,
CA 94965.

(c) Thomas Akin is the Managing General Partner of the Talkot
Fund, L.P. which is located at 2400 Bridgeway, Suite 300,
Sausalito, CA 94965.

(d) During the last five years, none of the Filers has been convicted in
a criminal proceeding (excluding traffic violations or similar
misdemeanors).

(e) During the last five years, none of the Filers was a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state
securities laws or finding any violation with respect to such laws.

(f) All of the Filers who are natural persons are citizens of the United
States of America.


ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The source and amount of funds used in purchasing the Common Shares were as
follows:

Purchaser Source of Funds Amount

Thomas Akin PF $2,591,043
The Fund OO $2,129,734

None of the funds used to purchase the Common Shares were borrowed funds.

The source and amount of funds used in purchasing the Preferred Shares were
as follows:

Purchaser Source of Funds Amount

Thomas Akin PF $547,842
Talkot Fund OO $635,832

None of the funds used to purchase the Preferred Shares were borrowed funds.


ITEM 4. PURPOSE OF TRANSACTION.

The Filers have acquired the Stock primarily for long-term investment.

Except as set forth above, the Filers have no present plans or proposals that
would result in or relate to any of the transactions described in Item 4 of
Schedule 13D.

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

(a) Aggregate number and percentage of securities beneficially owned:

Thomas Akin is the direct beneficial owner of 623,141 shares of Common Stock,
representing approximately 4.59% of Dynex's Common Stock based upon 13,572,012
shares outstanding per Dynex's Form 10-Q dated September 30, 2009, and filed
with the Securities and Exchange Commission on November 9, 2009. If only Mr.
Akin converted his Convertible Preferred D Shares into common shares, then
the shares outstanding would increase to 13,784,406.

Talkot Fund, L.P. is the direct beneficial owner of 668,019 shares of
Common Stock, representing approximately 4.92% of Dynex's Common Stock based
upon 13,572,012 shares outstanding per Dynex's Form 10-Q dated September 30,
2009, and filed with the Securities and Exchange Commission on November 9,
2009. If only The Fund converted their Convertible Preferred D Shares
into common shares, then the shares outstanding would increase to 13,933,076.
If only Mr. Akin and The Fund converted their Convertible Preferred D Shares
into common shares, then the shares outstanding would increase to 14,145,470.

By virtue of the relationship between Mr. Akin and the Fund described
in Item 2, Mr. Akin may be deemed to possess indirect beneficial ownership
of the shares of Common Stock beneficially owned by the Fund.

(b) The beneficial ownership of the Stock of the persons named in Item 2 of
this statement is as follows at the date hereof:

Aggregate
Beneficially
Owned Voting Power Dispositive Power
Name Number Percent Sole Shared Sole Shared

Thomas Akin 623,141 4.59% 623,141 1,291,160 623,141 1,291,160
The Fund 668,019 4.92% -0- -0- -0- -0-


(c) Transactions effected during the past 60 days or since the most recent
filing on Schedule 13D, whichever is less:

None.


ITEM. 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.

Thomas Akin is the Managing General Partner of the Fund. As such, he has the
power to vote the Stock held by such persons and to direct the receipt of
dividends from, or the proceeds from the sale of, the Stock held by such
persons.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge, I certify that the
information set forth in this statement is true, complete and correct.

DATED: February 18, 2010



/s/ Thomas Bruce Akin
Thomas Bruce Akin



TALKOT FUND, L.P.




By: /s/ Thomas Bruce Akin
Thomas Bruce Akin, Managing General Partner