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 DC 20549

Schedule 13D/A
Under the Securities and Exchange Act of 1934
Amendment No. 2

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)

February 3, 2006
(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 114,900
Reporting Person
With 9 Sole Dispositive 170,500

10 Shared Dispositive 114,900

11 Aggregate Amount Beneficially owned 478,219

12 Check if Aggregate Amount (11) Excludes Certain Shares

13 Percent of Class Represented by amount in row (11) 3.9 %

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 114,900
Reporting Person
With 9 Sole Dispositive

10 Shared Dispositive 114,900

11 Aggregate Amount Beneficially owned 31,300

12 Check if Aggregate Amount (11) Excludes Certain Shares

13 Percent of Class Represented by amount in row (11) 0.2 %

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 83,600
Reporting Person
With 9 Sole Dispositive

10 Shared Dispositive 83,600

11 Aggregate Amount Beneficially owned 83,600

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 276,419
Reporting Person
With 9 Sole Dispositive

10 Shared Dispositive 276,419

11 Aggregate Amount Beneficially owned 276,419

12 Check if Aggregate Amount (11) Excludes Certain Shares

13 Percent of Class Represented by amount in row (11) 2.3 %

14 Type of Reporting Person BD

















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.

5 Check if Disclosure

6 Citizenship U.S.A.

Number of Shares 7 Sole Voting
Beneficially
Owned By Each 8 Shared Voting 276,419
Reporting Person
With 9 Sole Dispositive

10 Shared Dispositive 276,419

11 Aggregate Amount Beneficially owned 276,419

12 Check if Aggregate Amount (11) Excludes Certain Shares

13 Percent of Class Represented by amount in row (11) 2.3 %

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 amendment number two 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.

Item 3. Sources and Amount of Funds or Other Consideration

Amster Trading Company purchased all Dynex Capital, Inc. common
stock with working capital without borrowing. The total consideration
for their purchase is $ 214,718.00.

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 $ 177,754.82 bringing
Amster Trading Company Charitable Remainder Unitrusts total
investment to $ 541,636.81.



Item 4. Purpose of Transaction

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

Howard Amster, Amster Trading Company Charitable Remainder
Unitrusts, Ramat Securities Ltd., 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., as reported in this
second amendment to Schedule 13D which relates to or would
result in the following:

a. The acquisition by Howard Amster , Amster Trading Company,
Amster Trading Company Charitable Remainder Unitrusts,
Ramat Securities Ltd., of additional securities of the Issuer or the
disposition of securities of the Issuer, however, Howard Amster,
Amster Trading Company, Amster Trading Company Charitable
Remainder Unitrusts, Ramat Securities, Ltd., 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;


Item 5. Interest in Securities of the Issuer

The outstanding common shares of the Issuer is
12,163,391 shares.
The outstanding convertible preferred D shares is
4,221,553 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
12,177,791 common shares.
(12,163,391 plus 14,400 equals 12,177,791)

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 547,419 shares or 4.5 % 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 561,819
or 4.6 % 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 1.4 % 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 owns 31,300 or .2 % 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
would continue to own 31,300 common shares or
0.2 % 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 83,600 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 83,600 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 14,400 shares of
Convertible Preferred D shares into common shares,
then, Ramat Securities Ltd would own 276,419
common shares or 2.3 % 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