================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549


                                  ------------

                                    FORM 8-K
                                  ------------


                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


                         Date of Report: August 17, 2004
                        (Date of earliest event reported)


                               DYNEX CAPITAL, INC.
               (Exact Name of Registrant as Specified in Charter)



                                     1-9819
                            (Commission File Number)



             Virginia                                          52-1549373
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                          Identification No.)

  4551 Cox Road, Suite 300, Glen Allen, Virginia                 23060
    (Address of principal executive offices)                   (Zip Code)



                                 (804) 217-5800
              (Registrant's telephone number, including area code)



================================================================================

<PAGE>



Item 12.   Results of Operations and Financial Condition.

         On August 16, 2004, the Registrant issued a press release reporting its
financial  results  for the  period  ended June 30,  2004.  A copy of the press
release is being  furnished as an exhibit to this report and is  incorporated by
reference into this Item 12.

         The foregoing  information,  including the information contained in the
press  release,  is being  furnished  pursuant  to this Item 12 and shall not be
deemed to be "filed" for purposes of Section 18 of the  Securities  Exchange Act
of 1934, as amended,  or otherwise subject to the liabilities of that Section or
Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition,
this information shall not be deemed to be incorporated by reference into any of
the  Registrant's  filings with the Securities and Exchange  Commission,  except
as shall be expressly set forth by specific reference in any such filing.

           (c)  Exhibits.

                Exhibit No.    Description

                    99         Press release issued by the Registrant dated
                               August 16, 2004.


<PAGE>





                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                                          DYNEX CAPITAL, INC.
                                                          (Registrant)


Date:  August 17, 2004                  By:  /s/ Stephen J. Benedetti
                                             -----------------------------------
                                             Stephen J. Benedetti
                                             Executive Vice President and
                                             Chief Financial Officer


<PAGE>


                                  Exhibit Index


         Exhibit No.       Description

              99           Press release issued by the Registrant on
                           August 16, 2004.
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{"company-data": {"conformed-name": "DYNEX CAPITAL INC", "cik": "0000826675", "assigned-sic": "6798", "irs-number": "521549373", "state-of-incorporation": "VA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09819", "film-number": "04982259"}, "business-address": {"street1": "4551 COX RD", "street2": "STE 300", "city": "GLEN ALLEN", "state": "VA", "zip": "23060", "phone": "8042175815"}, "mail-address": {"street1": "4551 COX RD", "street2": "STE 300", "city": "GLEN ALLEN", "state": "VA", "zip": "23060"}, "former-company": [{"former-conformed-name": "RESOURCE MORTGAGE CAPITAL INC/VA", "date-changed": "19930722"}, {"former-conformed-name": "RESOURCE MORTGAGE INVESTMENT CORP", "date-changed": "19930505"}, {"former-conformed-name": "RAC MORTGAGE INVESTMENT CORP /VA/", "date-changed": "19930505"}]}
================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  ------------

                                    FORM 8-K
                                  ------------

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                         Date of Report: August 17, 2004
                        (Date of earliest event reported)

                               DYNEX CAPITAL, INC.
               (Exact Name of Registrant as Specified in Charter)

                                     1-9819
                            (Commission File Number)

             Virginia                                          52-1549373
  (State or other jurisdiction of                           (I.R.S. Employer
  incorporation or organization)                          Identification No.)

  4551 Cox Road, Suite 300, Glen Allen, Virginia                 23060
    (Address of principal executive offices)                   (Zip Code)

                                 (804) 217-5800
              (Registrant's telephone number, including area code)

================================================================================
Item 12.   Results of Operations and Financial Condition.

         On August 16, 2004, the Registrant issued a press release reporting its
financial  results  for the  period  ended June 30,  2004.  A copy of the press
release is being  furnished as an exhibit to this report and is  incorporated by
reference into this Item 12.

         The foregoing  information,  including the information contained in the
press  release,  is being  furnished  pursuant  to this Item 12 and shall not be
deemed to be "filed" for purposes of Section 18 of the  Securities  Exchange Act
of 1934, as amended,  or otherwise subject to the liabilities of that Section or
Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition,
this information shall not be deemed to be incorporated by reference into any of
the  Registrant's  filings with the Securities and Exchange  Commission,  except
as shall be expressly set forth by specific reference in any such filing.

           (c)  Exhibits.

                Exhibit No.    Description

                    99         Press release issued by the Registrant dated
                               August 16, 2004.
SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended,  the  Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

                                                          DYNEX CAPITAL, INC.
                                                          (Registrant)

Date:  August 17, 2004                  By:  /s/ Stephen J. Benedetti
                                             -----------------------------------
                                             Stephen J. Benedetti
                                             Executive Vice President and
                                             Chief Financial Officer
Exhibit Index

         Exhibit No.       Description

              99           Press release issued by the Registrant on
                           August 16, 2004.