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: July 21, 1998


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


    Virginia                           1-9819                  52-1549373
(State or Other               (Commission File Number)       (IRS Employer
Jurisdiction of                                            Identification No.)
Incorporation)

10900 Nuckols Road, 3rd Floor, Glen Allen, Virginia               23060
      (Address of Principal Executive Offices)                  (Zip Code)


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

<PAGE>

Item 4.       CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     (a) On July 21, 1998,  the Audit  Committee  of Dynex  Capital,  Inc.  (the
"Company")  approved the appointment of the accounting firm of Deloitte & Touche
LLP as the  independent  accountants  for the year ending  December  31, 1998 to
replace KPMG Peat Marwick LLP ("KPMG"),  who were  dismissed as the  independent
accountants effective with such appointment.

     The reports of KPMG on the Company's  consolidated financial statements for
each of the two years ended December 31, 1997 did not contain an adverse opinion
or a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.

     The Company's Audit Committee  participated in and approved the decision to
change independent accountants.

     In  connection  with the  audits of the  Company's  consolidated  financial
statements  for the two years ended December 31, 1997 and through July 21, 1998,
there have been no  disagreements  between the Company and KPMG on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope and procedures  which, if not resolved to the  satisfaction of KPMG, would
have  caused them to make  reference  thereto in their  report on the  financial
statements for such years.

     There were no reportable  events (as defined in Regulation S-K Item 304 (a)
(1) (v)) during the two years ended December 31, 1997 and through July 21, 1998.

     The  Company  has  requested  that  KPMG  furnish  a letter  addressed to  
the Securities and Exchange  Commission  stating whether or not KPMG agrees with
the above  statements.  A copy of such  letter  will be filed at a later  date
as an amendment to this Form 8-K.

 


<PAGE>

                                  SIGNATURES

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


Date:    July 21, 1998                  DYNEX CAPITAL, INC.


                                        By:/s/ Lynn K. Geurin 

                                           Lynn K. Geurin
                                           Executive Vice President and
                                           Chief Financial Officer
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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: July 21, 1998

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

    Virginia                           1-9819                  52-1549373
(State or Other               (Commission File Number)       (IRS Employer
Jurisdiction of                                            Identification No.)
Incorporation)

10900 Nuckols Road, 3rd Floor, Glen Allen, Virginia               23060
      (Address of Principal Executive Offices)                  (Zip Code)

                                   (804) 217-5800
                (Registrant's telephone number, including area code)
Item 4.       CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     (a) On July 21, 1998,  the Audit  Committee  of Dynex  Capital,  Inc.  (the
"Company")  approved the appointment of the accounting firm of Deloitte & Touche
LLP as the  independent  accountants  for the year ending  December  31, 1998 to
replace KPMG Peat Marwick LLP ("KPMG"),  who were  dismissed as the  independent
accountants effective with such appointment.

     The reports of KPMG on the Company's  consolidated financial statements for
each of the two years ended December 31, 1997 did not contain an adverse opinion
or a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.

     The Company's Audit Committee  participated in and approved the decision to
change independent accountants.

     In  connection  with the  audits of the  Company's  consolidated  financial
statements  for the two years ended December 31, 1997 and through July 21, 1998,
there have been no  disagreements  between the Company and KPMG on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope and procedures  which, if not resolved to the  satisfaction of KPMG, would
have  caused them to make  reference  thereto in their  report on the  financial
statements for such years.

     There were no reportable  events (as defined in Regulation S-K Item 304 (a)
(1) (v)) during the two years ended December 31, 1997 and through July 21, 1998.

     The  Company  has  requested  that  KPMG  furnish  a letter  addressed to  
the Securities and Exchange  Commission  stating whether or not KPMG agrees with
the above  statements.  A copy of such  letter  will be filed at a later  date
as an amendment to this Form 8-K.
SIGNATURES

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

Date:    July 21, 1998                  DYNEX CAPITAL, INC.

                                        By:/s/ Lynn K. Geurin 

                                           Lynn K. Geurin
                                           Executive Vice President and
                                           Chief Financial Officer