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: April 2, 1999


                               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 5.       OTHER EVENTS.

     Dynex  Capital,  Inc. (the  "Company") is filing as an exhibit to this Form
8-K the Company's 1998 consolidated  financial statements without the opinion of
its auditors.  The audit for the Company's  1998  financial  statements has been
completed.  However,  due to a comment received from the Securities and Exchange
Commission  ("SEC") during the fourth  quarter of 1998, the Company  changed its
method of  accounting  for its  investment in certain  affiliates  from the full
consolidation  method to the  equity  method.  While the  change  did not impact
reported earnings, certain 1997 and 1996 amounts were restated to conform to the
new accounting method to provide consistency between years. Additionally, during
1998 the Company  engaged new auditors,  Deloitte & Touche,  LLP ("D&T") for the
1998 year end audit.  D&T and KPMG LLP,  the  Company's  auditors  for the years
ended  December 31, 1997 and 1996, are in the process of completing the audit of
the restated 1997 and 1996 financial statements in light of the comment received
from the SEC.  Accordingly,  the Company has filed a Form 12b-25 with respect to
its  financial  statements  for its Form 10-K and  expects to file such  audited
financial statements within the 15 days permitted under Rule 12b-25.


Item 7.       FINANCIAL STATEMENTS AND EXHIBITS.
<TABLE>
<CAPTION>

Exhibit
Number        Exhibit
<S>           <C> 

99.1          Consolidated financial statements of Dynex Capital, Inc. 
              (filed herewith).
</TABLE>
 

<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:    April 2, 1999                        DYNEX CAPITAL, INC.


                                              By:  /s/ Lynn K. Geurin

                                                   Lynn K. Geurin
                                                   Executive Vice President and
                                                   Chief Financial Officer
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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": "99586693"}, "business-address": {"street1": "10900 NUCKOLS ROAD", "street2": "SUITE 650", "city": "RICHMOND", "state": "VA", "zip": "23060", "phone": "8049675800"}, "mail-address": {"street1": "10900 NUCKOLS ROAD", "street2": "SUITE 650", "city": "RICHMOND", "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: April 2, 1999

                               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 5.       OTHER EVENTS.

     Dynex  Capital,  Inc. (the  "Company") is filing as an exhibit to this Form
8-K the Company's 1998 consolidated  financial statements without the opinion of
its auditors.  The audit for the Company's  1998  financial  statements has been
completed.  However,  due to a comment received from the Securities and Exchange
Commission  ("SEC") during the fourth  quarter of 1998, the Company  changed its
method of  accounting  for its  investment in certain  affiliates  from the full
consolidation  method to the  equity  method.  While the  change  did not impact
reported earnings, certain 1997 and 1996 amounts were restated to conform to the
new accounting method to provide consistency between years. Additionally, during
1998 the Company  engaged new auditors,  Deloitte & Touche,  LLP ("D&T") for the
1998 year end audit.  D&T and KPMG LLP,  the  Company's  auditors  for the years
ended  December 31, 1997 and 1996, are in the process of completing the audit of
the restated 1997 and 1996 financial statements in light of the comment received
from the SEC.  Accordingly,  the Company has filed a Form 12b-25 with respect to
its  financial  statements  for its Form 10-K and  expects to file such  audited
financial statements within the 15 days permitted under Rule 12b-25.

Item 7.       FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit
Number        Exhibit
99.1          Consolidated financial statements of Dynex Capital, Inc. 
              (filed herewith).
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:    April 2, 1999                        DYNEX CAPITAL, INC.

                                              By:  /s/ Lynn K. Geurin

                                                   Lynn K. Geurin
                                                   Executive Vice President and
                                                   Chief Financial Officer