SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

AKIN THOMAS B

(Last)

(First)

(Middle)

2400 BRIDGEWAY # 200

SUITE 200

(Street)

SAUSALITO

94965

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
DYNEX CAPITAL INC [ DX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CEO and Chairman of the Board

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/13/2006		P4	1,000	A	$6.75	622,541⁽⁴⁾	D
Common Stock	06/14/2006		P4	600	A	$6.75	623,141⁽⁴⁾	D
Common Stock	12/31/2007		P4	9,500	A	$8.59	632,938	I	By Talkot Fund
Common Stock							11,446	I	By Hochster Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series D Preferred Stock⁽¹⁾	⁽³⁾	06/28/2006		4P	100		08/08/1988⁽²⁾	08/08/1988⁽²⁾	Common Stock	100	$10.2	219,339⁽⁵⁾	D
Series D Preferred Stock⁽¹⁾	⁽³⁾	12/12/2007		4S		2,600	08/08/1988⁽²⁾	08/08/1988⁽²⁾	Common Stock	2,600	$10.2038	216,739⁽⁵⁾	D
Series D Preferred Stock⁽¹⁾	$0⁽³⁾⁽⁶⁾	12/31/2007		4J⁽⁶⁾		20,000	08/08/1988⁽²⁾	08/08/1988⁽²⁾	Common Stock	20,000	$0⁽⁶⁾	0⁽⁶⁾	I	By Andrews Trust
Series D Preferred Stock⁽¹⁾	$0⁽³⁾	03/06/2006		4P	2,500		08/08/1988⁽²⁾	08/08/1988⁽²⁾	Common Stock	17,242	$10.244	17,242	I	By Hochster Trust
Series D Preferred Stock⁽¹⁾	$0⁽³⁾	06/28/2006		4P	100		08/08/1988⁽²⁾	08/08/1988⁽²⁾	Common Stock	17,342	$10.2	17,342	I	By Hochster Trust
Series D Preferred Stock⁽¹⁾	⁽³⁾						08/08/1988⁽²⁾	08/08/1988⁽²⁾	Common Stock	360,064		360,064	I	By Talkot Fund

Explanation of Responses:

1. The full name of the Series D Preferred Stock is "Series D 9.50% Cumulative Convertible Preferred Stock."

2. The Series D Preferred Stock is immediately exercisable and has no expiration date.

3. The conversion is on a one for one basis for the underlying security.

4. The total holdings of common stock held directly by Mr. Akin is reduced by 31,632 shares which were inadvertently included in Mr. Akin's direct holdings. Mr. Akin does not have any beneficial interest or voting control, directly or indirectly, in these shares. In addition, the total was reduced was 11.446 shares held indirectly by the Hochster Trust, which were inadvertently included in Mr. Akin's total direct holdings. The holdings of the Hochster Trust are now being reported on a separate line item as indirect holdings of Mr. Akin.

5. The total holdings of this security is reduced by 13,193 shares which were inadvertently included in Mr. Akin's direct holdings. These shares are owned Mr. Akin's father-in-law and Mr. Akin does not have any beneficial interest in or voting control over, directly or indirectly, in these shares. In addition, the total is also reduced by 7,342 shares which were inadvertently included in Mr. Akins's direct holdings, but are owned by the Hochster Trust. These shares are now included on a separate line item for indirect holdings.

6. Mr. Akin no longer manages the Trust and has no beneficial interest in the shares.

	Thomas B. Akin	04/01/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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