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


                                   FORM 12b-25



                        Commission File Number 001-09819

                           NOTIFICATION OF LATE FILING

(Check one):
         [ X ] Form 10-K         [    ] Form 20-F        [    ] Form 11-K
         [   ] Form 10-Q         [    ] Form N-SAR       [    ] Form N-CSR

         For Period Ended: December 31, 2004

         [    ]   Transition Report on Form 10-K
         [    ]   Transition Report on Form 20-F
         [    ]   Transition Report on Form 11-K
         [    ]   Transition Report on Form 10-Q
         [    ]   Transition Report on Form N-SAR

         For the Transition Period Ended: _______________________________

Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: n/a
- --------------------------------------------------------------------------------

                        PART I -- REGISTRANT INFORMATION


                               Dynex Capital, Inc.
                             Full Name of Registrant

                   -------------------------------------------
                            Former Name if Applicable

                            4551 Cox Road, Suite 300
            Address of Principal Executive Office (Street and Number)

                         Glen Allen, Virginia 23060-6740
                            City, State and Zip Code

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


                       PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)

[ X ] (a)  The reason described in reasonable detail in Part III of this form
           could not be eliminated without unreasonable effort or expense;

[ X ] (b)  The subject annual report, semi-annual  report,  transition report on
           Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion
           thereof,  will be filed  on or  before  the  fifteenth  calendar  day
           following  the prescribed due date; or the subject  quarterly report
           or transition  report  on Form  10-Q,  or  portion  thereof,  will be
           filed on or before the fifth  calendar day  following the  prescribed
           due date; and

[ X ] (c)  The  accountant's  statement or other  exhibit required  by Rule 12b-
           25(c) has been attached if applicable.

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

                              PART III -- NARRATIVE

     The  Company's  financial  reporting  staff has  experienced  difficulty in
finalizing  disclosures  required in order to complete  the filing of its Annual
Report on Form 10-K for the year ended  December 31, 2004 by the  prescribed due
date. It is anticipated that such information will be produced and the Form 10-K
will be  filed as soon as  possible  (and no later  than the 15th  calendar  day
following  the  prescribed  due  date).  The  Company  could not  eliminate  the
foregoing difficulty without  unreasonable effort and expense,  including hiring
(if   available)   additional   professional   staff  on  a  short-term   basis.
- --------------------------------------------------------------------------------


                          PART IV -- OTHER INFORMATION

(1) Name and telephone number of person to contact in regard to this
notification.

Stephen J. Benedetti                  804                        217-5837
       (Name)                     (Area Code)               (Telephone Number)

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed? If the answer is
     no, identify report(s). Yes [ X ] No [ ]

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof? Yes [ X ] No [ ]

     If so, attach an explanation of the anticipated  change,  both narratively
     and quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.

     As we have  previously  disclosed in an earnings press release in a Current
Report on Form 8-K dated March 18, 2005, our results of operations  will reflect
a decrease  in our net loss from $21.1  million  to $3.4  million  for the years
ended  December 31, 2003 and 2004,  respectively.  The decrease in the Company's
net loss  primarily  relates to an  increase in gain on sale of  investments  of
$12.9  million and an increase in net interest  income after  provision for loan
losses of $2.9 million.

- --------------------------------------------------------------------------------
                               Dynex Capital, Inc.
                  (Name of Registrant as Specified in Charter)
   has caused this notification to be signed on its behalf by the undersigned
                           hereunto duly authorized.


Date: March 31, 2005                        By:  /s/ Stephen J. Benedetti
                                                Stephen J. Benedetti
                                                Executive Vice President and
                                                Chief Financial Officer