Dynex Capital, Inc.
                Dividend Reinvestment and Stock Purchase Plan
                           Effective June 5, 1997

The information set forth below, in combination with the Prospectus dated
July 29, 1996 and the Prospectus Supplement dated December 20, 1996,
constitutes the Dividend Reinvestment and Stock Purchase Plan of Dynex
Capital, Inc.

As of the date of this Prospectus Supplement, the price per share of
authorized but unissued shares of Common Stock purchased from the Company
with reinvested dividends and optional cash deposits will be 97% of the
Market Price when the closing price of the stock on the first day of the
pricing period is equal to or greater than $10.00 per share. If the closing
price of the Common Stock is less than $10.00 per share, no discount will
apply, and the price per share of the Common Stock purchased from the Company
will be 100% of the Market Price.