SECURITIES AND EXCHANGE COMMISSSION
                                               WASHINGTON, DC 20549


                                                   FORM 12b-25



                        Commission File Number 1-9819

                            NOTICE OF LATE FILING

                                                   (Check One):

 [ X ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR

 For the Period Ended:          December 31, 1999

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

     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:



                   PART I - REGISTRANT INFORMATION

                         DYNEX CAPITAL, INC.
                      (Full name of registrant)


                    10900 Nuckols Road, 3rd Floor
                      Glen Allen, Virginia 23060
               (Address of principal executive office)

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

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

     (a) The reasons  described  in  reasonable  detail in Part III of this form
could not be eliminated without unreasonable effort or expense. [ X ]Yes [ ] No

     (b) The subject annual report,  semi-annual  report,  transition  report on
Form 10-K,  20-F,  11-K or Form N-SAR,  or portion  thereof  will be filed on or
before the 15th  calendar day  following  the  prescribed  due date;  or 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.

                                         [ X ] Yes   [   ] No

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

                   [   ] Yes   [ X ] No

               PART III - NARRATIVE

     State below in  reasonable  detail the reasons why Form 10-K,  11-K,  20-F,
10-Q,  N-SAR or the transition  report portion thereof could not be filed within
the prescribed time period.

     Dynex Capital,  Inc. ("Company") is unable to file timely its annual report
on Form 10-K for the year ended  December  31, 1999 in a timely  manner  without
unreasonable  effort or expense. On March 9, 2000, the jury in the litigation in
the District Court in Travis County, Texas (the "Court") between AutoBond Master
Funding Corporation,  AutoBond Acceptance Corporation and the Company returned a
verdict in favor of AutoBond Master Funding  Corporation and AutoBond Acceptance
Corporation  in the  approximate  amount of $69  million.  The Company has filed
motions  with the Court to set aside the  verdict  and  reduce the amount of the
verdict which will be heard by the Court in April. The Company is in the process
of  evaluating  the impact of this  unfavorable  jury  verdict on its  financial
statements.

                                                PART IV - OTHER INFORMATION

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

  Lynn K. Geurin                   804              217-5820
      (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).

              [ X ]  Yes            [   ]  No

     (3) Is it anticipated  that any significant  change in results of operation
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?

              [ X ]  Yes            [   ]  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.

     In a press release  issued March 16, 2000,  the Company  announced  that it
expected to report a net loss for the fourth  quarter and for the year 1999. The
Company's results were impacted by writedowns required from the reclassification
of commercial  whole loans held for  securitization  to held for sale during the
fourth quarter, and the resulting  mark-to-market  adjustment.  The results were
also impacted by losses  related to hedging costs  previously  capitalized  that
were charged-off during the quarter as a result of the Company's decision not to
extend expired forward  commitments on commercial  mortgage loans. The Company's
1999 results  could  further be  negatively  impacted by any accrual that may be
necessary  due to the  AutoBond  litigation  referred to above in Part III.  The
Company is in the  process of  evaluating  the impact of this  unfavorable  jury
verdict on its financial statements.


     Dynex Capital, Inc. has caused this notification to be signed on its behalf
by the undersigned thereunto duly authorized.

                                                     DYNEX CAPITAL, INC.



                                                     /s/ Thomas H. Potts
Date:    March 30, 2000                              By:      Thomas H. Potts
                                                              President