SECURITIES AND EXCHANGE COMMISSSION
                       WASHINGTON, DC 20549


                        FORM 12b-25



                   Commission File Number 1-9819

                                               NOTICE OF LATE FILING

                                                   (Check One):

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

     For the Period Ended:          March 31, 2000

[   ]  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-Q for the quarter  ended March 31,  2000 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 Court held a hearing
on April 17, 2000 and proposed a judgment of  approximately  $27.0  million,  in
lieu if the $69 million verdict that the jury rendered earlier.  The Court later
reduced the proposed verdict to a total of $23.6 million,  including prejudgment
interest.  AutoBond has accepted this  judgment.  The Court has set a hearing on
May 15,  2000 to hear the  Company's  request to be allowed to post  alternative
security in the amount of the judgment other than an appeal bond. As a result of
the  required  attendance  of senior  executive  officers of the Company at this
hearing,  the Company does not have the resources available to complete the Form
10-Q for the quarter ended March 31, 2000 by the  prescribed due date of May 15,
2000. The Company  anticipates being able to issue the Form 10-Q for the quarter
ended  March  31,  2000 no later  than the  fifth  calendar  day  following  the
prescribed due date.



                                                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).

       [ 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 May 9, 2000,  the Company  reported a net loss of
$13.9 million,  or $1.22 per common share for the first quarter 2000 compared to
a net loss of $969,000, or $0.08 per common share for the first quarter of 1999.
The primary  reasons for the decrease in earnings for the first  quarter of 2000
include $13.4  million of losses  related  primarily to the sale of  investments
securities  and a decrease  in net  interest  margin  resulting  from the recent
increase in short-term interest rates and a decrease in interest-earning assets.

     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:    May 15, 2000                         By:      Thomas H. Potts
                                                       President