SC TO-I/A

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20459

                                 SCHEDULE TO-I/A

                             TENDER OFFER STATEMENT
                    UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 3)

                               DYNEX CAPITAL, INC.
                       (NAME OF SUBJECT COMPANY (ISSUER))

                          DYNEX CAPITAL, INC. (OFFEROR)
 (NAME OF FILING PERSON (IDENTIFYING STATUS AS OFFEROR, ISSUER OR OTHER PERSON))

               SERIES A PREFERRED STOCK, PAR VALUE $0.01 PER SHARE
               SERIES B PREFERRED STOCK, PAR VALUE $0.01 PER SHARE
               SERIES C PREFERRED STOCK, PAR VALUE $0.01 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)

                                  (26817Q 20 9)
                   (CUSIP NUMBER OF SERIES A PREFERRED STOCK)
                                  (26817Q 30 8)
                   (CUSIP NUMBER OF SERIES B PREFERRED STOCK)
                                  (26817Q 40 7)
                   (CUSIP NUMBER OF SERIES C PREFERRED STOCK)

                           THOMAS H. POTTS, PRESIDENT
                               DYNEX CAPITAL, INC.
                            4551 COX ROAD, SUITE 300
                           GLEN ALLEN, VIRGINIA 23060
                                 (804) 217-5800

           (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
          RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSON
                              FILING THE STATEMENT)

                                    COPY TO:
                          ELIZABETH R. HUGHES, ESQUIRE
                         VENABLE, BAETJER & HOWARD, LLP
                         2010 CORPORATE RIDGE, SUITE 400
                                McLEAN, VA 22102
                                 (703) 760-1649

                            CALCULATION OF FILING FEE

TRANSACTION VALUATION:                      AMOUNT OF FILING FEE:
*$25,999,435                                **$5,200

*CALCULATED  SOLELY FOR THE  PURPOSE OF  DETERMINING  THE AMOUNT OF FILING  FEE,
ASSUMING  THE  PURCHASE  OF 500,000  SHARES OF SERIES A  PREFERRED  STOCK AT THE
TENDER OFFER PRICE OF $12.24 PER SHARE, THE PURCHASE OF 730,250 SHARES OF SERIES
B  PREFERRED  STOCK AT THE  TENDER  OFFER  PRICE OF $12.50  PER  SHARE,  AND THE
PURCHASE OF 702,700 SHARES OF SERIES C PREFERRED STOCK AT THE TENDER OFFER PRICE
OF $15.30 PER SHARE.

**THIS AMOUNT WAS PREVIOUSLY PAID IN CONNECTION WITH THE ORIGINAL FILING OF THIS
SCHEDULE TO ON MAY 7, 2001.

       [ X  ]Check  box if any part of the fee is  offset  as  provided  by Rule
      0-11(a)(2)  and  identify  the filing  with which the  offsetting  fee was
      previously  paid.  Identify the previous filing by registration  statement
      number, or the form or
schedule and the date of its filing.

Amount Previously Paid:  $5,200              Form or Registration No.: 005-41043
Filing Party:  Dynex Capital, Inc.           Date Filed:  May 7, 2001

[ ] Check the box if the filing  relates  solely to  preliminary  communications
made before the commencement of a tender offer.

Check the  appropriate  boxes below to designate any  transactions  to which the
statement relates:

         [  ] third-party tender offer subject to Rule14d-1.

         [X] issuer tender offer subject to Rule 13e-4.

         [  ] going-private transaction subject to Rule13e-3.

         [  ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ X ]

This Final  Amendment to the Issuer Tender Offer  Statement on Schedule TO filed
with the  Securities  and  Exchange  Commission  on May 7, 2001,  and amended by
Amendment  No. 1 filed on May 9, 2001 and Amendment No. 2 filed on May 25, 2001,
relates to the offer by Dynex Capital,  Inc. to purchase  shares of its Series A
preferred stock, Series B preferred stock, and Series C preferred stock all upon
the terms and  subject  to the  conditions  set forth in the Offer to  Purchase,
dated May 7, 2001, as amended, and the related Letters of Transmittal.

Item 4.  Terms of Transaction.

         Item 4 is hereby  amended and  supplemented  by adding the following at
the end thereof:

         "The Offer  expired at 5:00 p.m.  New York City time,  on June 8, 2001.
Dynex accepted a total of approximately 202,090 shares of its Series A preferred
stock at a purchase price of $12.24 per share,  approximately  363,708 shares of
its  Series B  preferred  stock at a purchase  price of $12.50  per  share,  and
approximately 254,803 shares of its Series C preferred stock at a purchase price
of $15.30 per share."


Item 12.  Exhibits.

         Item 12 is hereby  amended  and  supplemented  by adding the  following
additional Exhibit:

         (a)(1)(H) Press Release issued by Dynex Capital, Inc. on June 12, 2001.

                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


                                         DYNEX CAPITAL, INC.



                                         By:  /s/ Thomas H. Potts
                                              ----------------------------------
                                                  Thomas H. Potts
                                                  President

Dated: June 12, 2001

INDEX TO EXHIBITS

EXHIBIT
NUMBER            DESCRIPTION

(a)(1)(A)         Offer to Purchase dated May 7, 2001.*

(a)(1)(B)(i)      Series A Preferred Stock Letter of Transmittal.*

(a)(1)(B)(ii)     Series B Preferred Stock Letter of Transmittal.*

(a)(1)(B)(iii)    Series C Preferred Stock Letter of Transmittal.*

(a)(1)(C)         Notice of Guaranteed Delivery.*

(a)(1)(D)         Letter to Brokers, Dealers, Commercial Banks, Trust Companies
                  and Other Nominees May 7, 2001.*

(a)(1)(E)         Letter to Clients  from  Brokers, Dealers, Commercial
                  Banks, Trust Companies and other Nominees dated May 7, 2001.*

(a)(1)(F)         Guidelines for Certification of Taxpayer Identification Number
                  on Substitute Form W-9.*

(a)(1)(G)         Press  Release  (incorporated  by  reference  to  Dynex
                  Capital, Inc. Schedule TO filed with the Securities and
                  Exchange Commission on April 30, 2001).*

(a)(1)(H)         Press Release issued by Dynex Capital, Inc. on June 12, 2001.

(a)(2)-(5)        Not applicable.*

(b)               Not applicable.*

(d)               Not applicable.*

(e)               Not applicable.*

(g)               Not Applicable.*


*  Previously filed on Schedule TO

EX-99

                                                               Exhibit (a)(1)(H)


                                  PRESS RELEASE



FOR IMMEDIATE RELEASE                                     CONTACT:  Kathy Fern
June 12, 2001                                                       804-217-5800


                               DYNEX CAPITAL, INC.
                   ANNOUNCES RESULTS OF CASH TENDER OFFERS FOR
                          SHARES OF ITS PREFERRED STOCK


         Dynex  Capital,  Inc.  (NYSE:  DX)  announced  today the results of its
tender  offers to  purchase  for cash  shares of its Series A  Preferred  Stock,
Series B Preferred  Stock and Series C Preferred  Stock that  expired on Friday,
June 8,  2001.  Based on a  preliminary  count by the  depositary,  the  Company
expects  to  purchase  for cash  approximately  202,090  shares of its  Series A
Preferred Stock from shareholders at a price of $12.24 per share,  approximately
363,708 shares of its Series B Preferred  Stock from  shareholders at a price of
$12.50 per share,  and  approximately  254,803  shares of its Series C Preferred
Stock from its  shareholders at a price of $15.30 per share, all under the terms
of the tender offer.

         The tender offers  commenced on May 7, 2001 and the Company had offered
to purchase up to 500,000 of its Series A Preferred  Stock, up to 730,250 of its
Series B Preferred Stock, and up to 702,700 of its Series C Preferred Stock. Due
to the  tender  offers  for each  respective  series of  preferred  stock  being
under-subscribed,  the Company will purchase all of the shares validly  tendered
in the  tender  offer,  without  proration.  The  exact  number  of shares to be
purchased  will be  determined  upon final  review of the validity of all tender
offer documents received from holders.  Payment for shares properly tendered and
accepted will be made as soon as practicable.

         Based on the  number of  outstanding  shares  immediately  prior to the
commencement of the tender offers, the shares tendered  represent  approximately
15% of the Series A Preferred Stock outstanding, approximately 19% of the Series
B  Preferred  Stock  outstanding,  and  14%  of the  Series  C  Preferred  Stock
outstanding.

     Dynex  Capital,  Inc. is a  financial  services  company  that elects to be
treated  as a real  estate  investment  trust  (REIT)  for  federal  income  tax
purposes.

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