SCHEDULE 14A INFORMATION
                           Proxy Statement Pursuant to
              Section 14(a) of the Securities Exchange Act of 1934

Filed by the Registrant                                                      [X]
Filed by a Party other than the Registrant                                   [ ]


Check the appropriate box:

[ ]     Preliminary Proxy Statement
[ ]     Confidential, for Use of the Commission Only
            (as permitted by Rule 14a-6(e)(2))
[ ]     Definitive Proxy Statement
[X]     Definitive Additional Materials
[ ]     Soliciting Material Pursuant to Section 240.14a-11(c)
          or Section 240.14a-12


                               DYNEX CAPITAL, INC.
- --------------------------------------------------------------------------------
                (Name of Registrant as Specified in Its Charter)


- --------------------------------------------------------------------------------
     (Name of Person(s) Filing Proxy Statement if Other Than the Registrant)


Payment of Filing Fee (Check the appropriate box)

[X]     No fee required.
[ ]     Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1.      Title of each class of securities to which transaction applies:
        ________________________________________________________________________

2.      Aggregate number of securities to which transaction applies:  __________

3.      Per unit  price  or other  underlying  value  of  transaction  computed
        pursuant to  Exchange  Act Rule 0-11 (Set forth the amount on which the
        filing fee is calculated and state how it was determined):
        ________________________________________________________________________

4.      Proposed maximum aggregate value of transaction:  ______________________

5.      Total fee paid:  _______________________________________________________

[ ]     Fee paid previously with preliminary materials.

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

6.      Amount Previously Paid:  _______________________________________________

7.      Form, Schedule or Registration Statement No.:  _________________________

8.      Filing Party:
        ________________________________________________________________________

9.      Date Filed:  ___________________________________________________________

                                     FORM OF
                            COMMON SHAREHOLDER PROXY

                               Dynex Capital, Inc.
                           2002 Proxy Card Information

           THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS


     The  undersigned  hereby appoints Thomas H. Potts and Stephen J. Benedetti,
and each of them as proxies of the undersigned, with full power of substitution,
and  authorizes  each of them to  represent  the  undersigned  and to  vote,  as
designated on this card, all the shares of common stock of Dynex  Capital,  Inc.
which the  undersigned is entitled to vote at the Annual Meeting of Stockholders
to be held at The Place At Innsbrook,  4036 Cox Road, Glen Allen,  Virginia,  on
Tuesday,  May  14,  2002  at 2:00  p.m.  Eastern  Time,  or any  adjournment  or
postponement  thereof,  upon the  matters  set  forth in the  Notice  of  Annual
Meeting,  and the related proxy statement,  a copy of which has been received by
the undersigned,  and in their discretion upon any adjournments or postponements
of the meeting.

     The Board of Directors recommends a vote FOR Proposals 1 and 2.

1.   Election of Directors

     J. Sidney Davenport            |_| FOR                   |_| WITHHOLD
     Thomas H. Potts                |_| FOR                   |_| WITHHOLD
     Barry S. Shein                 |_| FOR                   |_| WITHHOLD
     Donald B. Vaden                |_| FOR                   |_| WITHHOLD
     Eric P. Von der Porten         |_| FOR                   |_| WITHHOLD

2.   Proposal to ratify the appointment of Deloitte & Touche LLP, independent
     certified public accountants, as auditors of the Company.

              |_| FOR          |_| AGAINST       |_| ABSTAIN

If no  direction  is made,  this  proxy  will be voted FOR each of the  nominees
listed under Proposal 1 and FOR Proposal 2.

In their  discretion,  the proxies are authorized to vote upon other business as
may properly come before the meeting.

This proxy, when properly executed,  will be voted in the manner directed herein
by the undersigned stockholder.

     Please  sign  exactly as the name  appears  below.  When shares are held by
joint  tenants,   both  should  sign.   When  signing  as  attorney,   executor,
administrator,  trustee, guardian or agent, please give full title as such. If a
corporation, please sign in full corporate name by president or other authorized
officer. If a partnership, please sign in partnership name by authorized person.

                                       Date: _____________________________, 2002

[NAME OF RECORD HOLDER INSERTED HERE]  _________________________________________
                                                      Signature


                                       _________________________________________
                                             Signature, if held jointly

                                       PLEASE MARK, SIGN, DATE AND RETURN THE
                                       PROXY CARD PROMPTLY USING THE ENCLOSED
                                       ENVELOPE.