UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 12b-25



                        Commission File Number 001-09819

                           NOTIFICATION OF LATE FILING

(Check one):  [   ] Form 10-K  [   ]  Form 20-F  [   ]  Form 11-K  [X] Form 10-Q
              [   ]  Form N-SAR [   ]  Form N-CSR

For Period Ended: March 31, 2005

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

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


                            Former Name if Applicable

                            4551 Cox Road, Suite 300
            Address of Principal Executive Office (Street and Number)

                           Glen Allen, Virginia 23060
                            City, State and Zip Code








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

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

[ X ] (a)   The reason described  in reasonable detail  in Part III of this form
            could not be eliminated without unreasonable effort or expense;

[ X ] (b)   The subject annual report, semi-annual  report, transition report on
            Form 10-K,  Form 20-F,  Form 11-K,  Form N-SAR  or  Form N-CSR,  or
            portion thereof,  will be filed on or before the fifteenth  calendar
            day  following the prescribed  due date;  or the  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; and

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


                              PART III - NARRATIVE

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

     The  Company was unable to file its  Quarterly  Report on Form 10-Q for the
quarter ended March 31, 2005 by the  prescribed  date as a result of the Company
having  to  evaluate  the  impact  on  its  Form  10-Q  of  certain  events  and
transactions  that  occurred  subsequent  to March  31,  2005.  The  Company  is
completing  its analysis and will file the Form 10-Q as soon as possible (and no
later than the 5th calendar day following the prescribed due date).  The Company
could not eliminate the foregoing  difficulty  without  unreasonable  effort and
expense,  including  hiring (if available)  additional  professional  staff on a
short-term basis.


                           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 answer
      is no, identify report(s). Yes [ X ]      No [   ]

(3)   Is it  anticipated  that any  significant change in results  of operations
      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? Yes [   ]      No [X]

      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.



                               Dynex Capital, Inc.
                  (Name of Registrant as Specified in Charter)
has  caused  this  notification to be  signed on  its behalf  by the undersigned
hereunto duly authorized.


Date: May 16, 2005                            By:  /s/ Stephen J. Benedetti
                                                   Stephen J. Benedetti
                                                   Executive Vice President and
                                                   Chief Financial Officer