PROSPECTUS SUPPLEMENT

     (To Prospectus and Prospectus Supplement Dated March 6, 1997)

                                  23,300 Shares

                                   
                               DYNEX CAPITAL, INC.
              (formerly Resource Mortgage Capital, Inc.)

                             SHARES OF COMMON STOCK
                                (Par Value $0.01)


      Pursuant to a Sales Agency Agreement dated as of March 6, 1997 (the "Sales
Agency  Agreement")  between Dynex Capital,  Inc.  (formerly  Resource  Mortgage
Capital, Inc.) (the "Company") and PaineWebber Incorporated  ("PaineWebber"),  a
form of which has been  filed as an  exhibit to the  Registration  Statement  of
which  this  Prospectus  Supplement  is a part  and  which  is  incorporated  by
reference herein,  the Company has sold,  through  PaineWebber,  as agent of the
Company,  23,300 shares of the Company's common stock, par value $0.01 per share
(the "Common Stock"), pursuant to ordinary brokers' transactions on the New York
Stock Exchange (the "NYSE").

      Shares sold during Pricing Period



                                                                                      
              4,600   Average Market Price Shares
             18,700   Additional Shares
             -------
             23,300     Total Shares Sold




      Arithmetic Mean of the High and Low Sales Prices of the Shares reported on
            the NYSE (the  "Average  Market  Price") for each day of the Pricing
            Period:


                                                    
                                                            Average (or Total)
          05/19/97 05/20/97 05/21/97 05/22/97  05/23/97     for Pricing Period
          -------- -------- -------- --------  -------      ------------------             
          $0.0000  $0.0000  $0.0000  $28.3125  $28.8750     $28.5938




           High and Low Sales  Prices at which  Average  Market  Shares
were sold during pricing period:

                                                     
                 High: $29.000                      Low: $28.375




Average Market Price Shares:

                                                                            
Gross Proceeds to Company......$131,531.25       Gross Sales Proceeds.......$   132,025.00
3.0% Discount..................$  3,945.94       Compensation to Agent......$     4,439.69
                             -------------                                  --------------     
Net Proceeds to Company........$127,585.31       Net Proceeds to Company....$   127,585.31

Additional Shares Sold:
        
Gross Proceeds to Company......$528,262.50
Commission to PaineWebber..... $ 15,847.88
                             -------------
Net Proceeds to Company........$512,414.62

Total Net Proceeds to Company..$639,999.93       Total Compensation to Agent....$20,287.57


On the last day of the Pricing  Period,  the last reported  sales price
of the Stock on the NYSE was $29.250

Note:.S.E.C.  fees  were  not  used  in  arriving  at any of the  above
figures.


 ......THESE  SECURITIES  HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND  EXCHANGE  COMMISSION  OR  ANY  STATE  SECURITIES  COMMISSION  NOR  HAS  THE
SECURITIES AND EXCHANGE  COMMISSION OR ANY STATE  SECURITIES  COMMISSION  PASSED
UPON THE  ACCURACY OF THIS  PROSPECTUS  SUPPLEMENT.  ANY  REPRESENTATION  TO THE
CONTRARY IS A CRIMINAL OFFENSE.

        The date of this Prospectus Supplement is May 27, 1997.