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
<TABLE>
<CAPTION>
<C> <C>
4,600 Average Market Price Shares
18,700 Additional Shares
-------
23,300 Total Shares Sold
</TABLE>
<TABLE>
<CAPTION>
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:
<C> <C> <C> <C> <C> <C>
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
</TABLE>
<TABLE>
<CAPTION>
High and Low Sales Prices at which Average Market Shares
were sold during pricing period:
<C> <C>
High: $29.000 Low: $28.375
</TABLE>
<TABLE>
<CAPTION>
Average Market Price Shares:
<S> <C> <C> <C>
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
</TABLE>
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.
