PROSPECTUS SUPPLEMENT
(To Prospectus and Prospectus Supplement Dated March 6, 1997)
10,000 Shares
DYNEX 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. (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, 10,000 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>
0 Average Market Price Shares
10,000 Additional Shares
------
10,000 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)
06/02/97 06/03/97 06/04/97 06/05/97 06/06/97 for Pricing Period
-------- -------- -------- -------- -------- ------------------
$0.0000 $0.0000 $0.0000 $0.0000 $0.0000 $0.0000
</TABLE>
High and Low Sales Prices at which Average Market Shares
were sold during pricing period:
High: $0.0000 Low: $0.0000
<TABLE>
<CAPTION>
Average Market Price Shares:
- ---------------------------
<S> <C> <C> <C>
Gross Proceeds to Company.......$ 0.00 Gross Sales Proceeds.......$ 0.00
2.0% Discount...................$ 0.00 Compensation to Agent......$ 0.00
-------------- -------------
Net Proceeds to Company.........$ 0.00 Net Proceeds to Company....$ 0.00
Additional Shares Sold:
- ----------------------
Gross Proceeds to Company.......$ 140,000.00
Commission to PaineWebber.......$ 4,200.00
--------------
Net Proceeds to Company.........$ 135,800.00
Total Net Proceeds to Company...$ 135,800.00 Total Compensation to Agent....$ 4,200.00
</TABLE>
On the last day of the Pricing Period, the last reported sales price
of the Stock on the NYSE was $14.25
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 June 10, 1997.
