UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: July 21, 1998
DYNEX CAPITAL, INC.
(Exact Name of Registrant as Specified in Charter)
Virginia 1-9819 52-1549373
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Identification No.)
Incorporation)
10900 Nuckols Road, 3rd Floor, Glen Allen, Virginia 23060
(Address of Principal Executive Offices) (Zip Code)
(804) 217-5800
(Registrant's telephone number, including area code)
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On July 21, 1998, the Audit Committee of Dynex Capital, Inc. (the
"Company") approved the appointment of the accounting firm of Deloitte & Touche
LLP as the independent accountants for the year ending December 31, 1998 to
replace KPMG Peat Marwick LLP ("KPMG"), who were dismissed as the independent
accountants effective with such appointment.
The reports of KPMG on the Company's consolidated financial statements for
each of the two years ended December 31, 1997 did not contain an adverse opinion
or a disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
The Company's Audit Committee participated in and approved the decision to
change independent accountants.
In connection with the audits of the Company's consolidated financial
statements for the two years ended December 31, 1997 and through July 21, 1998,
there have been no disagreements between the Company and KPMG on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of KPMG, would
have caused them to make reference thereto in their report on the financial
statements for such years.
There were no reportable events (as defined in Regulation S-K Item 304 (a)
(1) (v)) during the two years ended December 31, 1997 and through July 21, 1998.
The Company has requested that KPMG furnish a letter addressed to
the Securities and Exchange Commission stating whether or not KPMG agrees with
the above statements. A copy of such letter will be filed at a later date
as an amendment to this Form 8-K.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: July 21, 1998 DYNEX CAPITAL, INC.
By:/s/ Lynn K. Geurin
Lynn K. Geurin
Executive Vice President and
Chief Financial Officer
