================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2005 ----------- DYNEX CAPITAL, INC. (Exact name of registrant as specified in its charter) Virginia 1-9819 52-1549373 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 4551 Cox Road, Suite 300 Glen Allen, Virginia 23060 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (804) 217-5800 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ================================================================================ Item 2.02 Results of Operations and Financial Condition. ================================================================================ On May 11, 2005, the Registrant issued a press release reporting its financial results for the quarter ended March 31, 2005. A copy of the press release is being furnished as an exhibit to this report and is incorporated by reference into this Item 2.02 The foregoing information, including the information contained in the press release, is being furnished pursuant to this Item 2.02 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section or Sections 11 and 12(a)(2) of the Securities Act of 1933, as amended. In addition, this information shall not be deemed to be incorporated by reference into any of the Registrant's filings with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in any such filing. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. The following exhibit is being furnished pursuant to Item 2.02 above. Exhibit No. Description 99.1 Press Release dated May 11, 2005 SIGNATURE 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. DYNEX CAPITAL, INC. Date: May 12, 2005 By: /s/ Stephen J. Benedetti ---------------------------------------- Stephen J. Benedetti Executive Vice President and Chief Financial Officer Exhibit Index Exhibit No. Description 99.1 Press Release dated May 11, 2005