FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * FELMAN LEON A   2. Issuer Name and Ticker or Trading Symbol DYNEX CAPITAL INC [DX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O DYNEX CAPITAL, INC., 4991 LAKE BROOK DRIVE, SUITE 100 3. Date of Earliest Transaction (Month/Day/Year) 10/15/2010 (Street) GLEN ALLEN, VA 23060 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 10/15/2010   J(1)   3,200 A $ 0 (1) 13,200 D   Common Stock 10/15/2010   J(1)   777 A $ 0 (1) 1,132 I By Leon A. Felman IRA Common Stock 10/15/2010   J(1)   10,848 A $ 0 (1) 42,237 I By Leon A. Felman IRA Rollover Common Stock 10/15/2010   J(1)   30,826 A $ 0 (1) 74,273 I By Homebaker Brand Profit Sharing Plan Common Stock 10/15/2010   J(1)   9,614 A $ 0 (1) 20,751 I By Leon A. Felman Keogh Profit Sharing Plan Common Stock 10/15/2010   J(1)   11,840 A $ 0 (1) 33,918 I By the Felman Family Trust dated 4/28/99 Common Stock 10/15/2010   J(1)   2,555 A $ 0 (1) 10,975 I By HLF Corporation Common Stock 10/15/2010   J(1)   626 A $ 0 (1) 904 I By Harriet Felman IRA Common Stock               15,000 I By the Leon A. Felman Family Trust dated 2000

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Underlying Securities (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series D Preferred Stock (2)	(1)	10/15/2010		J(1)			3,200	(1)	(1)	Common Stock	3,200	$ 0 (1)	0	D
Series D Preferred Stock (2)	(1)	10/15/2010		J(1)			777	(1)	(1)	Common Stock	777	$ 0 (1)	0	I	By Leon A. Felman IRA
Series D Preferred Stock (2)	(1)	10/15/2010		J(1)			10,848	(1)	(1)	Common Stock	10,848	$ 0 (1)	0	I	By Leon A. Felman IRA Rollover
Series D Preferred Stock (2)	(1)	10/15/2010		J(1)			30,826	(1)	(1)	Common Stock	30,826	$ 0 (1)	0	I	By Homebaker Brand Profit Sharing Plan
Series D Preferred Stock (2)	(1)	10/15/2010		J(1)			9,614	(1)	(1)	Common Stock	9,614	$ 0 (1)	0	I	By Leon A. Felman Keogh Profit Sharing Plan
Series D Preferred Stock (2)	(1)	10/15/2010		J(1)			11,840	(1)	(1)	Common Stock	11,840	$ 0 (1)	0	I	By the Felman Family Trust dated 4/28/99
Series D Preferred Stock (2)	(1)	10/15/2010		J(1)			2,555	(1)	(1)	Common Stock	2,555	$ 0 (1)	0	I	By HLF Corporation
Series D Preferred Stock (2)	(1)	10/15/2010		J(1)			626	(1)	(1)	Common Stock	626	$ 0 (1)	0	I	By Harriet Felman IRA

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FELMAN LEON A C/O DYNEX CAPITAL, INC. 4991 LAKE BROOK DRIVE, SUITE 100 GLEN ALLEN, VA 23060	X

Signatures

Alison G. Griffin, as attorney-in-fact for Leon A. Felman		10/19/2010
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On October 15, 2010, Dynex Capital, Inc. redeemed all of its Series D Preferred Stock in exchange for shares of its common stock at a one-for-one redemption ratio, in accordance with the terms of the Series D Preferred Stock. Before such redemption, the Series D Preferred Stock was convertible into common stock at any time on a one-for-one basis, with no expiration date.
(2)	The full name of the Series D Preferred Stock is "Series D 9.50% Cumulative Convertible Preferred Stock."

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