UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 12b-25



                        Commission File Number 001-09819

                           NOTIFICATION OF LATE FILING

(Check one):  [   ] Form 10-K  [   ]  Form 20-F  [   ]  Form 11-K  [X] Form 10-Q
              [   ] Form N-SAR [   ]  Form N-CSR

For Period Ended: June 30, 2005 

[  ]  Transition Report on Form 10-K
[  ]  Transition Report on Form 20-F
[  ]  Transition Report on Form 11-K
[  ]  Transition Report on Form 10-Q
[  ]  Transition Report on Form N-SAR

For the Transition Period Ended:  ----------------------------

Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information contained herein.

If the notification  relates to a portion of the filing checked above,  identify
the Item(s) to which the notification relates:

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                        PART I -- REGISTRANT INFORMATION


                               Dynex Capital, Inc.
                             Full Name of Registrant


                            Former Name if Applicable

                            4551 Cox Road, Suite 300
            Address of Principal Executive Office (Street and Number)

                           Glen Allen, Virginia 23060
                            City, State and Zip Code




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                       PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.)

[X] (a) The reason  described  in  reasonable  detail in Part III of
        this form could not be  eliminated  without  unreasonable  effort or
        expense;

[X] (b) The subject annual report,  semi-annual  report,  transition
        report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR,
        or  portion  thereof,  will be  filed  on or  before  the  fifteenth
        calendar  day  following  the  prescribed  due date;  or the subject
        quarterly  report or  transition  report on Form  10-Q,  or  portion
        thereof, will be filed on or before the fifth calendar day following
        the prescribed due date; and

[X] (c) The accountant's statement or other exhibit required by Rule
        12b-25(c) has been attached if applicable.



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                              PART III -- NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, N-SAR,  N-CSR
or the  transition  report or  portion  thereof,  could not be filed  within the
prescribed time period.

The  Company was unable to complete  its  Quarterly  Report on Form 10-Q for the
quarter  ended June 30, 2005 by the  prescribed  date,  because it was unable to
timely obtain some of the  information  necessary to complete the preparation of
the Company's financial  statements.  The Company is in the process of reviewing
its  filing and will file the Form 10-Q as soon as  possible  (and no later than
the 5th calendar day following the prescribed  due date).  The Company could not
eliminate  the foregoing  difficulty  without  unreasonable  effort and expense,
including hiring (if available)  additional  professional  staff on a short-term
basis.



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                          PART IV -- OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification.

         Stephen J. Benedetti              804                     217-5837
                (Name)                 (Area Code)            (Telephone Number)

(2)   Have all other periodic  reports required under Section 13 or 15(d) of the
      Securities  Exchange Act of 1934 or Section 30 of the  Investment  Company
      Act of 1940 during the preceding 12 months or for such shorter period that
      the registrant  was required to file such report(s) been filed?  If answer
      is no, identify report(s).
      Yes [ X ]      No [   ]

(3)   Is it  anticipated  that any  significant  change in results of operations
      from the  corresponding  period for the last fiscal year will be reflected
      by the earnings statements to be included in the subject report or portion
      thereof? Yes [ ] No [X]

      If so, attach an explanation of the anticipated  change,  both narratively
      and  quantitatively,   and,  if  appropriate,  state  the  reasons  why  a
      reasonable estimate of the results cannot be made.



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                               Dynex Capital, Inc.
                  (Name of Registrant as Specified in Charter)
             has caused this notification to be signed on its behalf
                  by the undersigned hereunto duly authorized.


Date: August 15, 2005                   By:  /s/ Stephen J. Benedetti
                                            ------------------------------------
                                            Stephen J. Benedetti
                                            Executive Vice President and
                                              Chief Financial Officer