SECURITIES AND EXCHANGE COMMISSSION
                              WASHINGTON, DC 20549


                                 FORM 12b-25



                          Commission File Number 1-9819

                              NOTICE OF LATE FILING

                                  (Check One):

     [ X ] Form 10-K [ ] Form 11-K [ ] Form 20-F [ ] Form 10-Q [ ] Form N-SAR

     For the Period Ended:                          December 31, 2000

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

     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)


                            4551 Cox Road, 3rd Floor
                           Glen Allen, Virginia 23060
                     (Address of principal executive office)


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

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

(a)           The reasons  described  in  reasonable  detail in Part III of this
              form  could  not be  eliminated  without  unreasonable  effort  or
              expense.
                                                           [ X ]Yes     [   ] No

(b)           The subject annual report,  semi-annual report,  transition report
              on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be
              filed on or before the 15th calendar day following the  prescribed
              due date; or 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.

                                                            [ X ] Yes   [   ] No

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

                                                            [   ] Yes   [ X ] No


                              PART III - NARRATIVE

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

     Dynex Capital, Inc. ("Company") is unable to file its annual report on Form
10-K  for  the  year  ended  December  31,  2000  in  a  timely  manner  without
unreasonable  effort or expense.  In September  2000,  the Financial  Accounting
Standards  Board issued  Statement of Financial  Accounting  Standards  No. 140,
"Accounting for Transfers and Servicing of Financial  Assets and  Extinguishment
of Liabilities" ("FAS No. 140"). FAS No. 140 replaces the Statement of Financial
Accounting  Standards  No. 125  "Accounting  for the  Transfers and Servicing of
Financial Assets and Extinguishment of Liabilities" ("FAS No. 125"). FAS No. 140
revises the standards for accounting for  securitization  and other transfers of
financial assets and collateral and requires certain disclosure,  but it carries
over most of FAS No. 125 provisions without reconsideration. Each of FAS No. 125
and FAS No. 140 set forth standards  related to gain-on-sale  accounting.  While
the  Company  has not  accounted  for  its  securitizations  using  gain-on-sale
accounting,  FAS No. 140 may impose certain additional disclosure  requirements
for the Company  related to its  securitized  investment  portfolio.  The
Company is currently in the process of evaluating the additional  information
requirements of FAS No. 140 along with its independent auditors, Deloitte &
Touche, LLP. Such additional  quantitative  disclosure  will  be  included  in
Footnote  4 to the Company's  consolidated  financial  statements to the extent
that the Company is required to make such disclosure.


                          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  the  answer  is  no,  identify
        report(s).

                                                 [ X ]  Yes            [   ]  No

(3)     Is it  anticipated  that any  significant  change  in  results  of
        operation 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?

                                                 [ X ]  Yes            [   ]  No

        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.

        In a press release  issued April 2, 2001,  the Company  reported a
        net loss of $91.9  million for the year ended  December  31, 2000,
        versus a net loss of $75.1 million for the year ended December 31,
        1999.  The  Company  reported  that the loss for 2000  contained a
        number  of  non-recurring   items,  and  that  its  primary  focus
        throughout  2000 was the sale or  resolution of assets to pay down
        associated debt, letters of credit or similar obligations.  During
        2000,  the  Company  reported  that it  reduced  on-balance  sheet
        recourse   borrowings  by  $403  million  and  was  released  from
        approximately $180 million of letters of credit  obligations.  The
        Company also reported that it had incurred non-recurring losses of
        $67.5  million  related  to the sale or  resolution  of  assets to
        reduce its  recourse  obligations  and  charges  of $11.0  million
        relating to the divesting of the Company's remaining investment in
        auto loans.  The Company  reported that net interest margin on the
        Company's  investment  portfolio  was  negatively  impacted by the
        almost 20%  decline  in  interest  earning  assets,  increases  in
        short-term  interest  rates,  as well as a  higher  provision  for
        credit losses.  The higher credit losses were primarily due to the
        deteriorating market conditions in the manufactured housing market
        during the fourth quarter,  which negatively impacted the recovery
        rate  on  the  sale  of  repossessed  manufactured  housing  units
        relating to the Company's portfolio of manufactured housing loans.


     Dynex Capital, Inc. has caused this notification to be signed on its behalf
by the undersigned thereunto duly authorized.

                               DYNEX CAPITAL, INC.



                                 /s/ Thomas H. Potts
                               -----------------------------------
Date:    April 3, 2001         By:      Thomas H. Potts
                                        President