Form 4 Osborne Daniel K For: Sep 10 (10K)

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

Osborne Daniel K

(Last)

(First)

(Middle)

C/O DYNEX CAPITAL, INC., 4991 LAKE BROOK DRIVE, SUITE 100

(Street)

GLEN ALLEN

23060

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2009

4. If Amendment, Date of 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

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

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Series D Preferred Stock ⁽¹⁾

⁽²⁾

09/10/2009

500

⁽²⁾

Common Stock

500

$ 10.05

32,325

By Vantage Pointe Capital Partners LP

Series D Preferred Stock ⁽¹⁾

⁽²⁾

09/10/2009

221

⁽²⁾

Common Stock

221

$ 10.199

32,546

By Vantage Pointe Capital Partners LP

Series D Preferred Stock ⁽¹⁾

⁽²⁾

09/10/2009

100

⁽²⁾

Common Stock

100

$ 10.2

32,646

By Vantage Pointe Capital Partners LP

Series D Preferred Stock ⁽¹⁾

⁽²⁾

Common Stock

1,783

By Spouse's IRA

Explanation of Responses:

1. The full name of the Series D Preferred Stock is "Series D 9.50% Cumulative Convertible Preferred Stock."

2. The Series D Preferred Stock is convertible into common stock at any time on a one-for-one basis and has no expiration date.

	Stephen J. Benedetti, as attorney-in-fact for Daniel K. Osborne	09/14/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

SECTION 16

POWER OF ATTORNEY


I, Daniel K. Osborne, do hereby constitute and 
appoint Stephen J. Benedetti and Alison G. Griffin my 
true and lawful attorneys-in-fact, either of whom 
acting singly is hereby authorized, for me and in my 
name and on my behalf as a director, officer and/or 
shareholder of Dynex Capital, Inc., to (i) prepare, 
execute in my name and on my behalf, and submit to 
the U.S. Securities and Exchange Commission (the 
"SEC") a Form ID, including any necessary amendments 
thereto, and any other documents necessary or 
appropriate to obtain codes and passwords enabling me 
to make electronic filings with the SEC of reports 
required by Section 16(a) of the Securities Exchange 
Act of 1934 or any rule or regulation of the SEC in 
respect thereof; and (ii) prepare, execute and file 
any and all forms, instruments or documents, 
including any necessary amendments thereto, as such 
attorneys or attorney deems necessary or advisable to 
enable me to comply with Section 16 of the Securities 
Exchange Act of 1934 or any rule or regulation of the 
SEC in respect thereof  (collectively, "Section 16").


I do hereby ratify and confirm all acts my said 
attorney shall do or cause to be done by virtue 
hereof.  I acknowledge that the foregoing attorneys-
in-fact, serving in such capacity at my request, are 
not assuming, nor is Dynex Capital, Inc. assuming, 
any of my responsibilities to comply with Section 16.


This power of attorney shall remain in full 
force and effect until it is revoked by the 
undersigned in a signed writing delivered to each 
such attorney-in-fact or the undersigned is no longer 
required to comply with Section 16, whichever occurs 
first.

WITNESS the execution hereof this 11th day of 
September, 2009.


/s/ Daniel K. Osborne

Daniel K. Osborne

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