UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20459

                                 SCHEDULE TO-I/A
                                SCHEDULE 13E-3/A

                             TENDER OFFER STATEMENT
                    UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                                (AMENDMENT NO. 6)

                               DYNEX CAPITAL, INC.
                       (NAME OF SUBJECT COMPANY (ISSUER))

                          DYNEX CAPITAL, INC. (OFFEROR)
                             (NAME OF FILING PERSON
            (IDENTIFYING STATUS AS OFFEROR, ISSUER OR OTHER PERSON))

               SERIES A PREFERRED STOCK, PAR VALUE $0.01 PER SHARE
               SERIES B PREFERRED STOCK, PAR VALUE $0.01 PER SHARE
               SERIES C PREFERRED STOCK, PAR VALUE $0.01 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)

                                  (26817Q 20 9)
                   (CUSIP NUMBER OF SERIES A PREFERRED STOCK)
                                  (26817Q 30 8)
                   (CUSIP NUMBER OF SERIES B PREFERRED STOCK)
                                  (26817Q 40 7)
                   (CUSIP NUMBER OF SERIES C PREFERRED STOCK)

                  STEPHEN J. BENEDETTI, CHIEF FINANCIAL OFFICER
                               DYNEX CAPITAL, INC.
                            4551 COX ROAD, SUITE 300
                           GLEN ALLEN, VIRGINIA 23060
                                 (804) 217-5800

           (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
          RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSON
                              FILING THE STATEMENT)

                                   COPIES TO:


                                                                                       
                JAMES WHEATON, ESQUIRE                                        SUSAN S. ANCARROW, ESQUIRE
                    TROUTMAN SANDERS LLP                                         TROUTMAN SANDERS LLP
              222 CENTRAL PARK AVE, SUITE 2000                                   1111 E. MAIN STREET
                  VIRGINIA BEACH, VA 23462                                        RICHMOND, VA 23218
                       (757) 687-7719                                               (804) 697-1861


                            CALCULATION OF FILING FEE


                                                                                       
                  TRANSACTION VALUATION*:                                      AMOUNT OF FILING FEE**:
                        $55,706,832                                                     $4,507



         *CALCULATED  SOLELY FOR THE  PURPOSE OF  DETERMINING  THE AMOUNT OF THE
FILING FEE. AS OF DECEMBER  31,  2003,  DYNEX  CAPITAL HAD  OUTSTANDING  493,595
SHARES OF SERIES A PREFERRED  STOCK,  688,189 SHARES OF SERIES B PREFERRED STOCK
AND 684,893 SHARES OF SERIES C PREFERRED  STOCK. THE CALCULATION IS BASED ON THE
ASSUMPTION THAT ALL  OUTSTANDING  SHARES OF SERIES A PREFERRED  STOCK,  SERIES B
PREFERRED  STOCK AND SERIES C PREFERRED  STOCK WILL BE ACQUIRED BY DYNEX CAPITAL
IN EITHER THE NOTE OFFER OR THE SERIES D CONVERSION, AND IS BASED ON THE AVERAGE
OF THE HIGH AND LOW SALES  PRICES OF EACH OF THE  SERIES OF  PREFERRED  STOCK ON
JANUARY 5, 2004, BEING $28.50 FOR SERIES A PREFERRED STOCK,  $26.37 FOR SERIES B
PREFERRED  STOCK AND $34.30 FOR SERIES C  PREFERRED  STOCK,  AS  REPORTED ON THE
NASDAQ NATIONAL MARKET. BASED ON THESE AVERAGES,  THE TOTAL TRANSACTION VALUE IS
EQUAL TO $55,706,832.  BECAUSE THIS IS A TRANSACTION  UNDER SECTION 13(E) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,  THE FEE IS CALCULATED ON THE BASIS
OF $80.90 PER MILLION.

**Previously paid.

[ ] Check  box if any  part  of the fee is  offset  as  provided  by Rule
    0-11(a)(2)  and identify the filing with which the  offsetting  fee was
    previously paid. Identify the previous filing by registration statement
    number or the form or schedule and the date of its filing.


                                                                         
Amount Previously Paid:  Not applicable                       Form or Registration No.: Not applicable
Filing Party:  Not applicable                                 Filed: Not applicable


[ ] Check the box if the filing  relates  solely to  preliminary  communications
    made before the commencement of a tender offer.

Check the  appropriate  boxes below to designate any  transactions  to which the
statement relates:

    [ ]  third-party tender offer subject to Rule14d-1.

    [x] issuer tender offer subject to Rule 13e-4.

    [x] going-private transaction subject to Rule 13e-3.

    [ ] amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]

INTRODUCTION

     This  Amendment  No. 6 to the combined  Issuer  Tender  Offer  Statement on
Schedule TO and Rule 13e-3  Transaction  Statement  (collectively  the "Schedule
TO/13E-3") relates to:

          (a) The offer (the "Note  Offer") by Dynex  Capital,  Inc.,  a
     Virginia  corporation  ("Dynex Capital") to exchange up to an aggregate
     of 345,579  shares of its Series A Preferred  Stock,  481,819 shares of
     its  Series B  Preferred  Stock,  and  479,512  shares of its  Series C
     Preferred  Stock (or, in each case, such lesser number of shares as are
     properly tendered and not properly  withdrawn),  for 9.50% Senior Notes
     due 2007 (the "Senior Notes"), each subject to the terms and conditions
     of the Offering  Circular (as amended from time to time,  the "Offering
     Circular").  Pursuant  to Rule  13e-4(f)(1)(ii),  the  total  number of
     shares  purchased in the Note Offer may be increased to 355,450  shares
     of Series A Preferred Stock, 495,582 shares of Series B Preferred Stock
     and 493,209 shares of Series C Preferred Stock.

          (b) A proposal to amend the Articles of Incorporation of Dynex
     Capital  to  convert  all of the  shares of Series A  Preferred  Stock,
     Series B Preferred  Stock and Series C Preferred  Stock after the Notes
     Offer  into  shares of a new  series of  Series D  Preferred  Stock and
     Common Stock (the "Series D conversion"), all as described in the Proxy
     Statement  incorporated  by reference  herein as Exhibit  (a)(2)(A) (as
     amended from time to time, the "Proxy Statement").  The Proxy Statement
     that describes the Series D conversion was filed by Dynex Capital under
     separate  cover  of  Schedule  14A  but  is an  integral  part  of  the
     transaction or series of transactions  to which this Schedule  TO/13E-3
     relates.

         The Note  Offer  commenced  on March 29,  2004 upon the  mailing of the
Offering Circular and related letter of transmittal to the holders of the Series
A Preferred Stock, Series B Preferred Stock, and Series C Preferred Stock.


ITEM 12.  EXHIBITS

EXHIBIT NUMBER          DESCRIPTION
--------------          -----------

**(a)(1)(A)             Offering Circular.

**(a)(1)(B)             Letter of Transmittal.

**(a)(1)(C)             Notice of Guaranteed Delivery.

**(a)(1)(D)             Letter  to  Brokers,   Dealers,   Commercial
                        Banks, Trust Companies and Other Nominees.

**(a)(1)(E)             Letter to  Clients  from  Brokers,  Dealers,
                        Commercial Banks,  Trust Companies and Other
                        Nominees.
**(a)(1)(F)             Guidelines  for  Certification  of  Taxpayer
                        Identification  Number  on  Substitute  Form
                        W-9.

(a)(1)(H)               Indenture  between Dynex and Wachovia  Bank,
                        as Trustee, with respect to the 9.50% Senior
                        Notes due 2007.  Incorporated  by  reference
                        from Dynex Capital's Form T-3 filed with the
                        Securities   and  Exchange   Commission   on
                        January 28, 2004.

(a)(1)(I)               Form  of  Senior   Note.   Incorporated   by
                        reference  from  Dynex  Capital's  Form  T-3
                        filed  with  the   Securities  and  Exchange
                        Commission on January 28, 2004.

(a)(2)(A)               Definitive Proxy Statement.  Incorporated by
                        reference  from  Dynex   Capital's   amended
                        Schedule 14A filed with the  Securities  and
                        Exchange Commission on March 29, 2004.

(a)(2)(B)(i)            Series  A   Preferred   Stock   Proxy  Card.
                        Incorporated   by   reference   from   Dynex
                        Capital's  amended  Schedule  14A filed with
                        the  Securities  and Exchange  Commission on
                        March 29, 2004.

(a)(2)(B)(ii)           Series  B   Preferred   Stock   Proxy  Card.
                        Incorporated   by   reference   from   Dynex
                        Capital's  amended  Schedule  14A filed with
                        the  Securities  and Exchange  Commission on
                        March 29, 2004.

(a)(2)(B)(iii)          Series  C   Preferred   Stock   Proxy  Card.
                        Incorporated   by   reference   from   Dynex
                        Capital's  amended  Schedule  14A filed with
                        the  Securities  and Exchange  Commission on
                        March 29, 2004.

(a)(3)                  Not applicable.

(a)(4)                  Not applicable.

**(a)(5)(i)             Press Release, dated March 29, 2004.

**(a)(5)(ii)            Press Release, dated April 15, 2004.

*(a)(5)(iii)            Press Release, dated April 30, 2004.

(b)                     Not applicable.

(c)                     Not applicable.

(d)                     Not applicable.

(e)                     Not applicable.

(f)                     Not applicable.

(g)                     Not applicable.

(h)                     Not applicable.

*        Filed herewith
**       Previously filed
***      To be filed by amendment



                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

                                        DYNEX CAPITAL, INC.


Dated: May 3, 2004                      By:    /s/ Stephen J. Benedetti
                                               ---------------------------------
                                               Stephen Benedetti
                                               Executive Vice President
                                               Chief Financial Officer

                                 EXHIBIT INDEX
                                 -------------

EXHIBIT NUMBER          DESCRIPTION
--------------          -----------

**(a)(1)(A)             Offering Circular.

**(a)(1)(B)             Letter of Transmittal.

**(a)(1)(C)             Notice of Guaranteed Delivery.

**(a)(1)(D)             Letter  to  Brokers,   Dealers,   Commercial
                        Banks, Trust Companies and Other Nominees.

**(a)(1)(E)             Letter to  Clients  from  Brokers,  Dealers,
                        Commercial Banks,  Trust Companies and Other
                        Nominees.
**(a)(1)(F)             Guidelines  for  Certification  of  Taxpayer
                        Identification  Number  on  Substitute  Form
                        W-9.

(a)(1)(H)               Indenture  between Dynex and Wachovia  Bank,
                        as Trustee, with respect to the 9.50% Senior
                        Notes due 2007.  Incorporated  by  reference
                        from Dynex Capital's Form T-3 filed with the
                        Securities   and  Exchange   Commission   on
                        January 28, 2004.

(a)(1)(I)               Form  of  Senior   Note.   Incorporated   by
                        reference  from  Dynex  Capital's  Form  T-3
                        filed  with  the   Securities  and  Exchange
                        Commission on January 28, 2004.

(a)(2)(A)               Definitive Proxy Statement.  Incorporated by
                        reference  from  Dynex   Capital's   amended
                        Schedule 14A filed with the  Securities  and
                        Exchange Commission on March 29, 2004.

(a)(2)(B)(i)            Series  A   Preferred   Stock   Proxy  Card.
                        Incorporated   by   reference   from   Dynex
                        Capital's  amended  Schedule  14A filed with
                        the  Securities  and Exchange  Commission on
                        March 29, 2004.

(a)(2)(B)(ii)           Series  B   Preferred   Stock   Proxy  Card.
                        Incorporated   by   reference   from   Dynex
                        Capital's  amended  Schedule  14A filed with
                        the  Securities  and Exchange  Commission on
                        March 29, 2004.

(a)(2)(B)(iii)          Series  C   Preferred   Stock   Proxy  Card.
                        Incorporated   by   reference   from   Dynex
                        Capital's  amended  Schedule  14A filed with
                        the  Securities  and Exchange  Commission on
                        March 29, 2004.

(a)(3)                  Not applicable.

(a)(4)                  Not applicable.

**(a)(5)(i)             Press Release, dated March 29, 2004.

**(a)(5)(ii)            Press Release, dated April 15, 2004.

*(a)(5)(iii)            Press Release, dated April 30, 2004.

(b)                     Not applicable.

(c)                     Not applicable.

(d)                     Not applicable.

(e)                     Not applicable.

(f)                     Not applicable.

(g)                     Not applicable.

(h)                     Not applicable.

*        Filed herewith
**       Previously filed
***      To be filed by amendment