Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 *
AKIN THOMAS B
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
__X__ Officer (give title below) _____ Other (specify below)
CEO and Chairman of the Board
(Last)
(First)
(Middle)

2400 BRIDGEWAY # 200, SUITE 200
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2007
(Street)


SAUSALITO, CA 94965
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock 06/13/2006   P4 1,000 A $ 6.75 622,541 (4) D  
Common Stock 06/14/2006   P4 600 A $ 6.75 623,141 (4) D  
Common Stock 12/31/2007   P4 9,500 A $ 8.59 632,938 I By Talkot Fund
Common Stock             11,446 I By Hochster Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. 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 control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Series D Preferred Stock (1)   06/28/2006   P4 100   08/08/1988(2) 08/08/1988(2) Common Stock
100
$ 10.2 219,339 (5)
D
 
Series D Preferred Stock (1)   12/12/2007   S4   2,600 08/08/1988(2) 08/08/1988(2) Common Stock
2,600
$ 10.2038 216,739 (5)
D
 
Series D Preferred Stock (1) $ 0 (3) (6) 12/31/2007   J4 (6)   20,000 08/08/1988(2) 08/08/1988(2) Common Stock
20,000
$ 0 (6) 0 (6)
I
By Andrews Trust
Series D Preferred Stock (1) $ 0 (3) 03/06/2006   P4 2,500   08/08/1988(2) 08/08/1988(2) Common Stock
17,242
$ 10.244 17,242
I
By Hochster Trust
Series D Preferred Stock (1) $ 0 (3) 06/28/2006   P4 100   08/08/1988(2) 08/08/1988(2) Common Stock
17,342
$ 10.2 17,342
I
By Hochster Trust
Series D Preferred Stock (1)             08/08/1988(2) 08/08/1988(2) Common Stock
360,064
  360,064
I
By Talkot Fund

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
AKIN THOMAS B
2400 BRIDGEWAY # 200
SUITE 200
SAUSALITO, CA 94965
  X     CEO and Chairman of the Board  

Signatures

Thomas B. Akin 04/01/2008
**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) 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 immediately exercisable and has no expiration date.
(3) The conversion is on a one for one basis for the underlying security.
(4) The total holdings of common stock held directly by Mr. Akin is reduced by 31,632 shares which were inadvertently included in Mr. Akin's direct holdings. Mr. Akin does not have any beneficial interest or voting control, directly or indirectly, in these shares. In addition, the total was reduced was 11.446 shares held indirectly by the Hochster Trust, which were inadvertently included in Mr. Akin's total direct holdings. The holdings of the Hochster Trust are now being reported on a separate line item as indirect holdings of Mr. Akin.
(5) The total holdings of this security is reduced by 13,193 shares which were inadvertently included in Mr. Akin's direct holdings. These shares are owned Mr. Akin's father-in-law and Mr. Akin does not have any beneficial interest in or voting control over, directly or indirectly, in these shares. In addition, the total is also reduced by 7,342 shares which were inadvertently included in Mr. Akins's direct holdings, but are owned by the Hochster Trust. These shares are now included on a separate line item for indirect holdings.
(6) Mr. Akin no longer manages the Trust and has no beneficial interest in the shares.

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