Sec Form 4 Filing - FELMAN LEON A @ DYNEX CAPITAL INC - 2010-10-15

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

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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1. Name and Address of Reporting Person FELMAN LEON A 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) (Last) (First) (Middle) C/O DYNEX CAPITAL, INC., 4991 LAKE BROOK DRIVE, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 10/15/2010 (Street) GLEN ALLEN, VA23060 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Common Stock 10/15/2010 J( 1 ) 3,200 A $ 0 ( 1 ) 13,200 D Common Stock 10/15/2010 J( 1 ) 777 A $ 0 ( 1 ) 1,132 I By Leon A. Felman IRA Common Stock 10/15/2010 J( 1 ) 10,848 A $ 0 ( 1 ) 42,237 I By Leon A. Felman IRA Rollover Common Stock 10/15/2010 J( 1 ) 30,826 A $ 0 ( 1 ) 74,273 I By Homebaker Brand Profit Sharing Plan Common Stock 10/15/2010 J( 1 ) 9,614 A $ 0 ( 1 ) 20,751 I By Leon A. Felman Keogh Profit Sharing Plan Common Stock 10/15/2010 J( 1 ) 11,840 A $ 0 ( 1 ) 33,918 I By the Felman Family Trust dated 4/28/99 Common Stock 10/15/2010 J( 1 ) 2,555 A $ 0 ( 1 ) 10,975 I By HLF Corporation Common Stock 10/15/2010 J( 1 ) 626 A $ 0 ( 1 ) 904 I By Harriet Felman IRA Common Stock 15,000 I By the Leon A. Felman Family Trust dated 2000

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series D Preferred Stock ( 2 ) ( 1 ) 10/15/2010 J( 1 ) 3,200 ( 1 ) ( 1 ) Common Stock 3,200 $ 0 ( 1 ) 0 D Series D Preferred Stock ( 2 ) ( 1 ) 10/15/2010 J( 1 ) 777 ( 1 ) ( 1 ) Common Stock 777 $ 0 ( 1 ) 0 I By Leon A. Felman IRA Series D Preferred Stock ( 2 ) ( 1 ) 10/15/2010 J( 1 ) 10,848 ( 1 ) ( 1 ) Common Stock 10,848 $ 0 ( 1 ) 0 I By Leon A. Felman IRA Rollover Series D Preferred Stock ( 2 ) ( 1 ) 10/15/2010 J( 1 ) 30,826 ( 1 ) ( 1 ) Common Stock 30,826 $ 0 ( 1 ) 0 I By Homebaker Brand Profit Sharing Plan Series D Preferred Stock ( 2 ) ( 1 ) 10/15/2010 J( 1 ) 9,614 ( 1 ) ( 1 ) Common Stock 9,614 $ 0 ( 1 ) 0 I By Leon A. Felman Keogh Profit Sharing Plan Series D Preferred Stock ( 2 ) ( 1 ) 10/15/2010 J( 1 ) 11,840 ( 1 ) ( 1 ) Common Stock 11,840 $ 0 ( 1 ) 0 I By the Felman Family Trust dated 4/28/99 Series D Preferred Stock ( 2 ) ( 1 ) 10/15/2010 J( 1 ) 2,555 ( 1 ) ( 1 ) Common Stock 2,555 $ 0 ( 1 ) 0 I By HLF Corporation Series D Preferred Stock ( 2 ) ( 1 ) 10/15/2010 J( 1 ) 626 ( 1 ) ( 1 ) Common Stock 626 $ 0 ( 1 ) 0 I By Harriet Felman IRA

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FELMAN LEON A C/O DYNEX CAPITAL, INC. 4991 LAKE BROOK DRIVE, SUITE 100 GLEN ALLEN, VA23060 X Signatures Alison G. Griffin, as attorney-in-fact for Leon A. Felman 10/19/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 15, 2010, Dynex Capital, Inc. redeemed all of its Series D Preferred Stock in exchange for shares of its common stock at a one-for-one redemption ratio, in accordance with the terms of the Series D Preferred Stock. Before such redemption, the Series D Preferred Stock was convertible into common stock at any time on a one-for-one basis, with no expiration date. ( 2 )The full name of the Series D Preferred Stock is "Series D 9.50% Cumulative Convertible Preferred Stock."

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