PREM14C: Preliminary information statements relating to merger or acquisition

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a)
of the Securities Exchange Act of 1934

Filed by the Registrant [ X ]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential,for use of the Commission Only(as permitted by Rule 14a(e)(12))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material under Rule14a-12

Dynex Capital, Inc.
(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[ X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11(set forth the amount in which the filing fee
is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing. 1) Amount Previously Paid:

2) Form, Schedule or Registration Statement No.:

3) Filing Party:

4) Date Filed:





PRESS RELEASE


FOR IMMEDIATE RELEASE CONTACT: Kathy Fern
December 28, 2000 804-217-5800


DYNEX CAPITAL, INC.
ANNOUNCES CALIFORNIA INVESTMENT FUND
EXECUTES LETTER


Dynex Capital, Inc. (NYSE: DX) announced today that California Investment
Fund, LLC ("CIF") has executed the letter sent by the Company dated December 22,
2000. As previously reported, the Company declared that CIF was in breach of its
obligation to provide certain evidence of financing in accordance with the terms
of the merger agreement entered into between the parties on November 7, 2000 and
sent a letter to CIF to that effect on December 22nd. Under the terms of the
countersigned December 22nd letter, CIF has now agreed to deliver to the Company
on or before January 25, 2001 "written binding commitment(s)" or "definitive
agreements" from one or more third parties sufficient to provide CIF with the
financing necessary to consummate the transaction, as well as the written
consent to the merger transaction, including the financing, by a sufficient
number of the holders of the Company's senior unsecured notes due July 2002.
Pursuant to the December 22nd letter agreement, if CIF does not satisfy either
of these additional obligations, the Company has reserved its right to terminate
the merger agreement for the declared breach and/or for any breach of the
additional obligations. Although CIF sent a letter to the Company dated December
26, 2000 indicating that it does not agree with the Company's declaration of a
breach under the merger agreement, CIF nevertheless executed the December 22nd
letter.

The Company also announced that, at CIF's request, the parties agreed that
the revised date for the filing of the preliminary proxy materials with the
Securities and Exchange Commission would be January 29, 2001. Shareholders are
urged to read the proxy statement when it becomes available, and any other
relevant documents filed with the SEC, because such documents will contain
important information regarding the merger transaction.

The merger is subject to financing, shareholder approval and other
customary conditions and there can be no assurance at this time that the
requirements or conditions set forth in the merger agreement will be satisfied
and the merger completed.

Dynex Capital, Inc. is a financial services company that elects to be
treated as a real estate investment trust (REIT) for federal income tax
purposes. Note: This document contains "forward-looking statements"(within the
meaning of the Private Securities Litigation Act of 1995) that inherently
involve risks and uncertainties. The Company's actual results could differ
materially from those anticipated in these forward-looking statements as a
result of unforeseen external factors. As discussed in the Company's filings
with the SEC, these factors may include, but are not limited to, changes in
general economic conditions, disruptions in the capital markets, fluctuations in
interest rates, increases in costs and other general competitive factors.
# # #

WHERE YOU CAN FIND ADDITIONAL INFORMATION

Investors and security holders of Dynex are advised to read the proxy
statement regarding the proposed merger when it becomes available because it
will contain important information about the transaction. The proxy statement
will be filed with the Securities and Exchange Commission by Dynex and security
holders of Dynex may obtain a free copy of the proxy statement when it is
available and other documents filed by Dynex with the Securities and Exchange
Commission at the Securities and Exchange Commission's website at www.sec.gov.
The proxy statement and these other documents may also be obtained for free from
Dynex's Corporate Secretary located at 4551 Cox Road, Suite 300, Glen Allen,
Virginia, 23060 or by telephone at (804) 217-5800.

Dynex and its executive officers and directors may be deemed to be
participants in the solicitation of proxies from stockholders of Dynex with
respect to the transactions contemplated by the merger agreement. Information
regarding such officers and directors is included in Dynex's Proxy Statement for
its Special Meeting of Preferred Stockholders filed with the Securities and
Exchange Commission on October 31, 2000. This document is available at the
Securities and Exchange Commission's website at http://www.sec.gov and from
Dynex.