================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 ------------ FORM 8-A ------------ FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 DYNEX CAPITAL, INC. (Exact Name of Registrant as Specified in Charter) 1-9819 (Commission File Number) Virginia 52-1549373 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 4551 Cox Road, Suite 300, Glen Allen, Virginia 23060 (Address of principal executive offices) (Zip Code) (804) 217-5800 (Registrant's telephone number, including area code) Securities to be registered pursuant to Section 12(b) of the Act: Name of each exchange on which Title of each class to be so registered each class is to be registered Series D 9.50% Cumulative Convertible Preferred Stock New York Stock Exchange If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X] If this form relates to the registration of a class securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ] Securities Act registration statement file number to which this form relates: ____________________________ (If applicable) Securities to be registered pursuant to Section 12(g) of the Act: _______________________________________ (Title of class) ================================================================================ INFORMATION REQUIRED IN REGISTRATION STATEMENT Item 1. Description of Registrant's Securities to be Registered. This Registration Statement relates to the Series D 9.50% Cumulative Convertible Preferred Stock (the "Series D Preferred Stock"). A description of the Series D Preferred Stock is contained in Appendix A to the Registrant's Schedule 14A (File No. 001-9819) filed with the Securities and Exchange Commission on March 29, 2004 and is incorporated herein by reference. Item 2. Exhibits. Exhibit Number Description 20 Schedule 14A (No. 001-9819), filed with the Securities and Exchange Commission on March 29, 2004 is incorporated herein by reference. SIGNATURE Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned hereunto duly authorized. DYNEX CAPITAL, INC. Date: April 15, 2004 By: /s/ Stephen J. Benedetti ------------------------------------ Stephen J. Benedetti Executive Vice President and Chief Financial Officer