Exhibit 32.1

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


         In connection  with the Quarterly  Report of Dynex  Capital,  Inc. (the
"Company")  on Form 10-Q for the quarter ended June 30, 2004, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I, Stephen
J. Benedetti, the Principal Executive Officer and the Chief Financial Officer of
the Company, certify, pursuant to and for purposes of 18 U.S.C. Section 1350, as
adopted  pursuant to Section 906 of the  Sarbanes-Oxley  Act of 2002, that to my
knowledge:

         (1)  The Report fully complies with the requirements of
              Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
              and

         (2)  The information  contained in the Report fairly  presents,  in
              all material respects,  the financial condition and results of
              operations of the Company.




Dated:  August 16, 2004            By:    /s/ Stephen J. Benedetti
                                          --------------------------------------
                                          Stephen J. Benedetti,
                                          Principal Executive Officer
                                          Chief Financial Officer