Exhibit 31.1
                                  CERTIFICATION
                          PURSUANT TO 17 CFR 240.13a-14
                                PROMULGATED UNDER
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Stephen J. Benedetti, certify that:

     1.  I have  reviewed  this  quarterly  report  on Form  10-Q of  Dynex
         Capital, Inc.;

     2.  Based on my  knowledge,  this  report  does not contain any untrue
         statement  of a  material  fact or omit to state a  material  fact
         necessary  to  make  the   statements   made,   in  light  of  the
         circumstances   under  which  such   statements   were  made,  not
         misleading with respect to the period covered by this report;

     3.  Based  on  my  knowledge,  the  financial  statements,  and  other
         financial  information included in this report,  fairly present in
         all  material  respects  the  financial   condition,   results  of
         operations  and cash flows of the  registrant  as of, and for, the
         periods presented in this report;

     4.  I am  responsible  for  establishing  and  maintaining  disclosure
         controls  and   procedures  (as  defined  in  Exchange  Act  Rules
         13a-15(e) and 15d-15(e)) for the registrant and have:

         (a)  designed such disclosure  controls and procedures,  or caused
              such disclosure controls to be designed under my supervision,
              to  ensure  that   material   information   relating  to  the
              registrant,  including its consolidated subsidiaries, is made
              known to me by others  within  those  entities,  particularly
              during the period in which this report is being prepared;

         (b)  evaluated the  effectiveness of the  registrant's  disclosure
              controls  and  procedures  and  presented  in this  report my
              conclusions   about  the   effectiveness  of  the  disclosure
              controls and  procedures as of the end of the period  covered
              by this report based on such evaluation; and

         (c)  disclosed  in this  report  any  change  in the  registrant's
              internal  control  over  financial  reporting  that  occurred
              during the  registrant's  most  recent  fiscal  quarter  (the
              registrant's  fourth fiscal  quarter in the case of an annual
              report) that has materially affected, or is reasonably likely
              to materially  affect,  the registrant's  internal control of
              financial reporting; and,

     5.  I have disclosed,  based on my most recent  evaluation of internal
         control over financial reporting, to the registrant's auditors and
         the audit  committee of the  registrant's  board of directors  (or
         persons performing the equivalent functions):

         (a)  all significant  deficiencies and material  weaknesses in the
              design  or  operation  of  internal  control  over  financial
              reporting which are reasonably likely to adversely affect the
              registrant's ability to record, process, summarize and report
              financial information; and

         (b)  any fraud, whether or not material,  that involves management
              or  other  employees  who  have  a  significant  role  in the
              registrant's internal control over financial reporting.




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