REQUEST FOR WAIVER

                               DYNEX CAPITAL, INC.
                Dividend Reinvestment and Stock Purchase Plan


TO:   Treasurer
      Dynex Capital, Inc.
      10900 Nuckols Road - Third Floor
      Glen Allen, Virginia  23060

Telephone:..(804) 217-5800           Date:  .....
                                            -----------------
Fax Number:.(804) 217-5860

This form is to be used by  Participants  in the Dynex  Capital,  Inc.  Dividend
Reinvestment   and  Stock   Purchase  Plan  (the  "Plan")  who  are   requesting
authorization  from Dynex  Capital,  Inc. (the  "Company") to make optional cash
deposits under the Plan in excess of the $20,000 monthly maximum limit.

A new form must be completed each month the Participant  wishes to make optional
cash deposits in excess of the $20,000 monthly maximum limit. This form will not
be accepted by the Company unless it is completed in its entirety.

The Participant  submitting this form hereby  certifies that (i) the information
contained  herein  is true and  correct  as of the date of this  form;  (ii) the
Participant has received a current copy of the Prospectus  relating to the Plan;
(iii) the  undersigned  participant  has the power and authority to execute this
Request for Waiver; and (iv) the Participant shall submit a copy of this Request
for Waiver  (approved by the Company) to First Union  National  Bank at the same
time an  Authorization  Form and/or Broker and Nominee Form, if applicable,  and
the optional cash deposits are submitted by the participant.

The Participant  submitting this form represents that he or she has no intent to
manipulate or otherwise  cause the stock price of the Company's  Common Stock to
decline during the Pricing Period.

The Participant  acknowledges  that for the September 30, 1997 Investment  Date,
the  Pricing  Period  will  consist  of the  nine  Trading  Days  prior  to such
Investment Date. The Participant also  acknowledges  that optional cash deposits
in excess of $20,000 for the  September  30, 1997  Investment  Date shall not be
made until such time that the Registration Statement on Form S-3 filed September
16, 1997 with the Securities and Exchange  Commission  ("SEC") shall be accepted
by the SEC and declared effective.

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Participant Information


- ------------------------                  ------------------------
Participant's Signature                   Social Security/Tax
                                          Identification Number(s)

- ------------------------                  ------------------------
Name as it appears on share                Address
certificate

- -----------------------------             ------------------------
Participant's Signature   Date            City..      State       Zip

- -----------------------------
Name as it appears on share                Tel:------------------------
certificate                                Fax:..------------------------

Optional Cash Investment                   Manner of Payment
      ......                               Wire transfer -------- Other(1)------
- ------------------------------

                                    
(1)Payment by other than wire transfer requires approval of the Company.
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Accepted by Dynex Capital, Inc.

- ------------------------                   ------------------------
Name:                                      Date


                                           Applicable Waiver Discount:

Approved Amount:----------                 Threshold Price:-------------