UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSSION
                              WASHINGTON, DC 20549


                                   FORM 12b-25


                                                   Commission File Number 1-9819

                           NOTIFICATION OF LATE FILING

                                  (Check One):

     |_| Form  10-K |_| Form  11-K |_| Form  20-F |X|  Form 10-Q |_| Form N-SAR

     For the Period Ended:          March 31, 2004

|_|      Transition Report on Form 10-K
|_|      Transition Report on Form 20-F
|_|      Transition Report on Form 11-K
|_|      Transition Report on Form 10-Q
|_|      Transition Report on Form N-SAR


     For the Transition Period Ended:

________________________________________________________________________________

     Nothing in this form shall be  construed to imply that the  Commission  has
verified any information contained herein.

     If the  notification  relates  to a portion of the  filing  checked  above,
identify the item(s) to which the notification relates:

________________________________________________________________________________

                         PART I - REGISTRANT INFORMATION

                          DYNEX SECURITIES CORPORATION
                            (Full name of registrant)


                            4551 Cox Road, Suite 300
                         Glen Allen, Virginia 23060-6740
                     (Address of principal executive office)
________________________________________________________________________________

                        PART II - RULE 12b-25 (b) AND (c)

     If subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate.) |X|

(a)           The reasons  described  in  reasonable  detail in Part III of this
              form  could  not be  eliminated  without  unreasonable  effort  or
              expense.

(b)           The subject annual report,  semi-annual report,  transition report
              on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be
              filed on or before the 15th calendar day following the  prescribed
              due date; or subject quarterly report or transition report on Form
              10-K,  or  portion  thereof  will be filed on or before  the fifth
              calendar day following the prescribed due date.

(c)           The  accountant's  statement  or other  exhibit  required  by Rule
              12b-25 (c) has been attached if applicable.

________________________________________________________________________________

                              PART III - NARRATIVE

     State below in  reasonable  detail the reasons why Form 10-K,  11-K,  20-F,
10-Q,  N-SAR or the transition  report portion thereof could not be filed within
the prescribed time period.

     Dynex  Securities  Corporation  ("Company") is  experiencing  difficulty in
finalizing  certain required  disclosures in order to complete the filing of its
Form 10-Q for the quarter ended March 31, 2004 by the prescribed due date. It is
anticipated  that such  information will be produced and that the Form 10-Q will
be filed as soon as possible (and no later than the fifth calendar day following
the prescribed due date).  The foregoing  difficulty  could not be eliminated by
the Registrant  without  unreasonable  effort and expense,  including hiring (if
available) additional professional staff on a short-term basis.


________________________________________________________________________________

                           PART IV - OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification

Stephen J. Benedetti             804                         217-5837
    (Name)                   (Area Code)                (Telephone Number)

(2)           Have all other periodic reports required under Section 13 or 15(d)
              of the  Securities  Exchange  Act of  1934  or  section  30 of the
              Investment  Company Act of 1940 during the  preceding 12 months or
              for such shorter  period that the  registrant was required to file
              such  report(s)  been  filed?   If  the  answer  is  no,  identify
              report(s).

              [ X ]  Yes            [   ]  No

(3)           Is it  anticipated  that any  significant  change  in  results  of
              operations from the corresponding  period for the last fiscal year
              will be reflected by the earnings statements to be included in the
              subject report or portion thereof?

              [  ]  Yes             [X]  No

Dynex  Securities  Corporation has caused this  notification to be signed on its
behalf by the undersigned thereunto duly authorized.

                                     DYNEX SECURITIES CORPORATION



                                     /s/ Stephen J. Benedetti
                                     -------------------------------------------
Date:  May 17, 2004                  Stephen J. Benedetti
                                     President, Treasurer