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                                                                    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  annual  report  on Form  10-K of Dynex
         Securities Corporation;

     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 and procedures to be designed under
              my supervision,  to ensure that material  information relating
              to the registrant, including its consolidated subsidiaries, is
              made known to us 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  over  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.




Date: May 25, 2004                    /s/ Stephen J. Benedetti
                                      ------------------------------------------
                                      Stephen J. Benedetti
                                      Principal Executive Officer and
                                      Principal Financial Officer
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