UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                    FORM 10-K
(Mark One)
                   |X| ANNUAL REPORT PURSUANT TO SECTION 13 OR
                  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
                   For the fiscal year ended December 31, 2003
                                       OR
     |_|  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
          EXCHANGE ACT OF 1934

                          DYNEX SECURITIES CORPORATION

             (Exact name of registrant as specified in its charter)

                                     0-20552
                            (Commission File Number)

                      Virginia                                   52-1785164
           (State or other jurisdiction of                    (I.R.S. Employer
           incorporation or organization)                    Identification No.)

   4551 Cox Road, Suite 300, Glen Allen, Virginia                23060-6740
      (Address of principal executive offices)                   (Zip Code)

                                 (804) 217-5800
              (Registrant's telephone number, including area code)

        Securities registered pursuant to Section 12(b) of the Act: NONE

        Securities registered pursuant to Section 12(g) of the Act: NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.
Yes __   No X
           --

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

Aggregate market value of voting stock held by non-affiliates of the registrant
as of June 30, 2003:  NONE

As of February 28, 2004, there were 1,000 shares of Dynex Securities Corporation
common stock outstanding.

The registrant meets the conditions set forth in General Instruction I(1)(a) and
(b) of Form  10-K  and,  therefore,  is  furnishing  the  abbreviated  narrative
disclosure specified in Paragraph (2) of General Instruction I.




<PAGE>


                                                      2

                          DYNEX SECURITIES CORPORATION
                          2003 FORM 10-K ANNUAL REPORT

                                TABLE OF CONTENTS




<TABLE>
<CAPTION>
                                                                                                      Page
PART I.

<S>                     <C>                                                                            <C>
         Item 1.    Business........................................................................... 1
         Item 2.    Properties......................................................................... 1
         Item 3.    Legal Proceedings.................................................................. 1
         Item 4.    Submission of Matters to a Vote of Security Holders................................ 2


PART II.

         Item 5.    Market for Registrant's Common Equity and Related Stockholder Matters.............. 2
         Item 6.    Selected Financial Data............................................................ 2
         Item 7.    Management's Discussion and Analysis of Financial Condition and
                    Results of Operations.............................................................. 2
         Item 7A.   Quantitative and Qualitative Disclosures about Market Risk......................... 4
         Item 8.    Financial Statements and Supplementary Data........................................ 4
         Item 9.    Changes In and Disagreements with Accountants on Accounting and
                    Financial Disclosure............................................................... 11
         Item 9A.   Controls and Procedures............................................................ 11


PART III.

         Item 10.   Directors and Executive Officers of the Registrant................................. 12
         Item 11.   Executive Compensation............................................................. 12
         Item 12.   Security Ownership of Certain Beneficial Owners and Management..................... 12
         Item 13.   Certain Relationships and Related Transactions..................................... 12
         Item 14.   Principal Accountant Fees and Services............................................. 12


PART IV.
         Item 15.   Exhibits, Financial Statement Schedules and Reports on Form 8-K.................... 12

SIGNATURES          ................................................................................... 17
</TABLE>


                                      (i)
<PAGE>



                                     PART I


Item 1.  Business

         Dynex  Securities  Corporation  (the  "Company"),  was  incorporated in
Virginia on July 8, 1992 as a wholly-owned, limited-purpose financing subsidiary
of SMFC Funding  Corporation,  a Virginia  corporation  ("SMFC").  On January 1,
1997, SMFC dividended all of the outstanding  stock of the Company,  represented
by 1,000 shares of common stock, to Dynex Holding,  Inc.  ("DHI"),  an affiliate
company.  On  November  1,  2000,  DHI  sold all of the  capital  stock to Dynex
Capital, Inc., an affiliate of DHI.

         The Company was organized to facilitate the  securitization of mortgage
loans  through the issuance and sale of  non-recourse  securitization  financing
("Bonds") and certificates of participation ("Mortgage  Securities").  The Bonds
will be issued  pursuant to an  indenture or  indentures  and will be secured by
securities  backed  by one or more of the  following:  mortgage  loans,  Federal
National Mortgage Association Mortgage-Backed Certificates,  insurance policies,
and various accounts and funds (collectively,  the "Collateral"). The Collateral
for a series of Bonds will be pledged to a trustee. The Mortgage Securities will
represent a  percentage  interest in a pool of  Collateral  purchased by a trust
established by the Company.

         After payment of the expenses of an offering and certain administrative
expenses, the net proceeds from an offering of Bonds or Mortgage Securities will
be used to purchase  Collateral  from Dynex  Capital,  Inc., the Company (in the
case of Mortgage Securities issued by a trust) or various third parties.

         After  the  issuance  of a series of Bonds,  the  Company  may sell the
Collateral securing that series of Bonds, subject to the lien of the Bonds.

         From the date of its  inception to December  31, 2003,  the Company has
issued 30 series of Mortgage  Securities on behalf of SMFC totaling $6.7 billion
and has not issued any series of Bonds.  The Company has not issued any Mortgage
Securities since 2000.

         The  Mortgage  Securities  and Bonds  and the  related  Collateral  are
excluded  from the  financial  statements  of the Company  since the issuance of
these Mortgage  Securities and Bonds has been accounted for by SMFC as a sale of
the associated  Collateral in accordance  with accounting  principles  generally
accepted  in the  United  States  of  America  ("generally  accepted  accounting
principles").

         At  December  31,  2003,  the Company  had $1.4  billion of  securities
remaining for issuance under a registration  statement filed with the Securities
and  Exchange  Commission  in October  1994.  Securities  sold  through  private
placements  by the  Company do not reduce the amount  available  under the shelf
registration statements.

         Substantially  all classes of Mortgage  Securities  issued,  except for
those sold in a private placement, have been rated in the two highest categories
(i.e.  AA or  AAA)  by one or  more  nationally  recognized  statistical  rating
agencies.  The Company may issue additional Mortgage Securities and Bonds in the
future.

         The Company competes in a national market with other private  conduits,
thrift institutions,  and financial firms. Economic conditions,  interest rates,
regulatory  changes and market  dynamics all influence  the mortgage  securities
market.


Item 2.  Properties

         The Company, as a subsidiary  organized by  Dynex Capital, Inc., has no
         physical properties.


Item 3.  Legal Proceedings

         None.


                                       1
<PAGE>

Item 4.  Submission of Matters to a Vote of Security Holders

         Information  in  response  to this Item is omitted  pursuant to General
Instruction I, Paragraph 2.


                                     PART II


Item 5.  Market for the Registrant's Common Equity and Related Stockholder
         Matters

     All of the Company's  outstanding  common stock is owned by Dynex  Capital,
Inc.  Accordingly,  there is no market  for its  common  stock.  As the  Company
recognized gains on sales of securities,  the Company immediately dividended the
amounts to its parent. The toal amount for the year-ended  December 31, 2003 was
$2,482.

Item 6.  Selected Financial Data

         Information  in response to this Item is omitted  pursuant to General
         Instruction  I,  Paragraph  2. (See Item 7)


Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         Since inception,  the Company has used its shelf  registration to issue
Mortgage  Securities on behalf of SMFC. The Mortgage  Securities and the related
mortgage  collateral  are excluded from the financial  statements of the Company
since the issuance of these Mortgage  Securities has been accounted for as sales
of the associated  collateral in accordance with generally  accepted  accounting
principles.  All fees and  related  expenses in  connection  with  issuance  and
administrative  services related to the Mortgage  Securities are recorded in the
financial statements of SMFC.

         During 2003, several  securities,  for which the Company owned the call
rights,  were called by the Company  for the  benefit of the  Company's  parent,
Dynex   Capital,   Inc.  The  security   structure  of  these   securities   was
instantaneously  collapsed and the loans were sold at a gain.  Subsequent to the
issuance of its financial statements for the quarters ended March 31, 2003, June
30, 2003 and September 30, 2003, the management of the Company  determined  that
securities  which were called  pursuant to call rights  owned by the Company and
sold at a gain represented net income to the Company which should be reported in
the Company's financial statements.

         Although  the  Company  owned the call rights to these  securities  and
called them and collapsed the security structure,  this was done for the benefit
of the Company's  parent  company,  Dynex  Capital,  Inc. and management did not
believe that the  transaction  required  disclosure in the  Company's  financial
statements. As a result, the following unaudited quarterly financial information
has been restated from the amounts previously reported.


                                       2
<PAGE>



                          Statements of Operations Data
 (amounts in thousands)
<TABLE>
<CAPTION>
---------------------------------- -------------------------------------- --- -------------------------------------
                                            Three Months Ended                         Nine Months Ended
                                            September 30, 2003                         September 30, 2003
                                   --------------------------------------     -------------------------------------
                                   (As Previously                            (As Previously
                                      Reported)           (As Restated)         Reported)            (As Restated)
                                   -----------------    -----------------     ----------------     ----------------
<S>                                      <C>                  <C>                   <C>                   <C>
Gain on sale of investments          $        -           $      937            $         -           $    2,482
                                   -----------------    -----------------     ----------------     ----------------
Net income                           $        -           $      937            $         -          $     2,482
                                   =================    =================     ================     ================

---------------------------------- ----------------- -- ----------------- --- ---------------- --- ----------------
</TABLE>

<TABLE>
<CAPTION>

-------------------------------- -------------------------------------- -- --------------------------------------
                                          Three Months Ended                         Six Months Ended
                                             June 30, 2003                             June 30, 2003
                                 --------------------------------------    --------------------------------------
                                 (As Previously                            (As Previously
                                    Reported)          (As Restated)           Reported)          (As Restated)
-------------------------------- ----------------- -- ----------------- -- ----------------- -- -----------------
<S>                                    <C>                  <C>                  <C>                  <C>
Gain on sale of investments        $        -           $    1,158           $        -           $    1,545
                                 -----------------    -----------------    -----------------    -----------------
Net income                         $        -           $    1,158           $        -           $    1,545
                                 =================    =================    =================    =================

-------------------------------- ----------------- -- ----------------- -- ----------------- -- -----------------
</TABLE>

<TABLE>
<CAPTION>
-------------------------------- --------------------------------------------------------------------------------
                                                        Three Months Ended March 31, 2003
                                 --------------------------------------------------------------------------------
                                          (As Previously Reported)                       (As Restated)
-------------------------------- -------------------------------------- -- --------------------------------------
<S>                                                 <C>                                          <C>
Gain on sale of investments                $          -                                 $       387
Net income                                 $          -                                 $       387

-------------------------------- -------------------------------------- -- --------------------------------------
</TABLE>


                Summary of Selected Quarterly Results (unaudited)
(amounts in thousands)
<TABLE>
<CAPTION>
------------------------------------------------ -------------------------------- -------------------------------
         Year ended December 31, 2003                     First Quarter                   Second Quarter
                                                 -------------------------------- -------------------------------
                                                 (As previously                   (As previously
                                                    reported)     (As restated)      reported)     (As restated)
------------------------------------------------ ---------------- --------------- ---------------- --------------
Operating results:
<S>                                                     <C>              <C>             <C>              <C>
Gain on sale of investments                         $        -       $    387        $      -         $  1,158
Net income                                                   -            387               -            1,158

------------------------------------------------ ---------------- --------------- ---------------- --------------
</TABLE>

<TABLE>
<CAPTION>

------------------------------------------------- ---------------------------------------- ----------------------
                                                               Third Quarter                  Fourth Quarter
          Year ended December 31, 2003
                                                  ---------------------------------------- ----------------------
                                                    (As previously
                                                       reported)         (As restated)
------------------------------------------------- -------------------- ------------------- ----------------------
Operating results:
<S>                                                          <C>                  <C>                     <C>
Gain on sale of investments                          $        -           $         937       $            -
Net income                                                    -                     937                    -

------------------------------------------------- -------------------- ------------------- ----------------------
</TABLE>

         During the  three-months  ended  December 31, 2003,  the Company had no
income and recognized no gains. The Company will file amended Forms 10-Q for the
three months ended March 31, 2003,  June 30, 2003 and September 30, 2003 as soon
as  practicable.  The Company had no activity  for the  year-ended  December 31,
2002.

                                       3
<PAGE>


Item 7A. Quantitative and Qualitative Disclosures about Market Risk

         None.


Item 8.  Financial Statements and Supplementary Data

DYNEX SECURITIES CORPORATION
<TABLE>
<S>                                                                                                     <C>

Independent Auditors' Report ............................................................................5
Balance Sheets - December 31, 2003 and 2002..............................................................6
Statements of Income - For the years ended December 31, 2003, 2002 and 2001..............................7
Statements of Shareholder's Equity - For the years ended December 31, 2003, 2002 and 2001................8
Statements of Cash Flows - For the years ended December 31, 2003, 2002 and 2001..........................9
Notes to Financial Statements - For the years ended December 31, 2003, 2002 and 2001....................10
</TABLE>



                                       4
<PAGE>



INDEPENDENT AUDITORS' REPORT



The Board of Directors
Dynex Securities Corporation:



We have audited the accompanying balance sheets of Dynex Securities Corporation,
(the  "Corporation"),  (a wholly owned  subsidiary of Dynex Capital Inc.), as of
December 31, 2003 and 2002, and the related statements of income,  shareholder's
equity,  and cash flows for each of the three years in the period ended December
31, 2003. These financial statements are the responsibility of the Corporation's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the  United  States of  America.  Those  standards  require  that we plan and
perform the audit to obtain  reasonable  assurance  about  whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our  opinion,  such  financial  statements  present  fairly,  in all material
respects,  the financial position of Dynex Securities Corporation as of December
31, 2003 and 2002 and the results of their  operations  and their cash flows for
each of the three years in the period ended December 31, 2003 in conformity with
accounting principles generally accepted in the United States of America.



DELOITTE & TOUCHE LLP


Richmond, Virginia
April 9, 2004



                                       5
<PAGE>



DYNEX SECURITIES CORPORATION
BALANCE SHEETS
December 31, 2003 and 2002
(amounts in thousands except share data)

                                                       2003            2002
                                                    -----------     -----------
ASSETS
Cash                                                   $ 10            $ 10
                                                    ===========     ===========

SHAREHOLDER'S EQUITY
Common Stock, no par value;
    1,000 shares authorized, issued and outstanding    $ 10            $ 10
                                                    ===========     ===========


See accompanying notes to financial statements.


                                       6
<PAGE>




DYNEX SECURITIES CORPORATION
STATEMENTS OF INCOME
For the years ended December 31, 2003, 2002 and 2001
(amounts in thousands)


                                    2003               2002             2001
                              -----------------  ---------------  --------------
  Gain on sale of investments   $     2,482        $       -        $       -
                              -----------------  ---------------  --------------
  Net income                    $     2,482        $       -        $       -
                              =================  ===============  ==============


See accompanying notes to financial statements.


                                       7
<PAGE>




DYNEX SECURITIES CORPORATION
STATEMENTS OF SHAREHOLDER'S EQUITY
For the years ended  December  31,  2003,  2002 and 2001
(amounts in  thousands except share data)



<TABLE>
<CAPTION>
                                                                                        Retained
                                                      Common                            Earnings
                                                   Stock Shares        Common         (accumulated
                                                    Outstanding         Stock           deficit)             Total
                                                   --------------     ----------    ---------------      --------------
<S>                <C>                                   <C>              <C>               <C>                  <C>
Balance at January 1, 2001                               1,000            $ 10        $          -         $        10
Net income                                                   -               -                   -                   -
Dividends and capital distributions                          -               -                   -                   -
                                                   -------------- --- ----------    -----------------    ---------------
Balance at December 31, 2001                             1,000              10                   -                  10
Net income                                                   -               -                   -                   -
Dividends and capital distributions                          -               -                   -                   -
                                                   --------------     ----------    -----------------    ---------------
Balance at December 31, 2002                             1,000              10                   -                  10
Net income                                                   -               -               2,482               2,482
Dividends and capital distributions                          -               -              (2,482)             (2,482)
                                                   --------------     ----------    -----------------    ---------------
Balance at December 31, 2003                             1,000            $ 10        $          -         $        10
                                                   ==============     ==========    =================    ===============

</TABLE>

See accompanying notes to financial statements.




                                       8
<PAGE>



DYNEX SECURITIES CORPORATION
STATEMENTS OF CASH FLOWS
For the years ended December 31, 2003, 2002 and 2001
(amounts in thousands)



<TABLE>
<CAPTION>

                                                                      2003               2002               2001
                                                                ----------------  -----------------  -----------------
  Operating activities:
<S>                                                                     <C>               <C>                <C>
    Net income                                                     $   2,482         $       -          $       -
      Adjustments to reconcile net income  to net cash provided
        by operating activities:
          Gain on sale of investments                                 (2,482)                -                  -
                                                                ----------------  -----------------  -----------------
             Net cash provided by operating activities                     -                 -                  -
                                                                ----------------  -----------------  -----------------
  Investing activities:
    Proceeds from sale of securities                                   2,482                 -                  -
                                                                ----------------  -----------------  -----------------
             Net cash provided by investing activities                 2,482                 -                  -
                                                                ----------------  -----------------  -----------------
  Financing activities:
    Dividends and capital distributions                               (2,482)                -                  -
                                                                ----------------  -----------------  -----------------
             Net cash used for financing activities                   (2,482)                -                  -
                                                                ----------------  -----------------  -----------------
  Net change in cash                                                       -                 -                  -
  Cash at beginning of year                                               10                10                 10
  Cash at end of year                                              $      10         $      10          $      10
                                                                ================  =================  =================
</TABLE>



See accompanying notes to financial statements.

                                       9
<PAGE>


NOTES TO FINANCIAL STATEMENTS
DYNEX SECURITIES CORPORATION
December 31, 2003 and 2002


Note 1 - Formation Of The Company

         Dynex  Securities  Corporation  (the  "Company"),  was  incorporated in
Virginia on July 8, 1992 as a wholly-owned, limited-purpose financing subsidiary
of SMFC Funding  Corporation,  a Virginia  corporation  ("SMFC").  On January 1,
1997, SMFC dividended all of the outstanding  stock of the Company,  represented
by 1,000 shares of Common Stock, to Dynex Holding,  Inc.  ("DHI"),  an affiliate
company.  On November 1, 2000,  DHI sold all of the capital stock of the Company
to Dynex  Capital,  Inc.,  an  affiliate  of DHI.  The Company was  organized to
facilitate the securitization of mortgage loans through the issuance and sale of
certificates  of  participation   ("Mortgage   Securities")  and  collateralized
mortgage obligations ("Bonds").

         The  Mortgage  Securities  and  the  related  mortgage  collateral  are
excluded  from the  financial  statements  of the Company  since the issuance of
these  Mortgage  Securities  has  been  accounted  for as a sale  by SMFC of the
associated  mortgage   collateral  in  accordance  with  accounting   principles
generally  accepted  in  the  United  States  of  America,  "generally  accepted
accounting   principles".   All  fees  and  expenses  related  to  issuance  and
administrative   services  for  securities  issued  under  the  Company's  shelf
registration statements are recorded in the financial statements of SMFC.

Basis of Presentation

         The accompanying  financial statements have been prepared in accordance
with accounting  principles  generally accepted in the United States of America,
hereinafter referred to as "generally accepted accounting principles."


NOTE 2 - SECURITIES ISSUANCES

         The Company uses its shelf  registration to issue  securities on behalf
of other  companies.  For the year ended December 31, 2003 and 2002, the Company
issued no  Mortgage  Securities.  The  Company  did not issue any Bonds in 2003,
2002, or 2001. The outstanding  aggregate principal balance at December 31, 2003
and 2002 of  securities  issued by the  Company  was $65.2  million  and  $254.6
million, respectively. These securities were secured by mortgage collateral with
an outstanding  aggregate  principal balance of $65.2 million and $254.6 million
at December 31, 2003 and 2002, respectively.

         At  December  31,  2003,  the Company had $1.4  billion  remaining  for
issuance under  registration  statements  filed with the Securities and Exchange
Commission.




                                       10
<PAGE>






Item 9...Changes In and Disagreements with Accountants on Accounting and
         Financial Disclosure

         None


Item 9A. Controls and Procedures

..........(a)      Evaluation of disclosure controls and procedures.
                  ------------------------------------------------

                  Disclosure  controls  and  procedures  are  controls and other
                  procedures  that  are  designed  to  ensure  that  information
                  required to be disclosed  in the  Company's  reports  filed or
                  submitted  under  the  Exchange  Act is  recorded,  processed,
                  summarized and reported  within the time periods  specified in
                  the SEC's rules and forms.  Disclosure controls and procedures
                  include, without limitation,  controls and procedures designed
                  to ensure that  information  required to be  disclosed  in the
                  Company's  reports filed under the Exchange Act is accumulated
                  and  communicated  to  management,   including  the  Company's
                  management,   as  appropriate,   to  allow  timely   decisions
                  regarding required disclosures.

                  As of the end of the period covered by this annual report, the
                  Company carried out an evaluation of the  effectiveness of the
                  design and operation of the Company's  disclosure controls and
                  procedures  pursuant to Rule 13a-15  under the  Exchange  Act.
                  This evaluation was carried out under the supervision and with
                  the participation of the Company's management. Based upon that
                  evaluation,   the  Company's  management  concluded  that  the
                  Company's  disclosure  controls and  procedures are effective,
                  except as described below.

                  The Company  identified an internal control deficiency related
                  to the  recording  of  realized  gains  on the  sale of  loans
                  collateralizing  securities  for which the  Company  owned the
                  call  rights.   For  each  of  the  called   securities,   the
                  securitization structure was collapsed and the loans were sold
                  to a third party at a gain.  Originally the gain from the sale
                  of these loans was recorded in the financial statements of the
                  Company's  parent.  Management  of  the  Company  subsequently
                  determined  that these gains  should be reported as income for
                  the periods ended March 31, 2003,  June 30, 2003 and September
                  2003 in the financial  statements of the Company.  The Company
                  will  restate  these  interim  periods  as  a  result  of  the
                  deficiency.  Management  believes  that it has  performed  the
                  appropriate procedures to ensure that the information included
                  herein  for the year ended  December  31,  2003 is  materially
                  accurate in all  reasonable  aspects.  This  internal  control
                  deficiency   did  not   impact  the   consolidated   financial
                  statements of the Company's parent.

                  In conducting  its review of disclosure  controls,  management
                  concluded that sufficient  disclosure controls and procedures,
                  other  than  this   deficiency,   did  exist  to  ensure  that
                  information  required to be disclosed in the Company's reports
                  filed  or  submitted  under  the  Exchange  Act  is  recorded,
                  processed,  summarized  and  reported  within the time periods
                  specified in the SEC's rules and forms.

         (b) Changes in internal controls.

                  There were no changes in the Company's  internal  control over
                  financial   reporting   identified  in  connection   with  the
                  evaluation  of it that  occurred  during  the  Company's  last
                  fiscal  quarter that  materially  effected,  or are reasonably
                  likely to materially  affect  internal  control over financial
                  reporting.


                                       11
<PAGE>

                                    PART III


Item 10. Directors and Executive Officers of the Registrant

         Information  in  response  to this Item is omitted  pursuant to General
         Instruction I, Paragraph 2.


Item 11. Executive Compensation

         Information  in  response  to this Item is omitted  pursuant to General
         Instruction I, Paragraph 2.


Item 12. Security Ownership of Certain Beneficial Owners and Management

         Information  in  response  to this Item is omitted  pursuant to General
         Instruction I, Paragraph 2.


Item 13. Certain Relationships and Related Transactions

         Information  in  response  to this Item is omitted  pursuant to General
         Instruction I, Paragraph 2.


Item 14. Principal Accountant Fees and Services

         Information  in response to this Item is omitted,  as permitted by Form
         10-K, because the Company is an asset-backed  issuer as defined in Rule
         13a-14(g) under the Securities Exchange Act of 1934, as amended.


                                     PART IV


Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K

         (a) Financial Statements - see Item 8

                  Exhibits

                      Number      Exhibit

                       3.1        Articles  of Incorporation of  the  Registrant
                                  (Attached  as  an   exhibit  to  Registrant's
                                  Registration Statement  No.  33-49520  on Form
                                  S-11  filed July 10, 1992, incorporated herein
                                  by reference).

                       3.2        By-Laws  of  the  Registrant  (Attached as an
                                  exhibit to Registrant's Registration Statement
                                  No. 33-49520 on Form S-11 filed July 10, 1992,
                                  incorporated  herein by reference).

                       4.1        Form of Trust  Agreement  dated  July 1, 1992,
                                  (Attached  as an  exhibit  to  Registrant's
                                  Registration  Statement  No.  33-49520 on Form
                                  S-11 filed July 10, 1992,  incorporated herein
                                  by reference).

                       4.2        Standard Terms to Trust  Agreement  dated July
                                  1,  1992   (Attached   as  an  exhibit    to
                                  Registrant's    Registration   Statement   No.
                                  33-49520  on Form S-11  filed  July 10,  1992,
                                  incorporated herein by reference).



                                       12
<PAGE>

                       4.3        Copy of Series 1992-1 Trust Agreement dated as
                                  of August 1, 1992,  among  Registrant,  Ryland
                                  Mortgage  Company,  as  Master  Servicer,  and
                                  Texas Commerce Bank National  Association,  as
                                  Trustee  (Attached  as an  exhibit  to  the
                                  Registrant's Current Report on Form 8-K, filed
                                  September  4,  1992,  incorporated  herein  by
                                  reference).

                       4.4        Copy of Series 1992-2 Trust Agreement dated as
                                  of September 1, 1992, among Registrant, Ryland
                                  Mortgage  Company,  as  Master  Servicer,  and
                                  Texas Commerce Bank National  Association,  as
                                  Trustee  (Attached  as an  exhibit to  the
                                  Registrant's Current Report on Form 8-K, filed
                                  October  14,  1992,   incorporated  herein  by
                                  reference).

                       4.5        Copy of Series 1992-3 Trust Agreement dated as
                                  of October 1, 1992, among  Registrant,  Ryland
                                  Mortgage  Company,  as  Master  Servicer,  and
                                  Texas Commerce Bank National  Association,  as
                                  Trustee  (Attached  as an  exhibit  to  the
                                  Registrant's Current Report on Form 8-K, filed
                                  November  6,  1992,   incorporated  herein  by
                                  reference).

                       4.6        Copy of Series 1992-4 Trust Agreement dated as
                                  of November 1, 1992, among Registrant,  Ryland
                                  Mortgage  Company,  as  Master  Servicer,  and
                                  Texas Commerce Bank National  Association,  as
                                  Trustee  (Attached  as an  exhibit  to  the
                                  Registrant's Current Report on Form 8-K, filed
                                  December  7,  1992,   incorporated  herein  by
                                  reference).

                       4.7        Copy of Series 1992-6 Trust Agreement dated as
                                  of December 1, 1992, among Registrant,  Ryland
                                  Mortgage  Company,  as  Master  Servicer,  and
                                  Texas Commerce Bank National  Association,  as
                                  Trustee  (Attached  as an  exhibit  to  the
                                  Registrant's Current Report on Form 8-K, filed
                                  January  7,  1993,   incorporated   herein  by
                                  reference).
                       4.8        Copy  of the  Series  1993-8  Trust  Agreement
                                  dated as of August 1, 1993, among  Registrant,
                                  Ryland Mortgage  Company,  as Master Servicer,
                                  and Texas Commerce Bank National  Association,
                                  as Trustee  (Attached  as an exhibit to the
                                  Registrant's Current Report on Form 8-K, filed
                                  September  3,  1993,  incorporated  herein  by
                                  reference).

                       4.9        Standard  Terms  to  Trust  Agreement,   dated
                                  August 1, 1993  (Attached  as an exhibit to
                                  the  Registrant's  Current Report on Form 8-K,
                                  filed September 3, 1993,  incorporated  herein
                                  by reference).

                       4.10       Copy of the  Series  1993-10  Trust  Agreement
                                  dated  as  of  October  1,  1993,   among  the
                                  Registrant, Ryland Mortgage Company, as Master
                                  Servicer,  and Texas  Commerce  Bank  National
                                  Association,   as  Trustee   (Attached  as  an
                                  exhibit to the Registrant's  Current Report
                                  on  Form  8-K,   filed   November   1,   1993,
                                  incorporated herein by reference).

                       4.11       Copy  of the  Series  1994-2  Trust  agreement
                                  dated  as  of  January  1,  1994,   among  the
                                  Registrant, Ryland Mortgage Company, as Master
                                  Servicer,  and Texas  Commerce  Bank  National
                                  Association,   as  Trustee   (Attached  as  an
                                  exhibit to the Registrant's  Current Report
                                  on  form  8-K,   filed   February   10,  1994,
                                  incorporated herein by reference).



                                       13
<PAGE>

                       4.12       Copy  of the  Series  1994-4  Trust  Agreement
                                  dated  as  of  March  1,   1994,   among   the
                                  Registrant, Ryland Mortgage Company, as Master
                                  Servicer,  and Texas  Commerce  Bank  National
                                  Association,  as  Attached as an exhibit to
                                  the  Registrant's  Current Report on Form 8-K,
                                  filed April 13, 1994,  incorporated  herein by
                                  reference).

                       4.13       Copy of the Series  1994-2 First  Amendment to
                                  Trust  Agreement  dated as of March 15,  1994,
                                  among the Registrant, Ryland Mortgage Company,
                                  as Master  Servicer,  and Texas  Commerce Bank
                                  National Association,  as Trustee (Attached as
                                  an  exhibit  to  the  Registrant's  Current
                                  Report  on  Form  8-K,   filed  May  5,  1994,
                                  incorporated herein by reference).

                       4.14       Copy of the Series  1994-4 First  Amendment to
                                  Trust  Agreement  dated as of April 15,  1994,
                                  among the Registrant, Ryland Mortgage Company,
                                  as Master  Servicer,  and Texas  Commerce Bank
                                  National Association,  as Trustee (Attached as
                                  an  exhibit  to  the  Registrant's  Current
                                  Report  on  Form  8-K,  filed  May  18,  1994,
                                  incorporated herein by reference).

                       4.15       Copy of the  Series  1994-9  Trust  Agreement,
                                  dated as of June 1,  1994,  by and  among  the
                                  Registrant, Ryland Mortgage Company, as Master
                                  Servicer,  and Texas  Commerce  Bank  National
                                  Association,   as  Trustee   (Attached  as  an
                                  exhibit to the Registrant's  Current Report
                                  on Form 8-K, filed July 12, 1994, incorporated
                                  herein by reference).
                       4.16       Standard Terms to Trust Agreement (August 1994
                                  Edition)  (Attached  as an  exhibit  to the
                                  Registrant's Current Report on Form 8-K, filed
                                  September  13,  1994,  incorporated  herein by
                                  reference).

                       4.17       Copy of the Series 1994-2 Second  Amendment to
                                  Trust  Agreement  dated  as of  September  27,
                                  1994,  among the  Registrant,  Ryland Mortgage
                                  Company,   as  Master   Servicer,   and  Texas
                                  Commerce Bank National Association, as Trustee
                                  (Attached as an exhibit to the Registrant's
                                  Current  Report on Form 8-K,  filed October 5,
                                  1994, incorporated herein by reference).

                       4.18       Copy of the Series 1993-10 First  Amendment to
                                  Trust Agreement,  dated as of October 7, 1994,
                                  by and among the  Registrant,  Ryland Mortgage
                                  Company,   as  Master   Servicer,   and  Texas
                                  Commerce Bank National Association, as Trustee
                                  (Attached as an exhibit to the Registrant's
                                  Current  Report on Form 8-K, filed October 13,
                                  1994, incorporated herein by reference).

                       4.19       Standard  Terms  to  Trust   Agreement   (Pool
                                  Insurance) (October 1994 Edition) (Attached as
                                  an  exhibit  to  the  Registrant's  Current
                                  Report on Form 8-K,  filed  November 10, 1994,
                                  incorporated herein by reference).

                       4.20       Copy of the Series  1993-8 First  Amendment to
                                  Trust Agreement, dated as of November 1, 1994,
                                  by and among the  Registrant,  Ryland Mortgage
                                  Company,   as  Master   Servicer,   and  Texas
                                  Commerce Bank National Association, as Trustee
                                  (Attached as an exhibit to the Registrant's
                                  Current Report on Form 8-K, filed December 15,
                                  1994, incorporated herein by reference).

                       4.21       Copy of the Series 1994-4 Second  Amendment to
                                  Trust Agreement, dated as of November 1, 1994,
                                  by and among the  Registrant,  Ryland Mortgage
                                  Company,   as  Master   Servicer,   and  Texas
                                  Commerce Bank National Association, as Trustee
                                  (Attached as an exhibit to the Registrant's
                                  Current Report on Form 8-K, filed December 15,
                                  1994, incorporated herein by reference).



                                       14
<PAGE>

                       4.22       Copy of the September 1995 Edition of Standard
                                  Terms  to  Trust   Agreement  (with  Servicing
                                  Agreement   for   Credit    Sensitive   Loans)
                                  (Attached as an exhibit to the Registrant's
                                  Current  Report on Form 8-K, filed October 12,
                                  1995, incorporated herein by reference).

                       4.23       Copy of the  Series  1995-2  Trust  Agreement,
                                  dated as of  September  1, 1995,  by and among
                                  the  Registrant,  Resource  Mortgage  Capital,
                                  Inc., as Master  Servicer,  and Texas Commerce
                                  Bank   National   Association,    as   Trustee
                                  (Attached as an exhibit to the Registrant's
                                  Current  Report on Form 8-K, filed October 12,
                                  1995, incorporated herein by reference).

                       10.1       Standard  Provisions  to  Servicing  Agreement
                                  (December   1992  Edition)   (Attached  as  an
                                  exhibit   to  to   Registrant's   Registration
                                  Statement  No.  33-57204  on Form  S-11  filed
                                  January  21,  1993,   incorporated  herein  by
                                  reference).

                       10.2       Copy of the Meritech Servicing Agreement dated
                                  September  1, 1995  (Attached as an exhibit to
                                  to the  Registrant's  Current  Report  on Form
                                  8-K,  filed  October  12,  1995,  incorporated
                                  herein by reference).

                       10.3       Copy  of  the   Standard   Terms  to  Meritech
                                  Servicing   Agreement   for   Saxon   Mortgage
                                  Securities Corporation, September 1995 Edition
                                  (Attached as an exhibit to the Registrant's
                                  Current  Report on Form 8-K, filed October 12,
                                  1995, incorporated herein by reference).

                       23.1       Consent of DELOITTE & TOUCHE LLP

                       31.1       Certification of Principal  Executive  Officer
                                  and Principal  Financial  Officer  pursuant to
                                  Section 302 of the Sarbanes-Oxley Act of 2002.

                       32.1       Certification of Principal  Executive  Officer
                                  and  Chief  Financial   Officer   pursuant  to
                                  Section 906 of the Sarbanes-Oxley Act of 2002.

                       99.1       Copy of the Support Fund  Agreement,  dated as
                                  of June 29, 1994 between  Texas  Commerce Bank
                                  National  Association,  as Trustee,  and Texas
                                  Commerce   Bank   National   Association,   as
                                  Custodian  (Attached  as an  exhibit to the
                                  Registrant's Current Report on Form 8-K, filed
                                  July  11,   1994,   incorporated   herein   by
                                  reference).

                       99.2       Copy of the Support Fund  Agreement,  dated as
                                  of October  27,  1994 by and between SHF Corp.
                                  and Texas Commerce Bank National  Association,
                                  as  Support  Fund  Trustee   (Attached  as  an
                                  exhibit to the Registrant's  Current Report
                                  on  Form  8-K,   filed   November   10,  1994,
                                  incorporated herein by reference).

                       99.3       Copy of Financial  Guaranty  Insurance  Policy
                                  No.  50306-N  issued  by  Financial   Security
                                  Assurance  Inc.,  dated  June 28,  1994,  with
                                  respect  to  the  Series   1994-9   Securities
                                  (Attached as an exhibit to the Registrant's
                                  Current  Report on Form 10-K,  filed March 21,
                                  1995, incorporated herein by reference).

                       99.4       Copy of Financial  Security  Insurance  Policy
                                  No.  50398A-N  issued by Financial    Security
                                  Assurance Inc.,  together  with  Endorsements,
                                  relating   to the  Series   1995-2  Class 1A-2
                                  Securities  (Attached  as  an  exhibit  to the
                                  Registrant's Current Report on Form 8-K, filed
                                  October  12,  1995,  incorporated   herein  by
                                  reference).



                                       15
<PAGE>

                       99.5       Copy of Financial  Security  Insurance  Policy
                                  No.  50398A-N  issued by Financial    Security
                                  Assurance  Inc., together  with  Endorsements,
                                  relating   to the  Series  1995-2  Class  1A-3
                                  Securities  (Attached  as  an  exhibit  to the
                                  Registrant's Current Report on Form 8-K, filed
                                  October  12,  1995,  incorporated   herein  by
                                  reference).

                       99.6       Copy of the  Saxon  Mortgage,  Inc.  Servicing
                                  Guide for  Credit  Sensitive  Loans,  February
                                  1995 Edition (Attached as an exhibit to the
                                  Registrant's Current Report on Form 8-K, filed
                                  October  12,  1995,   incorporated  herein  by
                                  reference).


         (b) Reports on Form 8-K

         None


                                       16
<PAGE>



                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  Registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                          DYNEX SECURITIES CORPORATION
                                  (Registrant)


April 15, 2004                         By:   /s/ Stephen J. Benedetti
                                             -----------------------------------
                                             Stephen J. Benedetti
                                             President, Treasurer


Pursuant to the  requirements  of the Securities and Exchange Act of 1934,  this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities and on the dates indicated.

Signature                              Capacity                        Date


/s/ Stephen J. Benedetti            Principal Executive Officer   April 15, 2004
---------------------------------
Stephen J. Benedetti                Principal Financial Officer
                                    Principal Accounting Officer
                                    Director


/s/ Kevin J. Sciuk                  Director                      April 15, 2004
---------------------------------
Kevin J. Sciuk



                                       17
<PAGE>





                                  EXHIBIT INDEX

                                                                    Sequentially
Exhibit                                                            Numbered Page

23.1     Consent of DELOITTE & TOUCHE LLP                              I-1

31.1     Certification of Principal Executive Officer
         and Principal Financial Officer pursuant to
         Section 302 of the Sarbanes-Oxley Act of 2002.                I-2

32.1     Certification of Principal Executive Officer
         and Chief Financial Officer pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002.                I-3