S-3: Registration statement for specified transactions by certain issuers

January 28, 1994


BY ELECTRONIC SUBMISSION

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549

Resource Mortgage Capital, Inc.
(formerly RAC Mortgage Investment Corporation)
Form S-3 Registration Statement
and Post-Effective Amendment No. 1 to
Registration Statement No. 33-049821

Ladies and Gentlemen:

Resource Mortgage Capital, Inc. (the "Company") hereby submits its
Registration Statement on Form S-3, including exhibits thereto, for
filing in connection with the registration under the Securities Act of
1933 of 1,000,000 additional shares of its Common Stock. This
electronic filing is submitted in accordance with Regulation S-T of the
1933 Act and the EDGAR Filer Manual. Pursuant to Item 901(d) of
Regulation S-T, a paper copy of this electronic filing shall be
submitted within six business days after this filing.

A wire transfer in the amount of $10,043, in payment of the required
registration fee, is being sent of the lock box depository maintained by
the Commission at Mellon Bank in Pittsburgh, Pennsylvania (Account
Number 9108739, ABA # 043000261), before 5:30 p.m. today.

As noted on the cover page of the Registration Statement, the
Registration Statement constitutes both an original Registration
Statement for 1,000,000 additional shares of Common Stock and Post-
Effective Amendment No. 1 to Registration Statement No. 33-049821 on
Form S-3 as it relates to previously registered but unsold shares.
Registration Statement No. 33-049821 was filed with the Securities and
Exchange Commission on July 23, 1993.

The Common Stock of the Company is registered on the New York Stock
Exchange and with the Securities and Exchange Commission pursuant to
Section 12(b) of the Securities Exchange Act of 1934. Under separate
cover, a hard copy of this filing is being sent to the New York Stock
Exchange.

Pursuant to Rule 462 and Rule 464 of the Securities Act of 1933, this
Registration Statement will become effective automatically upon filing.

Very truly yours,

Thomas H. Potts
President

Enclosures
cc: Elizabeth R. Hughes, Esq. (w/ encl.)

As filed with the Securities and Exchange Commission on January 28,
1994.

Registration No. 33------

- ------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------------

FORM S-3*

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------------------

RESOURCE MORTGAGE CAPITAL, INC.
(Exact name of registrant as specified in its charter)

VIRGINIA 52-1549373
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

10500 Little Patuxent Parkway
Suite 650
Columbia, Maryland 21044
(410) 715-2000
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Thomas H. Potts
President
Resource Mortgage Capital, Inc.
10500 Little Patuxent Parkway
Suite 650
Columbia, Maryland 21044
(410) 715-2000
(Name and address, including zip code, and telephone number,
including area code, of agent for service)

Copy to:

Elizabeth R. Hughes, Esq.
Venable, Baetjer and Howard
1800 Mercantile Bank and Trust Bldg.
2 Hopkins Plaza
Baltimore, Maryland 21201
(410) 244-7400
-------------------
As soon as practicable after the effective date of this Registration
Statement.

* In addition, pursuant to Rule 429, this Registration Statement on
Form S-3 constitutes Post-Effective Amendment No. 1 to Registration
Statement No. 33-049821 on Form S-3 filed by Registrant on July 23,
1993.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. //xx//

If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box.
// //

-----------------------

CALCULATION OF REGISTRATION FEE
==============================================================================
Title of Proposed Proposed
Securities Amount Maximum Offering Maximum Aggregate Amount of
Being Being Price Per Offering Registration
Registered Registered Unit (1) Price (1) Fee (2)
- ------------------------------------------------------------------------------
Common Stock
($.01 par
Value) ...... 1,000,000 $29.125 $29,125,000 $10,043
shares
==============================================================================
(1) Estimated solely for the purposes of calculating the
Registration Fee.

(2) Calculated pursuant to Rule 457(c) based upon the average of the
high and low prices of Common Stock reported on the New York Stock
Exchange composite tape as of January 24, 1994.

The within Prospectus covers the 1,000,000 shares of Common Stock
being registered hereunder, plus the 98,800 shares of Common Stock
registered by Registrant under Registration Statement No. 33-049821 on
Form S-3. The registration fees in respect to the latter shares of
Common Stock were paid at the time of the original filing of
Registration Statement No. 33-049821 relating to those shares of Common
Stock.

Prospectus
Resource Mortgage Capital, Inc.
Dividend Reinvestment and
Stock Purchase Plan



The Dividend Reinvestment and Stock Purchase Plan (the "Plan") of
Resource Mortgage Capital, Inc. (the "Company") provides owners of
shares of the Company's common stock (the "Common Stock") with a
convenient and economical method of investing cash dividends and
optional cash deposits in additional shares of the Common Stock at a
discount, in most cases, to the market price. A participant in the Plan
may purchase additional shares of the Common Stock from the Company by:
(i) reinvesting some or all cash dividends paid on shares of the Common
Stock; or (ii) making optional cash deposits subject to a minimum
purchase limit of $50 and a maximum purchase limit of $10,000 for each
calendar month, whether or not the participant's dividends are being
reinvested. The price to be paid for such additional shares will be a
price equal to the Market Price (as defined below) less a 3% percent
discount when shares are purchased directly from the Company (subject to
change). The same price will apply to the reinvestment of cash
dividends and to the investment of optional cash deposits.

To enroll in the Plan, simply complete the enclosed Authorization Card
and return it to the Plan Administrator (as hereinafter defined) at the
address provided on the card. A broker, bank or other nominee may
reinvest dividends and make optional cash deposits on behalf of
beneficial owners. Stockholders previously enrolled in the Plan will
continue to participate without any further action required on their
part.

This Prospectus relates to 1,098,800 authorized and unissued shares of
the Common Stock registered for sale under the Plan. Participants
should retain this Prospectus for future reference.

The executive offices of the Company are located at 10500 Little
Patuxent Parkway, Suite 650, Columbia, Maryland 21044, and its telephone
number is (410) 715-2000.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
THE ATTORNEY GENERAL OF THE STATE OF NEW YORK HAS NOT PASSED ON OR
ENDORSED THE MERITS OF THIS OFFERING. ANY REPRESENTATION TO THE
CONTRARY IS UNLAWFUL.

This Prospectus does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such an offer
or solicitation in such jurisdiction. No person has been authorized to
give any information or to make any representations, other than those
contained in this Prospectus, in connection with the offering made
hereby, and if given or made, such information or representations must
not be relied upon as having been authorized by the Company. Neither
the delivery of this Prospectus nor any sale made hereunder shall, under
any circumstances, create any implication that information herein is
correct as of any time subsequent to the date hereof.

Incorporation of Documents by Reference

The following documents, filed with the Commission pursuant to the
1934 Act, are incorporated by reference in this Prospectus:

1. The Company's Annual Report on Form 10-K for the year ended
December 31, 1992, amended as reflected in the Form 10-K\A for
the year ended December 31, 1992.

2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 1993, June 30, 1993, and September 30, 1993,
and any amendments thereto.

3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A under the 1934
Act, including any amendment or report filed to update the
description.

All documents filed pursuant to Sections 13(a), 13(c), 14 or 15(d) of
the 1934 Act after the date of this Prospectus and before termination of
this offering are incorporated by reference into this Prospectus from
the date of filing of those documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
other subsequently filed document which is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of the Prospectus.

Anyone receiving a copy of this Prospectus may obtain, without charge,
a copy of any of the documents incorporated by reference, except for the

Resource Mortgage Capital, Inc.
10500 Little Patuxent Parkway, Suite 650
Columbia, Maryland 21044
Attention: Investor Relations

or call (410) 715-2000.

The date of this Prospectus is January 28, 1994.


The Company

Resource Mortgage Capital, Inc. (the "Company") operates a mortgage
conduit and invests in a portfolio of residential mortgage securities.
The Company's primary strategy is to use its mortgage conduit
operations, which involve the purchase and securitization of residential
mortgage loans, to create investments for its portfolio. The Company
has recently broadened its conduit programs and loan products within the
residential mortgage market in order to diversify its sources of income
and investments. The Company's principal sources of income are net
interest income on its investment portfolio, gains on the securitization
and sale of mortgage loans and the interest spread realized while the
mortgage loans are being accumulated for securitization.

As a real estate investment trust, the Company distributes annually at
least 95% of its taxable income to shareholders.

The Company's corporate headquarters are in Columbia, Maryland, with
its principal operations office in Glen Allen, Virginia.

The Company's Common Stock is listed on the New York Stock Exchange
under the symbol "RMR".

Available Information

The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "1934 Act") and files reports,
proxy statements and other information with the Securities and Exchange
Commission (the "Commission"). Reports, proxy statements, and other
information concerning the Company can be inspected at the Commission's
Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549,
York, New York 10048, and Northwest Atrium Center, 500 West Madison
Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of such
material can be obtained by mail from the Public Reference Section of
the Commission at 450 Fifth Street, NW, Washington, DC 20549 at
prescribed rates. Such reports, proxy statements and other information
concerning the Company may also be inspected at the offices of the New
York Stock Exchange, 20 Broad Street, New York, New York 10005.

The Plan

The Plan provides eligible holders of the Common Stock with a
convenient and economical method of investing cash dividends and
optional cash deposits in additional shares of the Common Stock at a
discount, in most cases, to the market price and without payment of any
brokerage commission or service charge. The Plan is intended to benefit
long-term investors who wish to increase their investment in the Common
Stock.

Eligible holders of the Common Stock who wish to participate in the
Plan (each, a "Participant") may elect to have cash dividends paid on
all or a portion of their shares of the Common Stock automatically
reinvested in additional shares of the Common Stock(see "Eligibility"
below).

Each month, Participants may elect to invest optional cash deposits in
additional shares of the Common Stock, subject to a minimum per month
purchase limit of $50 and a maximum per month purchase limit of $10,000.
Participants may make optional cash deposits even if dividends on their
shares of the Common Stock are not being reinvested.

The Company retains the right to limit the amount of optional cash
deposits it accepts for investment during any month if the amount of
such optional cash deposits exceeds the amount that the Company
believes, in its sole discretion, it can invest in a timely manner. In
such case, each optional cash deposit of each Participant would be
reduced by the same percentage and promptly returned without interest.

Shares for the Plan may be purchased, at the discretion of the
Company, either (i) directly from the Company or (ii) in the open market
or otherwise. Shares purchased from the Company will be authorized but
unissued shares and will provide the Company with funds for general
corporate purposes.

Should circumstances arise that make the purchase of new shares from
the Company impractical (if, for example, the market price of the Common
Stock fell below the book value per share), the Company reserves the
right to purchase shares on the open market. Shares purchased on the
open market will not be eligible for the discount to market price.

Administration

the Plan, keep records, send statements of account to each Participant
and perform other duties related to the Plan. The Company has selected
First Union National Bank of North Carolina ("First Union") to serve as
the Plan Administrator. Shares purchased for each Participant under the
Plan will be held in safekeeping by or through the Plan Administrator
until such Participant terminates their participation in the Plan or
until a written request is received from such Participant for issuance
of a stock certificate for all or a portion of its shares. First Union
also acts as dividend disbursing agent, transfer agent and registrar for
the Common Stock.

Eligibility

Two types of stockholders are eligible to be "Participants":
(a) stockholders whose shares of the Common Stock are registered in
their own names on the stock transfer books of the Company ("Registered
Owners") and (b) stockholders who beneficially own shares of the Common
Stock that are registered in a name other than their own (i.e., in the
name of a broker, bank or other nominee) ("Beneficial Owners").
Registered Owners may participate directly in the Plan. To participate
in the Plan, Beneficial Owners must either become Registered Owners by
having such shares transferred into their own names or make arrangements
with their broker, bank or other nominee to participate on their behalf.

Enrollment

A Registered Owner may enroll in the Plan by completing and signing an
Authorization Card and returning it to the Plan Administrator. If a
Participant's shares are registered in more than one name (e.g., joint
tenants or trustee), all Registered Owners of such shares must sign the
Authorization Card exactly as their names appear on the account
registration. Shareholders currently enrolled in the Plan will continue
to participate in the Plan without any further action required on their
part.

For enrollment to be effective with respect to a particular cash
dividend, an Authorization Card must be received from a stockholder on
or before the record date established for such dividend. If the
Authorization Card is received after that dividend record date, that
dividend will be paid to the Participant in cash, and the reinvestment
of dividends will begin on the dividend payment date (the "Investment
Date") following the next dividend record date, provided that such
stockholder is still an eligible stockholder.

An eligible stockholder may also participate in the Plan through
delivery of an Authorization Card and an optional cash deposit on or
Date. (See "Purchases and Price of Shares" below).

Beneficial Owners who wish to participate in the Plan must instruct
their broker, bank or other nominee to complete and sign the
Authorization Card and return it to the Plan Administrator. In certain
situations where the broker, bank or other nominee holds shares of a
Beneficial Owner in the name of a major securities depository, a Broker
and Nominee Form (A "B&N Form") may also be required to participate in
the Plan. The B&N form provides the only means by which a broker, bank
or other nominee holding shares of a Beneficial Owner in the name of a
major securities depository may invest optional cash deposits on behalf
of such Beneficial Owner. A B&N Form must be delivered to the Plan
Administrator each time that such broker, bank or other nominee
transmits optional cash deposits on behalf of a Beneficial Owner. B&N
Forms will be furnished upon request to the Plan Administrator at the
address or telephone number specified below. A broker, bank or other
nominee holding shares of a Beneficial Owner in the name of a major
securities depository may also participate in the Plan through the
Depository Trust Company ("DTC"). Currently, only the dividend
reinvestment option is available through DTC. Interested parties should
contact DTC directly for further details.

If a stockholder returns a properly executed Authorization Card to the
Plan Administrator without electing an investment option, such
Authorization Card will be deemed to indicate the intention of such
stockholder to apply any cash dividends and optional cash deposits
toward the purchase of additional shares of the Common Stock.

Written requests for Authorization Cards and B&N Forms should be
directed to the Plan Administrator at:

First Union National Bank of North Carolina
Shareholder Services Group
230 South Tryon Street, 10th Floor
Charlotte, North Carolina 28288-1154

or call (800) 829-8432.

Options

The Authorization Card provides for the purchase of additional shares
of the Common Stock through the following investment options:

(1) If "Full Dividend Reinvestment" is elected, the Plan
Administrator will apply any cash dividends on all shares of
the Common Stock then or subsequently registered in the
Participant's name, including all whole and fractional Plan
Plan Shares, together with any optional cash deposits, toward
the purchase of additional shares of the Common Stock. "Plan
Shares" are all whole shares of the Common Stock and
fractional share interests credited to a Participant's Plan
account.

(2) If "Partial Dividend Reinvestment" is elected, the Plan
Administrator will apply any cash dividends on only the
specified number of shares of the Common Stock owned by the
Participant on the applicable Record Date and specified on the
Authorization Card ("Participating Shares") and any cash
dividends on all Participating Shares, together with any
optional cash deposits, towards the purchase of additional
shares of the Common Stock.

(3) If "Optional Cash Deposits Only" is elected, the Participant
will continue to receive any cash dividends on shares of the
Common Stock registered in that Participant's name in the
usual manner, when declared, and the Plan Administrator will
apply only optional cash deposits received from the
Participant toward the purchase of additional shares of the
Common Stock.

Each Participant may select any one of these three options. Under
each of these options, any future cash dividends will be reinvested on
all Participating Shares and on all Plan Shares held in the Plan
account, including dividends on shares of the Common Stock purchased
with optional cash deposits, until a Participant specifies otherwise or
withdraws from the Plan altogether, or until the Plan is terminated. If
a Participant would prefer to receive cash payments for dividends paid
on Plan Shares rather than reinvest such dividends, those shares must be
withdrawn from the Plan by written notification to the Plan
Administrator.

The Company retains the right to limit the amount of optional cash
deposits it accepts for investment during any month if the amount of
such optional cash deposits exceeds the amount that the Company
believes, in its sole discretion, it can invest in a timely manner. In
such case, each optional cash deposit of each Participant would be
reduced by the same percentage and promptly returned without interest.

Participants may change their investment options at any time by
requesting a new Authorization Card and returning it to the Plan
Administrator at the address set forth below.


Costs
for enrolling and participating in the Plan. All costs of
administration of the Plan accounts are paid by the Company.
Participants will pay their prorata portion of brokerage costs for
shares purchased in the open market.

Purchases and Price of Shares

As of the date of this prospectus the price per share of authorized
but unissued shares of the Common Stock purchased from the Company with
reinvested dividends and optional cash deposits will be 97% of the
Market Price (as defined). The current 3% discount rate is subject to
change by the Company. In no event, however, will the discount rate
exceed 5%. "Investment Date" means the date on which dividends are paid
each month. For the purchases of shares of Common Stock from the Company
after February 1, 1994, "Market Price" means the highest of the
following series of prices: (1) the average of the high and low sales
prices of the Common Shares, as quoted under the New York Stock Exchange
("NYSE") composite transaction, on the date that the distribution is
declared; (2) the average of the daily closing prices of the Common
Shares, as so quoted, for a period of 12 Trading Days prior to the
Investment Date; and (3) the average of the high and low sales prices of
the Common Shares, as so quoted, on the Trading Day prior to the
Investment Date. A "Trading Day" means a day on which the NYSE is open
for trading. The period encompassing the 12 Trading Days prior to the
Investment Date of each month constitutes the relevant "Pricing Period".
For purchases of shares of Common Stock from the Company on or prior to
February 1, 1994, "Market Price" means the average of the daily high and
low sale prices, computed to three decimal places, of the Common Stock
as reported on the NYSE for the Pricing Period.

Purchases on the open market will begin on the Investment Date and
will be completed no later than 20 days from such date except where
completion at a later date is necessary or advisable under any
applicable federal securities laws. Such purchases may be made on any
securities exchange where such shares are traded, in the over-the-
counter market, or by negotiated transactions and may be subject to such
terms with respect to price, delivery, and other terms as the Plan
Administrator may agree to. Neither the Company nor any Participant
shall have any authority or power to direct the time or price at which
shares may be purchased.

For shares purchased in the open market, the price per share will be
100% of the average price of all shares purchased for the Plan in all
transactions in which such shares are purchased for a particular
Investment Date. If on any Investment Date shares are purchased both
from the Company and in the open market, the total purchase price (and
among all Participants purchasing shares on such Investment Date.

Purchases of shares of the Common Stock from the Company will be made
on the relevant Investment Date. A Participant's account in the Plan
will be credited with that number of shares, plus fractional share
interests computed to three decimal places, equal to the total amount to
be invested on behalf of such Participant divided by the purchase price
per share as calculated pursuant to the method described above. The
total amount to be invested will depend, subject to limitations
described elsewhere herein, on the amount of any dividends paid on the
number of Participating Shares and Plan Shares in such Participant's
Plan account and any optional cash deposits made by such Participant and
available for investment prior to the related Investment Date.

NO INTEREST WILL BE PAID BY THE COMPANY OR THE PLAN ADMINISTRATOR ON ANY
DIVIDENDS OR OPTIONAL CASH DEPOSITS HELD PENDING REINVESTMENT,
INVESTMENT, OR, IF APPLICABLE, RETURNED.

Reinvested Dividends. An Authorization Card requesting reinvestment of
cash dividends must be received by the Plan Administrator on or before
the record date established for a particular dividend. Purchases of
shares of the Common Stock from the Company will be made on the
Investment Date using the Market Price. If an Authorization Card is
received by the Plan Administrator after the record date established for
a particular dividend, reinvestment of dividends will begin on the
Investment Date following the next dividend record date, provided that
such stockholder is still an eligible stockholder.

Optional Cash Deposits. All Registered Owners who have submitted signed
Authorization Cards indicating their intention to participate in this
feature of the Plan are eligible to make optional cash deposits during
any month. Each month the Plan Administrator, subject to certain
limitations, will apply any optional cash deposit received from a
Participant prior to the commencement of that month's Pricing Period to
the purchase of additional shares of the Common Stock for the account of
the Participant on the related Investment Date. As of the date of this
prospectus, the price per share of the Common Stock purchased from the
Company with optional cash deposits will be 97% of the Market Price.

The Company retains the right to limit the amount of optional cash
deposits it accepts for investment during any month if the amount of
such optional cash deposits exceeds the amount that the Company
believes, in its sole discretion, it can invest in a timely manner. In
such case, each optional cash deposit of each Participant would be
reduced by the same percentage and promptly returned without interest.
Common Stock on behalf of a Beneficial Owner, may utilize the
Authorization Card for optional cash deposits, unless such entity holds
the shares in the name of a major securities depository. If a broker,
bank or other nominee holds shares of a Beneficial Owner in the name of
a major securities depository, optional cash deposits must be made
through the use of the B&N Form.

Each optional cash deposit is subject to a minimum per month purchase
limit of $50 and a maximum per month purchase limit of $10,000. For
purposes of these limitations, all Plan accounts under the common
control or management of a Participant will be aggregated. Optional
cash deposits of less than $50 and any portion of an optional cash
deposit which exceeds the $10,000 maximum purchase limit are subject to
return to the Participant, without interest.

Participants in the Plan are not obligated to make any optional cash
deposits at any time. Optional cash deposits need not be in the same
amount each month.

Optional cash deposits will be invested in shares of the Common Stock
each month. Optional cash deposits received by the Plan Administrator
prior to the commencement of a Pricing Period will be invested on the
Investment Date immediately following such Pricing Period. Optional
cash deposits received during or after the commencement of a Pricing
Period will be invested on the Investment Date immediately following the
end of the next Pricing Period.

Each month the Plan Administrator will apply any optional cash deposit
for which funds are received prior to the commencement of a Pricing
Period to the purchase of shares of the Common Stock for the account of
the Participant on the Investment Date which relates to that Pricing
Period. Optional cash deposits may be made with a check or money order
made payable to "First Union National Bank of N.C." Wire transfers may
be made; wiring instructions can be obtained from the Plan
Administrator.

NO INTEREST WILL BE PAID BY THE COMPANY OR THE PLAN ADMINISTRATOR ON
OPTIONAL CASH DEPOSITS HELD PENDING INVESTMENT OR RETURNED. OPTIONAL
CASH DEPOSITS DO NOT CONSTITUTE DEPOSITS OR SAVINGS ACCOUNTS AND ARE NOT
INSURED BY THE FEDERAL DEPOSIT INSURANCE CORPORATION OR ANY OTHER
GOVERNMENTAL AGENCY OR INSTRUMENTALITY.

In order for payments to be invested on the Investment Date, in
addition to the receipt of funds prior to the commencement of a Pricing
Period, the Plan Administrator must be in receipt of an Authorization
Card or a B&N Form, as appropriate.

Dividends on Shares Held in Plan
withholding tax) will be credited to your Plan account. Dividends are
paid on both full and fractional shares held in your account and are
automatically reinvested.

Account Statements

Each Participant will receive a statement of their account as soon as
practicable after each Investment Date. The statements will contain a
report of all transactions since the last statement, including
information with respect to the number of shares allocated to the
account, the amount of dividends received which are allocable to the
Participant, the amount of Common Stock purchased therewith and the
price paid. These statements are a continuing record of the cost of
shares purchased and should be retained for income tax purposes.

In addition, each Participant will receive, from time to time,
communications sent to every other holder of the Common Stock.

Each Participant will receive annually Internal Revenue Service
information (on Form 1099) for reporting dividend income received.

Certificates for Shares

The Certificates for shares purchased for a Participant's account will
be held in the name of the Plan Administrator or its nominee. The
number of shares purchased will be shown on the monthly statement of
account. This feature permits ownership of fractional shares, protects
against loss, theft or destruction of stock certificates, and reduces
the costs of the Plan. Certificates for any number of whole shares
credited to a Participant's account will be issued in their name upon
written request to the Plan Administrator. Certificates for fractional
shares will not be issued. Should a Participant want their
certificates issued in a different name, such Participant must notify
the Plan Administrator in writing and comply with applicable transfer
requirements. If a Participant wishes to sell any whole shares credited
to their account under the Plan, they will have the option of either
(i) receiving a certificate for such whole number of shares or
(ii) requesting that such shares held in their account be sold, in which
case the shares will be sold on the open market as soon as practicable.
Brokerage commissions on such sales will not be paid by the Company, and
will be deducted from the sales proceeds. See "Termination of
Participation." If a Participant wishes to pledge shares credited to
their account, they must first have the certificate for those shares
issued in their name.

Withdrawal of Shares in Plan Accounts

by a Participant by notifying the Plan Administrator in writing,
specifying the number of shares to be withdrawn. A stock certificate
for the number of whole shares of the Common Stock so withdrawn will be
issued to and registered in the name of the Participant. In no case
will certificates be issued for fractional share interests credited to a
Participant's Plan account. Upon termination of participation in the
Plan, a Participant will receive a check for the value of any fractional
share interests, less the Participant's share of any related brokerage
commissions and any applicable transfer taxes.

If the Participant has authorized "Full Dividend Reinvestment," cash
dividends with respect to shares withdrawn from a Participant's account
will continue to be reinvested unless such Participant sends the Plan
Administrator a new Authorization Card specifying that reinvestment be
discontinued on those shares. If, however, cash dividends with respect
to only a portion of the shares registered in a Participant's name are
being reinvested, the Plan Administrator will continue to reinvest
dividends on only the number of shares specified by the Participant on
the Authorization Card unless a new Authorization Card specifying a
different number of shares is delivered.

Even if a Participant sells or transfers all of the shares of the
Common Stock registered in the Participant's name, the Plan
Administrator will continue to reinvest dividends on the Plan Shares
held for the Participant's Plan account until a written request for
withdrawal from the Plan is received from the Participant. A
Participant must maintain a balance in the Participant's Plan account in
order to continue to participate in the Plan.

Termination of Participation

Participants may discontinue reinvestment of dividends under the Plan
with respect to any of their shares (including shares held in the Plan)
at any time by notifying the Plan Administrator in writing. A notice of
termination received by the Plan Administrator after the record date for
an Investment Date will not be effective until the next following
Investment Date.

If a Participant notifies the Plan Administrator of termination of
participation in the Plan with respect to all of their shares, or if a
Participant's participation in the Plan is deemed to have been
terminated or is terminated by the Company, such Participant may elect
either (i) to receive a certificate for whole shares credited to their
account under the Plan or (ii) to request that any shares held in their
account be sold, in which case the shares will be sold on the open
market as soon as practicable. In either case the Participant will be
sent a check representing the value of any fractional share computed on
Common Stock as reported on the New York Stock Exchange on the date
their account is terminated. Brokerage commissions on sales will not be
paid by the Company, and will be deducted from the sales proceeds. In
addition, if a Participant terminates participation in the Plan with
respect to all of their shares, they will be subject to a service charge
imposed by the Plan Administrator, which will not be paid by the
Company. If the Company terminates the Plan, the Participant will
receive a certificate for the number of whole shares credited to their
account under the Plan and a check for the value of any fractional share
(computed as described in the preceding paragraph).

A participant who changes his address must promptly notify the Plan
Administrator. If a participant moves his residence to a state where
shares offered pursuant to the Plan are not registered or exempt from
registration under applicable securities laws, the Company may deem the
participant to have terminated participation in the Plan.

Voting of Shares Held Under the Plan

Each Participant will be able to vote all shares of Common Stock
(including fractional shares) credited to their account under the Plan
at the same time that they vote the shares registered in their name on
the records of the Company.

Stock Dividends, Stock Splits and Rights Offerings

Any stock dividends or splits distributed by the Company with respect
to shares held in the Plan for each Participant will be credited to his
or her Plan account. If the Company issues to its shareholders rights
to subscribe to additional shares, such rights will be issued to
Participants based on his or her total share holdings, including shares
held in his or her Plan account.

Responsibility of the Plan Administrator and the Company Under the Plan

First Union, as the Plan Administrator, will not be liable for any
claim based on an act done in good faith or a good faith omission to
act. This includes, without limitation, any claim of liability arising
out of failure to terminate a participant's account upon a participant's
death, the prices at which shares are purchased, the times when
purchases are made, or fluctuations in the market price of Common Stock.

All notices from the Plan Administrator to a participant will be
mailed to the participant at his last address of record with the Plan
Administrator, which will satisfy the Plan Administrator's duty to give
notice. Participants must promptly notify the Plan Administrator of any
change in address.
Plan Administrator can provide any assurance of a profit or protection
against loss on any shares purchased under the Plan.

Interpretation and Regulation of the Plan

The Company reserves the right, without notice to participants, to
interpret and regulate the Plan as it deems necessary or desirable in
connection with its operation. Any such interpretation and regulation
shall be conclusive.

Change in or Discontinuance of the Plan

While the Company hopes to continue the Plan indefinitely, it reserves
the right to suspend or discontinue the Plan at any time, including the
period between a dividend record date and the related dividend payment
date. It also reserves the right to make modifications to the Plan,
including the right to change the discount rate, or to suspend or
discontinue the discount. Under no circumstances will the discount rate
exceed 5%. Participants will be notified of any such suspension,
discontinuance or material modification. The Company also reserves the
right to terminate any Participant's participation in the Plan at any
time.

Federal Income Tax Consequences of Participation in the Plan

The following discussion summarizes the principal federal income tax
consequences, under current law, of participation in the Plan. It does
not address all potentially relevant federal income tax matters,
including consequences peculiar to persons subject to special provisions
of federal income tax law (such as tax-exempt organizations, insurance
companies, and foreign persons). The discussion is based on various
rulings of the Internal Revenue Service regarding several types of
dividend reinvestment plans. No ruling, however, has been issued or
requested regarding the Plan. The following discussion is for general
information only, and Participants must consult their own tax advisors
to determine the particular tax consequences that may result from
participation in the Plan and the disposition of any shares purchased
pursuant to the Plan.

Reinvested Dividends. Participants in the Plan will be treated for
federal income tax purposes as having received, on the dividend payment
date, a distribution in an amount equal to the fair market value on that
date of the shares acquired with reinvested dividends (plus a pro rata
portion of any brokerage cost incurred in open market purchases of the
shares). Such shares will have an initial tax basis equal to the same
amount. For federal income tax purposes, the fair market value of
shares acquired with reinvested dividends under the Plan should be equal
shares, rounded to the nearest eighth of a dollar, on the dividend
payment date. It should be noted that the fair market value on the
dividend payment date is likely to differ from the Market Price. The
amount treated as a distribution will constitute a dividend for federal
income tax purposes to the same extent that a cash distribution would be
so treated. The holding period for a share of Common Stock (including a
fractional share) generally will begin on the day after the dividend
payment date that the share was acquired. The holding period of a whole
share resulting from the acquisition of two or more fractional shares on
different dividend payment dates normally will be split between the
holding periods of the fractional components comprising the whole share.

Optional Cash Payments. Participants will be treated as having received
a distribution upon the purchase of shares with an optional cash deposit
in an amount equal to the excess, if any, of the fair market value of
the shares on the date on which they were acquired (plus a pro rata
portion of any brokerage cost incurred in open market purchases of the
shares) over the amount of the optional cash deposit. Such shares will
have an initial tax basis equal to the amount of the deposit plus the
excess, if any, of the fair market value of the shares purchased over
the amount of the deposit. The fair market value on an acquisition date
is likely to differ from the Market Price. The amount treated as a
distribution will constitute a dividend for federal income tax purposes
to the same extent that a cash distribution would be so treated. The
holding period for a share of Common Stock (including a fractional
share) generally will begin on the day after the dividend payment date
that the share was acquired. The holding period of a whole share
resulting from the acquisition of two or more fractional shares on
different dividend payment dates normally will be split between the
holding periods of the fractional components comprising the whole share.

Receipt of Share Certificates and Cash. A Participant will not realize
any taxable income other than that described above upon the mere receipt
of certificates for whole shares credited to the Participant's account,
either upon the Participant's request for certain of those shares or
upon termination in the Plan. A Participant will realize gain or loss
upon the sale or exchange of shares acquired under the Plan. A
Participant will also realize gain or loss upon receipt, following
termination of participation in the Plan, of a cash payment for any
fractional share interests credited to the Participant's account. The
amount of any such gain or loss will be the difference between the
amount that the Participant received for the shares or fractional share
interests (net of any applicable fees or expenses) and the tax basis
thereof.


The Common Stock sold under the Plan is being distributed directly by
the Company rather than through an underwriter, broker or dealer. There
will be no brokerage commissions or other fees charged to Participants
in connection with purchases of the Common Stock made directly through
the Company under the Plan. Participants will be charged a pro rata
portion of brokerage costs for shares purchased in the open market. Upon
withdrawal by a Participant from the Plan by the sale of the Common
Stock held under the Plan, the Participant will receive the proceeds of
such sale less any related brokerage commissions and any applicable
transfer taxes.

Persons who satisfy the eligibility requirements for participation in
the Plan, including brokers or dealers, will be permitted to purchase
additional shares through optional cash deposits at a discount from the
Market Price (as defined above) subject to the applicable $50 minimum
and $10,000 maximum purchase limitations per month.

The Common Stock may not be available under the Plan in all states.
This Prospectus does not constitute an offer to sell, or a solicitation
of an offer to buy, any shares of the Common Stock or other securities
in any state or any other jurisdiction to any person to whom it is
unlawful to make such offer in such jurisdiction.

Indemnification of Directors and Officers of the Company

Directors and officers of the Company shall be indemnified against
liabilities, fines, penalties, and claims imposed upon or asserted
against them, except for matters as to which they are liable because of
willful misconduct or a knowing violation of the criminal law, as
provided in the Company's Articles of Incorporation and the Virginia
Stock Corporation Act. This indemnification covers all costs and
expenses reasonably incurred by a director or officer. In addition, the
Virginia Stock Corporation Act and the Company's Articles of
Incorporation may, under certain circumstances, eliminate the liability
of directors and officers in a shareholder or derivative proceeding.

Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers, or
controlling persons of the Company pursuant to the foregoing provisions,
the Company has been informed that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the 1933 Act and is therefore unenforceable. In the event
that a claim for indemnification against such liabilities is asserted by
such director, officer or controlling person in connection with the
securities being registered, the Company will, unless in the opinion of
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the 1933
Act and will be governed by the final adjudication of such issue.

Experts

The financial statements and schedules of Resource Mortgage Capital,
Inc. appearing in the Company's Annual Report amended as reflected in
the Form 10-K\A for the year ended December 31, 1992, have been audited
by KPMG Peat Marwick, independent certified public accountants, as set
forth in their report included therein and incorporated herein by
reference. Such financial statements and schedules are incorporated
herein in reliance upon the reports of KPMG Peat Marwick pertaining to
such financial statements (to the extent covered by consents filed with
the Securities and Exchange Commission) and upon the authority of such
firm as experts in auditing and accounting.

Address of the Plan Administrator

Authorization cards, optional cash payments, changes in name, address
or investment options, notices of termination and requests for refunds
of payments to purchase shares, certificates or the sale of shares held
in the Plan should be directed to:

First Union National Bank of North Carolina
Shareholder Services Group
230 South Tryon Street, 10th Floor
Charlotte, North Carolina 28288-1154

or call (800) 829-8432.

Inquiries Regarding the Plan

Please address questions about the Plan and your participation to:

Resource Mortgage Capital, Inc.
10500 Little Patuxent Parkway, Suite 650
Columbia, Maryland 21044
Attention: Investor Relations

or call (410) 715-2000.
PAGE

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Registration Fee $ 10,043
*Legal Fees and Expenses 5,000
*Accounting Fees and
Expenses 3,500
*Blue Sky Qualifications
and Expenses 3,000
*New York Stock Exchange
Listing Fee 3,500
*Printing 1,000
*Miscellaneous 1,000

TOTAL $27,043
=======

- ---------------
*Estimated

Item 15. Indemnification of Directors and Officers

The Virginia Stock Corporation Act and the Company's Articles
of Incorporation provide for indemnification of the Company's
directors and officers in a variety of circumstances, which may
include liabilities under the Securities Act of 1933. The
Company's Articles of Incorporation require indemnification of
directors and officers with respect to certain liabilities,
expenses, and other amounts imposed on them by reason of having
been a director or officer, except in the case of willful
misconduct or a knowing violation of criminal law. The Company
also carries insurance on behalf of directors, officers, employees
or agents which may cover liabilities under the Securities Act of
1933. In addition, the Virginia Stock Corporation Act and the
Company's Articles of Incorporation eliminate the liability of a
director or officer of the Company in a shareholder or derivative
proceeding except in the event of willful misconduct or a knowing
violation of the criminal law or of federal or state securities
laws.
PAGE

3.1 - Articles of Incorporation (incorporated herein by
reference to (i) Amendment No. 2 of the Company's
Registration Statement on Form S-11 (No. 33-19261)
dated February 4, 1988 and (ii) the Company's Current
Report on Form 8-K dated December 27, 1989).

3.2 - Bylaws (incorporated herein by reference to (i)
Amendment No. 2 of the Company's Registration
Statement on Form S-11 (No. 33-19261) dated February
4, 1988 and (ii) Annual Report on Form 10-K dated
December 31, 1992).

5.1 - Opinion of Venable, Baetjer and Howard.

24.1 - Consent of KPMG Peat Marwick.

24.2 - Consent of Venable, Baetjer and Howard (included in
Exhibit 5.1).

25.1 - Power of Attorney relating to subsequent amendments
(contained on page II-4 hereof).

99.1 - Letter to shareholders with respect to Dividend
Reinvestment and Stock Purchase Plan


Item 17. Undertakings

(a) The undersigned Registrant hereby undertakes as follows:

1. To file, during any period in which offers or sales
are being made, a post-effective amendment to this
registration statement.

(i) To include any prospectus required by section
10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or
events arising after the effective date of
the registration statement (or the most
recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in the registration
statement;

(iii) To include any material information with
respect to the plan of distribution not
previously disclosed in the registration
information in the registration statement;

provided, however, that paragraphs (a)(1)(i) and
(a)(1)(ii) do not apply if the information required to
be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by
the registrant pursuant to Section 13 or Section 15(d)
of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration
statement.

2. That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.

3. To remove from registration by means of a post-
effective amendment any of the securities being
registered which remain unsold at the termination of
the offering.

(b) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report
pursuant to Section 13(a) of 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that
is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
PAGE

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Columbia, and the State of
Maryland, on January 28, 1994.

RESOURCE MORTGAGE CAPITAL, INC.


By Thomas H. Potts
-------------------
Thomas H. Potts
President


Each person whose signature appears below does hereby make, constitute
and appoint Thomas H. Potts and Lynn K. Geurin, and each of them, his
true and lawful attorney with full power of substitution to execute,
deliver and file with the Securities and Exchange Commission, for and on
his behalf, and in his capacity or capacities as stated below, any
amendment (including post-effective amendments) to the Registration
Statement with all exhibits thereto, making such changes in the
Registration Statement as the Registrant deems appropriate.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in
the capacities indicated on January 28, 1994.


Thomas H. Potts President and Director (Prin-
- -------------------------------
Thomas H. Potts cipal Executive Officer)

Lynn K. Geurin Secretary and Treasurer
- -------------------------------
Lynn K. Geurin (Principal Financial and
Accounting Officer)

J. Sidney Davenport, IV Executive Vice President and
- -------------------------------
J. Sidney Davenport, IV Director

Richard C. Leone Director
- -------------------------------
Richard C. Leone

Paul S. Reid Director
- -------------------------------
Paul S. Reid

Donald B. Vaden Director
- -------------------------------
Donald B. Vaden
PAGE

Exhibit

5.1 Opinion of Venable, Baetjer and Howard

24.1 Consent of KPMG Peat Marwick

99.1 Letter to Shareholders with respect
to Dividend Reinvestment and Stock
Purchase Plan

PAGE


January 28, 1994



Resource Mortgage Capital, Inc.
10500 Little Patuxent Parkway
Columbia, Maryland 21044

Resource Mortgage Capital, Inc.
Registration Statement on Form S-3

Dear Sirs:

We have acted as counsel to Resource Mortgage Capital, Inc., a
Virginia corporation (the "Company"), in connection with its
Registration Statement on Form S-3 (the "Registration Statement"), filed
under the Securities Act of 1933, as amended (the "Act"), relating to
the registration of 1,000,000 shares of its Common Stock, $.01 par
value, to be issued pursuant to the Company's Dividend Reinvestment and
Stock Purchase Plan.

In that connection, we have examined originals or copies of such
documents, corporate records and other instruments as we have deemed
necessary or appropriate for purposes of this opinion, including the
Articles of Incorporation, as amended, and By-laws of the Company. We
have assumed without independent verification the genuineness of
signatures, the authenticity of documents, and the conformity with
originals of copies.

Based upon the foregoing, we are of opinion that the shares being sold
by the Company, when issued and sold in accordance with the terms of the
Company's Dividend Reinvestment and Stock Purchase Plan described in the
Registration Statement, will be validly issued, fully paid and
non-assessable.

We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.

By giving the foregoing consent, we do not admit that we come within
the category of persons whose consent is required under Section 7 of the
Act.

Very truly yours,


Venable, Baetjer & Howard
PAGE


Accountant's Consent


The Board of Directors
Resource Mortgage Capital, Inc.:

We consent to the use of our reports incorporated by reference herein
and to the reference to our firm under the heading "Experts" in the
prospectus.



KPMG PEAT MARWICK

Baltimore, Maryland
January 28, 1994PAGE
Exhibit 99.1

January 28, 1994


Dear Shareholder:

We appreciate your choice of Resource Mortgage Capital, Inc. to help
meet your financial goals and we are proud of the confidence you have
placed in us. In the enclosed Prospectus you will find detailed
information about the Company's Dividend Reinvestment and Stock Purchase
Plan.

The Plan provides you with a convenient and economical way to reinvest
cash dividends and optional cash deposits in additional shares of the
Company's common stock purchased automatically through the Plan
Administrator at a discount, in most cases, to the market price; as of
the date of the Prospectus, the discount is 3%. See the section entitled
"The Plan" within the Prospectus. First Union National Bank of North
Carolina ("First Union"), the transfer agent, acts as the Plan
Administrator for participating shareholders.

Here are answers to a few commonly-asked questions about the Company's
dividend reinvestment plan. Please read the enclosed Prospectus
carefully before deciding whether to participate. Each shareholder
currently participating in the Plan will continue to participate without
any further action required on his or her part.

What is the Dividend Reinvestment and Stock Purchase Plan?

As a shareholder in the Company, you have the opportunity to re-invest
your cash dividends in additional shares of the common stock at a
discount, in most cases, from the market price. This service is offered
by the Company for your benefit through First Union, the dividend
disbursing agent for the Company. To supplement your stock
acquisitions, you may also send additional cash payments to First Union
prior to each dividend payment date ("Investment Date").

What options are available?

The Authorization Card provides for the purchase of additional shares
of the Company's common stock through the following investment options:

(1) Full Dividend Reinvestment - the Plan Administrator will apply
any cash dividends on all shares of the common stock registered in your
name, together with any optional cash deposits, toward the purchase of
additional shares of the common stock.

(2) Partial Dividend Reinvestment - the Plan Administrator will
apply any cash dividends on only the number of participating shares you
deposits, toward the purchase of additional shares of the Common Stock.

(3) Optional Cash Deposits Only - you will continue to receive any
cash dividends on shares of the Common Stock registered in your name,
and the Plan Administrator will apply only optional cash deposits
received from you toward the purchase of additional shares of the Common
Stock.

The Company retains the right to limit the amount of optional cash
deposits it accepts for investment during any month if the amount of
such optional cash deposits exceeds the amount that the Company
believes, in its sole discretion, it can invest in a timely manner. In
such case, each optional cash deposit of each Participant would be
reduced by the same percentage and promptly returned without interest.

Can I change my options?

Yes. Participants may change their investment options at any time by
requesting a new Authorization Card and returning it to First Union at
the address listed on the back of the card.

How does the plan work?

All you have to do is enroll. Once you have enrolled, First Union
will automatically reinvest your dividends. Each dividend period, First
Union will purchase shares of Resource Mortgage at a discount to the
current market price with your dividend and, up to the Company's limit,
any additional cash payments you send them. Shares purchased for you,
including fractional shares, will be credited to your account.

Certificates for shares purchased under the Plan will be held by First
Union, at no cost to you, until you request delivery of the
certificates to you.

How do I enroll?

All shareholders of the Company are eligible. If you hold shares of
Resource Mortgage in your own name, complete the Authorization Card in
the back of the enclosed prospectus and mail it to First Union at the
address provided on the card to enroll. Stockholders previously
enrolled in the Plan will continue to participate without any further
action required on their part.

If your stock is registered in a name other than your own (e.g., in
the name of a broker or bank nominee) and you want to participate in the
Plan, you may request that your broker or nominee enroll on your behalf.
Participants whose shares are registered in the name of their broker or
nominee must verify for themselves the extent to which the broker or
nominee will provide all of the services and features of the Plan
directly to the Participant. All communications regarding the Plan by
these shareholders must be made directly to the broker or nominee. See
further details.

Is there a cost to participate?

Resource Mortgage will pay all costs relating to the administration
and maintenance of the Dividend Reinvestment and Stock Purchase Plan.
There will be no brokerage commission on shares issued by and purchased
from the Company. For shares purchased on the open market, you will pay
a pro rata portion of brokerage commissions each dividend period.

Whom should I contact for additional information?

If you hold shares in your own name, questions pertaining to the
Dividend Reinvestment Plan should be directed to:

First Union National Bank of North Carolina
Shareholder Services Group
230 South Tryon Street
10th Floor
Charlotte, North Carolina 28288-1154

(800) 829-8432

If your shares are not held in your name, contact your brokerage firm,
bank or other nominee for more information.

Questions pertaining to Resource Mortgage Capital, Inc. should be
directed to:

Investor Relations
Resource Mortgage Capital, Inc.
10500 Little Patuxent Parkway, Suite 650
Columbia, MD 21044

(410) 715-2000

Please take a few moments to consider carefully the advantages of
enrolling in this program.

Sincerely,



Thomas H. Potts
President


(..continued)