8-K: Current report filing

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

____________


FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934


Date of Report (Date of earliest event reported): June 6, 1995


RESOURCE MORTGAGE CAPITAL, INC.
(Exact Name of Registrant as Specified in Charter)


Virginia 1-9819 52-1549373
(State or Other (Commission File Number) (IRS Employer
Jurisdiction of
Incorporation) Identification No.)

2800 East Parham Road, Richmond, Virginia 23228
(Address of Principal
Executive Offices) (Zip Code)


Registrant's telephone number, including area code: (804) 967-5800


Not Applicable
(Former Name or Former Address, if Changed Since Last Report)




Item 5. Other Events.

In March 1993, the Company was notified by the Securities and
Exchange Commission (the "Commission") that a formal order of
investigation had been issued to review trading activity in the
Company's stock during April and May of 1992. The staff of the
Commission has indicated that its investigation is now focused solely on
purchases made in April 1992 by Thomas H. Potts, President of the
Company. The staff has indicated that it believes that such purchases
were made in violation of Section 10(b) of the Securities and Exchange
Act of 1934 ("Act") because the staff believes Mr. Potts had information
about a possible future dividend increase when the purchases were made.
Mr. Potts has been a consistent purchaser of the Company's stock
throughout his tenure with the Company, has never sold shares of the
Company's stock and made the April 1992 purchases as a long term
investor. The staff of the Commission and Mr. Potts have agreed to a
proposed settlement of the matter, subject to the approval of the
Commission. Under the terms of the proposed settlement, Mr. Potts
would, without admitting or denying the Commission's allegations, agree
to (i) entry of an injunction permanently enjoining him from violating
Section 10(b) of the Act, (ii) pay a civil penalty of $41,500 under
Section 21A of the Act, and (iii) disgorge the implied profit on the
purchase of $82,500 plus interest. This settlement offer is currently
before the Commission for approval.

The Company concurs with Mr. Potts' decision to settle this matter
and has full confidence in Mr. Potts. The Company does not expect this
settlement to have any impact on the Company or the fulfillment of Mr.
Potts' responsibilities as President.


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be
signed on its behalf by the undersigned hereunto duly authorized.

RESOURCE MORTGAGE CAPITAL, INC.


June 6, 1995 By: Lynn K. Geurin
---------------
Lynn K. Geurin
President