S-3D: Automatically effective registration statement for securities issued pursuant to dividend or interest reinvestment plans

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. 33-52071

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.

A wire transfer in the amount of $8,169, in payment of the required
registration fee, is being sent to 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. 33-52071
on Form S-3 as it relates to previously registered but unsold shares.
Registration Statement No. 33-52071 was filed with the Securities and
Exchange Commission on January 28, 1994.

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,

/s/ Thomas H. Potts
Thomas H. Potts
President
Enclosures
cc: Elizabeth R. Hughes, Esq. (w/encl.)As filed with the Securities
and Exchange Commission on July 29, 1996.

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

4880 Cox Road
Glen Allen, Virginia 23060
(804) 967-5800

(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

Thomas H. Potts
President
Resource Mortgage Capital, Inc.
4880 Cox Road
Glen Allen, Virginia 23060
(804) 967-5800
(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, LLP
1800 Mercantile Bank and Trust Bldg.
2 Hopkins Plaza
Baltimore, Maryland 21201
(410) 244-7400
- - --------------------Approximate date of commencement of proposed sale to the
public: From time to time 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. 33-52071 on Form S-3 filed by Registrant on January 28,
1994.

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

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.

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering.

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
--------------------

CALCULATION OF REGISTRATION FEE


Title of Securities
Being Registered

Amount Being
Registered
Proposed Maximum
Price Per Unit (1) Proposed Maximum
Aggregate Offering Price (1)
Amount of
Registration Fee (2)

Common Stock
($0.01 par value) 1,000,000 shares $23.6875 $23,687,500 $8,169

(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 July 23, 1996.

The within Prospectus covers the 1,000,000 shares of Common Stock being
registered hereunder, plus the 28,374 shares of Common Stock
registered by Registrant under Registration Statement No. 33-52071 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. 33-52071 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"), Series A Cumulative Convertible
Preferred Stock (the "Series A Preferred Stock"), and Series B Cumulative
Convertible Preferred Stock (the "Series B Preferred Stock") with a convenient
and economical method of investing cash dividends and optional cash deposits in
shares of the Common Stock at a discount, in most cases, to the market price.
Hereinafter, the Common Stock, the Series A Preferred Stock and the Series B
Preferred Stock will be referred to collectively as the Common and Preferred
Stock. A Participant in the Plan may purchase shares of the Common Stock from
the Company by: (i) reinvesting some or all cash dividends paid on shares of the
Common and Preferred Stock; or (ii) making optional cash deposits subject to a
minimum purchase limit of $50 and a maximum purchase limit of $30,000 for each
quarter, whether or not the Participant's dividends are being reinvested. The
price to be paid for such 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 1,028,374 authorized and unissued shares of the
Common Stock registered for sale under the Plan. Participants should retain this
Prospectus for future reference.

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,
1995.

2.The Company's Quarterly Report on Form 10-Q for the quarter ended March
31, 1996 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 exhibits,
if any, to those documents. Mail your request to Resource Mortgage Capital, Inc.
at the address listed on the cover of this prospectus or call (804) 967-5800.

The date of this Prospectus is July 29, 1996.


The Company

Resource Mortgage Capital, Inc. (the "Company") is a self-managed real
estate investment trust that originates, services, securitizes and invests in
mortgage loans and securities. The Company's strategy is to use its operations,
which include multi-family and manufactured housing lending, to create
investments for its portfolio. The Company's principal sources of earnings are
net interest income on its mortgage investment portfolio and the interest spread
realized while the loans are being accumulated for securitization or sale.

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 located 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, and the Commission's Regional Offices at 7
World Trade Center, New 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. Electronic registration statements filed
through the Electronic Data Gathering, Analysis, and Retrieval system are
publicly available through the Commission's Web site (http://www.sec.gov).

The Plan

The Plan provides eligible holders of the Common and Preferred Stock with a
convenient and economical method of investing cash dividends and optional cash
deposits in 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 and Preferred 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 and Preferred Stock automatically
reinvested in shares of the Common Stock (see "Eligibility" below).

Each quarter, Participants may elect to invest optional cash deposits in
shares of the Common Stock, subject to a minimum per quarter purchase limit of
$50 and a maximum per quarter purchase limit of $30,000. Participants may make
optional cash deposits even if dividends on their shares of the Common and
Preferred Stock are not being reinvested.

The Company retains the right to limit the amount of optional cash deposits
it accepts for investment during any quarter 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

A plan administrator (the "Plan Administrator") will administer 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 and Preferred Stock.

Eligibility

Two types of stockholders are eligible to be "Participants": (a)
stockholders whose shares of the Common and Preferred 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 and Preferred
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 prior to the record
date established for a particular Investment 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 ("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 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, 11th Floor
Charlotte, North Carolina 28288-1153

or call (800) 829-8432.

Options

The Authorization Card provides for the purchase of 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 and Preferred Stock then or
subsequently registered in the Participant's name, including all whole and
fractional Plan Shares (as hereinafter defined) and any dividends on all Plan
Shares, together with any optional cash deposits, toward the purchase of 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 and Preferred 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 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 and Preferred
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 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 quarter 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 above.


Costs

Participants in the Plan pay no service charges or other fees for enrolling
and participating in the Plan. All costs of administration of the Plan accounts
are paid by the Company. The Company will bear the cost of any brokerage
commission associated with purchasing shares 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
below) when the closing price of the stock on the first day of the Pricing
Period is equal to or greater than $16.00 per share. If the closing price of the
Common Stock on the first day of the Pricing Period is less than $16.00 per
share, no discount will apply, and the price per share of the Common Stock
purchased from the Company will be 100% of the Market Price. The current 3%
discount rate is subject to change at any time by the Company. In no event,
however, will the discount rate exceed 5%. "Investment Date" means the date on
which dividends are paid each quarter. The period encompassing the 12 Trading
Days prior to the Investment Date of each quarter constitutes the relevant
"Pricing Period." A "Trading Day" means a day on which the NYSE is open for
trading.

As of the date of this prospectus, "Market Price" means:

(A) when the closing price of the Common Stock on the first day of the Pricing
Period is equal to or greater than $16.00 per share, the highest of the
following series of prices as quoted under the NYSE composite transaction:
(1) the average of the high and low sales prices of the Common
Stock on the first day of the Pricing Period;
(2) the average of the daily closing prices of the Common Stock
during the Pricing Period;
(3) the average of the high and low sales prices of the Common
Stock on the last day of the Pricing Period.

(B) when the closing price of the Common Stock on the first day of the Pricing
Period is below $16.00 per share, the average of the daily closing prices of the
Common Stock, as quoted under the NYSE composite transaction, during the Pricing
Period.

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.
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. The Company will
bear the cost of any brokerage commissions associated with purchasing shares in
the open market. If on any Investment Date shares are purchased both from the
Company and in the open market, the total purchase price (and in turn any
discount from the Market Price) will be pro rated among all Participants
purchasing shares on such Investment Date.

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 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.

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 quarter. Each
quarter, the Plan Administrator, subject to certain limitations, will apply any
optional cash deposit received from a Participant prior to the seventh day of
the Pricing Period to the purchase of shares of the Common Stock on the
Investment Date immediately following such Pricing Period. Optional cash
deposits received after the seventh day of a Pricing Period will be invested on
the Investment Date immediately following the end of the next Pricing Period.

The Company retains the right to limit the amount of optional cash deposits
it accepts for investment during any quarter 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.

A broker, bank or other nominee, as holder of shares of the Common and
Preferred 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 quarter purchase
limit of $50 and a maximum per quarter purchase limit of $30,000. 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 $30,000 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
quarter.

Optional cash deposits will be invested in shares of the Common Stock each
quarter. 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 quarter 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

Dividends paid on shares held in the Plan (less any required 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 and Preferred 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 quarterly 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

Plan Shares credited to a Participant's account may be withdrawn 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 and
Preferred 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 the basis of the average of the high and low sales prices of the
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

Participants 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 of Common Stock 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 each Participant 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.

Participants should recognize that neither the Company nor the 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. Reinvested dividends will be treated as distributions to
Participants for Federal income tax purposes. The amount treated as a
distribution for shares acquired from the Company without a discount or on the
open market will equal the amount of cash otherwise payable to a Participant
(plus a pro rata portion of any brokerage cost). The amount treated as a
distribution for shares acquired from the Company with a discount will equal the
fair market value of the shares acquired for a Participant as calculated using
the average high and low sales price of the shares on the dividend payment date
rounded to the nearest eighth of a dollar. This amount is likely to differ from
the Market Price for the Pricing Period immediately preceding the related
dividend payment date that is used to determine the number of shares acquired by
the Participant. 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 initial income tax basis of the acquired shares will
equal the amount treated as a distribution. The holding period of acquired
shares generally will begin on the day after the dividend payment date and the
holding period of whole shares resulting from the purchase 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 Payment. If the fair market value of shares acquired with a
Participant's optional cash payment (plus a pro rata portion of any brokerage
costs incurred in open market purchases of the share) exceeds the amount of the
optional cash payment, then such excess will be treated as a distribution to the
Participant for Federal income tax purposes. The fair market value of the shares
is determined on the acquisition date and is likely to differ from the Market
Price for the Pricing Period immediately preceding the related dividend payment
date that is used to determine the number of shares acquired by the Participant.
Any 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 initial income tax basis of the acquired shares will equal the
amount of the optional cash payment plus any amount treated as a distribution.
The holding period of acquired shares generally will begin on the day after the
dividend payment date and the holding period of whole shares resulting from the
purchase of two or more fractional shares on different dividend payment dates
normally will be split between the holding period of the fractional components
comprising the whole share.

Receipt of Share Certificates and Cash. A Participant will not realize any
taxable gain or loss from the receipt of share certificates representing whole
shares credited to the Participant's account. A Participant will realize gain or
loss upon the receipt of any cash payments following termination of
participation in the Plan for any fractional share interests credited to the
Participant's account as well as upon the sale or exchange of shares acquired
under the plan. The amount of any such gain or loss will equal the difference
between the amount of cash that the Participant received (net of any applicable
fees or expenses) and the tax basis thereof.


Plan of Distribution

The Common Stock purchased under the Plan from the Company 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 or purchases made in the open market under the Plan. 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 shares through
optional cash deposits at a discount from the Market Price (as defined above)
subject to the applicable $50 minimum and $30,000 maximum purchase limitations
per quarter.

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 its counsel the matter has been settled by controlling precedent,
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 on Form 10-K for the year ended
December 31, 1995, have been audited by KPMG Peat Marwick LLP, independent
auditors, as set forth in their reports included therein and incorporated herein
by reference. Such financial statements and schedules have been incorporated by
reference herein in reliance upon the reports of that firm and upon the
authority of that 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, 11th Floor
Charlotte, North Carolina 28288-1153

or call (800) 829-8432.

Inquiries Regarding the Plan

Please address questions about the Plan and your participation to
Resource Mortgage Capital, Inc. at the address listed on the cover of
this prospectus or call (804) 967-5800.Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution

Registration Fee $8,169
*Legal Fees and Expenses 5,000
*Accounting Fees and Expenses 3,500
*Blue Sky Qualifications and Expenses 1,500
*New York Stock Exchange Listing and Application Fee 5,000
*Printing 7,500
*Miscellaneous 1,000

TOTAL $31,669

--------------------
*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.

Item 16. Exhibits

5.1 - Opinion of Venable, Baetjer and Howard, LLP.

23.1 - Consent of KPMG Peat Marwick LLP.

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

24.1 - Power of Attorney relating to subsequent amendments (contained
on signature page).

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

99.2 - Authorization Card 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.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of the
securities offered would not exceed that which was registered)
and any deviation from the low or high end of the estimated
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement;

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration
statement or any material change to such 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
with or furnished to the Commission 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.
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 Richmond, and the State of Virginia, on July 29, 1996.

RESOURCE MORTGAGE CAPITAL,INC.

By: /s/ 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 July 29, 1996.

/s/ Thomas H. Potts
Thomas H. Potts
President and Director
(Principal Executive Officer)

/s/ Lynn K. Geurin
Lynn K. Geurin
Secretary
(Principal Financial and
Accounting Officer)

/s/ J. Sidney Davenport, IV
J. Sidney Davenport, IV
Director

/s/ Richard C. Leone
Richard C. Leone
Director

/s/ Paul S. Reid
Paul S. Reid
Director

/s/ Donald B. Vaden
Donald B. Vaden
Director
EXHIBIT INDEX


Exhibit

5.1 Opinion of Venable, Baetjer and Howard, LLP

23.1 Consent of KPMG Peat Marwick LLP

23.2 Consent of Venable, Baetjer and Howard, LLP (included in Exhibit
5.1)

24.1 Power of Attorney relating to subsequent amendments (contained on
signature page)

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

99.2 Authorization Card with respect to Dividend Reinvestment and
Stock Purchase Plan
Exhibit 5.1


July 29, 1996



Resource Mortgage Capital, Inc.
4880 Cox Road
Glen Allen, Virginia 23060

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

Ladies and Gentlemen:

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, LLP
Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS


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 LLP


Richmond, Virginia
July 29, 1996
Exhibit 99.1

July 29, 1996


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 shares of the Company's common stock
purchased automatically through the Plan Administrator at a discount, in most
cases, to the market price. 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.

The Company has amended the plan to allow the holders of the Series A
Preferred Stock and the Series B Preferred Stock (as defined in the Prospectus)
to purchase shares of the Company's common stock through the Plan.

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 from the Common and Preferred Stock (as defined in the
Prospectus) in 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 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 and Preferred Stock registered in your
name, together with any optional cash deposits, toward the purchase of shares of
the common stock.

(2) Partial Dividend Reinvestment - the Plan Administrator will apply any
cash dividends on only the number of participating shares of the Common and
Preferred Stock you specify on the Authorization Card, together with any
optional cash deposits, toward the purchase of shares of the common stock.

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

The Company retains the right to limit the amount of optional cash deposits
it accepts for investment during any quarter 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 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's Common and Preferred Stock 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. 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 the section entitled "Enrollment" within the
prospectus for 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 or on
shares purchased in the open market.

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
11th Floor
Charlotte, North Carolina 28288-1153

(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 the Investor Relations Department at the address listed on
the cover of this prospectus or call (804) 967-5800.

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

Sincerely,



Thomas H. Potts
President

Exhibit 99.2

Revised 7/96
To Join the Plan:
(1) Complete this card. Be sure to include your social
security or tax identification number and signature.
(2) Detach card, stamp and mail. Reverse side of card is
self-addressed.

RESOURCE MORTGAGE CAPITAL, INC.
DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN
AUTHORIZATION CARD

I hereby appoint First Union National Bank of North Carolina (or any
successor) as my agent to receive cash dividends that may hereafter become
payable to me on shares of Common or Preferred Stock (as defined in the
Prospectus) of Resource Mortgage Capital, Inc. registered in my name as set
forth below, and authorize the Bank to apply such dividends, together with any
optional cash payments I may properly make, to the purchase of full shares and
fractional interests in shares of the Company's Common Stock.
I understand that the purchases will be made under the terms and conditions
of the Dividend Reinvestment and Stock Purchase Plan as described in the
Prospectus and that I may revoke this authorization by notifying First Union
National Bank of North Carolina, in writing, of my desire to terminate my
participation.
By signing below, I certify under penalty of perjury that: (1) The number
shown on this form is my correct taxpayer identification number; and (2) I am
not subject to backup withholding because (a) I am exempt from backup
withholding, or (b) I have not been notified by the Internal Revenue Service
that I am subject to backup withholding as a result of a failure to report all
interest or dividends, or (c) the IRS has notified me that I am no longer
subject to backup withholding.

Please indicate your participation below: Return this card only if you wish to
participate in the Plan.

Common Stock:
Full dividend reinvestment on all shares
Partial dividend reinvestment on ______ shares only
Optional cash deposits only
Not Applicable

Series A Preferred Stock:
Full dividend reinvestment on all shares
Partial dividend reinvestment on ______ shares only
Optional cash deposits only
Not Applicable

Series B Preferred Stock:
Full dividend reinvestment on all shares
Partial dividend reinvestment on ______ shares only
Optional cash deposits only
Not Applicable

Signature(s)
Signature(s)

Print name(s) as shown on stock certificate
Print P.O. Box and/or Street Address
Print City, State, Zip Code
Print your phone number
Date
Social Security Number or Tax ID Number



If your shares are held of record by a broker or nominee, you must make
appropriate arrangements with the broker or nominee to participate in the Plan.