Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

May 16, 1997

Documents

AMENDMENT TO ARTICLES OF INCORPORATION

Published on May 16, 1997








ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
RESOURCE MORTGAGE CAPITAL, INC.

1. The name of the corporation is Resource Mortgage Capital, Inc.

2. The first sentence of Article I shall be deleted and in place
thereof shall be the following sentence:

The name of the corporation is Dynex Capital, Inc. (the
"Corporation").

3. This amendment to the Articles of Incorporation was proposed by the
Board of Directors and submitted to the shareholders for approval in accordance
with Section 13.1-707 of the Virginia Stock Corporation Act at the annual
meeting on April 24, 1997.

4. The designation, number of outstanding shares and number of votes
entitled to be cast by each voting group entitled to vote separately on the
amendment are as follows:




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

Designation of
Voting Group
Entitled Number of Shares Number of Votes
to Vote Separately Outstanding Entitled to be Cast
- ----------------------------------------------------------------------

Holders of Common Stock - Common Stock -
Common Stock 20,822,465 20,822,465
- ----------------------------------------------------------------------


5. There were 18,759,383 undisputed votes cast by the holders of the
Company's common stock in favor of the amendment and these votes were sufficient
for approval of the amendment.

6. The effective date of this amendment is April 25, 1997 at 5:00 p.m.

IN WITNESS WHEREOF, the undersigned President of the Corporation has
executed these Articles of Amendment on behalf of the Corporation.

Dated: April 24, 1997 RESOURCE MORTGAGE CAPITAL, INC.



By: /S/ Thomas H. Potts
Thomas H. Potts
President