EXHIBIT I.B.


NUMBER___ [FACE OF CERTIFICATE] SHARES_____
Resource Mortgage Capital, Inc.

INCORPORATED UNDER THE SEE REVERSE FOR
LAWS OF THE COMMONWEALTH CERTAIN DEFINITIONS
OF VIRGINIA
CUSIP 76121E 40 0


This certifies that [insert name of holder] is the record holder of
FULLY PAID AND NON-ASSESSABLE SHARES OF THE SERIES C CUMULATIVE CONVERTIBLE
PREFERRED STOCK, $.01 PAR VALUE, OF RESOURCE MORTGAGE CAPITAL, INC.
transferable on the books of the Corporation in person or by duly
authorized attorney upon surrender of this Certificate properly endorsed.
This Certificate is not valid unless countersigned by the Transfer Agent
and registered by the Registrar. Witness the facsimile seal of the
Corporation and the facsimile signatures of its duly authorized officers.

Dated: (SEAL)

/s/Thomas H. Potts
President

/s/Lynn K. Geurin
Secretary

Countersigned and Registered:

FIRST UNION NATIONAL BANK OF NORTH CAROLINA
(SEAL) (Charlotte, North Carolina)


By:
Transfer Agent and Registrar


Authorized Signature


[REVERSE SIDE OF CERTIFICATE]

TRANSFER RESTRICTIONS
THE TRANSFER OF THE SHARES REPRESENTED BY THIS CERTIFICATE IS
RESTRICTED. NO TRANSFER MAY BE MADE TO ANY PERSON (I) WHO IS A NONRESIDENT
ALIEN INDIVIDUAL OR FOREIGN ENTITY, (II) WHO IS AN ENTITY EXEMPT FROM
FEDERAL INCOME TAXATION THAT IS NOT SUBJECT TO TAX ON UNRELATED BUSINESS
TAXABLE INCOME (OR ANY PASS-THROUGH ENTITY IN WHICH SUCH A TAX-EXEMPT
ENTITY HOLDS OR IS PERMITTED TO HOLD AN INTEREST), OR (III) IF SUCH PERSON
OR GROUP OF PERSONS DIRECTLY OR THROUGH THE OPERATION OF CERTAIN
ATTRIBUTION RULES WOULD OWN IN EXCESS OF 9.8% OF THE CORPORATION'S
OUTSTANDING CAPITAL STOCK AFTER THE TRANSFER.
THE CORPORATION MAY REQUIRE EVIDENCE OF A PROPOSED TRANSFEREE'S STATUS
AND OWNERSHIP INTEREST BEFORE PERMITTING ANY TRANSFER AND MAY REDEEM ANY
SHARES HELD IN VIOLATION OF THE PRECEDING PARAGRAPH. THE CORPORATION WILL
FURNISH TO ANY STOCKHOLDER WITHOUT CHARGE A FULL STATEMENT OF THE TRANSFER
RESTRICTIONS UPON REQUEST TO THE SECRETARY OF THE CORPORATION AT ITS
PRINCIPAL OFFICE.
THE CORPORATION WILL FURNISH TO THE STOCKHOLDER INFORMATION REGARDING
THE DESIGNATIONS, RELATIVE RIGHTS, PREFERENCES, AND LIMITATIONS APPLICABLE
TO EACH CLASS OF ITS CAPITAL STOCK ON REQUEST AND WITHOUT CHARGE.

KEEP THIS CERTIFICATE IN A SAFE PLACE. IF IT IS LOST, STOLEN, OR
DESTROYED THE CORPORATION WILL REQUIRE A BOND OF INDEMNITY AS A CONDITION
TO THE ISSUANCE OF A REPLACEMENT CERTIFICATE.

The following abbreviations, when used in the inscription on the face
of this certificate, shall be constituted as though they were written out
in full according to applicable laws or regulations:

TEN COM--as tenants in common UNIF GIFT MIN ACT--
________Custodian______
TEN ENT--as tenants by the entireties (Cust) (Minor)
JT TEN--as joint tenants with right of Under Uniform Gift to
survivorship and not as Minors Act ________
tenants in common (State)
Additional abbreviations may be used though not in the above
list.

For value received, ____ hereby sell assign and transfer unto
_____________shares of the capital stock represented by the within
Certificate and do hereby irrevocably constitute and appoint _______
Attorney to transfer the said stock on the books of the within named
Corporation with full power of substitution in the premises.

Dated ____________.