8-A12G: Form for registration of a class of securities pursuant to Section 12(g)

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

__________

FORM 8-A/A
(Amendment No. 1)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934


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


Virginia 52-1549373
(State of Incorporation or Organization) (I.R.S.
Employer Identification Number)

4880 Cox Road
Glen Allen, Virginia 23060
(Address of principal executive offices) (zip
code)

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


If this Form relates to the registration If this Form relates to the
registration
of a class of debt securities and is of a class of debt securities and is
to
effective upon filing pursuant to become effective simultaneously with
the
General Instruction A(c)(1) please effectiveness of a concurrent
registration
check the following box. ______ statement under the Securities Act of
1933
pursuant to General Instruction
A(c)(2)
please check the following box.
______

Securities to be registered pursuant to Section 12(b) of the Act:

Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered

None None

Securities to be registered pursuant to Section 12(g) of the Act:

Series C Cumulative Convertible Preferred Stock, par value $.01 per share
(Title of class)

Item 1. Description of Registrant's Securities to be Registered.

A full description of the Registrant's Series C Cumulative Convertible
Preferred Stock, $.01 par value per share, will be contained in a Rule 424(b)
Prospectus Supplement filed hereafter supplementing the Registrant's
Registration Statement on Form S-3, No. 33-50705, which became effective on
February 2, 1994, which Prospectus Supplement shall be deemed to be incorporated
herein by reference.

Item 2. Exhibits.

I. A.1. Articles of incorporation as amended (incorporated herein by
reference to the Company's Registration Statement on Form S-3 (No. 33-53494)
dated October 20, 1992).

A.2. Amendment to Articles of Incorporation (incorporated herein by
reference to the Company's Report on Form 8-K dated June 26, 1995).

A.3. Amendment to Articles of Incorporation (incorporated herein by
reference to the Company's Report on Form 8-K dated October 19, 1995).

A.4. Form of Amendment to Articles of Incorporation establishing
Series C Cumulative Convertible Preferred Stock.

A.5. Form of Amendment to Articles of Incorporation with regard to
par value of the Company's Preferred Stock.

B. Form of Certificate for the Series C Cumulative Convertible
Preferred Stock.

C. Amended 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) the Company's Annual Report on Form 10-K dated
December 31, 1992).


SIGNATURE


Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.

RESOURCE MORTGAGE CAPITAL, INC.



Date: October 10, 1996 By: /s/ STEPHEN BENEDETTI
Stephen Benedetti
Vice President