EXHIBIT 1.A.5


ARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION

RESOURCE MORTGAGE CAPITAL, INC.



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

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

The number of shares of Preferred Stock that the
Corporation shall have authority to issue shall be
50,000,000 shares of Preferred stock with the par value of
$0.01 each.

3. This Amendment to the Articles of Incorporation was duly adopted by the
Board of Directors of the Corporation by unanimous consent dated October 4,
1996. In accordance with Sections 13.1-706.4 of the Virginia Stock Corporations
Act, no shareholder action was required.

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


Dated: October 8, 1996 RESOURCE MORTGAGE CAPITAL, INC.



By: /s/ THOMAS H. POTTS
Thomas H. Potts
President