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 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 survivorship Under Uniform Gift to
and not as tenants in common Minors Act ______
(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 ____________.