DEF 14A: Definitive proxy statements

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )

Filed by the Registrant (X)
Filed by a Party other than the Registrant ( )

Check the appropriate box:


( ) Preliminary Proxy Statement ( ) Confidential, for Use of the
Commission Only (as permitted
by Rule 14a-6(e)(2))
(X) Definitive Proxy Statement
( ) Definitive Additional Materials
( ) Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12


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


(Name of Person(s) Filing Proxy Statement, if other than Registrant)

Payment of Filing Fee (Check the appropriate box):

(X) $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.

( ) $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

( ) Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

1) Title of each class of securities to which transaction applies:

2) Aggregate number of securities to which transaction applies:

3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

4) Proposed maximum aggregate value of transaction:

5) Total fee paid:

( ) Fee paid previously with preliminary materials.

( ) Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:

2) Form, Schedule, or Registration Statement No.:

3) Filing Party:

4) Date Filed:




[RESOURCE MORTGAGE CAPITAL, INC. LOGO]



Resource Mortgage Capital, Inc.



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Notice of Annual Meeting of Stockholders
and
Proxy Statement


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Annual Meeting of Stockholders
April 23, 1996





[RESOURCE MORTGAGE CAPITAL, INC. LOGO]


RESOURCE MORTGAGE CAPITAL, INC.



March 5, 1996


To Our Stockholders:

You are cordially invited to attend the 1996 Annual Meeting of
Stockholders of Resource Mortgage Capital, Inc. to be held at The Omni Richmond
Hotel, 100 S. 12th Street, Richmond, Virginia on Tuesday, April 23, 1996, at
2:00 p.m. Eastern time.

The business of the meeting is to elect the Directors and approve the
appointment of KPMG Peat Marwick LLP as auditors for the Company. Information
about the nominees for election is in the proxy statement on the following
pages.

While stockholders may exercise their right to vote their shares in
person, we recognize that many stockholders may not be able to attend the Annual
Meeting. Accordingly, we have enclosed a proxy which will enable you to vote
your shares on the issues to be considered at the Annual Meeting even if you are
unable to attend. All you need to do is mark the proxy to indicate your vote,
date and sign the proxy, and return it in the enclosed postage-paid envelope as
soon as conveniently possible. If you desire to vote in accordance with
management's recommendations, you need not mark your votes on the proxy but need
only sign, date and return the proxy in the enclosed postage-paid envelope in
order to record your vote.

Sincerely,

/s/ THOMAS H. POTTS

Thomas H. Potts
President




[RESOURCE MORTGAGE CAPITAL, INC. LOGO]

RESOURCE MORTGAGE CAPITAL, INC.

4880 COX ROAD
GLEN ALLEN, VIRGINIA 23060
(804)967-5800

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

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


To Our Stockholders:

The Annual Meeting of Resource Mortgage Capital, Inc. will be held at
The Omni Richmond Hotel, 100 S. 12th Street, Richmond, Virginia on Tuesday,
April 23, 1996, at 2:00 p.m. Eastern time, to consider and act upon the
following matters:

1. the election of five Directors, each for a one-year term;

2. approval of the appointment of KPMG Peat Marwick LLP, independent
certified public accountants, as auditors for the Company; and

3. such other business as may properly come before the Annual Meeting.

Only stockholders of record at the close of business on March 1, 1996, the
record date, will be entitled to vote at the Annual Meeting.

Management desires to have maximum representation at the Annual Meeting
and respectfully requests that you date, execute and promptly mail the enclosed
proxy in the accompanying postage-paid envelope. A proxy may be revoked by a
stockholder by notice in writing to the Secretary of the Company at any time
prior to its use, by presentation of a later-dated proxy, or by attending the
Annual Meeting and voting in person.

By order of the Board of Directors

/s/ LYNN K. GEURIN

Lynn K. Geurin
Secretary

Dated: March 5, 1996




DIRECTIONS TO THE OMNI RICHMOND HOTEL
PHONE NUMBER: (804)344-7000



[PLACE MAP HERE]




Recommended Directions from I-95:

Exit off of I-95 on to I-195 (Exit #74A - Downtown Expressway).
Take the Canal Street exit. Proceed on Canal Street to 10th Street. Turn
right on 10th Street. Proceed on 10th Street to Cary Street. Turn Right on
Cary Street. Proceed on Cary Street to 12th Street. Turn right on 12th
Street. The Omni Richmond Hotel (100 S. 12th Street) is located on the
corner of 12th and Cary Streets. Enter the parking garage in the basement of
the hotel off 12th Street at the front entrance of the hotel.





RESOURCE MORTGAGE CAPITAL, INC.

4880 COX ROAD
GLEN ALLEN, VIRGINIA 23060
(804)967-5800
----------------------------

PROXY STATEMENT
ANNUAL MEETING OF STOCKHOLDERS
APRIL 23, 1996



To Our Stockholders:

This proxy statement is furnished with the solicitation by the Board of
Directors of Resource Mortgage Capital, Inc. (the "Company") of proxies to be
used at the Annual Meeting of Stockholders of the Company to be held at The Omni
Richmond Hotel, 100 S. 12th Street, Richmond, Virginia on Tuesday, April 23,
1996, at 2:00 p.m. Eastern time. The Annual Meeting is being held for the
purposes set forth in the accompanying notice of Annual Meeting of Stockholders.
This proxy statement, the accompanying proxy card and the notice of Annual
Meeting are being provided to stockholders beginning on or about March 5, 1996.

GENERAL INFORMATION

SOLICITATION

The enclosed proxy is solicited by the Board of Directors of the Company.
The costs of this solicitation will be borne by the Company. Proxy solicitations
will be made by mail, and also may be made by personal interview, telephone and
telegram by Directors and officers of the Company. Brokerage houses and nominees
will be requested to forward the proxy soliciting material to the beneficial
owners and to obtain authorization for the execution of proxies. The Company
will, upon request, reimburse such parties for their reasonable expenses in
forwarding proxy materials to their beneficial owners. Additionally, the Company
has engaged the firm of MacKenzie Partners, Inc., New York, New York, to conduct
proxy solicitations on its behalf at a cost estimated to be $5,000, plus
reasonable out-of-pocket expenses.

VOTING RIGHTS

Holders of shares of the Company's common stock at the close of business
on March 1, 1996, the record date, are entitled to notice of, and to vote at,
the Annual Meeting. On that date, 20,297,926 shares of common stock were
outstanding. Each share of common stock outstanding on the record date is
entitled to one vote on each matter presented at the Annual Meeting. The
presence, in person or by proxy, of stockholders entitled to cast a majority of
all the votes entitled to be cast constitutes a quorum for the transaction of
business at the Annual Meeting.

VOTING OF PROXIES

Shares of common stock represented by all properly executed proxies
received in time for the Annual Meeting will be voted in accordance with the
choices specified in the proxy. Unless contrary instructions are indicated on
the proxy, the shares will be voted FOR the election of the nominees named in
this proxy statement as Directors and FOR the appointment of KPMG Peat Marwick
LLP as the Company's auditors.

The management and the Board of Directors of the Company know of no
matters to be brought before the Annual Meeting other than as set forth herein;
no stockholder proposals were received by the Company on or before November 1,
1995, the deadline for inclusion of such proposals in this proxy statement.



REVOCABILITY OF PROXY

The giving of the enclosed proxy does not preclude the right to vote in
person should the stockholder giving the proxy so desire. A proxy may be revoked
at any time prior to its exercise by delivering a written statement to the
Secretary of the Company that the proxy is revoked, by presenting to the Company
a later-dated proxy executed by the person executing the prior proxy, or by
attending the Annual Meeting and voting in person.

ANNUAL REPORT

The 1995 Annual Report including financial statements for the year ended
December 31, 1995, which is being mailed to stockholders together with this
Proxy Statement, contains financial and other information about the activities
of the Company, but is not incorporated into this Proxy Statement and is not to
be considered a part of these proxy soliciting materials.

ELECTION OF DIRECTORS

Five Directors of the Company are to be elected at the 1996 Annual Meeting
to serve until the next annual meeting and until their successors are elected
and duly qualified. Mr. J. Sidney Davenport, Mr. Richard C. Leone, Mr. Thomas H.
Potts, Mr. Paul S. Reid and Mr. Donald B. Vaden have been nominated by the Board
of Directors for election to the Board at the Annual Meeting. Unless
authorization is withheld, the persons named as proxies will vote FOR the
election of the nominees of the Board of Directors named above. Each nominee has
agreed to serve if elected. In the event any nominee shall unexpectedly be
unable to serve, the proxies will be voted for such other person as the Board of
Directors may designate. Selected biographical information regarding each
nominee is set forth below:

J. SIDNEY DAVENPORT, 54, has been a Director of the Company since its
organization in December 1987. Mr. Davenport served as Executive Vice President
of the Company from December 1987 until June 1992. He has been a Vice President
of The Ryland Group, Inc., a publicly-owned corporation engaged in residential
housing construction and mortgage-related financial services, since March 1981.
In April 1992, Mr. Davenport was elected Executive Vice President of Ryland
Mortgage Company having served in various senior positions since March 1981. Mr.
Davenport served as a Director of Mentor Income Fund, Inc., a publicly traded
closed-end mutual fund, from June 1992 to August 1993.

RICHARD C. LEONE, 55, has been a Director of the Company since January
1988. He currently is the President of The Twentieth Century Fund, a tax-exempt
research foundation engaged in economic, political and social policy studies.
Mr. Leone is also a Director of eight Dreyfus mutual funds.

THOMAS H. POTTS, 46, has been President and a Director of the Company since
its organization in December 1987. Prior to that, Mr. Potts served in various
positions on behalf of The Ryland Group, Inc. Mr. Potts served as Treasurer of
The Ryland Group, Inc. from May 1987 until April 1992, Executive Vice President
of Ryland Acceptance Corporation ("Ryland Acceptance") from November 1987 until
April 1992, and Executive Vice President, and previously Senior Vice President
of Ryland Mortgage Company from April 1991 until April 1992. Mr. Potts also
served as President and Director of Mentor Income Fund, Inc. from its inception
in December 1988 until June 1992.

PAUL S. REID, 47, has been a Director of the Company since January 1988. He
is the President and Chief Executive Officer of American Home Funding, Inc., a
wholly owned mortgage-banking subsidiary of Rochester Community Savings Bank, an
FDIC insured institution. Mr. Reid currently serves as President of the Mortgage
Bankers Association of America.

DONALD B. VADEN, 61, has been a Director of the Company since January 1988.
He is the retired Past Chairman of Residential Home Funding Corporation where he
served from December 1992 until February 1995. From May 1991 until December
1992, Mr. Vaden served as the Executive Vice President of Mortgage Credit
Corporation, a mortgage banking company. Mr. Vaden served in various senior
positions, including President, for Johnson Mortgage Company prior to its
purchase by Newport News Savings Bank in October 1990.





INFORMATION CONCERNING THE BOARD OF DIRECTORS

The Board of Directors has an Audit Committee, which consists of Mr.
Davenport, Mr. Reid and Mr. Vaden as of January 1, 1996. The Audit Committee
reviews and approves the scope of the annual audit undertaken by the Company's
independent certified public accountants and meets with them on a regular basis
to review the progress and results of their work as well as any recommendations
they may make. The Audit Committee met three times in 1995. The Board of
Directors also has a Compensation Committee consisting of Mr. Davenport, Mr.
Leone, Mr. Reid and Mr. Vaden. The Compensation Committee met one time in 1995.
The Company has no other standing committees of the Board of Directors.

The Board of Directors held four regular and three special meetings in
1995. During this period, each of the Directors attended at least 75% of these
meetings of the Board of Directors and the committees on which he served.

The Directors who are not employed by the Company (the "Outside Directors")
receive an annual fee of $25,000 per year, plus $500 for each meeting of the
Board of Directors, or a committee thereof, they attend. In addition, Outside
Directors are reimbursed for expenses related to their attendance at Board of
Directors and committee meetings.

In 1995, the Company adopted the 1995 Directors Stock Incentive Plan
pursuant to which Directors of the Company as of May 1, 1995 who are not
employees of the Company or its affiliates each received an initial grant of
7,000 Stock Appreciation Rights ("SARs"). Under the Plan, new Directors would
receive an initial grant of 5,000 SARs. Subsequent to the initial grants,
eligible Directors will be granted 1,000 SARs annually. The exercise price of
the SARs is equal to the market value of the Company's Common Stock on the date
of grant; the SARs may be settled only in cash.

OWNERSHIP OF COMMON STOCK

The table below sets forth, as of January 15, 1996, the number of shares of
common stock beneficially owned by each Director of the Company and the
President and each of the other three executive officers named in the Summary
Compensation Table under "Management of the Company" and the number of shares
beneficially owned by all of the Company's Directors and officers as a group. To
the Company's knowledge, no person beneficially owns more than 5% of the
outstanding shares of common stock. Unless otherwise indicated, all persons
named as beneficial owners of common stock have sole voting power and sole
investment power with respect to the shares beneficially owned.