EXHIBIT 4.2

                                     
      NUMBER ____          [FACE OF CERTIFICATE]          SHARES ____
                      Resource Mortgage Capital, Inc.
                                     
   INCORPORATED UNDER THE                            SEE REVERSE FOR
     LAWS OF THE COMMONWEALTH                     CERTAIN DEFINITIONS
       OF VIRGINIA
                                                  CUSIP 762121E 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. Guerin
                                      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 CERTIFICATION 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 ________________.