EXHIBIT 4.3
                           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