content: <PAGE>
  
       As filed with the Securities and Exchange Commission on September 13, 2002
                             Registration No. 333-_____
  
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                       HANOVER CAPITAL MORTGAGE HOLDINGS, INC.
               (Exact name of registrant as specified in its charter)
  
              MARYLAND                                            13-3950486
  (State or other jurisdiction of                              (I.R.S. Employer
   Incorporation or organization)                             Identification No.)
  
              379 THORNALL ST.
                 2ND FLOOR
             EDISON, NEW JERSEY                                      08837
  (Address of principal executive offices)                         (Zip Code)
  
       HANOVER CAPITAL MORTGAGE HOLDINGS, INC. 1997 EXECUTIVE AND NON-EMPLOYEE
                             DIRECTOR STOCK OPTION PLAN
                                (Full title of plan)
  
                            (Name, address and telephone
                            number of agent for service)
                                  JOHN A. BURCHETT
                                  379 THORNALL ST.
                                      2ND FLOOR
                              EDISON, NEW JERSEY 08837
                                   (732) 548-0101
  
                           CALCULATION OF REGISTRATION FEE
  
  <TABLE>
  <CAPTION>
  =============================================================================================================
                                                              PROPOSED            PROPOSED
                                             AMOUNT           MAXIMUM             MAXIMUM           AMOUNT OF
                                             TO BE            OFFERING            AGGREGATE        REGISTRATION
  TITLE OF SECURITIES TO BE REGISTERED   REGISTERED(1)(2)  PRICE PER UNIT(3)   OFFERING PRICE(3)      FEE(3)
  -------------------------------------------------------------------------------------------------------------
  <S>                                       <C>               <C>                 <C>                <C>
  Common Stock, $.01 par value
    1997 Executive and Non-Employee         273,324           $15.32              $4,187,324         $385.23
    Director Stock Option Plan               52,009           $ 7.66              $  398,389         $ 36.65
  -------------------------------------------------------------------------------------------------------------
  TOTAL                                     325,333                               $4,585,713         $421.88
  =============================================================================================================
  </TABLE>
  
  (1)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
  amended, this Registration Statement also covers an indeterminate number of
  shares of Common Stock that may be offered or issued by reason of stock splits,
  stock dividends or similar transactions.
  
  (2)    This Registration Statement registers 325,333 shares of Common Stock
  under the 1997 Executive and Non-Employee Director Stock Option Plan (the "1997
  Plan"), 273,324 of which are subject to outstanding but unexercised options as
  of the filing date hereof, the remainder of which are available for future
  issuance pursuant to the 1997 Plan.
  
  (3)    Estimated solely for purposes of calculating the registration fee
  pursuant to Rule 457(c) and (h). The proposed maximum offering price per share,
  proposed maximum aggregate offering price, and the amount of the registration
  fee is based (i) with respect to shares underlying outstanding options, on the
  weighted average per share exercise price (rounded to the nearest cent) of
  outstanding but unexercised options previously issued under the 1997 Plan (i.e.,
  $15.32), and (ii) with respect to shares not subject to any outstanding awards
  under the 1997 Plan, on the average of the daily high and low sale prices of
  Hanover Capital Mortgage Holdings, Inc. Common Stock reported on the American
  Stock Exchange (AMEX) on September 9, 2002 (i.e.,$7.66).
  
  
  
  <PAGE>
  
                                       PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
         Not required to be included in this Form S-8 Registration Statement
  pursuant to introductory Note to Part I of Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
         The following documents which have been filed by the Registrant with the
  Securities and Exchange Commission (the "Commission") are incorporated herein by
  reference:
  
         (a)    Annual Report on Form 10-K for the fiscal year ended December 31,
                2001;
  
         (b)    All other reports filed pursuant to Sections 13(a) or 15(d) of the
                Securities Exchange Act of 1934, as amended, ("Exchange Act")
                since the end of the fiscal year covered by the document referred
                to in (a) above; and
  
         (c)    Description of Common Stock of the Registrant contained or
                incorporated in the registration statements filed by the
                Registrant under the Exchange Act, including any amendments or
                reports filed for the purpose of updating such description.
  
         All documents subsequently filed by the Registrant with the Commission
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities remaining unsold,
  shall be deemed to be incorporated by reference into this Registration Statement
  and to be a part of this Registration Statement from the date of filing of such
  documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
         Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
         None.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
         As permitted by the Maryland General Corporation Law ("MGCL"), Article
  Eighth, Paragraph (4) of the Registrant's Amended Articles of Incorporation
  provides for indemnification of directors and officers of the Registrant, as
  follows:
  
         The Corporation shall provide any indemnification permitted by the laws
         of Maryland and shall indemnify directors, officers, agents and employees
         as follows: (A) the Corporation shall indemnify its directors and
         officers, whether serving the Corporation or at its request any other
         entity, to the full extent required or permitted by the General Laws of
         the State of Maryland now or hereafter in force, including the advance of
         expenses under the procedures and to the full extent permitted by law and
         (B) the Corporation shall indemnify other employees and agents,
  
  
  
                                        -2-
  <PAGE>
  
         whether serving the Corporation or at its request any other entity, to
         such extent as shall be authorized by the Board of Directors or the
         Corporation's By-Laws and be permitted by law. The foregoing rights of
         indemnification shall not be exclusive of any other rights to which those
         seeking indemnification may be entitled. The Board of Directors may take
         such action as is necessary to carry out these indemnification provisions
         and is expressly empowered to adopt, approve and amend from time to time
         such by-laws, resolutions or contracts implementing such provisions or
         such further indemnification arrangements as may be permitted by law. No
         amendment of the Charter of the Corporation or repeal of any of its
         provisions shall limit or eliminate the right to indemnification provided
         hereunder with respect to acts or omissions occurring prior to such
         amendment or repeal or shall limit or eliminate the rights granted under
         indemnification agreements entered into by the Corporation and its
         directors, officers, agents and employees.
  
         Also, the Registrant's By-Laws contain indemnification procedures that
  implement the indemnification provisions of the Amended Articles of
  Incorporation. The MGCL permits a corporation to indemnify its directors and
  officers, among others, against judgments, penalties, fines, settlements and
  reasonable expenses actually incurred by them in connection with any proceedings
  to which they may be a party by reason of their service in those or other
  capacities, unless it is established that (a) the act or omission of the
  director or officer was material to the matter giving rise to such proceedings
  and (i) was committed in bad faith or (ii) was the result of active and
  deliberate dishonesty, (b) the director or officer actually received an improper
  personal benefit in money, property or services, or (c) in the case of any
  criminal proceedings, the director or officer had reasonable cause to believe
  that the action or omission was unlawful.
  
         As permitted by the MGCL, Article Eighth, Paragraph (5) of the
  Registrant's Amended Articles of Incorporation provides for limitation of
  liability of directors and officers of the Registrant, as follows:
  
         To the fullest extent permitted by Maryland statutory or decisional law,
         as amended or interpreted, no director or officer of the Corporation
         shall be personally liable to the Corporation or its stockholders for
         money damages. No amendment of the Charter of the Corporation or repeal
         of any of its provisions shall limit or eliminate the benefits provided
         to directors and officers under this provision with respect to any act or
         omission which occurred prior to such amendment or repeal.
  
         The MGCL permits the charter of a Maryland corporation to include a
  provision limiting the liability of its directors and officers to the
  corporation and its stockholders for money damages, except to the extent that
  (i) the person actually received an improper benefit or profit in money,
  property or services or (ii) a judgment or other final adjudication is entered
  in a proceeding based on a finding that the person's action, or failure to act,
  was the result of active and deliberate dishonesty and was material to the cause
  of action adjudicated in the proceeding. As a result of these provisions, the
  Registrant and its stockholders may be unable to obtain monetary damages from a
  director or officer for breach of his or her duty of care.
  
         As permitted under Section 2-418(k) of the MGCL, the Registrant has
  purchased and maintains insurance on behalf of its directors and officers
  against any liability asserted against such directors and officers in their
  capacities as such, whether or not the Registrant would have the power to
  indemnify such persons under the provisions of Maryland law governing
  indemnification.
  
         The Registrant has entered into employment agreements with its executive
  officers which provide that, subject to limitations and exceptions set forth in
  the agreements, the Registrant will indemnify the officers to the fullest extent
  permitted by law if they are made a party or threatened to be made a party to
  
  
  
                                        -3-
  <PAGE>
  
  any proceeding by reason of their services as an officer, director or employee
  of the Registrant or any of its subsidiaries.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
         Not applicable.
  
  ITEM 8.  EXHIBITS.
  
  EXHIBIT
  NUMBER                       DESCRIPTION
  ------                       -----------
  
  4.1           Articles of Incorporation, as amended (incorporated by reference
                to the Registrant's Quarterly Report on Form 10-Q filed August 14,
                2002 (File No. 001-13417))
  
  4.2           By-Laws (incorporated by reference to the Registrant's
                Registration Statement on Form S-11, as amended (File No.
                333-29261))
  
  4.3           1997 Executive and Non-Employee Director Stock Option Plan
                (incorporated by reference to the Registrant's Registration
                Statement on Form S-11, as amended (File No. 333-29261))
  
  5.0           Opinion of Piper Rudnick LLP, counsel for the Registrant,
                regarding the legal validity of the shares of Common Stock being
                registered under this Registration Statement (filed herewith)
  
  23.1          Consent of Counsel (contained in Exhibit 5.0)
  
  23.2          Consent of Independent Auditors (filed herewith)
  
  24.0          Power of Attorney (filed herewith)
  
  ITEM 9.  UNDERTAKINGS.
  
  The undersigned Registrant hereby undertakes:
  
         (1)    To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement:
  
                (i)    To include any prospectus required by Section 10(a)(3) of
                the Securities Act of 1933;
  
                (ii)   To reflect in the prospectus any facts or events arising
                after the effective date of the Registration Statement (or the
                most recent post-effective amendment thereof) which, individually
                or in the aggregate, represent a fundamental change in the
                information set forth in this Registration Statement;
  
                (iii)  To include any material information with respect to the
                plan of distribution not previously disclosed in the Registration
                Statement or any material change to such information in the
                Registration Statement.
  
                Paragraphs (l)(i) and (l)(ii) above do not apply if the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or furnished
         to the Commission by the Registrant pursuant to Section 13 or Section
         15(d) of the Securities Exchange Act of 1934 that are incorporated by
         reference in this Registration Statement.
  
  
  
                                        -4-
  <PAGE>
  
         (2)    That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial BONA FIDE offering thereof.
  
         (3)    To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.
  
         The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
  Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
  1934) that is incorporated by reference in the Registration Statement shall be
  deemed to be a new Registration Statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial BONA FIDE offering thereof.
  
         Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act
  and is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
  
  
  
                                        -5-
  <PAGE>
  
  
                                     SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, as amended, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the Township of Edison, State of New Jersey, on this 13th day of
  September, 2002.
  
  
                                          HANOVER CAPITAL MORTGAGE HOLDINGS, INC.
  
  
  
                                          By: /s/ John A. Burchett
                                              -----------------------------------
                                              John A. Burchett
                                              Chairman of the Board, President and
                                              Chief Executive Officer
  
  
         Pursuant to the requirements of the Securities Act of 1933, this Form S-8
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  
  <Table>
  <Caption>
  Signature                            Title                            Date
  ---------                            -----                            ----
  <S>                      <C>                                     <C>
  /s/ John A. Burchett     Chairman of the Board of Directors,     September 13, 2002
  ----------------------   President and Chief Executive
  John A. Burchett         Officer(Principal Executive
                           Officer)
  
  
  /s/ J. Holly Loux        Chief Financial Officer                 September 13, 2002
  ----------------------   (Principal Financial and
  J. Holly Loux            Accounting Officer)
  
  
  
         A majority of the Board of Directors (John A. Burchett, John A. Clymer,
  Joseph J. Freeman, Joyce S. Mizerak, Saiyid T. Naqvi, George J. Ostendorf, John
  N. Rees, James F. Stone, Irma N. Tavares).
  
  
  /s/ John A. Burchett     For Himself and as Attorney-in-Fact     September 13, 2002
  ----------------------
  John A. Burchett
  </Table>
  
                                        -6-
  <PAGE>
  
                                    EXHIBIT INDEX
  
  EXHIBIT
  NUMBER        DESCRIPTION
  ------        -----------
  
  4.1           Articles of Incorporation, as amended (incorporated by reference
                to the Registrant's Quarterly Report on Form 10-Q filed August 14,
                2002 (File No. 001-13417))
  
  4.2           By-Laws (incorporated by reference to the Registrant's
                Registration Statement on Form S-11, as amended (File No.
                333-29261))
  
  4.3           1997 Executive and Non-Employee Director Stock Option Plan
                (incorporated by reference to the Registrant's Registration
                Statement on Form S-11, as amended (File No. 333-29261))
  
  5.0           Opinion of Piper Rudnick LLP, counsel for the Registrant,
                regarding the legal validity of the shares of Common Stock being
                registered under this Registration Statement (filed herewith)
  
  23.1          Consent of Counsel (contained in Exhibit 5.0)
  
  23.2          Consent of Independent Auditors (filed herewith)
  
  24.0          Power of Attorney (filed herewith)
  
  
  
  
                                        -7-
metadata_documents: [{"type": "S-8", "sequence": "1", "filename": "b43702hcsv8.txt", "description": "HANOVER CAPITAL MORTGAGE HOLDINGS, INC.", "secsgml_size_bytes": 19988}]
metadata_filer: {"company-data": {"conformed-name": "HANOVER CAPITAL MORTGAGE HOLDINGS INC", "cik": "0001040719", "assigned-sic": "6798", "irs-number": "133950486", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-99483", "film-number": "02762994"}, "business-address": {"street1": "379 THORNALL STREET", "street2": "2ND FLOOR", "city": "EDISON", "state": "NJ", "zip": "08837", "phone": "732-548-0101"}, "mail-address": {"street1": "379 THORNALL STREET", "street2": "2ND FLOOR", "city": "EDISON", "state": "NJ", "zip": "08837"}}
text: As filed with the Securities and Exchange Commission on September 13, 2002
                             Registration No. 333-_____
  
                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
  
                                      FORM S-8
  
                               REGISTRATION STATEMENT
                                        UNDER
                             THE SECURITIES ACT OF 1933
  
                       HANOVER CAPITAL MORTGAGE HOLDINGS, INC.
               (Exact name of registrant as specified in its charter)
  
              MARYLAND                                            13-3950486
  (State or other jurisdiction of                              (I.R.S. Employer
   Incorporation or organization)                             Identification No.)
  
              379 THORNALL ST.
                 2ND FLOOR
             EDISON, NEW JERSEY                                      08837
  (Address of principal executive offices)                         (Zip Code)
  
       HANOVER CAPITAL MORTGAGE HOLDINGS, INC. 1997 EXECUTIVE AND NON-EMPLOYEE
                             DIRECTOR STOCK OPTION PLAN
                                (Full title of plan)
  
                            (Name, address and telephone
                            number of agent for service)
                                  JOHN A. BURCHETT
                                  379 THORNALL ST.
                                      2ND FLOOR
                              EDISON, NEW JERSEY 08837
                                   (732) 548-0101
  
                           CALCULATION OF REGISTRATION FEE
  =============================================================================================================
                                                              PROPOSED            PROPOSED
                                             AMOUNT           MAXIMUM             MAXIMUM           AMOUNT OF
                                             TO BE            OFFERING            AGGREGATE        REGISTRATION
  TITLE OF SECURITIES TO BE REGISTERED   REGISTERED(1)(2)  PRICE PER UNIT(3)   OFFERING PRICE(3)      FEE(3)
  -------------------------------------------------------------------------------------------------------------
  Common Stock, $.01 par value
    1997 Executive and Non-Employee         273,324           $15.32              $4,187,324         $385.23
    Director Stock Option Plan               52,009           $ 7.66              $  398,389         $ 36.65
  -------------------------------------------------------------------------------------------------------------
  TOTAL                                     325,333                               $4,585,713         $421.88
  =============================================================================================================
  (1)    In addition, pursuant to Rule 416(c) under the Securities Act of 1933, as
  amended, this Registration Statement also covers an indeterminate number of
  shares of Common Stock that may be offered or issued by reason of stock splits,
  stock dividends or similar transactions.
  
  (2)    This Registration Statement registers 325,333 shares of Common Stock
  under the 1997 Executive and Non-Employee Director Stock Option Plan (the "1997
  Plan"), 273,324 of which are subject to outstanding but unexercised options as
  of the filing date hereof, the remainder of which are available for future
  issuance pursuant to the 1997 Plan.
  
  (3)    Estimated solely for purposes of calculating the registration fee
  pursuant to Rule 457(c) and (h). The proposed maximum offering price per share,
  proposed maximum aggregate offering price, and the amount of the registration
  fee is based (i) with respect to shares underlying outstanding options, on the
  weighted average per share exercise price (rounded to the nearest cent) of
  outstanding but unexercised options previously issued under the 1997 Plan (i.e.,
  $15.32), and (ii) with respect to shares not subject to any outstanding awards
  under the 1997 Plan, on the average of the daily high and low sale prices of
  Hanover Capital Mortgage Holdings, Inc. Common Stock reported on the American
  Stock Exchange (AMEX) on September 9, 2002 (i.e.,$7.66).
  PART I
  
                INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
  
         Not required to be included in this Form S-8 Registration Statement
  pursuant to introductory Note to Part I of Form S-8.
  
                                       PART II
  
                 INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
  
  ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.
  
         The following documents which have been filed by the Registrant with the
  Securities and Exchange Commission (the "Commission") are incorporated herein by
  reference:
  
         (a)    Annual Report on Form 10-K for the fiscal year ended December 31,
                2001;
  
         (b)    All other reports filed pursuant to Sections 13(a) or 15(d) of the
                Securities Exchange Act of 1934, as amended, ("Exchange Act")
                since the end of the fiscal year covered by the document referred
                to in (a) above; and
  
         (c)    Description of Common Stock of the Registrant contained or
                incorporated in the registration statements filed by the
                Registrant under the Exchange Act, including any amendments or
                reports filed for the purpose of updating such description.
  
         All documents subsequently filed by the Registrant with the Commission
  pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to
  the filing of a post-effective amendment which indicates that all securities
  offered have been sold or which deregisters all securities remaining unsold,
  shall be deemed to be incorporated by reference into this Registration Statement
  and to be a part of this Registration Statement from the date of filing of such
  documents.
  
  ITEM 4.  DESCRIPTION OF SECURITIES.
  
         Not applicable.
  
  ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.
  
         None.
  
  ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
  
         As permitted by the Maryland General Corporation Law ("MGCL"), Article
  Eighth, Paragraph (4) of the Registrant's Amended Articles of Incorporation
  provides for indemnification of directors and officers of the Registrant, as
  follows:
  
         The Corporation shall provide any indemnification permitted by the laws
         of Maryland and shall indemnify directors, officers, agents and employees
         as follows: (A) the Corporation shall indemnify its directors and
         officers, whether serving the Corporation or at its request any other
         entity, to the full extent required or permitted by the General Laws of
         the State of Maryland now or hereafter in force, including the advance of
         expenses under the procedures and to the full extent permitted by law and
         (B) the Corporation shall indemnify other employees and agents,
  
                                        -2-
  whether serving the Corporation or at its request any other entity, to
         such extent as shall be authorized by the Board of Directors or the
         Corporation's By-Laws and be permitted by law. The foregoing rights of
         indemnification shall not be exclusive of any other rights to which those
         seeking indemnification may be entitled. The Board of Directors may take
         such action as is necessary to carry out these indemnification provisions
         and is expressly empowered to adopt, approve and amend from time to time
         such by-laws, resolutions or contracts implementing such provisions or
         such further indemnification arrangements as may be permitted by law. No
         amendment of the Charter of the Corporation or repeal of any of its
         provisions shall limit or eliminate the right to indemnification provided
         hereunder with respect to acts or omissions occurring prior to such
         amendment or repeal or shall limit or eliminate the rights granted under
         indemnification agreements entered into by the Corporation and its
         directors, officers, agents and employees.
  
         Also, the Registrant's By-Laws contain indemnification procedures that
  implement the indemnification provisions of the Amended Articles of
  Incorporation. The MGCL permits a corporation to indemnify its directors and
  officers, among others, against judgments, penalties, fines, settlements and
  reasonable expenses actually incurred by them in connection with any proceedings
  to which they may be a party by reason of their service in those or other
  capacities, unless it is established that (a) the act or omission of the
  director or officer was material to the matter giving rise to such proceedings
  and (i) was committed in bad faith or (ii) was the result of active and
  deliberate dishonesty, (b) the director or officer actually received an improper
  personal benefit in money, property or services, or (c) in the case of any
  criminal proceedings, the director or officer had reasonable cause to believe
  that the action or omission was unlawful.
  
         As permitted by the MGCL, Article Eighth, Paragraph (5) of the
  Registrant's Amended Articles of Incorporation provides for limitation of
  liability of directors and officers of the Registrant, as follows:
  
         To the fullest extent permitted by Maryland statutory or decisional law,
         as amended or interpreted, no director or officer of the Corporation
         shall be personally liable to the Corporation or its stockholders for
         money damages. No amendment of the Charter of the Corporation or repeal
         of any of its provisions shall limit or eliminate the benefits provided
         to directors and officers under this provision with respect to any act or
         omission which occurred prior to such amendment or repeal.
  
         The MGCL permits the charter of a Maryland corporation to include a
  provision limiting the liability of its directors and officers to the
  corporation and its stockholders for money damages, except to the extent that
  (i) the person actually received an improper benefit or profit in money,
  property or services or (ii) a judgment or other final adjudication is entered
  in a proceeding based on a finding that the person's action, or failure to act,
  was the result of active and deliberate dishonesty and was material to the cause
  of action adjudicated in the proceeding. As a result of these provisions, the
  Registrant and its stockholders may be unable to obtain monetary damages from a
  director or officer for breach of his or her duty of care.
  
         As permitted under Section 2-418(k) of the MGCL, the Registrant has
  purchased and maintains insurance on behalf of its directors and officers
  against any liability asserted against such directors and officers in their
  capacities as such, whether or not the Registrant would have the power to
  indemnify such persons under the provisions of Maryland law governing
  indemnification.
  
         The Registrant has entered into employment agreements with its executive
  officers which provide that, subject to limitations and exceptions set forth in
  the agreements, the Registrant will indemnify the officers to the fullest extent
  permitted by law if they are made a party or threatened to be made a party to
  
                                        -3-
  any proceeding by reason of their services as an officer, director or employee
  of the Registrant or any of its subsidiaries.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
         Not applicable.
  
  ITEM 8.  EXHIBITS.
  
  EXHIBIT
  NUMBER                       DESCRIPTION
  ------                       -----------
  
  4.1           Articles of Incorporation, as amended (incorporated by reference
                to the Registrant's Quarterly Report on Form 10-Q filed August 14,
                2002 (File No. 001-13417))
  
  4.2           By-Laws (incorporated by reference to the Registrant's
                Registration Statement on Form S-11, as amended (File No.
                333-29261))
  
  4.3           1997 Executive and Non-Employee Director Stock Option Plan
                (incorporated by reference to the Registrant's Registration
                Statement on Form S-11, as amended (File No. 333-29261))
  
  5.0           Opinion of Piper Rudnick LLP, counsel for the Registrant,
                regarding the legal validity of the shares of Common Stock being
                registered under this Registration Statement (filed herewith)
  
  23.1          Consent of Counsel (contained in Exhibit 5.0)
  
  23.2          Consent of Independent Auditors (filed herewith)
  
  24.0          Power of Attorney (filed herewith)
  
  ITEM 9.  UNDERTAKINGS.
  
  The undersigned Registrant hereby undertakes:
  
         (1)    To file, during any period in which offers or sales are being
         made, a post-effective amendment to this Registration Statement:
  
                (i)    To include any prospectus required by Section 10(a)(3) of
                the Securities Act of 1933;
  
                (ii)   To reflect in the prospectus any facts or events arising
                after the effective date of the Registration Statement (or the
                most recent post-effective amendment thereof) which, individually
                or in the aggregate, represent a fundamental change in the
                information set forth in this Registration Statement;
  
                (iii)  To include any material information with respect to the
                plan of distribution not previously disclosed in the Registration
                Statement or any material change to such information in the
                Registration Statement.
  
                Paragraphs (l)(i) and (l)(ii) above do not apply if the
         information required to be included in a post-effective amendment by
         those paragraphs is contained in periodic reports filed with or furnished
         to the Commission by the Registrant pursuant to Section 13 or Section
         15(d) of the Securities Exchange Act of 1934 that are incorporated by
         reference in this Registration Statement.
  
                                        -4-
  (2)    That, for the purpose of determining any liability under the
         Securities Act of 1933, each such post-effective amendment shall be
         deemed to be a new registration statement relating to the securities
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial BONA FIDE offering thereof.
  
         (3)    To remove from registration by means of a post-effective amendment
         any of the securities being registered which remain unsold at the
         termination of the offering.
  
         The undersigned Registrant hereby undertakes that, for purposes of
  determining any liability under the Securities Act of 1933, each filing of the
  Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
  Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
  plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
  1934) that is incorporated by reference in the Registration Statement shall be
  deemed to be a new Registration Statement relating to the securities offered
  therein, and the offering of such securities at that time shall be deemed to be
  the initial BONA FIDE offering thereof.
  
         Insofar as indemnification for liabilities arising under the Securities
  Act of 1933 may be permitted to directors, officers and controlling persons of
  the Registrant pursuant to the foregoing provisions, or otherwise, the
  Registrant has been advised that in the opinion of the Securities and Exchange
  Commission such indemnification is against public policy as expressed in the Act
  and is, therefore, unenforceable. In the event that a claim for indemnification
  against such liabilities (other than the payment by the Registrant of expenses
  incurred or paid by a director, officer or controlling person of the Registrant
  in the successful defense of any action, suit or proceeding) is asserted by such
  director, officer or controlling person in connection with the securities being
  registered, the Registrant will, unless in the opinion of its counsel the matter
  has been settled by controlling precedent, submit to a court of appropriate
  jurisdiction the question whether such indemnification by it is against public
  policy as expressed in the Act and will be governed by the final adjudication of
  such issue.
  
                                        -5-
  SIGNATURES
  
       Pursuant to the requirements of the Securities Act of 1933, as amended, the
  Registrant certifies that it has reasonable grounds to believe that it meets all
  of the requirements for filing on Form S-8 and has duly caused this Registration
  Statement to be signed on its behalf by the undersigned, thereunto duly
  authorized, in the Township of Edison, State of New Jersey, on this 13th day of
  September, 2002.
  
                                          HANOVER CAPITAL MORTGAGE HOLDINGS, INC.
  
                                          By: /s/ John A. Burchett
                                              -----------------------------------
                                              John A. Burchett
                                              Chairman of the Board, President and
                                              Chief Executive Officer
  
         Pursuant to the requirements of the Securities Act of 1933, this Form S-8
  Registration Statement has been signed by the following persons in the
  capacities and on the date indicated.
  Signature                            Title                            Date
  ---------                            -----                            ----
  /s/ John A. Burchett     Chairman of the Board of Directors,     September 13, 2002
  ----------------------   President and Chief Executive
  John A. Burchett         Officer(Principal Executive
                           Officer)
  
  /s/ J. Holly Loux        Chief Financial Officer                 September 13, 2002
  ----------------------   (Principal Financial and
  J. Holly Loux            Accounting Officer)
  
         A majority of the Board of Directors (John A. Burchett, John A. Clymer,
  Joseph J. Freeman, Joyce S. Mizerak, Saiyid T. Naqvi, George J. Ostendorf, John
  N. Rees, James F. Stone, Irma N. Tavares).
  
  /s/ John A. Burchett     For Himself and as Attorney-in-Fact     September 13, 2002
  ----------------------
  John A. Burchett
  -6-
  EXHIBIT INDEX
  
  EXHIBIT
  NUMBER        DESCRIPTION
  ------        -----------
  
  4.1           Articles of Incorporation, as amended (incorporated by reference
                to the Registrant's Quarterly Report on Form 10-Q filed August 14,
                2002 (File No. 001-13417))
  
  4.2           By-Laws (incorporated by reference to the Registrant's
                Registration Statement on Form S-11, as amended (File No.
                333-29261))
  
  4.3           1997 Executive and Non-Employee Director Stock Option Plan
                (incorporated by reference to the Registrant's Registration
                Statement on Form S-11, as amended (File No. 333-29261))
  
  5.0           Opinion of Piper Rudnick LLP, counsel for the Registrant,
                regarding the legal validity of the shares of Common Stock being
                registered under this Registration Statement (filed herewith)
  
  23.1          Consent of Counsel (contained in Exhibit 5.0)
  
  23.2          Consent of Independent Auditors (filed herewith)
  
  24.0          Power of Attorney (filed herewith)
  
                                        -7-