content: <PAGE>
       As filed with the Securities and Exchange Commission on March 14, 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 Identification No.)
   Incorporation or organization)
  
             379 THORNALL ST.
               2ND FLOOR
           EDISON, NEW JERSEY                               08837
  (Address of principal executive offices)                (Zip Code)
  
         HANOVER CAPITAL MORTGAGE HOLDINGS, INC. 1999 EQUITY INCENTIVE 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
    1999 Equity Incentive Plan                449,812             $4.262             $1,917,099           $176.37
                                               38,000             $7.84              $  297,920           $ 27.41
  ====================================================================================================================
  TOTAL                                       487,812                                $2,215,019           $203.78
  ====================================================================================================================
  </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 487,812 shares of Common Stock under
  the 1999 Equity Incentive Plan (the "1999 Plan"), 449,812 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 1999 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 of outstanding but unexercised options
  previously issued under the 1999 Plan (i.e., $4.262), and (ii) with respect to
  shares not subject to any outstanding awards under the 1999 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 March 11, 2002
  (i.e., $7.84).
  
  
  
  <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, 2000;
  
       (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 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.
  
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
  
                                        -3-
  
  <PAGE>
  
  
  
  ITEM 8.  EXHIBITS.
  
  EXHIBIT
  NUMBER         DESCRIPTION
  -------        -----------
   4.1           Articles of Incorporation, as amended (incorporated by reference
                 to the Registrant's Registration Statement on Form S-11, as
                 amended (File No. 333-29261))
  
   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           1999 Equity Incentive Plan (incorporated by reference to the
                 Registrant's Annual Report on Form 10-K filed March 30, 2000
                 (File No. 001-13417))
  
   5.0           Opinion of Piper Marbury Rudnick & Wolfe LLP, counsel for the
                 Registrant, regarding the legal validity of the shares of Common
                 Stock being registered under this Registration Statement
  
  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 (1)(i) and (1)(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 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.
  
       (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.
  
  
                                        -4-
  
  <PAGE>
  
            (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 City of Edison, New Jersey, on the 14th day of March, 2002.
  
                                       HANOVER CAPITAL MORTGAGE HOLDINGS, INC.
  
  
                                       By:  /s/ John A. Burchett
                                          --------------------------------------
                                          John A. Burchett
                                          Chairman of the Board 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 and Chief             March 14, 2002
  ---------------------------------                       Executive Office
  John A. Burchett                                 (Principal Executive Officer)
  
  /s J. Holly Loux                                    Chief Financial Officer                        March 14, 2002
  ---------------------------------          (Principal Financial and Accounting Officer)
  J. Holly Loux
  </TABLE>
  
  
       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).
  
  <TABLE>
  <S>                                        <C>                                                     <C>
  /s John A. Burchett                           For Himself and as Attorney-in-Fact                  March 14, 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 Registration Statement on Form S-11, as
                 amended (File No. 333-29261))
  
   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           1999 Equity Incentive Plan (incorporated by reference to the
                 Registrant's Annual Report on Form 10-K filed March 30, 2000
                 (File No. 001-13417))
  
   5.0           Opinion of Piper Marbury Rudnick & Wolfe LLP, counsel for the
                 Registrant, regarding the legal validity of the shares of Common
                 Stock being registered under this Registration Statement
  
  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-
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metadata_filer: {"company-data": {"conformed-name": "HANOVER CAPITAL MORTGAGE HOLDINGS INC", "cik": "0001040719", "assigned-sic": "6162", "irs-number": "133950486", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84290", "film-number": "02574738"}, "business-address": {"street1": "90 WEST ST", "street2": "SUITE 2210", "city": "NEW YORK", "state": "NY", "zip": "10006", "phone": "2127325086"}, "mail-address": {"street1": "90 WEST ST STE 1508", "city": "NEW YORK", "state": "NY", "zip": "10006"}}
text: As filed with the Securities and Exchange Commission on March 14, 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 Identification No.)
   Incorporation or organization)
  
             379 THORNALL ST.
               2ND FLOOR
           EDISON, NEW JERSEY                               08837
  (Address of principal executive offices)                (Zip Code)
  
         HANOVER CAPITAL MORTGAGE HOLDINGS, INC. 1999 EQUITY INCENTIVE 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
    1999 Equity Incentive Plan                449,812             $4.262             $1,917,099           $176.37
                                               38,000             $7.84              $  297,920           $ 27.41
  ====================================================================================================================
  TOTAL                                       487,812                                $2,215,019           $203.78
  ====================================================================================================================
  (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 487,812 shares of Common Stock under
  the 1999 Equity Incentive Plan (the "1999 Plan"), 449,812 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 1999 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 of outstanding but unexercised options
  previously issued under the 1999 Plan (i.e., $4.262), and (ii) with respect to
  shares not subject to any outstanding awards under the 1999 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 March 11, 2002
  (i.e., $7.84).
  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, 2000;
  
       (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 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.
  
  ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.
  
       Not applicable.
  
                                        -3-
  ITEM 8.  EXHIBITS.
  
  EXHIBIT
  NUMBER         DESCRIPTION
  -------        -----------
   4.1           Articles of Incorporation, as amended (incorporated by reference
                 to the Registrant's Registration Statement on Form S-11, as
                 amended (File No. 333-29261))
  
   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           1999 Equity Incentive Plan (incorporated by reference to the
                 Registrant's Annual Report on Form 10-K filed March 30, 2000
                 (File No. 001-13417))
  
   5.0           Opinion of Piper Marbury Rudnick & Wolfe LLP, counsel for the
                 Registrant, regarding the legal validity of the shares of Common
                 Stock being registered under this Registration Statement
  
  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 (1)(i) and (1)(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 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.
  
       (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.
  
                                        -4-
  (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 City of Edison, New Jersey, on the 14th day of March, 2002.
  
                                       HANOVER CAPITAL MORTGAGE HOLDINGS, INC.
  
                                       By:  /s/ John A. Burchett
                                          --------------------------------------
                                          John A. Burchett
                                          Chairman of the Board 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 and Chief             March 14, 2002
  ---------------------------------                       Executive Office
  John A. Burchett                                 (Principal Executive Officer)
  
  /s J. Holly Loux                                    Chief Financial Officer                        March 14, 2002
  ---------------------------------          (Principal Financial and Accounting Officer)
  J. Holly Loux
  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                  March 14, 2002
  ---------------------------------
  John A. Burchett
  -6-
  EXHIBIT INDEX
  
  EXHIBIT
  NUMBER         DESCRIPTION
  -------        -----------
   4.1           Articles of Incorporation, as amended (incorporated by reference
                 to the Registrant's Registration Statement on Form S-11, as
                 amended (File No. 333-29261))
  
   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           1999 Equity Incentive Plan (incorporated by reference to the
                 Registrant's Annual Report on Form 10-K filed March 30, 2000
                 (File No. 001-13417))
  
   5.0           Opinion of Piper Marbury Rudnick & Wolfe LLP, counsel for the
                 Registrant, regarding the legal validity of the shares of Common
                 Stock being registered under this Registration Statement
  
  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-