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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 4

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(h) of the Investment Company Act of 1940

o	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Name and Address of Reporting
Person* (Last, First, Middle)

Issuer Name and Ticker or
Trading Symbol

I.R.S. Identification Number of Reporting
Person, if an entity (voluntary)

Ostendorf, George J.

Hanover Capital Mortgage Holdings, Inc. HCM

506 Marshall Street

Statement for Month/Year

If Amendment, Date of Original (Mo/Year)

8/22/02 8/26/02

(Street)

Relationship of Reporting Person(s)
to Issuer (Check All Applicable)

Individual or Joint/Group Filing
(Check Applicable Line)

St. Arlington Heights, IL 60004

(City) (State) (Zip)

Director

10% Owner

Form filed by One Reporting Person

Officer (give title below)

Form filed by More than One Reporting Person

Other (specify below)

Sr. Managing Director

If the form is filed by more than one reporting person, see instruction 4(b)(v).

Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

Title of Security
(Instr. 3)

Transaction Date
(Mo/Day/Year)

2a.

Deemed Execution
Date, if any.
(Mo/Day/Year)

Transaction Code
(Instr. 8)

Securities Acquired (A)
or Disposed of (D)
(Instr. 3, 4 and 5)

Amount of Securities
Beneficially Owned
Following Reported
Transactions(s)
(Instr. 3 and 4)

Ownership
Form:
Direct (D) or
Indirect (I)
(Instr. 4)

Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Code

Amount

(A)
or
(D)

Price

Common Stock

8/22/02

35,000

4.625

8/26/02

7,000

7.95

145,336

Page 2

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

Title of Derivative
Security
(Instr. 3)

Conversion or Exercise
Price of Derivative
Security

Transaction
Date
(Mo/Day/Year)

3a.

Deemed Execution Date, if any.
(Mo/Day/Year)

Transaction
Code
(Instr. 8)

Number of Derivative Securities
Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)

Code

(A)

(D)

Options

15.00

Options

15.75

7/1/02

Options **

4.625

8/26/02

Options ***

3.875

Page 3

Table II — Derivative Securities Acquired, Disposed of, or Beneficially Owned — Continued
(e.g., puts, calls, warrants, options, convertible securities)

Date Exercisable and
Expiration Date
(Mo/Day/Year)

Title and Amount
of Underlying Securities
(Instr. 3 and 4)

Price of Derivative
Security
(Instr. 5)

Number of Derivative
Securities Beneficially Owned
Following Reported Transaction(s)
(Instr. 4)

10.

Ownership Form of
Derivative Securities
Beneficially Owned
at End of Month
(Instr. 4)

11.

Nature of
Indirect
Beneficial
Ownership
(Instr. 4)

Date
Exercisable

Expiration
Date

Title

Amount or
Number of
Shares

9/19/01

9/18/07

Common Stock

24,399

Common Stock

18,630

Common Stock

35,000

***

Common Stock

34,400

Explanation of Responses:

* Options vest subject to performance standards described in the 1997 Executive and Non-Employee Director Stock Option Plan.

** Grant of options exercisable as follows: one-third at 7/29/00, one -third a 7/29/01 and one-third at 7/29/02 and expire 7/28/09.

*** Grant of options exercisable as follows: one-third at 5/18/01, one-third at 5/18/02 and one-third at 5/18/03 and expire 5/17/10.

/s/ George J. Ostendorf		September 10, 2002
**Signature of Reporting Person		Date

Reminder:		Report on a separate line for each class of securities beneficially owned directly or indirectly.

**		Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note:		File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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HANOVER CAPITAL MORTGAGE HOLDINGS INC 4