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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 ReportingPerson* (Last, First, Middle)

Issuer Name and Ticker orTrading Symbol

I.R.S. Identification Number of ReportingPerson, if an entity (~~voluntary~~Voluntary)

Ostendorf, George J.

Hanover Capital Mortgage Holdings, Inc. HCM

Leber, James

Hanover Capital Mortgage Holdings, Inc. HCM

506 Marshall Street

Statement for Month/Year

If Amendment, Date of Original (Mo/Year)

c/o HanoverTrade, Inc. 379 Thornall Street

Statement for (Month/Day/Year)

If Amendment, Date of Original (Month/Day/Year)

8/22/02 8/26/02

11/21/02

(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

Edison, NJ 08837 (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

Executive Vice President

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

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

*		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(MoMonth/Day/Year)

2a.

Deemed ExecutionDate, if any.(MoMonth/Day/Year)

Transaction Code(Instr. 8)

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

Amount of SecuritiesBeneficially OwnedFollowing Reported Transactions(s)(Instr. 3 and 4)

OwnershipForm:Direct (D) orIndirect (I)(Instr. 4)

Nature ofIndirectBeneficialOwnership(Instr. 4)

Code

Amount

(A)or(D)

Price

Common Stock

811/2221/02

~~35,000~~1062

47.~~625~~48

8/26/02

7,000

7.95

145,336

11/21/02

200

7.45

4,500

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

Title of DerivativeSecurity(Instr. 3)

Conversion or ExercisePrice of DerivativeSecurity

TransactionDate(MoMonth/Day/Year)

3a.

Deemed ~~Execution Date~~ExecutionDate, if any. (MoMonth/Day/Year)

TransactionCode(Instr. 8)

Number of Derivative SecuritiesAcquired (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

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

Date Exercisable andExpiration Date(MoMonth/Day/Year)

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

Price of DerivativeSecurity(Instr. 5)

Number of DerivativeSecurities Beneficially OwnedFollowing Reported Transaction(s) (Instr. 4)

10.

Ownership Form of Derivative ~~SecuritiesBeneficially~~Security:Direct ~~Ownedat~~(D) ~~End~~or ofIndirect ~~Month~~(I)(Instr. 4)

11.

Nature ofIndirectBeneficialOwnership(Instr. 4)

DateExercisable

ExpirationDate

Title

Amount orNumber ofShares

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.

James Leber		11/22/02
**Signature of Reporting Person		Date

** 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.

**		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.

*** 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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