8-K

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                             -----------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of earliest event reported): MAY 12, 2003

                     HANOVER CAPITAL MORTGAGE HOLDINGS, INC.
               (Exact Name of Registrant as Specified in Charter)

           MARYLAND                      001-13417               13-3950486
(State or Other Jurisdiction of   (Commission File Number)      (IRS Employer
        Incorporation)                                       Identification No.)

                  379 THORNALL STREET, EDISON, NEW JERSEY           08837
               (Address of Principal Executive Offices)           (ZIP Code)

        Registrant's telephone number, including area code (732) 548-0101



ITEM 9.  REGULATION FD DISCLOSURE (ITEM 12, DISCLOSURE OF RESULTS OF OPERATIONS
AND FINANCIAL CONDITION).

         The following information is furnished pursuant to Item 12, "Disclosure
of Results of Operations and Financial Condition":

         On May 12, 2003 Hanover Capital Mortgage Holdings, Inc. held a
conference call relating to the Company's first-quarter 2003 financial results.
The transcript of that conference call is attached hereto as Exhibit 99.1.

Pursuant to the interim guidance of the Securities and Exchange Commission in
Release No. 33-8216, the Company is including this Item 12 information under
Item 9 because Item 12 has not yet been added to the EDGAR system.

         The attached transcript includes a statement that "combined, our
subsidiaries had a pre-tax GAAP loss of 141,000. That included 385,000 in
amortization, so they have been a contributor to cash on an operating non-GAAP
basis". This may be considered a "non-GAAP" financial measure under Regulation
G. The Company believes that this measure is important and useful to investors
because it provides a clearer indication of the ability of the Company's
subsidiaries to conduct their operations without seeking additional capital from
the Company for the first quarter of 2003. However, there can be no assurance
that they will not need additional capital from the Company in the future.

Exhibit 99.1 contains "forward-looking statements" within the meaning of the
Private Securities Litigation Reform Act of 1995, including but not limited to
statements regarding our ability to pay future dividends, successfully invest
capital, achieve greater returns on investments, provide continued growth for
our stockholders, our second quarter 2003 results, and the performance of our
operating subsidiaries. Such forward-looking statements involve known and
unknown risks, uncertainties or other factors which may cause our actual
results, performance or achievements to be materially different from any future
results, performances or achievements expressed or implied by such
forward-looking statements. Those risks and uncertainties can include:
regulatory limitations on the types of investments in which we can participate;
fluctuation of interest rates, accelerated prepayment of principal, adverse
general economic trends, the ability of HanoverTrade and Hanover Capital
Partners to secure additional contracts, and our ability to retain key
employees, among others. For more complete information concerning factors that
could affect our results, please refer to our registration statements, reports
and other documents filed with the Securities and Exchange Commission. Investors
are cautioned that current results are not necessarily indicative of future
results, and actual results may differ from projected amounts.

ITEM 7.  EXHIBITS.

         Exhibit  Description

         99.1     Transcript of May 12, 2003 conference call

                         [Signature on following page.]

                                       -1-



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                         Hanover Capital Mortgage Holdings, Inc.

                                         /s/ J. Holly Loux
                                         ---------------------------------------
                                         Name:  J. Holly Loux
                                         Title: Chief Financial Officer and
                                                Treasurer

Date: May 19, 2003

                                       -2-



                                  EXHIBIT INDEX



Exhibit                          Description
- -------                          -----------
               
 99.1             Transcript of May 12, 2003 conference call


                                      -3-

EX-99.1

                                                                    EXHIBIT 99.1

THE OPERATOR

Good morning, ladies and gentlemen, and welcome to the Hanover Capital Mortgage
first-quarter 2003 conference call. At this time, all participants are in a
listen-only mode. A brief question-and-answer session will follow the formal
presentation. (CALLER INSTRUCTIONS) As a reminder, this conference is being
recorded. It is now my pleasure to introduce your host, Mr. John Burchett, Chief
Executive Officer of Hanover Capital Mortgage.

MR. JOHN BURCHETT

Good morning, and thanks, everyone, for coming on the call this morning. We made
our press release of our earnings release earlier this morning, and I have got
about four or five points I want to make in terms of that press release. The
first is we obviously had a good first quarter, fueled primarily by the sale of
some mortgage loans that came from collapsed securities. And these were two
securities that we refer to as 98-A and 98-B that we had the option to close out
the security by buying back the assets, paying off the debt, and selling the
resulting assets, which we did in the first quarter.

We also, at our last Directors' meeting, raised the dividend from 25 cents to 30
cents for this quarter, an increase of 20 percent. The sale of these securities
and our overall liquidity left us with about 18.7 million in cash, which
represents almost 41 percent of our stockholders' equity at the end of the
quarter, as shown on our GAAP statements. That is a high-liquidity position for
us and we are in the process of reinvesting that cash now, and will continue to
do that through the current quarter. Our book value increased to $10.15 a share,
up about 5.5 percent over the December number.

With reference to our subsidiaries, they are now showing on our financial
statements on a consolidated basis. Combined, our subsidiaries had a pretax GAAP
loss of 141,000. That included 385,000 in amortization, so they have been a
contributor to cash on an operating non-GAAP basis. We continue to operate under
our basic strategy, which is to grow the funds under management in the REIT. We
do have our one fund that we manage, which is the fund that runs sub and
nonperforming loans, and we continue to look for ways to expand that and other
funds. And in our operating subsidiaries, Hanover Capital Partners, we look to
be doing two things, really. One is to increase our efficiency within that
operation, and the second is to get more penetration into our current customer
base, which represents a large portion of the major mortgage players in the
market.

HanoverTrade, our other operating subsidiary, we look to do two things in there
as well. One is to increase our earnings and cash flow based on sale of some of
our technology, which we are showing some progress in the first quarter. And the
second one is to use this technology base as a method to increase the flow of
business in our trading site, our online trading site. So those are our main
objectives. We continue to push on those for the remainder of this year.

At this point, I will open it up for questions. And I will say the caveat to
start the questions with the Sarbanes-Oxley. I'm limited in what I can say in
terms of happenings in the future and even in terms of non-GAAP operations in
the numbers. So, if I sound selective in how I answer it, it is not because we
can't answer it. In most cases, it is because we would refer you to the
appropriate filings, both the earnings release we just filed and our 10-K and
10-Q periodic reports with the SEC. With that, I'll open it up.

THE OPERATOR

(CALLER INSTRUCTIONS) Mr. Taylor with David Taylor (ph) & Co.

                                                                               1



                                                                    EXHIBIT 99.1

THE CALLER

First question I have has to do with the dividend. Last year, when you declared
the first-quarter dividend, you made the statement that you felt you could
maintain the 25 cents throughout the four quarters, which you did, and possibly
pay an extra at year-end, which you also did. Is that the same -- do the same
statements apply to the 30 cent dividend in the first quarter this year?

MR. JOHN BURCHETT

I think in general terms, it would be our intent once we raise the dividend to
stick with that dividend. Clearly, if you look at the cash on our balance sheet,
we certainly have the ability to pay it from a cash point of view. As we stated
in the past and in our filings, it's obviously dependent on the earnings, but in
general, the first half of that is right. And David, since we don't forecast and
do any guidance on our earnings, the second would have to remain to be seen how
the year turns out. But obviously, if the GAAP income is significantly above
where we paid the dividend for the year, we would look at an extra at the end of
the year. But that will depend on (indiscernible).

THE CALLER

Okay, bear with me. I'm getting over laryngitis, and my voice hasn't completely
returned. I was not quite sure whether to view the press release favorably or
unfavorably, quite frankly. You had a large profit by historical standards, but
it was smaller than the gain from the sale of securities, which means that on an
ongoing operations basis -- well, as you pointed out, you had $141,000 loss.
Again, I know you're not projecting, but ongoing operations is what an analyst
typically uses to project -- to start with to project the future. Was there
something unusual with that 100 and some odd thousand dollar operating loss?

MR. JOHN BURCHETT

Well, the only thing I would say about the subsidiary operating loss is that in
Hanover Partners particularly, the first quarter tends to be the low point of
the year. It has historically been for us. So I would say that is part of that.
And I think the other thing, in looking over the whole situation for the
quarter, you can see we had a very large cash position, as I've mentioned, that
we need to reinvest. And that was a result both of the collapse and the sale of
the mortgages in the 98-A and 98-B, and when -- obviously the earnings, when
we're carrying that much cash, particularly in today's world of what you can
earn on cash, are not going to be where we would like them to be. So part of our
strategy and what we're doing now is to get that cash reinvested.

THE CALLER

You think you can get the excess cash reinvested during the course of the
current quarter?

MR. JOHN BURCHETT

During the course of the quarter, yes. We're fairly confident we can do that. We
have been investing right along here. We're almost halfway through the quarter
now, so we have done a significant amount of investing and continue to do that.

THE CALLER

And how do the yields on what you're buying compare with the securities -- the
yield on the securities that you sold?

MR. JOHN BURCHETT

In general, they are above it, and that is one of the reasons we did the
transaction, was to loosen up capital that we could put back into the market. If
you look over the longer period, longer view on that, the securities that we had
as a result of the 98, 98-B securitizations had decent returns, I'll put it that
way, for the last few quarters. But they were subject to changes in interest
rates, and the things we are investing in now for the base returns are less
sensitive to that. So that is another reason for doing it, for making the
changes.

                                                                               2



                                                                    EXHIBIT 99.1

THE CALLER

In the press release, you mentioned that there would be some unusual
compensation for executives -- I assume one is you -- in the second quarter. Can
you quantify that?

MR. JOHN BURCHETT

One is me, and I would rather not get into quantification, and again refer back
to the proxy statement, where it's pretty well spelled out in terms of what the
parameters of that are.

THE CALLER

Well then, why don't you just reiterate what's in the proxy statement for my
benefit?

MR. JOHN BURCHETT

Basically, there's three pieces to it, and they have to do -- the triggers are
the stock price, and the stock price measuring period is in the month of June.
It will be that way for the next two years after this. It is a three -- next
five years after that, with any three years being divided into three in terms of
what can happen. And basically, the three things are, there's 216,667 earnout
shares that are available. To the extent that the full earnout is not made in
any marking period, it would be one-third of that would be granted. There are
loans totaling 1 million 750 that are spread out between the four principals,
and again one-third of that on an earnout basis would be forgiven. And there
would be about 80,000 shares -- options, 160 options that would be available,
and I believe those have a strike price of 15, so that the actual cost may not
be as much on those. But that would be basically what would happen, given that
the earnout was met for the first marking period.

THE CALLER

Did the REIT itself lose money this past quarter?

MR. JOHN BURCHETT

No, the REIT itself made money.

THE CALLER

Excluding the onetime gain?

MR. JOHN BURCHETT

Excluding the onetime gain, it had a loss -- it would have had a loss in there.

THE CALLER

Why was that?  Because of the high cash position?

MR. JOHN BURCHETT

Because of the high cash position, yes.

THE CALLER

How did .com do -- HanoverTrade.com?

MR. JOHN BURCHETT

HanoverTrade.com on a pretax basis was minus 70,000.

THE CALLER

Any chance that that thing can become profitable on a regular basis?

MR. JOHN BURCHETT

That is our goal, that's what we're working toward on that, to continue to grow
it. Obviously, if you look

                                                                               3



                                                                    EXHIBIT 99.1

back for past three years, it's been good growth all the way through, and it is
our goal to get it to be there.

THE CALLER

Do you think it will get there to that point this year?

MR. JOHN BURCHETT

Again, we hope it will be, David. That is kind of where we have budgeted to be
positive for the year.

THE CALLER

Okay. A couple of years ago you were talking about somehow spinning off
HanoverTrade, separating it from the REIT and capital markets simply didn't
permit that at that time. Any thoughts about that going forward?

MR. JOHN BURCHETT

No thoughts right now. Our current plan -- as I said, our current strategy is to
grow all the businesses we currently have and to stay in all those businesses.
That is our current plan. Obviously things could change, depending on capital
markets and performance, but right now, our plan is to grow what we have.

THE CALLER

I find it hard to believe that you're going to make a profit in the second
quarter, from what I have seen out of this press release. Am I way off base?

MR. JOHN BURCHETT

Well, it depends on what happens with the executive compensation. If that is in
there, I would say that we would have to have a good quarter to make a profit.
That aside, in the normal course of operations, it should be profitable.

THE OPERATOR

Stephen Martin (ph).

THE CALLER

Two points, and one you sort of referred to. With HanoverTrade, is there
anything specific regarding the technology licensing going on that you can
address?

MR. JOHN BURCHETT

Well, I think that ones we have announced, we have had announcements on a couple
of major developments in there in the past. One is with a major customer of
licensing our Busch Technology along with our Asset OnSite and Asset Manager.
That's a major multiyear contract with that company. And the second big item was
the licensing of the technology to the Federal Deposit Insurance Company, Dallas
office, also under a multiyear contract. We do have a number of proposals of a
similar nature in the works right now. Nothing is obviously guaranteed, but we
do have a number of proposals that we are working on right now with other major
clients of a similar nature.

THE CALLER

Okay. And at the end of the fourth quarter, you mentioned that you were going to
try and get the brokerage community and the investment community a little more
familiar with the HCM story. Can you comment on those efforts?

MR. JOHN BURCHETT

I can. I made a trip to Europe, actually, to talk to some European investors. It
may seem kind of strange with a small company like ourselves, but we hired a new
financial relations and financial investment manager, and that firm had some
contacts in Europe, so we made that and talked to a number of potential
investors there. And we have a similar meeting coming up next month with some
potential investors. So we are in the process

                                                                               4



                                                                    EXHIBIT 99.1

of trying to get the word out on who we are and what we do.

THE OPERATOR

Mike Martin (ph).

THE CALLER

Welcome from Kentucky. We're involved in a little bit of a Derby controversy
right here, but we'll get through that. Let me just follow up a little bit on
your answer to Steve's last question. You've got one coming up, is that domestic
or again over in Europe?

MR. JOHN BURCHETT

The one coming up is in New York City. You might consider that foreign, but we
consider it part of the --

THE CALLER

That's in the right coast or the left coast or whatever they call it. Studying
the last 12 months, have you seen any change in credit quality in the stuff you
have to deal with, either --?

MR. JOHN BURCHETT

No, in terms of our basic underlying portfolio, we invest in, again, to go back,
we invest in the credit tranches from securitizations done by major originators.
And in terms of what we are buying and what we're holding, we continue to look
at pretty steady credit performance based on what we've had in the past.

THE CALLER

These are like already rated by an agency before you get involved with them,
right?

MR. JOHN BURCHETT

The overall securities are rated. Some of the pieces we buy are by definition
not rated, but the total is rated, and generally there is 7 actual tranches of
securities that are issued, the biggest one being AAA, and then there is six
lower classes. And we tend to invest in the three lower tranches, which are the
non-rated Single B and Double B. But the overall credit quality, and we watch
this closely at our monthly risk meetings, has been steady.

THE CALLER

Okay. And this is another question not really related to your company, but just
in talking with other folks, executives, what's your take on the economy? Are we
starting to do better on the economy? You got a feel for that?

MR. JOHN BURCHETT

I don't have a feel for that. I guess the only feel I have is anecdotal evidence
on a personal basis, but I think we've got a ways to go before the economy comes
back. But I don't have any great insight. I'm not an economist and don't pretend
to be, and we don't try to forecast interest rates, so I don't really have a
good handle on that.

THE CALLER

Okay.  Thank you.

THE OPERATOR

Mr. Fowler (ph) with JMP Securities.

THE CALLER

Quick question for you. If you could just expand a bit on two items on the
income statement. The first is the due diligence fees, how you see that shaping
up here in the second quarter, since we are halfway through? And

                                                                               5



                                                                    EXHIBIT 99.1

also on the expense side, the 942,000 for the subcontractor, what is that entity
doing for you?

MR. JOHN BURCHETT

Okay, Jim, congratulations.  I saw your name in the Wall Street Journal.

THE CALLER

Thanks a lot.

MR. JOHN BURCHETT

That was nice. I guess the two things, one is due diligence fees. That is one of
the core businesses within Hanover Capital Partners. As I said, first quarter
tends to be the low point of our -- at least from a budgeting and historical
point of view on that business, so we'd expect the second quarter to be strong
in that area. And the subcontractor expense is a separate line item. Again, in
the Hanover Capital Partners business, we run a nationwide due diligence and
consulting business. Quite a number of our consultants are on a subcontractor
basis. Many of them we keep on the payroll as subcontractors, but we classify
them from the income statement point of view as subcontractors. So those people
are the ones that are actually doing the work, and they are on an as-needed
basis. For the most part, we hire them when we have jobs. So that number should
go up and down, primarily with the due diligence and other consulting business
revenue.

THE CALLER

Got it. So this is no incremental expense to what you typically have in running
that business --?

MR. JOHN BURCHETT

That's right. We're seeing different numbers -- different categories, if you
will, show up as we go to a consolidated statement. As you recall last year, we
took the two subsidiaries and bought out the minority equity positions that were
owned by the partners so that we could consolidate them, and that is why you see
a difference in some numbers that change around as we go forward. But once we
get through a year, then they'll be on a common basis, which we think is going
to be better for understanding across the board on what we have.

THE CALLER

And if you could just help me on the equity investment in HDMF. Down a couple
million dollars fourth quarter to first quarter. Could you talk to us about the
operations of that company?

MR. JOHN BURCHETT

HDMF is the company that buys sub and nonperforming loans, holds them until we
resolve them, and their resolution can be either running all the way through the
foreclosure and sale of the real property, to having them come current and pay
off, to taking the short payment. So there's a variety of ways it can be cured.
Basically, the change in the reporting period was due to two things, really. One
would have been some sales or disposition of loans or assets, and the larger,
second one would have been our financing line that we have in the company came
into play. So we are able to take some equity out of the transaction for all the
partners as a result of the leverage. We have a three-year $100 million line of
credit, and as we buy assets, sometimes there's a period, as we get the
documentation together before they get financed by the leverage line, but when
they do, we take some equity back out. So the bulk of the equity that came back
out would've been from the addition of leverage in there from our line.

THE CALLER

And are there any -- I'm fine.

THE OPERATOR

Mr. Burchett, there are no further questions at this time.

                                                                               6



                                                                    EXHIBIT 99.1

MR. JOHN BURCHETT

Once again, I would like to thank everybody for being on the call. To the extent
I can answer any further questions, feel free to call me. And thank you very
much.

THE OPERATOR

This concludes today's conference. Thank you for your participation. (CONFERENCE
CALL CONCLUDED)

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