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                                                                 EXHIBIT 10.31.5



                             AMENDMENT NUMBER EIGHT
                                     to the
             Amended and Restated Master Loan and Security Agreement
                           Dated as of March 27, 2000
                                      among
                     HANOVER CAPITAL MORTGAGE HOLDINGS, INC.
                          HANOVER CAPITAL PARTNERS LTD.
                                       and
                   GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.

         This AMENDMENT NUMBER EIGHT is made this 26th day of April, 2004, among
HANOVER CAPITAL MORTGAGE HOLDINGS, INC. and HANOVER CAPITAL PARTNERS LTD., each
having an address at 379 Thornall Street, Edison, New Jersey 08837 (each, a
"Borrower" and collectively, "the Borrowers") and GREENWICH CAPITAL FINANCIAL
PRODUCTS, INC., having an address at 600 Steamboat Road, Greenwich, Connecticut
06830 (the "Lender"), to the Amended and Restated Master Loan and Security
Agreement, dated as of March 27, 2000, by and between the Borrowers and the
Lender, as amended (the "Agreement"). Capitalized terms used but not otherwise
defined herein shall have the meanings assigned to such terms in the Agreement.

                                    RECITALS

         WHEREAS, the Borrowers have requested that the Lender agree to amend
the Agreement, subject to the terms hereof, to increase the Maximum Committed
Amount under the Agreement to $20,000,000 and to extend the term thereof to
April 25, 2005 and the Lender has agreed to such request, and the Borrowers and
the Lender have agreed to make such additional modifications to the Agreement as
more expressly set forth below.

         WHEREAS, as of the date of this Amendment Number Eight, the Borrowers
represent to the Lender that they are in compliance with all of the
representations and warranties and all of the affirmative and negative covenants
set forth in the Agreement.

         WHEREAS, in order to induce the Lender to enter into this Amendment
Number Eight the Borrowers have agreed to pay the Lender a facility fee in an
amount equal to $500,000.

         NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and of the mutual covenants herein
contained, the parties hereto hereby agree as follows:

         SECTION 1. Effective as of April 26, 2004, the definition of "Maximum
Committed Amount" in Section 1 of the Loan Agreement is hereby amended to read
in its entirety as follows:

                  "Maximum Committed Amount" shall mean $20,000,000.
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         SECTION 2. Effective as of April 26, 2004, the definition of "Maximum
Credit" in Section 1 of the Loan Agreement is hereby amended to read in its
entirety as follows:

                  "Maximum Credit" shall mean the sum of the Maximum Committed
         Amount and the Maximum Uncommitted Amount, which on the date hereof
         shall equal $20,000,000.

         SECTION 3. Effective as of April 26, 2004, the definition of
"Non-Investment Grade Bond Sublimit" in Section 1 of the Loan Agreement is
hereby amended to read in its entirety as follows:

                  "Non-Investment Grade Bond Sublimit" shall mean $20,000,000.

         SECTION 4. Effective as of April 26, 2004, the definition of
"Termination Date" in Section 1 of the Agreement is hereby amended to read in
its entirety as follows:

                  "Termination Date" shall mean April 25, 2005 or such earlier
         date on which this Loan Agreement shall terminate in accordance with
         the provisions hereof or by operation of law.

         SECTION 5. Effective as of April 26, 2004, Section 3.06 of the Loan
Agreement is hereby amended by adding the following sentences to the end of such
section:

         On April 26, 2004, the Borrowers shall pay to the Lender a facility fee
         in connection with the extension of the Termination Date hereunder,
         equal to $500,000. Such facility fee shall not be subject to offset or
         credit against any underwriting fees earned by the Lender at any time.
         The extension of the Termination Date to April 25, 2005 shall become
         effective upon receipt by the Lender of such facility fee.

         SECTION 6. Effective as of April 26, 2004, Section 7.09(a) of the Loan
Agreement is hereby amended to read in its entirety as follows:

         (a)      Maintenance of Tangible Net Worth. Hanover Capital Holdings
                  shall at all times maintain Tangible Net Worth of not less
                  than $56,000,000.

         SECTION 7. Defined Terms. Any terms capitalized but not otherwise
defined herein shall have the respective meanings set forth in the Agreement.

         SECTION 8. Fees and Expenses. The Borrowers agree to pay to the Lender
all fees and out of pocket expenses incurred by the Lender in connection with
this Amendment Number Eight (including all reasonable fees and out of pocket
costs and expenses of the Lender's legal counsel incurred in connection with
this Amendment Number Eight), in accordance with Section 11.03 of the Agreement
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         SECTION 9. Facility Fee. In order to induce the Lender to enter into
this Amendment Number Eight, the Borrowers hereby agree to pay to the Lender, in
addition to any other amounts required pursuant to the Agreement, a facility fee
equal to $500,000 to be paid to the Lender upon execution of this Amendment
Number Eight. Such facility fee shall be paid in dollars, in immediately
available funds, in accordance with the Lender's instructions. This Amendment
Number Eight shall be effective upon the Lender's receipt of such facility fee.

         SECTION 10. Limited Effect. Except as amended hereby, the Agreement
shall continue in full force and effect in accordance with its terms. Reference
to this Amendment Number Eight need not be made in the Agreement or any other
instrument or document executed in connection therewith, or in any certificate,
letter or communication issued or made pursuant to, or with respect to, the
Agreement, any reference in any of such items to the Agreement being sufficient
to refer to the Agreement as amended hereby.

         SECTION 11. Representations. The Borrowers hereby represent to the
Lender that as of the date hereof, the Borrowers are in full compliance with all
of the terms and conditions of the Agreement and no Default or Event of Default
has occurred and is continuing under the Agreement.

         SECTION 12. Governing Law. This Amendment Number Eight shall be
construed in accordance with the laws of the State of New York and the
obligations, rights, and remedies of the parties hereunder shall be determined
in accordance with such laws without regard to conflict of laws doctrine applied
in such state (other than Sections 5-1401 and 5-1402 of the New York General
Obligations Law).

         SECTION 13. Counterparts. This Amendment Number Eight may be executed
by each of the parties hereto on any number of separate counterparts, each of
which shall be an original and all of which taken together shall constitute one
and the same instrument.



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         IN WITNESS WHEREOF, the Borrowers and the Lender have caused this
Amendment Number Eight to be executed and delivered by their duly authorized
officers as of the day and year first above written.

                             HANOVER CAPITAL MORTGAGE
                             HOLDINGS, INC.
                             (Borrower)


                             By:
                                  ----------------------------------------------
                             Name:  John A. Burchett
                             Title: Chief Executive Officer & President


                             HANOVER CAPITAL PARTNERS LTD.
                             (Borrower)


                             By:
                                  ----------------------------------------------
                             Name:  John A. Burchett
                             Title: Chief Executive Officer


                             GREENWICH CAPITAL FINANCIAL PRODUCTS, INC.
                             (Lender)


                             By:
                                  ----------------------------------------------
                             Name:
                             Title: