<PAGE>
As filed with the Securities and Exchange Commission
on January 30, 1998
Registration No. 000-23569
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
__________________
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) or 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
HEADLANDS MORTGAGE COMPANY
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(Exact Name of registrant as specified in its charter)
California 94-2851992
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)
1100 Larkspur Landing Circle, Suite 101
Larkspur, California 94939
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(Address of principal (Zip Code)
Executive Offices)
If this Form relates to the If this Form relates to the
registration of a class of registration of a class of securities
securities pursuant to Section pursuant to Section 12(g) of the
12(b) of the Exchange Act and is Exchange Act and is effective
effective pursuant to General pursuant to General Instruction A.(c)
Instruction A.(c), please check the please check the following box. [X]
following box [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
- ------------------- ------------------------------
Not applicable Not applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, no par value
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
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The title of the stock of the Registrant being registered hereby is
Common Stock, no par value ("the Common Stock"). The description of
the Common Stock is contained in the Registrant's Registration
Statement on Form S-1, Amendment No. 4, as filed with the Securities
and Exchange Commission as of the date hereof under the captions
"Prospectus Summary," "Description of Capital Stock" and "Federal
Income Tax Considerations," which description is hereby incorporated
herein by reference thereto.
Item 2. Exhibits
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Instruments defining the rights of holders of the securities being
registered hereunder:
3.1+ Composite Articles of Incorporation of the Registrant.
3.3+ Amended and Restated Bylaws of the Registrant.
4.3+ Specimen Common Stock Certificate
______________________________
+ Incorporated by reference to the correspondingly numbered
exhibit to the Registration Statement on Form S-1 (Reg. No.
333-38267), filed by the Registrant with the Securities and
Exchange Commission on October 20, 1997.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its behalf by the undersigned, thereunto duly authorized.
Date: January 29, 1998
HEADLANDS MORTGAGE COMPANY
By: /s/ Kristen Decker
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Kristen Decker
Senior Vice President
and Controller
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<PAGE>
EXHIBIT INDEX
Exhibit Number Page Number
- -------------- -----------
3.1+ Composite Articles of Incorporation of the Registrant.
3.3+ Amended and Restated Bylaws of the Registrant.
4.3+ Specimen Common Stock Certificate
______________________________
+ Incorporated by reference to the correspondingly numbered exhibit to
the Registration Statement on Form S-1 (Reg. No. 333-38267) filed by
the Registrant with the Securities and Exchange Commission on October
20, 1997.
HHH\HMC0128A.8AA
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