<PAGE>
 
     As filed with the Securities and Exchange Commission on March 19, 1998

                                                 Registration No. ______________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                
                                  -----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933


                           HEADLANDS MORTGAGE COMPANY
             (Exact Name of registrant as specified in its charter)



         California                                    94-2851992
(State or other jurisdiction of         (I.R.S. employer identification no.)
incorporation or organization)



      1100 Larkspur Landing Circle, Suite 101, Larkspur, California 94939
              (Address of principal executive offices)  (Zip code)

                           HEADLANDS MORTGAGE COMPANY


           1997 EXECUTIVE AND NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

                            (Full title of the plan)

                                  -----------

                                 Peter T. Paul
                                   President
                           Headlands Mortgage Company
                    1100 Larkspur Landing Circle, Suite 101
                           Larkspur, California 94939
                                 (415) 461-6790
(Name, address and telephone number, including area code, of agent for service)

                                  -----------

                    PLEASE SEND COPIES OF COMMUNICATIONS TO:
                            Phillip R. Pollock, Esq.
                                 Tobin & Tobin
                        500 Sansome Street, Eighth Floor
                        San Francisco, California 94111

                                  -----------

<TABLE> 
<CAPTION> 
                                     CALCULATION OF REGISTRATION FEE

============================================================================================================
<S>                         <C>                <C>                    <C>                       <C>  
                                               Proposed maximum       Proposed maximum
 Title of securities to      Amount to be      offering price per     aggregate offering         Amount of
    be registered            registered            share                  price             registration fee
-------------------------------------------------------------------------------------------------------------
Common Stock,
no par value                 1,970,000(1)        $16.19(2)            $31,894,300(2)           $9,409(2)
==============================================================================================================
</TABLE>


(1)  This Registration Statement also covers such additional number of shares of
     Common Stock as may be issuable by reason of the operation of the anti-
     dilution of the Plan.
(2)  Calculated in accordance with Rule 457(c) and (h) based on the average of
     the high and low prices, reported for the Common Stock on the Nasdaq
     National Market on March 16, 1998 of $16.19 per share.
<PAGE>
 
                                 PART I


             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


          The documents containing the information required by Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1).  Such documents need not be filed with the
Securities and Exchange Commission ("Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.  These documents and the documents incorporated by reference in the
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").


                                 PART II


              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


          The following documents filed by Headlands Mortgage Company (the
"Company") with the Commission are incorporated in and made a part of this
Registration Statement by reference:

          (a) The Company's Prospectus, dated February 4, 1998, and filed
pursuant to Rule 424(b) under the Securities Act on February 5, 1998.

          (b) The Company's Form 8-K dated February 4, 1998 and filed on
February 5, 1998.

          (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed December 29, 1997 and
amended on January 30, 1998 and February 3, 1998.

          All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and made a part
hereof from their respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
provided, however, the documents enumerated above or subsequently filed by the
Registrant under such Sections of the Exchange Act in each year during which the
offering made by the Registration Statement is in effect prior to the filing
with the Commission of the Registrant's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents to be incorporated by reference in this
Registration Statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.

          Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

               Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

               None.
 

                                       2
<PAGE>
 
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS


          Section 204(a)(10)(A) of the General Corporation Law of the State of
California ("GCL") allows a corporation to eliminate the personal liability of a
director for monetary damages in an action brought by or in the right of the
corporation for breach of a director's duties to the corporation and its
stockholders, except that such provision may not eliminate or limit the
liability of directors for (i) acts or omissions that involve intentional
misconduct or a knowing and culpable violation of law, (ii) acts or omissions
that a director believes to be contrary to the best interests of the corporation
or its stockholders or that involve the absence of good faith on the part of the
director, (iii) any transaction from which a director derived an improper
personal benefit, (iv) acts or omissions that show a reckless disregard for the
director's duty to the corporation or its stockholders in circumstances in which
the director was aware, or should have been aware, in the ordinary course of
performing a director's duties, of a risk of serious injury to the corporation
or its stockholders, (v) acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's duty to the
corporation or its stockholders, (vi) certain liabilities arising from contracts
with the corporation in which the director has material a financial interest,
(vii) the making of any distributions to stockholders contrary to the law,
(viii) the distribution of assets to shareholders after dissolution proceedings
without paying or adequately providing for all known liabilities of the
corporation within certain time limits, and (ix) the making of any loan or
guaranty contrary to law.  The Registrant's Articles of Incorporation contain a
provision which eliminates directors' personal liability as set forth above,
except, as required by Section 204(a)(10)(B) and (C) of the GCL, any liability
of a director for any act or omission occurring prior to the date of the
provision's effectiveness, or any liability for an officer's acts or omissions,
notwithstanding that the officer is also a director or that the officer's
actions, if negligent or improper, have been ratified by the directors.

          Section 317 of the GCL ("Section 317") empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any proceeding (other than an action by or in the right of the corporation to
procure a judgment in its favor) by reason of the fact that the or she is or was
a director, officer, employee or agent of the corporation, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with the proceeding if that person acted in good faith and in a
manner the person reasonably believed to be in the best interests of the
corporation and, in the case of a criminal proceeding, had no reasonable cause
to believe the conduct of the person was unlawful.  The termination of any
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent does not, of itself, create a presumption that the
person did not act in good faith and in a manner which the person reasonably
believed to be in the best interests of the corporation or that the person had
reasonable cause to believe that the person's conduct was unlawful.  Section 317
empowers the corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action by
or in the right of the corporation to procure a judgment in its favor by reason
of the fact that the person is or was a director, officer, employee or agent of
the corporation, against expenses actually and reasonably incurred by that
person in connection with the defense or settlement of the action if the person
acted in good faith, in a manner the person believed to be in the best interests
of the corporation and its stockholders, provided that (i) the person is
successful on the merits or (ii) such amounts are paid with court approval.
Section 317 also provides that, unless a person is successful on the merits in
defense of any proceeding referred to above, indemnification may be made unless
a person is successful on the merits in defense of any proceeding referred to
above, indemnification may be made only if authorized in the specific case, upon
a determination that indemnification is proper in the circumstances because the
indemnified person met the applicable standard of conduct described above by one
of the following:  (1) a majority vote of a quorum consisting of directors who
are not parties to such proceedings; (2) if such quorum is not obtainable, by
independent legal counsel in a written opinion; (3) by approval of stockholders
with such indemnified person's shares not being entitled to vote thereon; or (4)
by the court in which the proceeding is or was pending upon application by or on
behalf of the person.  Such indemnification may be advanced to the indemnified
person upon the receipt of the corporation of an undertaking by or on behalf of
the indemnified person to repay such amount in the event it shall be ultimately
determined that such indemnified person is not entitled to indemnification.
Section 317 also allows the corporation, by express provision in its articles,
to authorize additional rights for indemnification pursuant to Section
204(a)(11).

          The Bylaws of the Registrant provide that the Registrant shall
indemnify its directors and officers against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding arising by reason of such person being or having been a
director or officer of the corporation and shall advance to such director or
officer expenses incurred in defending any such proceeding to the fullest extent
permissible

                                       3
<PAGE>
 
under California law.  The Bylaws also provide that the Registrant may indemnify
its employees and agents for such expenses by resolution of the Board of
Directors.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable

ITEM 8.  EXHIBITS


Exhibit #      Description
---------      -----------

4.1*           Specimen Common Stock Certificate

5              Opinion of Tobin & Tobin


10             1997 Executive And Non-Employee Director Stock Option Plan


23.1           Consent of Tobin & Tobin (included in Exhibit 5)

23.2           Consent of KPMG Peat Marwick LLP

24             Power of Attorney (included with signature page)

____________________________

*    Previously filed and incorporated by reference to the correspondingly
     numbered exhibit to the Registration Statement on Form S-1 (333-38267)
     filed by the Registrant with the Securities and Exchange Commission.


ITEM 9.  UNDERTAKINGS

          (a)  The undersigned registrant hereby undertakes:
 
          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by, or furnished to the Commission by, the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement;

                                       4
<PAGE>
 
          (2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof; and

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          (b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as indemnification of liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       5
<PAGE>
 
                                 SIGNATURES


     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Larkspur, State of California, on March 18, 1998.

                                HEADLANDS MORTGAGE COMPANY

                                By  /s/ Peter T. Paul
                                    -----------------
                                    Peter T. Paul
                                    (President )


                               POWER OF ATTORNEY


  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Peter T. Paul, Becky S. Poisson, Gilbert J. MacQuarrie,
Steven M. Abreu and Paul Casellini, and each of them, his or true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities including his or her capacity as a director and/or officer of
Headlands Mortgage Company, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:

<TABLE> 
<CAPTION> 
           Signature                                       Position                                         Date
           ---------                                       --------                                         ----
<S>                                             <C>                                                        <C> 
             

/s/ Peter T. Paul
---------------------------------------         President, Chief Executive Officer and Director        March 18, 1998
Peter T. Paul                                   (Principal Executive Officer)

/s/ Becky S. Poisson
---------------------------------------         Executive Vice President  Operations and Director      March 18, 1998
Becky S. Poisson

/s/ Gilbert J. MacQuarrie
---------------------------------------         Executive Vice President, Chief Financial Officer,     March 18, 1998
Gilbert J. MacQuarrie                           Secretary and Director
                                                (Principal Financial Officer)

Steven M. Abreu
---------------------------------------         Executive Vice President, Production and Secondary     March 18, 1998
Steven M. Abreu                                 Marketing

---------------------------------------
Mark L. Korell                                  Director                                               March ___, 1998
 
---------------------------------------
Leonard Auerbach                                Director                                               March ___, 1998
 
---------------------------------------
Mark E. Lachtman                                Director                                               March ___, 1998

/s/ Kristen Decker                              Senior Vice President and Controller                   March 18, 1998
---------------------------------------         (Principal Accounting Officer)
Kristen Decker
 
</TABLE> 

                                       6
<PAGE>
 
ITEM 10.  EXHIBITS


Exhibit #      Description
---------      -----------

4.1*           Specimen Common Stock Certificate

5              Opinion of Tobin & Tobin

10             1997 Executive And Non-Employee Director Stock Option Plan

23.1           Consent of Tobin & Tobin (included in Exhibit 5)

23.2           Consent of KPMG Peat Marwick LLP

24             Power of Attorney (included with signature page)

____________________________

*    Previously filed and incorporated by reference to the correspondingly
     numbered exhibit to the Registration Statement on Form S-1 (333-38267)
     filed by the Registrant with the Securities and Exchange Commission.

                                       7
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22958}]
{"company-data": {"conformed-name": "HEADLANDS MORTGAGE CO", "cik": "0001046207", "assigned-sic": "6162", "irs-number": "942851992", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48253", "film-number": "98569038"}, "business-address": {"street1": "700 LARKSPUR LANDING CIRCLE STE 250", "city": "LARKSPUR", "state": "CA", "zip": "94939", "phone": "4154616790"}, "mail-address": {"street1": "700 LARKSPUR LANDIND CIRCLE STE 250", "city": "LARKSPUR", "state": "CA", "zip": "94939"}}
As filed with the Securities and Exchange Commission on March 19, 1998

                                                 Registration No. ______________
================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                
                                  -----------

                                    FORM S-8

                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933

                           HEADLANDS MORTGAGE COMPANY
             (Exact Name of registrant as specified in its charter)

         California                                    94-2851992
(State or other jurisdiction of         (I.R.S. employer identification no.)
incorporation or organization)

      1100 Larkspur Landing Circle, Suite 101, Larkspur, California 94939
              (Address of principal executive offices)  (Zip code)

                           HEADLANDS MORTGAGE COMPANY

           1997 EXECUTIVE AND NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN

                            (Full title of the plan)

                                  -----------

                                 Peter T. Paul
                                   President
                           Headlands Mortgage Company
                    1100 Larkspur Landing Circle, Suite 101
                           Larkspur, California 94939
                                 (415) 461-6790
(Name, address and telephone number, including area code, of agent for service)

                                  -----------

                    PLEASE SEND COPIES OF COMMUNICATIONS TO:
                            Phillip R. Pollock, Esq.
                                 Tobin & Tobin
                        500 Sansome Street, Eighth Floor
                        San Francisco, California 94111

                                  -----------
CALCULATION OF REGISTRATION FEE

============================================================================================================
Proposed maximum       Proposed maximum
 Title of securities to      Amount to be      offering price per     aggregate offering         Amount of
    be registered            registered            share                  price             registration fee
-------------------------------------------------------------------------------------------------------------
Common Stock,
no par value                 1,970,000(1)        $16.19(2)            $31,894,300(2)           $9,409(2)
==============================================================================================================
(1)  This Registration Statement also covers such additional number of shares of
     Common Stock as may be issuable by reason of the operation of the anti-
     dilution of the Plan.
(2)  Calculated in accordance with Rule 457(c) and (h) based on the average of
     the high and low prices, reported for the Common Stock on the Nasdaq
     National Market on March 16, 1998 of $16.19 per share.
PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

          The documents containing the information required by Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428(b)(1).  Such documents need not be filed with the
Securities and Exchange Commission ("Commission") either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.  These documents and the documents incorporated by reference in the
registration statement pursuant to Item 3 of Part II of this form, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act of 1933, as amended (the "Securities Act").

                                 PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

          The following documents filed by Headlands Mortgage Company (the
"Company") with the Commission are incorporated in and made a part of this
Registration Statement by reference:

          (a) The Company's Prospectus, dated February 4, 1998, and filed
pursuant to Rule 424(b) under the Securities Act on February 5, 1998.

          (b) The Company's Form 8-K dated February 4, 1998 and filed on
February 5, 1998.

          (c) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A, filed December 29, 1997 and
amended on January 30, 1998 and February 3, 1998.

          All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold shall be deemed
to be incorporated by reference in this Registration Statement and made a part
hereof from their respective dates of filing (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents");
provided, however, the documents enumerated above or subsequently filed by the
Registrant under such Sections of the Exchange Act in each year during which the
offering made by the Registration Statement is in effect prior to the filing
with the Commission of the Registrant's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents to be incorporated by reference in this
Registration Statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.

          Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement.  Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

               Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

               None.
 

                                       2
ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

          Section 204(a)(10)(A) of the General Corporation Law of the State of
California ("GCL") allows a corporation to eliminate the personal liability of a
director for monetary damages in an action brought by or in the right of the
corporation for breach of a director's duties to the corporation and its
stockholders, except that such provision may not eliminate or limit the
liability of directors for (i) acts or omissions that involve intentional
misconduct or a knowing and culpable violation of law, (ii) acts or omissions
that a director believes to be contrary to the best interests of the corporation
or its stockholders or that involve the absence of good faith on the part of the
director, (iii) any transaction from which a director derived an improper
personal benefit, (iv) acts or omissions that show a reckless disregard for the
director's duty to the corporation or its stockholders in circumstances in which
the director was aware, or should have been aware, in the ordinary course of
performing a director's duties, of a risk of serious injury to the corporation
or its stockholders, (v) acts or omissions that constitute an unexcused pattern
of inattention that amounts to an abdication of the director's duty to the
corporation or its stockholders, (vi) certain liabilities arising from contracts
with the corporation in which the director has material a financial interest,
(vii) the making of any distributions to stockholders contrary to the law,
(viii) the distribution of assets to shareholders after dissolution proceedings
without paying or adequately providing for all known liabilities of the
corporation within certain time limits, and (ix) the making of any loan or
guaranty contrary to law.  The Registrant's Articles of Incorporation contain a
provision which eliminates directors' personal liability as set forth above,
except, as required by Section 204(a)(10)(B) and (C) of the GCL, any liability
of a director for any act or omission occurring prior to the date of the
provision's effectiveness, or any liability for an officer's acts or omissions,
notwithstanding that the officer is also a director or that the officer's
actions, if negligent or improper, have been ratified by the directors.

          Section 317 of the GCL ("Section 317") empowers a corporation to
indemnify any person who was or is a party or is threatened to be made a party
to any proceeding (other than an action by or in the right of the corporation to
procure a judgment in its favor) by reason of the fact that the or she is or was
a director, officer, employee or agent of the corporation, against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with the proceeding if that person acted in good faith and in a
manner the person reasonably believed to be in the best interests of the
corporation and, in the case of a criminal proceeding, had no reasonable cause
to believe the conduct of the person was unlawful.  The termination of any
proceeding by judgment, order, settlement, conviction or upon a plea of nolo
contendere or its equivalent does not, of itself, create a presumption that the
person did not act in good faith and in a manner which the person reasonably
believed to be in the best interests of the corporation or that the person had
reasonable cause to believe that the person's conduct was unlawful.  Section 317
empowers the corporation to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending, or completed action by
or in the right of the corporation to procure a judgment in its favor by reason
of the fact that the person is or was a director, officer, employee or agent of
the corporation, against expenses actually and reasonably incurred by that
person in connection with the defense or settlement of the action if the person
acted in good faith, in a manner the person believed to be in the best interests
of the corporation and its stockholders, provided that (i) the person is
successful on the merits or (ii) such amounts are paid with court approval.
Section 317 also provides that, unless a person is successful on the merits in
defense of any proceeding referred to above, indemnification may be made unless
a person is successful on the merits in defense of any proceeding referred to
above, indemnification may be made only if authorized in the specific case, upon
a determination that indemnification is proper in the circumstances because the
indemnified person met the applicable standard of conduct described above by one
of the following:  (1) a majority vote of a quorum consisting of directors who
are not parties to such proceedings; (2) if such quorum is not obtainable, by
independent legal counsel in a written opinion; (3) by approval of stockholders
with such indemnified person's shares not being entitled to vote thereon; or (4)
by the court in which the proceeding is or was pending upon application by or on
behalf of the person.  Such indemnification may be advanced to the indemnified
person upon the receipt of the corporation of an undertaking by or on behalf of
the indemnified person to repay such amount in the event it shall be ultimately
determined that such indemnified person is not entitled to indemnification.
Section 317 also allows the corporation, by express provision in its articles,
to authorize additional rights for indemnification pursuant to Section
204(a)(11).

          The Bylaws of the Registrant provide that the Registrant shall
indemnify its directors and officers against expenses, judgments, fines,
settlements and other amounts actually and reasonably incurred in connection
with any proceeding arising by reason of such person being or having been a
director or officer of the corporation and shall advance to such director or
officer expenses incurred in defending any such proceeding to the fullest extent
permissible

                                       3
under California law.  The Bylaws also provide that the Registrant may indemnify
its employees and agents for such expenses by resolution of the Board of
Directors.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

               Not applicable

ITEM 8.  EXHIBITS

Exhibit #      Description
---------      -----------

4.1*           Specimen Common Stock Certificate

5              Opinion of Tobin & Tobin

10             1997 Executive And Non-Employee Director Stock Option Plan

23.1           Consent of Tobin & Tobin (included in Exhibit 5)

23.2           Consent of KPMG Peat Marwick LLP

24             Power of Attorney (included with signature page)

____________________________

*    Previously filed and incorporated by reference to the correspondingly
     numbered exhibit to the Registration Statement on Form S-1 (333-38267)
     filed by the Registrant with the Securities and Exchange Commission.

ITEM 9.  UNDERTAKINGS

          (a)  The undersigned registrant hereby undertakes:
 
          (1)  To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:

          (i)  To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

          (ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high and of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and

          (iii) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement; provided,
however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by, or furnished to the Commission by, the
registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration statement;

                                       4
(2)  That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at the time shall be deemed to be the initial bona
fide offering thereof; and

          (3)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          (b)  The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

          (c)  Insofar as indemnification of liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable.  In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                       5
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Larkspur, State of California, on March 18, 1998.

                                HEADLANDS MORTGAGE COMPANY

                                By  /s/ Peter T. Paul
                                    -----------------
                                    Peter T. Paul
                                    (President )

                               POWER OF ATTORNEY

  KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below
constitutes and appoints Peter T. Paul, Becky S. Poisson, Gilbert J. MacQuarrie,
Steven M. Abreu and Paul Casellini, and each of them, his or true and lawful
attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her name, place and stead, in any
and all capacities including his or her capacity as a director and/or officer of
Headlands Mortgage Company, to sign any and all amendments (including post-
effective amendments) to this Registration Statement, and to file the same, with
all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.

  Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:
Signature                                       Position                                         Date
           ---------                                       --------                                         ----
/s/ Peter T. Paul
---------------------------------------         President, Chief Executive Officer and Director        March 18, 1998
Peter T. Paul                                   (Principal Executive Officer)

/s/ Becky S. Poisson
---------------------------------------         Executive Vice President  Operations and Director      March 18, 1998
Becky S. Poisson

/s/ Gilbert J. MacQuarrie
---------------------------------------         Executive Vice President, Chief Financial Officer,     March 18, 1998
Gilbert J. MacQuarrie                           Secretary and Director
                                                (Principal Financial Officer)

Steven M. Abreu
---------------------------------------         Executive Vice President, Production and Secondary     March 18, 1998
Steven M. Abreu                                 Marketing

---------------------------------------
Mark L. Korell                                  Director                                               March ___, 1998
 
---------------------------------------
Leonard Auerbach                                Director                                               March ___, 1998
 
---------------------------------------
Mark E. Lachtman                                Director                                               March ___, 1998

/s/ Kristen Decker                              Senior Vice President and Controller                   March 18, 1998
---------------------------------------         (Principal Accounting Officer)
Kristen Decker
6
ITEM 10.  EXHIBITS

Exhibit #      Description
---------      -----------

4.1*           Specimen Common Stock Certificate

5              Opinion of Tobin & Tobin

10             1997 Executive And Non-Employee Director Stock Option Plan

23.1           Consent of Tobin & Tobin (included in Exhibit 5)

23.2           Consent of KPMG Peat Marwick LLP

24             Power of Attorney (included with signature page)

____________________________

*    Previously filed and incorporated by reference to the correspondingly
     numbered exhibit to the Registration Statement on Form S-1 (333-38267)
     filed by the Registrant with the Securities and Exchange Commission.

                                       7