-2-
BA0DOCS1\0056498.01
As filed with the Securities and Exchange Commission on
March 26, 1998
                                              Registration
No. 333-

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549

                          FORM S-8

                   REGISTRATION STATEMENT
                            Under
                 THE SECURITIES ACT OF 1933

                   CHAPMAN HOLDINGS, INC.
   (Exact Name of Registrant as Specified in Its Charter)

           Maryland                   52-2069777
     (State or Other Jurisdiction of    (I.R.S. Employer
Identification No.)
     Incorporation or Organization)

     401 East Pratt Street
     28th Floor
     Baltimore, Maryland                21202
     (Address of Principal Executive Offices)
(Zip Code)

       Chapman Holdings, Inc. 1998 Omnibus Stock Plan
                  (Full title of the Plan)

              Nathan A. Chapman, Jr., Chairman
                   Chapman Holdings, Inc.
                    401 East Pratt Street
                         28th Floor
                 Baltimore, Maryland  21202
           (Name and address of agent for service)

                       (410) 625-9656
    (Telephone number, including area code, of agent for
                          service)

                          Copy to:
                  Elizabeth R. Hughes, Esq.
              Venable, Baetjer and Howard, LLP
                       2 Hopkins Plaza
            1800 Mercantile Bank & Trust Building
                 Baltimore, Maryland  21201

               CALCULATION OF REGISTRATION FEE
 Title of    Amount to   Proposed    Proposed    Amount of
Securities      be        maximum     maximum    Registrati
  to be      registerd   offering    aggregate     on fee
registered               price per   offering
                           share      price *
  Common      150,000     $10.125   $1,518,750    $448.03
  Stock       Shares
*    Calculated solely for the purpose of computing the
     registration fee pursuant to Rules 457(c) and (h),
     based upon the average of the bid and asked price as of
     March 24, 1998.
                           PART II

Item 3.   Incorporation of Documents by Reference.

          The following documents which have been filed by
the registrant, Chapman Holdings, Inc. (the "Company"), with
the Securities and Exchange Commission (the "Commission")
are incorporated herein by reference:

          (a)  Annual Report on Form 10-KSB, filed by the
               Company on March 24, 1998 under the
               Securities Exchange Act of 1934 (SEC File No.
               0-23587);
          
          b)   Description of Common Stock of the Company
               contained in the Registration Statement on
               Form 8-A filed by the Company on January 5,
               1998 under the Securities Exchange Act of
               1934 (SEC File No. 0-23587), including any
               amendments or reports filed for the purpose
               of updating such description.

          All documents subsequently filed by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment
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 into this
Registration Statement and to be a part of the Registration
Statement from the date of filing of such documents.

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable.

Item 6.   Indemnification of Directors and Officers.

           Section 2-418 of the Maryland General Corporation
Law (the "MGCL") provides that the Company may indemnify any
director  who  was, is or is threatened to be made  a  named
defendant  or  respondent  to  any  threatened,  pending  or
completed   action,  suit  or  proceeding,  whether   civil,
criminal, administrative or investigative by reason  of  the
fact that he is or was a director of the Company, or while a
director, is or was serving at the request of the Company as
a  director, officer, partner, trustee, employee or agent of
another foreign or domestic corporation, partnership,  joint
venture,  trust, other enterprise or employee benefit  plan,
against  reasonable  expenses (including  attorneys'  fees),
judgments,   penalties,  fines  and  settlements,   actually
incurred  by  the director in connection with  such  action,
suit  or proceeding, unless it is established that: (i)  the
act  or  omission of the director was material to the matter
giving  rise  to  such action, suit or proceeding,  and  was
committed  in  bad  faith or was the result  of  active  and
deliberate  dishonesty; (ii) the director actually  received
an improper personal benefit in money, property or services;
or  (iii)  in  the  case  of  any criminal  proceeding,  the
director  had reasonable cause to believe that  the  act  or
omission  was  unlawful.  If the action, suit or  proceeding
was   one   by   or  in  the  right  of  the   Company,   no
indemnification shall be made with respect  to  any  action,
suit  or  proceeding in which the director shall  have  been
adjudged  to be liable to the Company.  A director also  may
not  be  indemnified  with respect to any  action,  suit  or
proceeding  charging  improper  personal  benefit   to   the
director,  whether or not involving action in the director's
official capacity, in which the director is adjudged  to  be
liable  on  the basis that a personal benefit was improperly
received.  Unless limited by the Company's Charter:   (i)  a
court  of  appropriate jurisdiction, upon application  of  a
director, may order such indemnification as the court  shall
deem proper if it determines that the director is fairly and
reasonably entitled to indemnification in view of all of the
relevant  circumstances, regardless of whether the  director
has met the standards of conduct required by MGCL Section 2-
418; and (ii) the Company shall indemnify a director if such
director is successful on the merits or otherwise in defense
of  any  action,  suit  or  proceeding  referred  to  above.
However,  with respect to any action, suit or proceeding  by
or  in the right of the Company or in which the director was
adjudged  to be liable on the basis that a personal  benefit
was  improperly received, the Company may only indemnify the
director  for  any  expenses  (including  attorneys'   fees)
incurred in connection with such action, suit or proceeding.

           MGCL  Section 2-418 further provides that  unless
limited  by the Company's Charter, the Company:   (i)  shall
(a)  indemnify an officer of the Company if such officer  is
successful  on  the merits or otherwise in  defense  of  any
action,  suit  or  proceeding referred  to  above,  and  (b)
indemnify  an  officer  of  the  Company  if  a   court   of
appropriate  jurisdiction, upon application of  an  officer,
shall  order indemnification; (ii) may indemnify and advance
expenses to an officer, employee or agent of the Company  to
the  same extent that it may indemnify directors; and  (iii)
may  indemnify and advance expenses to an officer,  employee
or  agent  who  is  not a director to such  further  extent,
consistent  with  law, as may be provided  by  the  Charter,
Bylaws, general or specific action of the Company's Board of
Directors or contract.

           The  Charter  of the Company, provides  that  the
Company shall indemnify its currently acting and its  former
directors  and officers against any and all liabilities  and
expenses incurred in connection with their services in  such
capacities to the maximum extent permitted by the  MGCL,  as
from  time  to  time amended.  If approved by the  Board  of
Directors,  the Company may indemnify its employees,  agents
and  persons who serve and have served, at its request as  a
director,  officer, partner, trustee, employee or  agent  of
another  corporation, partnership, joint  venture  or  other
enterprise to the extent determined to be appropriate by the
Board  of Directors.  The Company shall advance expenses  to
its   directors   and   officers   entitled   to   mandatory
indemnification to the maximum extent permitted by the  MGCL
and  may in the discretion of the Board of Directors advance
expenses to employees, agents and others who may be  granted
indemnification.

          The Company's Charter provides that, to the
fullest extent permitted by the MGCL, as amended or
interpreted, no director or officer of the Company shall be
personally liable to the Company or its stockholders for
monetary damages in connection with events occurring at the
time such person served as a director or officer.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

     4.1  Articles of Incorporation1

     4.2  Bylaws1

     5    Opinion of Venable, Baetjer and Howard LLP2

     23.1 Consent of Arthur Andersen LLP2

     23.2 Consent of Venable, Baetjer and Howard LLP
(included in Exhibit 5)

     24   Power of Attorney2
__________
     1.   Incorporated by reference to the Company's
     Registration Statement on Form SB-2 (SEC File No. 333-
     43487) filed on December 30, 1997.
     
     2.   Filed herewith.

Item 9.   Undertakings.

          The undersigned Company hereby undertakes:

          (1)  To file, during any period in which it offers
or sells securities, a post-effective amendment to this
Registration Statement to include any additional or changed
material information on the plan of distribution.

          (2)  That, for determining liability under the
Securities Act of 1933, as amended, to treat each post-
effective amendment as a new registration statement of the
securities offered, and the offering of the securities at
that time to be the initial bona fide offering.

          (3)  To file a post-effective amendment to remove
from registration any of the securities that remain unsold
at the end of the offering.


                         SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Baltimore, state of Maryland, on
March 25,1998.

                              CHAPMAN HOLDINGS, INC.

                              By: /s/ NATHAN A. CHAPMAN, JR.

                              Nathan A. Chapman, Jr.
                              President

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.

Signatures                 Title                Date

                           President and        March 25,
/s/ NATHAN A. CHAPMAN, JR. Director (Principal  1998
Nathan A. Chapman, Jr.     Executive Officer)
                           
                           Treasurer and        March 25,
/s/ M. LYNN BALLARD        Controller           1998
M. Lynn Ballard            (Principal           
                           Financial Officer    
                           and Principal
                           Accounting Officer)
                           
The Entire Board of                             
Directors                                       
                                                
   Nathan A. Chapman, Jr.                       
   Donald V. Watkins                            
   Earl U. Bravo                                
   Lottie Shackelford                           
                                                
By:                                             
/s/ NATHAN A. CHAPMAN, JR.                      March 25,
  Nathan A. Chapman, Jr.                        1998
  Attorney-in-Fact                              
                        Exhibit Index


Exhibit Number      Description                        Page

5                   Opinion of Venable, Baetjer
                    and Howard LLP

23.1                Consent of Arthur Andersen LLP

23.2                Consent of Venable, Baetjer
                    and Howard LLP(included in
                    Exhibit 5)

24                  Power of Attorney

BA3DOCS1\0081814.01
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{"company-data": {"conformed-name": "CHAPMAN HOLDINGS INC", "cik": "0001051430", "assigned-sic": "6211"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-48661", "film-number": "98573504"}, "business-address": {"street1": "WORLD TRADE CENTER BALTIMORE", "street2": "401 EAST PRATT ST STE 2800", "city": "BALTIMORE", "state": "MD", "zip": "21202", "phone": "4106259656"}, "mail-address": {"street1": "WORLD TRADE CENTER BALTIMORE", "street2": "401 EAST PRATT ST STE 2800", "city": "BALTIMORE", "state": "MD", "zip": "21202"}}
-2-
BA0DOCS1\0056498.01
As filed with the Securities and Exchange Commission on
March 26, 1998
                                              Registration
No. 333-

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549

                          FORM S-8

                   REGISTRATION STATEMENT
                            Under
                 THE SECURITIES ACT OF 1933

                   CHAPMAN HOLDINGS, INC.
   (Exact Name of Registrant as Specified in Its Charter)

           Maryland                   52-2069777
     (State or Other Jurisdiction of    (I.R.S. Employer
Identification No.)
     Incorporation or Organization)

     401 East Pratt Street
     28th Floor
     Baltimore, Maryland                21202
     (Address of Principal Executive Offices)
(Zip Code)

       Chapman Holdings, Inc. 1998 Omnibus Stock Plan
                  (Full title of the Plan)

              Nathan A. Chapman, Jr., Chairman
                   Chapman Holdings, Inc.
                    401 East Pratt Street
                         28th Floor
                 Baltimore, Maryland  21202
           (Name and address of agent for service)

                       (410) 625-9656
    (Telephone number, including area code, of agent for
                          service)

                          Copy to:
                  Elizabeth R. Hughes, Esq.
              Venable, Baetjer and Howard, LLP
                       2 Hopkins Plaza
            1800 Mercantile Bank & Trust Building
                 Baltimore, Maryland  21201

               CALCULATION OF REGISTRATION FEE
 Title of    Amount to   Proposed    Proposed    Amount of
Securities      be        maximum     maximum    Registrati
  to be      registerd   offering    aggregate     on fee
registered               price per   offering
                           share      price *
  Common      150,000     $10.125   $1,518,750    $448.03
  Stock       Shares
*    Calculated solely for the purpose of computing the
     registration fee pursuant to Rules 457(c) and (h),
     based upon the average of the bid and asked price as of
     March 24, 1998.
                           PART II

Item 3.   Incorporation of Documents by Reference.

          The following documents which have been filed by
the registrant, Chapman Holdings, Inc. (the "Company"), with
the Securities and Exchange Commission (the "Commission")
are incorporated herein by reference:

          (a)  Annual Report on Form 10-KSB, filed by the
               Company on March 24, 1998 under the
               Securities Exchange Act of 1934 (SEC File No.
               0-23587);
          
          b)   Description of Common Stock of the Company
               contained in the Registration Statement on
               Form 8-A filed by the Company on January 5,
               1998 under the Securities Exchange Act of
               1934 (SEC File No. 0-23587), including any
               amendments or reports filed for the purpose
               of updating such description.

          All documents subsequently filed by the Company
with the Commission pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Securities Exchange Act of 1934, as
amended, prior to the filing of a post-effective amendment
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 into this
Registration Statement and to be a part of the Registration
Statement from the date of filing of such documents.

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable.

Item 6.   Indemnification of Directors and Officers.

           Section 2-418 of the Maryland General Corporation
Law (the "MGCL") provides that the Company may indemnify any
director  who  was, is or is threatened to be made  a  named
defendant  or  respondent  to  any  threatened,  pending  or
completed   action,  suit  or  proceeding,  whether   civil,
criminal, administrative or investigative by reason  of  the
fact that he is or was a director of the Company, or while a
director, is or was serving at the request of the Company as
a  director, officer, partner, trustee, employee or agent of
another foreign or domestic corporation, partnership,  joint
venture,  trust, other enterprise or employee benefit  plan,
against  reasonable  expenses (including  attorneys'  fees),
judgments,   penalties,  fines  and  settlements,   actually
incurred  by  the director in connection with  such  action,
suit  or proceeding, unless it is established that: (i)  the
act  or  omission of the director was material to the matter
giving  rise  to  such action, suit or proceeding,  and  was
committed  in  bad  faith or was the result  of  active  and
deliberate  dishonesty; (ii) the director actually  received
an improper personal benefit in money, property or services;
or  (iii)  in  the  case  of  any criminal  proceeding,  the
director  had reasonable cause to believe that  the  act  or
omission  was  unlawful.  If the action, suit or  proceeding
was   one   by   or  in  the  right  of  the   Company,   no
indemnification shall be made with respect  to  any  action,
suit  or  proceeding in which the director shall  have  been
adjudged  to be liable to the Company.  A director also  may
not  be  indemnified  with respect to any  action,  suit  or
proceeding  charging  improper  personal  benefit   to   the
director,  whether or not involving action in the director's
official capacity, in which the director is adjudged  to  be
liable  on  the basis that a personal benefit was improperly
received.  Unless limited by the Company's Charter:   (i)  a
court  of  appropriate jurisdiction, upon application  of  a
director, may order such indemnification as the court  shall
deem proper if it determines that the director is fairly and
reasonably entitled to indemnification in view of all of the
relevant  circumstances, regardless of whether the  director
has met the standards of conduct required by MGCL Section 2-
418; and (ii) the Company shall indemnify a director if such
director is successful on the merits or otherwise in defense
of  any  action,  suit  or  proceeding  referred  to  above.
However,  with respect to any action, suit or proceeding  by
or  in the right of the Company or in which the director was
adjudged  to be liable on the basis that a personal  benefit
was  improperly received, the Company may only indemnify the
director  for  any  expenses  (including  attorneys'   fees)
incurred in connection with such action, suit or proceeding.

           MGCL  Section 2-418 further provides that  unless
limited  by the Company's Charter, the Company:   (i)  shall
(a)  indemnify an officer of the Company if such officer  is
successful  on  the merits or otherwise in  defense  of  any
action,  suit  or  proceeding referred  to  above,  and  (b)
indemnify  an  officer  of  the  Company  if  a   court   of
appropriate  jurisdiction, upon application of  an  officer,
shall  order indemnification; (ii) may indemnify and advance
expenses to an officer, employee or agent of the Company  to
the  same extent that it may indemnify directors; and  (iii)
may  indemnify and advance expenses to an officer,  employee
or  agent  who  is  not a director to such  further  extent,
consistent  with  law, as may be provided  by  the  Charter,
Bylaws, general or specific action of the Company's Board of
Directors or contract.

           The  Charter  of the Company, provides  that  the
Company shall indemnify its currently acting and its  former
directors  and officers against any and all liabilities  and
expenses incurred in connection with their services in  such
capacities to the maximum extent permitted by the  MGCL,  as
from  time  to  time amended.  If approved by the  Board  of
Directors,  the Company may indemnify its employees,  agents
and  persons who serve and have served, at its request as  a
director,  officer, partner, trustee, employee or  agent  of
another  corporation, partnership, joint  venture  or  other
enterprise to the extent determined to be appropriate by the
Board  of Directors.  The Company shall advance expenses  to
its   directors   and   officers   entitled   to   mandatory
indemnification to the maximum extent permitted by the  MGCL
and  may in the discretion of the Board of Directors advance
expenses to employees, agents and others who may be  granted
indemnification.

          The Company's Charter provides that, to the
fullest extent permitted by the MGCL, as amended or
interpreted, no director or officer of the Company shall be
personally liable to the Company or its stockholders for
monetary damages in connection with events occurring at the
time such person served as a director or officer.

Item 7.   Exemption from Registration Claimed.

          Not applicable.

Item 8.   Exhibits.

     4.1  Articles of Incorporation1

     4.2  Bylaws1

     5    Opinion of Venable, Baetjer and Howard LLP2

     23.1 Consent of Arthur Andersen LLP2

     23.2 Consent of Venable, Baetjer and Howard LLP
(included in Exhibit 5)

     24   Power of Attorney2
__________
     1.   Incorporated by reference to the Company's
     Registration Statement on Form SB-2 (SEC File No. 333-
     43487) filed on December 30, 1997.
     
     2.   Filed herewith.

Item 9.   Undertakings.

          The undersigned Company hereby undertakes:

          (1)  To file, during any period in which it offers
or sells securities, a post-effective amendment to this
Registration Statement to include any additional or changed
material information on the plan of distribution.

          (2)  That, for determining liability under the
Securities Act of 1933, as amended, to treat each post-
effective amendment as a new registration statement of the
securities offered, and the offering of the securities at
that time to be the initial bona fide offering.

          (3)  To file a post-effective amendment to remove
from registration any of the securities that remain unsold
at the end of the offering.

                         SIGNATURES

Pursuant to the requirements of the Securities Act of 1933,
the Company 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 Baltimore, state of Maryland, on
March 25,1998.

                              CHAPMAN HOLDINGS, INC.

                              By: /s/ NATHAN A. CHAPMAN, JR.

                              Nathan A. Chapman, Jr.
                              President

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.

Signatures                 Title                Date

                           President and        March 25,
/s/ NATHAN A. CHAPMAN, JR. Director (Principal  1998
Nathan A. Chapman, Jr.     Executive Officer)
                           
                           Treasurer and        March 25,
/s/ M. LYNN BALLARD        Controller           1998
M. Lynn Ballard            (Principal           
                           Financial Officer    
                           and Principal
                           Accounting Officer)
                           
The Entire Board of                             
Directors                                       
                                                
   Nathan A. Chapman, Jr.                       
   Donald V. Watkins                            
   Earl U. Bravo                                
   Lottie Shackelford                           
                                                
By:                                             
/s/ NATHAN A. CHAPMAN, JR.                      March 25,
  Nathan A. Chapman, Jr.                        1998
  Attorney-in-Fact                              
                        Exhibit Index

Exhibit Number      Description                        Page

5                   Opinion of Venable, Baetjer
                    and Howard LLP

23.1                Consent of Arthur Andersen LLP

23.2                Consent of Venable, Baetjer
                    and Howard LLP(included in
                    Exhibit 5)

24                  Power of Attorney

BA3DOCS1\0081814.01