As filed with the Securities and Exchange Commission on
October 6, 1998
                                              Registration
No. 333-

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549


                          FORM S-8

                   REGISTRATION STATEMENT
                            Under
                 THE SECURITIES ACT OF 1933


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

           Maryland                            52-2097010
     (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 Capital Management Holdings, Inc. 1998 Omnibus Stock
                            Plan
                  (Full title of the Plan)

              Nathan A. Chapman, Jr., Chairman
          Chapman Capital Management 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

                  Amount    Proposed    Proposed     Amount
    Title of        to      maximum      maximum       of
   Securities       be      offering    aggregate   registra
to be registered  regist     price      offering      tion
                   ered    per share*    price*       fee
                                
Common Stock,     150,00     $7.75     $1,162,500     $355
$.001 per share      0
Par Value         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
     October 1, 1998.

<PAGE>
                           PART I

          Documents containing the information specified in
Part I of Form S-8 have been and/or will be sent or given to
employees as specified by Rule 428(b)(1) of the Securities
Act of 1933, as amended (the "Securities Act").  In
accordance with the instructions to Part I of Form S-8, such
documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act.
These documents and the documents incorporated by reference
pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute the prospectus as
required by Section 10(a) of the Securities Act.

                           PART II

Item 3.   Incorporation of Documents by Reference.

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

          (a)  The Company's Final Prospectus filed pursuant
               to Rule 424(b) dated August 11, 1998
               (Registration No. 333-51883);

          (b)  Quarterly Report on Form 10-QSB, filed by the
               Company on August 14, 1998 under the
               Securities Exchange Act of 1934 (SEC File No.
               0-24213);

          (c)  Description of Common Stock of the Company
               contained in the Registration Statement on
               Form 8-A filed by the Company on May 6, 1998
               under the Securities Exchange Act of 1934
               (SEC File No. 0-24213), 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
<PAGE>
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
<PAGE>
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
<PAGE>
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 Incorporation(1)

     4.2  Bylaws1

     4.3  Chapman Capital Management Holdings, Inc. 1998
          Omnibus Stock Plan.(1)

     5    Opinion of Venable, Baetjer and Howard LLP(2)

     23.1 Consent of Arthur Andersen LLP(2)

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

     24   Power of Attorney(2)

<PAGE>
[FN]
     1.   Incorporated by reference to the Company's
          Registration Statement on Form SB-2 (SEC File No.
333-51883) filed on May 5, 1997.

     2.   Filed herewith.
</FN>

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 material information
with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information with the Registration Statement;

          (2)  That, for the purpose of determining any
liability under the Securities Act of 1933, as amended, each
such post-effective amendment shall be deemed a new
registration statement relating to the securities offered
therein, and the offering of the securities at that time
shall be deemed 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 termination of the offering.

          (4)  That, for purpose 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.

<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 Baltimore, state of Maryland, on
October 2,1998.

                              CHAPMAN CAPITAL MANAGEMENT
                              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        October 2,
/s/ NATHAN A. CHAPMAN, JR. Director (Principal  1998
Nathan A. Chapman, Jr.     Executive Officer)

                           Treasurer and        October 2,
/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.
   Earl U. Bravo, Sr.
   Theron Stokes
   Robert L. Wallace

By:
/s/ NATHAN A. CHAPMAN, JR.                      October 2,
  Nathan A. Chapman, Jr.                        1998
  Attorney-in-Fact
<PAGE>
                        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
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 14110}]
{"company-data": {"conformed-name": "CHAPMAN CAPITAL MANAGEMENT HOLDINGS INC", "cik": "0001057637", "assigned-sic": "6282", "irs-number": "522097010", "state-of-incorporation": "MD", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-65369", "film-number": "98721453"}, "business-address": {"street1": "WORLD TRADE CENTER BALTIMORE", "street2": "401 EAST PRAATT STREET SUITE 2800", "city": "BALTIMORE", "state": "MD", "zip": "21202", "phone": "4106259656"}, "mail-address": {"street1": "WORLD TRADE CENTER BALTIMORE", "street2": "401 EAST PRATT ATREET SUITE 2800", "city": "BALTIMORE", "state": "MD", "zip": "21202"}, "former-company": {"former-conformed-name": "CHAPMAN CAPITAL HOLDINGS INC", "date-changed": "19980312"}}
As filed with the Securities and Exchange Commission on
October 6, 1998
                                              Registration
No. 333-

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549

                          FORM S-8

                   REGISTRATION STATEMENT
                            Under
                 THE SECURITIES ACT OF 1933

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

           Maryland                            52-2097010
     (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 Capital Management Holdings, Inc. 1998 Omnibus Stock
                            Plan
                  (Full title of the Plan)

              Nathan A. Chapman, Jr., Chairman
          Chapman Capital Management 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

                  Amount    Proposed    Proposed     Amount
    Title of        to      maximum      maximum       of
   Securities       be      offering    aggregate   registra
to be registered  regist     price      offering      tion
                   ered    per share*    price*       fee
                                
Common Stock,     150,00     $7.75     $1,162,500     $355
$.001 per share      0
Par Value         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
     October 1, 1998.
PART I

          Documents containing the information specified in
Part I of Form S-8 have been and/or will be sent or given to
employees as specified by Rule 428(b)(1) of the Securities
Act of 1933, as amended (the "Securities Act").  In
accordance with the instructions to Part I of Form S-8, such
documents will not be filed with the Securities and Exchange
Commission (the "Commission") either as part of this
Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act.
These documents and the documents incorporated by reference
pursuant to Item 3 of Part II of this Registration
Statement, taken together, constitute the prospectus as
required by Section 10(a) of the Securities Act.

                           PART II

Item 3.   Incorporation of Documents by Reference.

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

          (a)  The Company's Final Prospectus filed pursuant
               to Rule 424(b) dated August 11, 1998
               (Registration No. 333-51883);

          (b)  Quarterly Report on Form 10-QSB, filed by the
               Company on August 14, 1998 under the
               Securities Exchange Act of 1934 (SEC File No.
               0-24213);

          (c)  Description of Common Stock of the Company
               contained in the Registration Statement on
               Form 8-A filed by the Company on May 6, 1998
               under the Securities Exchange Act of 1934
               (SEC File No. 0-24213), 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 Incorporation(1)

     4.2  Bylaws1

     4.3  Chapman Capital Management Holdings, Inc. 1998
          Omnibus Stock Plan.(1)

     5    Opinion of Venable, Baetjer and Howard LLP(2)

     23.1 Consent of Arthur Andersen LLP(2)

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

     24   Power of Attorney(2)
[FN]
     1.   Incorporated by reference to the Company's
          Registration Statement on Form SB-2 (SEC File No.
333-51883) filed on May 5, 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 material information
with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material
change to such information with the Registration Statement;

          (2)  That, for the purpose of determining any
liability under the Securities Act of 1933, as amended, each
such post-effective amendment shall be deemed a new
registration statement relating to the securities offered
therein, and the offering of the securities at that time
shall be deemed 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 termination of the offering.

          (4)  That, for purpose 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.
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 Baltimore, state of Maryland, on
October 2,1998.

                              CHAPMAN CAPITAL MANAGEMENT
                              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        October 2,
/s/ NATHAN A. CHAPMAN, JR. Director (Principal  1998
Nathan A. Chapman, Jr.     Executive Officer)

                           Treasurer and        October 2,
/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.
   Earl U. Bravo, Sr.
   Theron Stokes
   Robert L. Wallace

By:
/s/ NATHAN A. CHAPMAN, JR.                      October 2,
  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