Edgar Filing: IMPAC MORTGAGE HOLDINGS INC

Registration No. 333-74432

As filed with the United States Securities and Exchange Commission on February
1, 2002

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AMENDMENT NO. 2

TO
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933

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IMPAC MORTGAGE HOLDINGS, INC.
(Exact name of Registrant as specified in its charter)

Maryland 33-0675505
(State or other jurisdiction (I.R.S. Employer Identification No.)
of incorporation or organization)

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1401 Dove Street
Newport Beach, California 92660
(949) 475-3600
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
each Registrant's Principal Executive Offices)

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Ronald M. Morrison
General Counsel
Impac Mortgage Holdings, Inc.
1401 Dove Street
Newport Beach, California 92660
(949) 475-3600
(name, address, including zip code, and telephone number, including area code,
of agent for service)

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Copy To:
Thomas J. Poletti
Katherine J. Blair
Kirkpatrick & Lockhart LLP
10100 Santa Monica Blvd., 7/th/ Floor
Los Angeles, CA 90067
(310) 552-5000

Approximate date of commencement of proposed sale to the public: From time
to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, check the following box.
[_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_] _______
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_] _______
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]

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Continued on the next page.

Pursuant to rule 429 under the Securities Act of 1933, the prospectus
included in this registration statement will also be used in connection with
the issuance of debt securities, warrants, common stock and preferred stock
registered pursuant to Registration Statement No. 333-34137 previously filed by
the registrant on Form S-3.

The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the commission, acting pursuant to said Section 8(a),
may determine.

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Continued from previous page.

CALCULATION OF REGISTRATION FEES

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Maximum
Proposed Proposed
Maximum Aggregate Amount of
Title Of Each Class Securities To Be Amount to be Offering Price Offering Registration
Registered Registered(1) Per Unit(1)(2) Price(1)(2) Fee(3)
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Common Stock, $.01 par value and
associated preferred stock
purchase rights.................
Preferred Stock, $.01 par value...
Senior Notes......................
Subordinated Notes................
Warrants to purchase Common
Stock $.01 par value............
Warrants to purchase Preferred
Stock, $.01 par value...........
Total............................. $262,557,850 100% $262,557,850 $24,155.32*

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(1) Includes such indeterminate number of shares of common stock and associated
preferred stock purchase rights and preferred stock and warrants with
respect thereto, and such indeterminate principal amount of senior notes
and subordinated notes as may from time to time be issued at indeterminate
prices, and, such indeterminate number of shares of common stock and
preferred stock as may be issued upon conversion of, or in exchange for, or
upon exercise of warrants or convertible or exchangeable debt securities or
preferred stock that provides for exercise or conversion into such
securities (including any securities issuable upon stock splits and similar
transactions pursuant to Rule 416 under the Securities Act).
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(3) Pursuant to Rule 429 under the Securities Act, the Prospectus that forms a
part of this Registration Statement, as such prospectus may be amended or
supplemented from time to time, shall also relate to $37,442,150 of
aggregate principal amount of debt securities, warrants, common stock, and
preferred stock previously registered pursuant to Registration Statement on
Form S-3, Registration No. 333-34137, as amended. The Company paid a
registration fee of $11,346.09 (calculated at the fee in effect at the time
of filing) in connection therewith.
* Previously paid

The information contained in this preliminary prospectus supplement is not
complete and may be changed. This preliminary prospectus supplement and the
accompanying prospectuses are not an offer to sell these securities, and we are
not soliciting offers to buy these securities in any jurisdiction where the
offer or sale is not permitted.

PRELIMINARY PROSPECTUS SUPPLEMENT
(to prospectuses dated February , 2002
and August 30, 2001) Subject to completion February 1, 2002
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7,000,000 Shares

[LOGO] IMPAC

[LOGO] Logo of Impac Mortgage Holdings, Inc.
Common Stock

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We are a mortgage real estate investment trust that is a nationwide acquirer
and originator of non-conforming Alt-A mortgage loans. We also provide
warehouse and repurchase financing to originators of mortgage loans.

Our company, Impac Mortgage Holdings, Inc., is offering 6,800,000 shares of its
common stock, par value $0.01 per share. We will receive the net proceeds from
the sale of these shares. HBK Master Fund L.P., the selling stockholder, is
offering an additional 200,000 shares, which amount may be increased up to an
amount not exceeding 750,000 shares, to be sold in this offering and will
receive the net proceeds from that sale.

Our common stock is listed on the American Stock Exchange under the symbol
"IMH." The last reported sale price of our common stock on that exchange on
January 31, 2002 was $8.85 per share.

Before buying any of these shares of common stock, you should carefully
consider the risk factors described in "Risk Factors" beginning on pages 1 and
2 of the accompanying prospectuses.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
accuracy or adequacy of this prospectus supplement or the accompanying
prospectuses. Any representation to the contrary is a criminal offense.

Per share Total

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Public offering price $ $
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Underwriting discounts and commissions $ $
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Proceeds, before expenses, to Impac Mortgage Holdings, Inc. $ $
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Proceeds, before expenses, to selling stockholder $ $
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Our company, Impac Mortgage Holdings, Inc., has granted the underwriters a
30-day option to purchase up to an additional 15% of the shares of common stock
sold in this offering to cover over-allotments at the public offering price per
share, less the underwriting discounts and commissions.

The underwriters are offering the shares of common stock as described in
"Underwriting." Delivery of the shares will be made on or about February ,
2002.

UBS Warburg
Jolson Merchant Partners

You should rely only on the information contained in or incorporated by
reference into this prospectus supplement and the accompanying prospectuses. We
have not, and the underwriters have not, authorized any other person to provide
you with different information. If anyone provides you with different or
inconsistent information, you should not rely on it. We are not, and the
underwriters are not, making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. The information in this
prospectus supplement and the accompanying prospectuses is accurate only as of
the date such information is presented. Our business, financial condition,
results of operations and prospects may have changed since such dates.

TABLE OF CONTENTS
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Prospectus Supplement

Forward-Looking Information............ i
Summary................................ S-1
Use of Proceeds........................ S-9
Price Range of Common Stock............ S-10
Distributions.......................... S-11
Capitalization......................... S-12
Selected Consolidated Financial Data... S-13
Management............................. S-17
Selling Stockholder.................... S-19
Underwriting........................... S-20
Legal Matters.......................... S-22
Experts................................ S-22

Prospectus Dated February , 2002

About This Prospectus.................... i
Where You Can Find More Information...... ii
Cautionary Statement Concerning Forward-
Looking Statements..................... iii
Summary.................................. 1
Impac Mortgage Holdings, Inc............. 1
Risk Factors............................. 2
Use of Proceeds.......................... 16
Ratio of Earnings to Fixed Charges and
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock Dividends.. 16
Description of Securities................ 16
Description of Capital Stock............. 17
Description of Debt Securities........... 24
Federal Income Tax Considerations........ 29
Plan of Distribution..................... 36
Legal Matters............................ 38
Experts.................................. 38

Prospectus Dated August 30, 2001

Summary.................................. i
Risk Factors............................. 1
Use of Proceeds.......................... 14
Selling Security Holders and Plan of
Distribution........................... 14
Description of Capital Stock............. 16
Federal Income Tax Considerations........ 18
Legal Matters............................ 25
Experts.................................. 25
Where You Can Find More Information...... 26

FORWARD-LOOKING INFORMATION

This prospectus supplement and the accompanying prospectuses contain or
incorporate by reference certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements, some of which are based on
various assumptions and events that are beyond our control, may be identified
by reference to a future period or periods or by the use of forward-looking
terminology, such as "may," "will," "believe," "expect," "anticipate,"
"continue," or similar terms or variations on those terms or the negative of
those terms. Actual results could differ materially from those set forth in
forward-looking statements due to a variety of factors, including, but not
limited to, adverse economic conditions, changes in interest rates, changes in
yield curves, changes in prepayment rates, the availability of financing and,
if available, the terms of any financing. For a discussion of the risks and
uncertainties that could cause actual results to differ from those contained in
the forward-looking statements, see "Risk Factors" in the accompanying
prospectuses and under "Business--Risk Factors" in our Annual Report on
Form 10-K, as amended. "Risk Factors" in the prospectus dated February , 2002,
supplement "Risk Factors" in the prospectus dated August 30, 2001 and to the
extent inconsistent with therewith supercede those risk factors. We do not
undertake, and specifically disclaim any obligation, to publicly release the
results of any revisions that may be made to any forward-looking statements to
reflect the occurrence of anticipated or unanticipated events or circumstances
after the date of such statements.

We encourage you to read this prospectus supplement and the accompanying
prospectuses, as well as the information that is incorporated by reference in
this prospectus supplement and the accompanying prospectuses, in their
entireties. You should carefully consider the factors set forth under "Risk
Factors" beginning on pages 1 and 2 in the accompanying prospectuses, dated
February , 2002 and August 30, 2001, respectively, before making an
investment decision to purchase shares of our common stock. Unless the context
otherwise requires, references to we, us or the company in this prospectus
supplement mean Impac Mortgage Holdings, Inc. and its subsidiaries, IMH Assets
Corp. and Impac Warehouse Lending Group, Inc. and its affiliate, Impac Funding
Corporation (together with its wholly-owned subsidiaries Impac Secured Assets
Corp. and Novelle Financial Services, Inc.).

Summary

This summary may not contain all of the information that is important to you in
determining whether to purchase the common stock offered hereby. You should
also read the more detailed information set forth in this prospectus
supplement, the accompanying prospectuses and the documents incorporated by
reference, including the "Risk Factors" sections of the accompanying
prospectuses, before making an investment decision. "Risk Factors" in the
prospectus dated February , 2002 supplement "Risk Factors" in the prospectus
dated August 30, 2001 and to the extent inconsistent with therewith supercede
these risk factors. Unless otherwise indicated, the information in this
prospectus supplement assumes that the selling stockholder offers
200,000 shares of our common stock in this offering and does not give effect to
the exercise of the underwriters' over-allotment option.

THE COMPANY

Business
Our company, Impac Mortgage Holdings, Inc., is a mortgage real estate
investment trust, or "REIT." Together with our subsidiaries and Impac Funding
Corporation, we are a nationwide acquirer and originator of non-conforming
Alt-A mortgage loans. "Alt-A" mortgage loans consist primarily of mortgage
loans that are first lien mortgage loans made to borrowers whose credit is
generally within typical Fannie Mae or Freddie Mac guidelines, but that have
loan characteristics that make them non-conforming under those guidelines. For
instance, the loans may have higher loan-to-value, or "LTV," ratios than
allowable or may have excluded certain documentation or verifications.
Therefore, in making our credit decisions, we are more reliant upon the
borrower's Fair Issac Credit Score, or "FICO," and the adequacy of the
underlying collateral. We also provide warehouse and repurchase financing to
originators of mortgage loans. Our goal is to generate consistent reliable
income for distribution to our stockholders, primarily from the earnings of our
core businesses.

Our principal strategy is to expand our market position as a low-cost
nationwide acquirer and originator of non-conforming Alt-A mortgage loans,
while continuing to emphasize an efficient centralized operating structure. To
help accomplish this, we have developed a web-based automated underwriting
system called "IDASL," which stands for Impac Direct Access System for Lending.
IDASL substantially increases efficiencies for our customers and our mortgage
operations by significantly decreasing the processing time for a mortgage loan,
while improving employee productivity and maintaining superior customer
service. We seek to increase our mortgage loan acquisitions and originations by
providing innovative products, competitive pricing and superior customer
service. We also focus on expansion opportunities to attract correspondent
originators and wholesale brokers to our nationwide network in order to
increase mortgage loan acquisitions and originations in a controlled manner.

We believe that non-conforming Alt-A mortgage loans provide an attractive net
earnings profile, by producing higher yields without commensurately higher
credit losses than other types of mortgage loans. As of September 30, 2001, 96%
of the mortgage loans that we owned were A or A- credit quality loans. As
defined by us, "A" credit quality loans generally have a credit score of 640 or
better, and "A-" credit quality loans generally have a credit score of between
600 and 640. As of September 30, 2001, the average loan balance in our mortgage
investment portfolio, which includes first and, to a lesser extent, second
trust deeds, was $163,000, with an original weighted average credit score of
677 and a weighted average LTV ratio of 84%.

S-1

We have developed non-conforming Alt-A mortgage loan products that meet the
needs of originators of mortgage loans and borrowers, as well as those of
capital market investors. We are a leading issuer of Alt-A mortgage-backed
securities, having issued nearly 38% of total non-agency Alt-A issuances for
the year 2000, according to a leading investment bank. According to a weekly
industry newsletter, during the first nine months of 2001, nearly $23.8 billion
of Alt-A mortgage loans were securitized, which represents a 170% increase over
the total Alt-A securitizations completed during the same period in 2000.
According to the same newsletter, Alt-A mortgage-backed securitizations
represented approximately 24% of the private-label mortgage-backed securities
issued during the first nine months of 2001.

As a REIT, we are able to pass through income to our stockholders generally
without paying federal income tax at the corporate level. We are required to
distribute at least 90% of our taxable income to our stockholders.

Impac Mortgage Holdings, Inc. was incorporated under the laws of the state of
Maryland in 1995. Our principal executive offices are located at 1401 Dove
Street, Newport Beach, California 92660 and our telephone number is (949)
475-3600.

Operations
We operate three core businesses: our long-term investment operations, our
mortgage operations, and our warehouse lending operations. Our businesses
actively work together to deliver comprehensive mortgage investment and lending
services.

Our long-term investment operations invests primarily in non-conforming Alt-A
mortgage loans. This business generates income based on the excess of the
interest it earns on its investment portfolio and the expense associated with
its borrowings against its investment portfolio. We believe that by improving
the overall credit quality of our investment portfolio we can more consistently
generate a higher level of future cash flow and earnings. We acquire for
investment non-conforming Alt-A mortgage loans from our mortgage operations,
which acquires or originates these loans from our nationwide network of
correspondents and mortgage brokers. Because these loans are underwritten to
our specifications, principally through the use of IDASL, we believe that these
loans tend to perform better than those which we may otherwise purchase for
long-term investment from third parties. Since 1999, we have acquired for
long-term investment almost exclusively non-conforming Alt-A mortgage loans in
the form of A or A- credit quality adjustable rate mortgages. As of September
30, 2001, approximately 44% of the loans in our investment portfolio provided
for a form of prepayment protection through prepayment penalties. As a result,
during 1999, 2000 and for the first nine months of 2001, we experienced a
higher level of cash flow, fewer prepayments and reduced overall losses in our
mortgage loan investment portfolio as compared to pre-1998 levels. Our
investment in non-conforming Alt-A mortgage loans is financed with
collateralized mortgage obligations, or "CMOs," borrowings and proceeds from
the sale of capital stock.

Our mortgage operations acquires, originates, sells and securitizes primarily
non-conforming Alt-A mortgage loans. Our mortgage operations generates income
by securitizing and selling loans to permanent investors, including our
long-term investment operations. This business also earns revenues from fees
associated with mortgage servicing rights, master servicing agreements and
interest income earned on loans held for sale. Our mortgage operations supports
the investment objectives of our long-term investment operations by supplying
non-conforming Alt-A mortgage loans at prices that are comparable to those
available through investment banks and other third parties. However, we believe
that purchasing our own loans affords us a competitive advantage because of our
historical understanding of the underlying credit of these loans and the
extensive information on the performance and prepayment patterns of these types
of loans. Our mortgage operations primarily uses warehouse lines of credit to
finance the acquisition and origination of mortgage loans.

S-2

Our correspondent and wholesale broker networks underwrite loans to our
specifications through the use of IDASL. IDASL is a web-based program that
automates underwriting, enabling our customers to pre-qualify borrowers for
various loan programs and receive automated loan approval decisions. IDASL not
only allows us broader access to markets nationwide, but also brings us closer
to our customers with minimal future capital investment, while maintaining
centralization, a key factor in ensuring quality control and being a low-cost
nationwide acquirer and originator of mortgage loans. Currently, substantially
all of our correspondents are underwriting loans through IDASL and 100% of all
wholesale loans delivered by brokers are directly underwritten through IDASL.

We seek to finance through securitization or sell almost all of our mortgage
loan production as soon as we have accumulated enough loans to create a
marketable pool of such loans. By reducing the holding period of mortgage
loans, we have less exposure to interest rate risk and price volatility than if
we held the loans for longer accumulation periods. In addition, we also lock-in
a cash gain-on-sale through the sale of our mortgage loans and servicing
rights. We conduct securitizations through the issuance of mortgage-backed
securities in the form of real estate mortgage investment conduits, or
"REMICs," and borrowings provided from CMOs.

During the nine months ended September 30, 2001, we securitized $1.3 billion in
six REMIC transactions and issued $758.3 million worth of CMO borrowings in two
transactions. We generally sell the primary servicing rights associated with
our mortgage loans, while maintaining master servicing agreements. We do not
retain any subordinate securities associated with our current fixed-rate REMIC
securitizations.

Our warehouse operations provides short-term financing to mortgage loan
originators by funding mortgage loans from their closing date until they are
sold to pre-approved investors, including our long-term investment operations.
Our warehouse lending operations earns fees, as well as a spread, from the
difference between its cost of borrowings and the interest earned on advances
against the loans prior to their sale. Our customers include approved mortgage
bankers, our mortgage operations and many of our mortgage operations'
customers. Generally, we seek to acquire the non-conforming Alt-A mortgage
loans funded with facilities provided by our warehouse lending operations,
which provides synergies with our long-term investment operations and mortgage
operations.

RECENT DEVELOPMENTS

Resumption of Dividends
On September 25, 2001, we announced that we were returning to regular dividend
payments. A fourth quarter dividend of $0.44 per share was paid on January 9,
2002 to stockholders of record on January 2, 2002. The dividend consisted of a
regular cash dividend of $0.37 per share and a special cash dividend of $0.07
per share. The third quarter dividend of $0.25 per share was paid in two
installments: the first installment of $0.13 per share was paid on October 15,
2001 to stockholders of record on October 1, 2001, and the second installment
of $0.12 per share was paid on November 15, 2001 to stockholders of record on
November 1, 2001. In November 2000, we announced that we were ceasing paying
further dividends until we utilized our net operating losses, which occurred in
2000. With the restructuring of our balance sheet and our technology and
mortgage initiatives, we enjoyed a substantial increase in estimated taxable
income during the first nine months of 2001. We also benefited from decreased
borrowing costs and wider net interest margins as interest rates on adjustable
CMO borrowings declined due to short-term interest rate reductions by the
Federal Reserve Bank.

S-3

2001 Unaudited Operating Results
During fiscal year 2001, our net income increased to $33.2 million, or $1.19
per diluted share, as compared to a net loss of $54.2 million, or $(2.70) per
diluted share, during fiscal year 2000. In addition, we generated estimated
taxable income of $46.4 million, or $1.66 per diluted share, during 2001.
Estimated taxable income excludes tax deductions for the amortization of the
termination of our management agreement in 1997, deduction of dividends paid
and the availability of a deduction attributable to a net operating loss
carryforward. In order to maintain our REIT status, we are required to
distribute at least 90% of our taxable income to our stockholders. The
favorable difference between generated taxable income and net income was
primarily due to $8.9 million in dividends that we received from Impac Funding
Corporation, our mortgage operations, and a $4.4 million decrease to net income
for fair value accounting of derivative instruments and hedging activities as a
result of the adoption and implementation of Statement of Financial Accounting
Standards No. 133, or "SFAS 133," "Accounting for Derivative Instruments and
Hedging Activities," which does not reduce taxable income. Our diluted book
value per common share decreased to $6.35 as of December 31, 2001 from $6.67 as
of December 31, 2000. Excluding a reduction to equity as a result of SFAS 133,
our diluted book value per share increased to $7.24 as of December 31, 2001
from $6.67 as of December 31, 2000.

During fiscal year 2001, we accomplished the following:

. increased total assets by 53% to $2.9 billion as of December 31, 2001 from
$1.9 billion as of December 31, 2000;

. our mortgage operations increased loan production by 52% over the prior year;

. our long-term investment operations acquired $1.5 billion of primarily
adjustable-rate non-conforming Alt-A mortgage loans from our mortgage
operations;

. our warehouse lending operations increased average outstanding balances by
53% over the prior year;

. we converted all of our outstanding 10.5% preferred stock to common stock;

. we retired all of our 11% senior subordinated debt almost three years before
maturity;

. we sold 5.1 million newly issued shares of our common stock; and,

. we completed 12 mortgage securitizations, totaling $3.2 billion.

During fiscal year 2001, acquisitions and originations of non-conforming Alt-A
mortgages increased 52% to $3.2 billion, as compared to $2.1 billion during
fiscal year 2000, and our master servicing portfolio increased 30% to $5.6
billion as of December 31, 2001, as compared to $4.0 billion as of December 31,
2000. The long-term investment operations acquired $1.5 billion of
non-conforming Alt-A mortgages from our mortgage operations during fiscal year
2001, as compared to $454.0 million during fiscal year 2000. The warehouse
lending operations increased average warehouse balances with non-affiliates by
53% to $205.5 million during fiscal year 2001, as compared to $134.7 million
during fiscal year 2000. Additionally, the warehouse lending operations had 57
approved warehouse lines to non-affiliates, totaling $447.0 million as of
December 31, 2001, as compared to 52 and $391.5 million as of December 31, 2000.

S-4

CHANGE IN BUSINESS STRATEGIES

In the fall of 1998, the financial markets experienced a liquidity crisis as a
result of the deterioration in the capital markets and the mortgage-backed
securitization market. We suffered margin calls made on our warehouse and
reverse repurchase facilities. In response, we sold mortgage loans and
mortgage-backed securities at prices that were less than their original
purchase prices, thereby suffering substantial losses.

In response to these events, we have made a number of strategic changes in our
businesses that we believe have improved operating performance and cash flows,
increased the credit quality of our long-term investment portfolio and reduced
our exposure to interest rate risks. These strategic changes include:

Mortgage Operations Expansion
During 1999, we began to expand the scope of our mortgage operations to include
wholesale and retail lending. By expanding into these origination channels, we
have positioned ourselves closer to the customer, which increases the quality
of our mortgage loans and decreases the premiums that we pay for originating
such loans.

Introduction of Prepayment Penalties on Our Loan Programs
In addition to reducing the premiums paid on our loans, since 1998, we have
introduced prepayment penalties on all of our mortgage loan programs and
implemented a policy of paying only significant premiums for those mortgage
loans that contain prepayment penalties. We have introduced specific pricing
and other terms into our mortgage loan programs that we believe encourage the
inclusion of prepayment penalties in our mortgage loans. For the nine months
ended September 30, 2001, approximately 65% of all mortgage loans acquired or
originated by our mortgage operations had prepayment penalties.

Increased Frequency of Securitizations
In order to minimize the risks associated with the accumulation of our mortgage
loans, we seek to securitize our loans more frequently by creating smaller
securitizations of our loans, thereby reducing our exposure to interest rate
risk and price volatility during the accumulation period of our loans. During
the nine months ended September 30, 2001, we completed six REMIC transactions
and two CMO transactions. In addition, we currently have in place a forward
commitment for the securitization of our mortgage loans and the related
mortgage servicing rights created from these securities. This gives us the
ability to securitize without substantial reliance on the secondary markets and
allows us to realize all cash gains on these sales transactions.

Stricter Investment Guidelines for Our Long-Term Investment Operations
Since 1998, we have invested only in non-conforming Alt-A mortgage loans that
we have acquired from, or were originated by, our mortgage operations to better
ensure the quality of the investments in our portfolio. We believe that our
investments in these mortgage loans have substantially reduced our exposure to
prepayments, credit losses and write downs of premiums paid for mortgage loans,
and have provided a higher yield.

Improved Hedging Policies
In order to create a more consistent and reliable earnings stream from our
long-term investment operations' investment portfolio, we have entered into
certain financial instruments to protect against rising interest rates. As a
result of this hedging policy, we have given up some of the potential gain that
could result from further declining interest rates in order to increase the
likelihood that our portfolio generates consistent returns in various rising
interest rate scenarios.

S-5

Adjustment to Pre-1998 Investment Securities Available for Sale
We believe that we have significantly reduced our current exposure to further
losses from investment securities available for sale by writing off
substantially all of the remaining book value of our investment securities
acquired prior to 1998. We no longer acquire or invest in interest-only,
principal-only, or subordinate mortgage-backed securities, and we have
eliminated any short-term borrowings against such securities.

MANAGEMENT

Our executive officers are:

Joseph R. Tomkinson, Chief Executive Officer and Chairman of the Board;
William S. Ashmore, Chief Operating Officer, President and Director;
Richard J. Johnson, Executive Vice President and Chief Financial Officer;
Ronald M. Morrison, General Counsel and Secretary; and,
Gretchen D. Verdugo, Executive Vice President of Impac Warehouse Lending
Group, Inc.

Messrs. Tomkinson, Ashmore and Johnson have been with us since our formation in
1995. Mr. Tomkinson and Mr. Ashmore bring 27 years and 26 years of experience,
respectively, in real estate, real estate financing and mortgage banking. Mr.
Johnson is a Certified Public Accountant with over 17 years of experience in
the mortgage banking industry. Mr. Morrison has been with the company since
1998 and, prior to that, was in private legal practice. Ms. Verdugo has been
with the company since 1997 and brings over 14 years of experience in the
mortgage industry.

Our executive management team has substantial experience in the acquisition,
origination and sale of mortgage loans, and investment in mortgage loans and
securities backed by these loans. Key members of our management team have been
founders and executives of other specialty finance corporations and, in their
current and past service, have successfully established nationwide networks of
mortgage originators and institutional investors and closed billions of dollars
of securitized loan transactions.

S-6

THE OFFERING

Common stock offered by Impac Mortgage
Holdings, Inc............................ 6,800,000 shares/(1)/

Common stock sold by selling stockholder. 200,000 shares/(2)/

Common stock to be outstanding after this
offering................................. 38,801,997 shares/(1)(3)/

American Stock Exchange Symbol........... "IMH"

Use of Proceeds.......................... We are raising funds in this offering
primarily for growing our long-term
investment and mortgage operations
and for general corporate purposes. Impac
Mortgage Holdings, Inc. will not receive
any proceeds from the sale of common
stock by the selling stockholder, HBK
Master Fund L.P. HBK Master Fund L.P.
is selling at least 200,000 shares of
common stock, which amount may be
increased up to an amount not exceeding
750,000 shares of common stock. See
"Selling Stockholder" for certain additional
information regarding HBK Master
Fund L.P.

Risk Factors............................. Investing in our common stock involves
certain risks, which are described under
"Risk Factors" in the accompanying
prospectuses.

(1) Excludes shares of common stock that we may issue and sell upon the
exercise of the underwriters' over-allotment option.
(2) Depending on market conditions, HBK Master Fund L.P. may sell up to 750,000
shares of common stock in this offering.
(3) Based on 32,001,997 shares outstanding as of January 28, 2002. Excludes
766,163 shares of common stock with a weighted average exercise price of
$4.44 per share that are issuable upon the exercise of options granted
under the Impac Mortgage Holdings, Inc. stock option plans.

S-7

SUMMARY CONSOLIDATED FINANCIAL DATA
The summary consolidated financial data shown below as of and for the five
years ended December 31, 2000 is derived from information contained in our
audited consolidated financial statements. The financial data as of and for the
nine months ended September 30, 2001 and 2000 is derived from our unaudited
consolidated financial statements. The results of operations for the nine
months ended September 30, 2001 may not be indicative of results to be expected
for any future period. You should read the summary consolidated financial data
presented below together with our consolidated financial statements and related
notes, which are incorporated by reference into this prospectus supplement and
the accompanying prospectuses, and with our historical financial information
included under "Selected Consolidated Financial Data" beginning on page S-13 of
this prospectus supplement. In the opinion of management, our unaudited
consolidated financial statements reflect all adjustments, consisting solely of
normal recurring adjustments, that are necessary to present fairly the results
for the unaudited interim periods.

IMPAC MORTGAGE HOLDINGS, INC.

For the nine months
ended
For the year ended December 31, September 30,
------------------------------------------------------ ----------------------
1996 1997 1998 1999 2000 2000 2001
(dollar amounts in thousands, except per share data)
----------------------------------------------------------------------------------------------------------------

Balance sheet data:
Total assets.................... $972,355 $1,752,812 $1,665,504 $1,675,430 $1,898,838 $1,807,591 $2,396,742
Total liabilities............... 843,165 1,523,782 1,413,898 1,436,586 1,720,398 1,627,870 2,220,151
Statement of operations
data:
Net interest income (expense)
after loan loss provision...... $ 15,179 $ 26,113 $ 37,602 $ 24,116 $ 4,144 $ (605) $ 20,271
Total non-interest income (loss) 1,496 10,326 (13,539) 6,902 2,513 1,199 11,276
Net income (loss)............... 11,879 (16,029) (5,933) 22,317 (54,233) (57,909) 18,217
Net income (loss) per share/(1)/ $ 1.32 $ (0.99) $ (0.25) $ 0.76 $ (2.70) $ (2.82) $ 0.68

(1) In December 1997, our management agreement with Imperial Credit Advisors,
Inc., an affiliate of Imperial Credit Industries, Inc., was terminated. Net
income per share in 1997 before the effect of expenses related to the
termination would have been $1.74.

IMPAC FUNDING CORPORATION

For the nine months
ended
For the year ended December 31, September 30,
--------------------------------------------- -------------------
1996 1997 1998 1999 2000 2000 2001
(dollar amounts in thousands, except operating data)
-------------------------------------------------------------------------------------------------------

Balance sheet data:
Total assets....................... $399,171 $656,944 $313,872 $116,246 $317,163 $260,557 $296,561
Total liabilities.................. 389,175 629,548 301,009 98,698 301,242 243,788 274,224
Statement of operations data:
Net interest income (expense)...... $ 1,048 $ 6,392 $ 7,767 $ 272 $ (1,407) $ (947) $ 1,713
Total non-interest income (loss)... 8,997 24,166 (5,683) 33,298 27,118 18,616 35,574
Net income (loss).................. 912 8,400 (14,013) 4,332 (1,780) (949) 7,936
Operating data (in millions):
Mortgage loan acquisitions (volume) $ 1,542 $ 2,571 $ 2,249 $ 1,672 $ 2,113 $ 1,481 $ 2,212
Master servicing portfolio......... 1,550 3,029 3,714 2,879 4,043 3,625 5,119

S-8

Use of Proceeds

Based on a public offering price of $ per share, Impac Mortgage Holdings,
Inc. will receive approximately $ in net proceeds from the sale of the
shares of its common stock in this offering, or approximately $ if the
underwriters' over-allotment option is exercised in full, after payment of its
expenses related to this offering and underwriting discounts and commissions.

We intend to use the net proceeds of this offering for growing our core
business operations in addition to general corporate purposes.

Impac Mortgage Holdings, Inc. will not receive any of the proceeds from the
sale of common stock by the selling stockholder, HBK Master Fund L.P. Based on
a public offering price of $ per share, HBK Master Fund L.P. will receive
approximately $ in net proceeds from the sale of the shares of common
stock in this offering, after payment of underwriting discounts and commissions.

S-9

Price Range of Common Stock

The common stock of Impac Mortgage Holdings, Inc. is listed on the American
Stock Exchange, or "AMEX," under the symbol "IMH." The following table
summarizes the high and low sales prices for the common stock as reported by
the AMEX for the periods indicated:

2001 2000
High Low High Low
----- ----- ----- -----

First Quarter..................... $4.49 $2.85 $4.25 $3.13
Second Quarter.................... 7.25 3.89 4.38 3.06
Third Quarter..................... 8.15 5.76 4.19 2.38
Fourth Quarter.................... 9.35 6.85 3.20 1.83

On January 31, 2002, the last reported sale price of the common stock on the
AMEX was $8.85 per share. As of January 28, 2002, there were 338 holders of
record (including holders who are nominees for an undetermined number of
beneficial owners) of the common stock.

S-10

Distributions

We intend to make annual distributions to our stockholders in an amount
sufficient to maintain our status as a REIT, as defined in the Internal Revenue
Code. REIT taxable income may not necessarily equal net income as calculated in
accordance with generally accepted accounting principles, or "GAAP". Our
dividend policy is subject to revision at the discretion of our Board of
Directors. All distributions in excess of those required to maintain our REIT
status will be made at the discretion of our Board of Directors and will depend
on our taxable earnings, financial condition, and such other factors that our
Board of Directors deems relevant. The Board of Directors has not established a
minimum distribution level.

Distributions to our stockholders will generally be taxable as ordinary income,
although we may designate a portion of the distributions as capital gain or as
a tax-free return of capital. We annually furnish to each of our stockholders a
statement setting forth distributions paid during the preceding year and their
characterization as ordinary income, capital gains or return of capital. Of the
total dividends paid during 2000 and 1999, approximately $13.7 million and $4.8
million, respectively, represented a tax-free return of capital. We did not
declare a dividend for the quarters ended December 31, 2000, March 31, 2001 or
June 30, 2001.

The following table summarizes our dividends paid or declared for the periods
indicated:

Per share
dividend
Period covered Stockholder record date amount
---------------------------------------------------------------------------------------

Quarter ended March 31, 1999........... April 9, 1999 $0.10
Quarter ended June 30, 1999............ June 30, 1999 0.12
Quarter ended September 30, 1999....... September 30, 1999 0.13
Quarter ended December 31, 1999........ January 3, 2000 0.13
Quarter ended March 31, 2000........... April 10, 2000 0.12
Quarter ended June 30, 2000............ July 6, 2000 0.12
Quarter ended September 30, 2000....... October 11, 2000 0.12
Quarter ended September 30, 2001....... October 1 and November 15, 2001 /(1)/ 0.25
Quarter ended December 31, 2001........ January 2, 2002 /(2)/ 0.44

(1) Impac Mortgage Holdings, Inc. declared a dividend of $0.25 per share for
the third quarter of 2001, payable in two installments: the first
installment of $0.13 per share was paid on October 15, 2001 to stockholders
of record on October 1, 2001, and the second installment of $0.12 per share
was paid on November 15, 2001 to stockholders of record on November 1, 2001.
(2) Consisted of a regular cash dividend of $0.37 per share and a special cash
dividend of $0.07 per share.

S-11

Capitalization

The following table sets forth Impac Mortgage Holdings, Inc.'s capitalization
as of September 30, 2001:

. on a historical basis; and,

. as adjusted to reflect (i) the issuance and sale in October 2001 of
5,100,000 shares of common stock by Impac Mortgage Holdings, Inc. at a
public offering price of $7.05 per share; and (ii) the issuance and sale of
6,800,000 shares of common stock by Impac Mortgage Holdings, Inc. in this
offering at a public offering price of $ per share, and the application
of the net proceeds of that sale as described in "Use of Proceeds."

The information set forth in the following table should be read in conjunction
with, and is qualified in its entirety by, the financial statements and the
notes thereto included in our Annual Report on Form 10-K, as amended, for the
fiscal year ended December 31, 2000, our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2001, our Quarterly Report on Form 10-Q, as amended,
for the quarter ended June 30, 2001, and our Quarterly Report on Form 10-Q for
the quarter ended September 30, 2001, which are incorporated by reference into
the accompanying prospectuses.

As of September 30, 2001
------------------------------
Historical As adjusted/(1)(2)/
(dollars in thousands, except
share and per share data)
-------------------------------------------------------------------------------------------------

Stockholders' equity:
Common stock, par value $0.01 per share, 50,000,000 authorized;
26,832,329 shares issued and outstanding on a historical basis
and shares issued and outstanding on an as adjusted
basis/(3)/.................................................... $ 268 $
Additional paid-in capital...................................... 325,583
Accumulated other comprehensive gain--available-for-sale
securities.................................................... 11,343
Accumulated comprehensive loss--SFAS 133........................ (23,951)
Cumulative dividends declared................................... (112,256)
Notes receivable from common stock sales........................ (930)
Net accumulated deficit......................................... (23,466)
--------- --
Total stockholders' equity...................................... $ 176,591 $
========= ==
Book value per share............................................ $ 6.58 $
========= ==

(1) After deducting estimated underwriting discounts and commissions and
estimated offering expenses payable by us in this offering. Assumes (i) no
exercise of the underwriters' over-allotment option to purchase up to an
additional shares of common stock from Impac Mortgage Holdings,
Inc., (ii) net proceeds per share of $ with respect to the
shares offered by Impac Mortgage Holdings, Inc. in this offering and
(iii) approximate aggregate expenses of $350,000 payable by Impac Mortgage
Holdings, Inc.
(2) Excludes the $0.44 per share dividend declared for the fourth quarter of
2001 paid to stockholders of record on January 2, 2002. Taking into account
the dividend of $0.44 per share, book value per share would be $ .
(3) Excludes 766,163 shares of common stock with a weighted average exercise
price of $4.44 per share that are issuable upon the exercise of options
granted under the Impac Mortgage Holdings, Inc. stock option plans.

S-12

Selected Consolidated Financial Data

The selected consolidated financial data set forth below is derived from the
audited consolidated financial statements of Impac Mortgage Holdings, Inc. and
Impac Funding Corporation for the fiscal years ended December 31, 1996, 1997,
1998, 1999 and 2000 and from our unaudited financial statements for the nine
months ended September 30, 2000 and 2001. The unaudited interim results of
Impac Mortgage Holdings, Inc. and Impac Funding Corporation, in the opinion of
management, reflect all adjustments, consisting solely of normal recurring
adjustments, which are necessary to present fairly the results for the
unaudited interim periods. The unaudited interim results for the nine months
ended September 30, 2001 are not necessarily indicative of the results that may
be expected for the fiscal year ended December 31, 2001. The following selected
financial data should be read in conjunction with the more detailed information
contained in the financial statements and notes thereto and "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included in our Annual Report on Form 10-K, as amended, for the fiscal year
ended December 31, 2000 and our Quarterly Report on Form 10-Q for the quarter
ended September 30, 2001, which are incorporated by reference into the
accompanying prospectuses.

In August 2001, the Derivatives Implementation Group of the Financial
Accounting Standards Board issued Statement 133 Implementation Issue No. G20,
"Cash Flow Hedges: Assessing and Measuring the Effectiveness of a Purchased
Option Used in a Cash Flow Hedge," which permits the measurement of
effectiveness to include the hedging instrument's entire change in fair value,
rather than documenting the assessment of effectiveness based only on the
changes in the hedging instrument's intrinsic value as is the current practice.
The effective date of the guidance is the first day of the first fiscal quarter
after August 10, 2001. Upon adoption, we recorded the changes in both the time
value and intrinsic value (entire change in fair value) of options in other
comprehensive income, as opposed to only changes in intrinsic value as is now
the case. The amounts will be recognized in earnings when the forecasted or
hedged transaction is recognized in earnings. It is expected that this will
result in a reduction in earnings volatility as compared to existing practice.

S-13

Selected Consolidated Financial Data

IMPAC MORTGAGE HOLDINGS, INC.

For the
nine months
ended
For the year ended December 31, September 30,
---------------------------------------------- ------------------
1996 1997 1998 1999 2000 2000 2001
(dollar amounts in thousands, except per share data)
-----------------------------------------------------------------------------------------------------------------------

Statement of operations data:
Net interest income:
Total interest income $63,673 $109,533 $163,658 $119,458 $147,079 $106,642 $116,032
Total interest expense 44,144 76,577 121,695 89,795 124,096 89,512 85,202
------- -------- -------- -------- -------- -------- --------
Net interest income 19,529 32,956 41,963 29,663 22,983 17,130 30,830
Provision for loan losses 4,350 6,843 4,361 5,547 18,839 17,735 10,559
------- -------- -------- -------- -------- -------- --------
Net interest income (expense) after loan loss
provision 15,179 26,113 37,602 24,116 4,144 (605) 20,271
Non-interest income:
Equity in net earnings (loss) of Impac Funding
Corporation 903 8,316 (13,876) 4,292 (1,762) (937) 7,857
Equity in net loss of Impac Commercial
Holdings, Inc. -- (239) (998) -- -- -- --
Loss on sale of mortgage loans -- -- (3,111) -- -- -- --
Gain on sale of securities -- 648 427 93 -- -- --
Other income 593 1,601 4,019 2,517 4,275 2,136 3,419
------- -------- -------- -------- -------- -------- --------
Total non-interest income (loss) 1,496 10,326 (13,539) 6,902 2,513 1,199 11,276
------- -------- -------- -------- -------- -------- --------
Non-interest expense:
Write-down on investment securities -- -- 14,132 2,037 53,576 53,576 1,949
General and administrative and other
operating expense 1,449 1,851 6,788 6,664 7,314 4,927 2,349
Mark-to-market loss--FAS 133 -- -- -- -- -- -- 3,713
Loss on equity investment of Impac
Commercial Holdings, Inc. -- -- 9,076 -- -- -- --
Advisory fees 3,347 6,242 -- -- -- -- --
Termination agreement expense -- 44,375 -- -- -- -- --
------- -------- -------- -------- -------- -------- --------
Total non-interest expense 4,796 52,468 29,996 8,701 60,890 58,503 8,011
------- -------- -------- -------- -------- -------- --------
Income (loss) before extraordinary item and
cumulative effect of change in accounting
principle 11,879 (16,029) (5,933) 22,317 (54,233) (57,909) 23,536
Extraordinary item -- -- -- -- -- -- (1,006)
Cumulative effect of change in accounting
principle -- -- -- -- -- -- (4,313)
------- -------- -------- -------- -------- -------- --------
Net earnings (loss) 11,879 (16,029) (5,933) 22,317 (54,233) (57,909) 18,217
Less: cash dividends on preferred stock -- -- -- (3,290) (3,150) (2,363) (1,575)
------- -------- -------- -------- -------- -------- --------
Net income (loss) available to common
stockholders $11,874 $(16,029) $ (5,933) $ 19,027 $ 57,383 $(60,272) $ 16,642
======= ======== ======== ======== ======== ======== ========
Income (loss) per share before extraordinary
item and cumulative effect of change in
accounting principle:
Basic $ 1.34 $ (0.99) $ (0.25) $ 0.83 $ (2.70) $ (2.82) $ 0.97
======= ======== ======== ======== ======== ======== ========
Diluted $ 1.32 $ (0.99) $ (0.25) $ 0.76 $ (2.70) $ (2.82) $ 0.87
======= ======== ======== ======== ======== ======== ========
Net income (loss) per share:
Basic $ 1.34 $ (0.99) $ (0.25) $ 0.83 $ (2.70) $ (2.82) $ 0.74
======= ======== ======== ======== ======== ======== ========
Diluted $ 1.32 $ (0.99) $ (0.25) $ 0.76 $ (2.70) $ (2.82) $ 0.68
======= ======== ======== ======== ======== ======== ========
Dividends declared per share $ 1.61 $ 1.68 $ 1.46 $ 0.48 $ 0.36 $ 0.36 $ 0.25
======= ======== ======== ======== ======== ======== ========
Net income (loss) per share before management
termination expense/(1)/ $ 1.32 $ (0.99) $ (0.25) $ 0.76 $ (2.70) $ (2.82) $ 0.68
======= ======== ======== ======== ======== ======== ========

S-14

Selected Consolidated Financial Data

At December 31, At September 30,
---------------------------------------------------- ------------------
1996 1997 1998 1999 2000 2000 2001
(dollar amounts in thousands, except per share data)
-----------------------------------------------------------------------------------------------------------------

Balance sheet data:
Investment securities available-for-
sale............................... $ 63,506 $ 67,011 $ 93,486 $ 93,206 $ 36,921 $ 39,822 $ 34,329
Mortgage loans held-for-investment
and CMO collateral................. 502,658 1,052,610 1,181,847 1,313,112 1,389,716 1,336,705 1,823,864
Finance receivables................. 362,312 533,101 311,571 197,119 405,438 366,823 464,503
Investment in Impac Funding
Corporation........................ 9,896 27,122 13,246 17,372 15,762 16,601 22,114
Investment in Impac Commercial
Holdings, Inc...................... -- 17,985 -- -- -- -- --
Total assets........................ 972,355 1,752,812 1,665,504 1,675,430 1,898,838 1,807,591 2,396,742
CMO borrowings...................... 474,513 741,907 1,072,316 850,817 1,291,284 998,739 1,597,936
Reverse repurchase agreements....... 357,716 755,559 323,625 539,687 398,653 594,296 598,210
Total liabilities................... 843,165 1,523,782 1,413,898 1,436,586 1,720,398 1,627,870 2,220,151
Total stockholders' equity.......... 129,190 229,030 251,606 238,844 178,440 179,721 176,591
Book value per share................ $ 13.74 $ 10.16 $ 10.25 $ 11.16 $ 8.74 $ 8.40 $ 6.58
Book value per fully diluted
common share....................... 13.74 10.16 8.22 8.60 6.67 6.47 6.58
Total assets divided by
stockholders' equity............... 7.53:1 7.65:1 6.62:1 7.01:1 10.64:1 10.06:1 13.57:1

S-15

Selected Consolidated Financial Data

IMPAC FUNDING CORPORATION

For the
nine months
ended
For the year ended December 31, September 30,
----------------------------------------- ----------------
1996 1997 1998 1999 2000 2000 2001
(dollar amounts in thousands)
-----------------------------------------------------------------------------------------------------------------

Statement of operations data:
Net interest income:
Total interest income........................... $32,799 $48,020 $ 48,510 $21,225 $28,649 $20,116 $18,314
Total interest expense.......................... 31,751 41,628 40,743 20,953 30,056 21,063 16,601
------- ------- -------- ------- ------- ------- -------
Net interest income (expense)................ 1,048 6,392 7,767 272 (1,407) (947) 1,713
Non-interest income:
Gain (loss) on sale of loans.................... 7,747 19,414 (11,663) 27,098 19,727 13,163 32,947
Loan servicing income........................... 1,250 4,109 7,071 5,221 6,286 4,858 2,308
Gain (loss) on sale of investment securities.... -- 550 (706) -- 51 -- --
Mark-to-market loss on investment securities.... -- -- (805) -- -- -- --
Other income.................................... -- 93 420 979 1,054 595 319
------- ------- -------- ------- ------- ------- -------
Total non-interest income (loss)............. 8,997 24,166 (5,683) 33,298 27,118 18,616 35,574
------- ------- -------- ------- ------- ------- -------
Non-interest expense:
General and administrative and other operating
expense........................................ 7,154 10,047 14,385 14,965 19,634 13,904 19,231
Amortization of mortgage servicing rights....... 613 2,827 6,361 5,331 5,179 3,751 3,757
Write-down of securities available-for-sale..... -- -- -- 4,252 1,537 1,537 --
Provision for repurchases....................... 687 3,148 367 385 371 77 515
Impairment of mortgage servicing rights......... -- -- 3,722 1,078 -- -- --
------- ------- -------- ------- ------- ------- -------
Total non-interest expense................... 8,454 16,022 24,835 26,011 26,721 19,269 23,503
------- ------- -------- ------- ------- ------- -------
Income (loss) before income taxes and
cumulative effect of change in accounting
principles..................................... 1,591 14,536 (22,751) 7,559 (1,010) (1,600) 13,784
Income taxes (benefit)............................. 679 6,136 (8,738) 3,227 770 (651) 5,865
------- ------- -------- ------- ------- ------- -------
Income (loss) before cumulative effect of change in
accounting principle.............................. 912 8,400 (14,013) 4,332 (1,780) (949) 7,919
Cumulative effect of change in accounting
principle........................................ -- -- -- -- -- -- 17
------- ------- -------- ------- ------- ------- -------
Net earnings (loss)............................. 912 8,400 (14,013) 4,332 (1,780) (949) 7,936
Less: cash dividends on preferred stock............ -- -- -- -- -- -- (6,464)
------- ------- -------- ------- ------- ------- -------
Net income (loss) available to common
stockholders................................... $ 912 $ 8,400 $ (4,013) $ 4,332 $(1,780) $ (949) $ 1,472
======= ======= ======== ======= ======= ======= =======

At December 31, At September 30,
-------------------------------------------- -----------------
1996 1997 1998 1999 2000 2000 2001
(dollar amounts in thousands, except operating data)
--------------------------------------------------------------------------------------------------

Balance sheet data:
Mortgage loans held-for-sale...... $334,104 $620,549 $252,568 $ 68,084 $275,570 $220,922 $244,762
Mortgage servicing rights......... 8,785 15,568 14,062 15,621 10,938 15,684 10,365
Total assets...................... 399,171 656,944 313,872 116,246 317,163 260,557 296,561
Borrowings from Impac Warehouse
Lending Group, Inc............... 327,422 454,840 192,900 66,125 266,994 213,150 234,827
Other borrowings.................. -- 148,307 67,058 181 -- 77 --
Due to affiliates................. 54,803 6,198 24,382 14,500 14,500 14,500 14,500
Total liabilities................. 389,175 629,548 301,009 98,698 301,242 243,788 274,224
Total shareholders' equity........ 9,996 27,396 12,863 17,548 15,921 16,769 22,337
Operating data (in millions):
Mortgage loan acquisitions/(1)/
(volume)......................... $ 1,542 $ 2,571 $ 2,249 $ 1,672 $ 2,113 $ 1,481 $ 2,212
Master servicing portfolio........ 1,550 3,029 3,714 2,879 4,043 3,625 5,119
Servicing portfolio............... 1,550 3,029 3,714 2,393 2,429 2,150 1,998

(1) Represents acquisitions during the year or nine-month period, as applicable.

S-16

Management

The following table provides certain information regarding the officers and
directors of Impac Mortgage Holdings, Inc. and its related companies as of the
date of this prospectus supplement.

Name Age Position
---------------------------------------------------------------------------------------

Joseph R. Tomkinson 54 Chief Executive Officer and Chairman of the Board

William S. Ashmore. 52 Chief Operating Officer, President and Director

Richard J. Johnson. 39 Executive Vice President and Chief Financial Officer

Ronald M. Morrison. 50 General Counsel and Secretary

Gretchen D. Verdugo 37 Executive Vice President of Impac Warehouse Lending Group, Inc.

James Walsh........ 52 Director

Frank P. Filipps... 54 Director

Stephan R. Peers... 49 Director

William E. Rose.... 34 Director

Leigh J. Abrams.... 59 Director

Joseph R. Tomkinson has been Chairman of the Board since April 1998 and Chief
Executive Officer of Impac Mortgage Holdings, Inc. and Chairman of the Board
and Chief Executive Officer of Impac Funding Corporation, our mortgage
operations, and Impac Warehouse Lending Group, Inc., our warehouse lending
operations, since their formation. From August 1995 to April 1998, he was Vice
Chairman of the Board of Impac Mortgage Holdings, Inc. From February 1997 to
May 1999, he was Chairman of the Board and Chief Executive Officer of Impac
Commercial Holdings, Inc., a publicly traded real estate investment trust
investing in commercial mortgage assets, and Impac Commercial Capital
Corporation, the conduit operations of Impac Commercial Holdings, Inc. He
served as President and Chief Operating Officer of Imperial Credit Industries,
Inc. from January 1992 to February 1996 and, from 1986 to January 1992, he was
President of Imperial Bank Mortgage, one of the divisions that later was
combined to become Imperial Credit Industries, Inc. in 1992. He was a Director
of Imperial Credit Industries, Inc. (Nasdaq-ICII) from December 1991 to June
1999. Mr. Tomkinson brings 27 years of combined experience in real estate, real
estate financing and mortgage banking to the company.

William S. Ashmore has been President of Impac Mortgage Holdings, Inc. since
its formation, President of our mortgage operations since March 1997 (after
being promoted from Executive Vice President), a Director of our mortgage
operations since its formation, and President and a Director of our warehouse
lending operations since its formation. In July 1997, he became a Director of
Impac Mortgage Holdings, Inc. From February 1997 to May 1999, he was the
President and Chief Operating Officer of Impac Commercial Holdings, Inc. From
August 1993 to February 1996, he was Executive Vice President and Director of
Secondary Marketing at Imperial Credit Industries, Inc., having been its Senior
Vice President of Secondary Marketing since January 1988. From 1985 to 1987, he
was Chief Executive Officer and Vice Chairman of the Board of Century National
Mortgage Corporation, a wholesale mortgage banking company. Mr. Ashmore has
over 26 years of combined experience in real estate, real estate financing and
mortgage banking.

Richard J. Johnson is the Executive Vice President and Chief Financial Officer
of each of Impac Mortgage Holdings, Inc., our mortgage operations and our
warehouse lending operations. He has held these positions at all three entities
since their formation, with the exception of the position of Executive
Vice President of Impac Mortgage Holdings, Inc., which he attained in January
1998. In March 1996, he was appointed as a Director of our warehouse lending
operations. From February 1997 to May 1999, he was the Executive Vice President
and Chief Financial Officer of Impac Commercial Holdings, Inc. and Impac
Commercial Capital Corporation. From September 1992 to March 1995, he was
Senior Vice

S-17

Management

President and Chief Financial Officer of Imperial Credit Industries, Inc. From
November 1989 to September 1992, he was Vice President and Controller of
Imperial Credit Industries, Inc.

Ronald M. Morrison has been General Counsel of Impac Mortgage Holdings, Inc.
since July 1998. In July 1998, he was also elected Secretary of Impac Mortgage
Holdings, Inc. and, in August 1998, he was elected Secretary of our mortgage
operations and our warehouse lending operations. From August 1998 to May 1999,
he was also General Counsel and Secretary of Impac Commercial Holdings, Inc.
and Impac Commercial Capital Corporation. From 1978 until joining Impac
Mortgage Holdings, Inc., Mr. Morrison was a partner at the law firm of
Morrison & Smith.

Gretchen D. Verdugo has been the Executive Vice President of Impac Warehouse
Lending Group, Inc., our warehouse lending operations, since November 2000.
From August 1997 to November 2000, Ms. Verdugo served as the Senior Vice
President and Chief Accounting Officer of our mortgage operations. From
November 1996 to August 1997, Ms. Verdugo was a Senior Manager at KPMG LLP and
from September 1992 to November 1996, Ms. Verdugo served as the Chief Financial
Officer, Vice President and Treasurer of Bay Federal Credit Union.

James Walsh has been a Director of Impac Mortgage Holdings, Inc. since August
1995. In January 2000, he became Managing Director of Sherwood Trading and
Consulting Corporation. From March 1996 to January 2000, he was an Executive
Vice President of Walsh Securities, Inc. where he directed mortgage loan
production, sales and securitization. Mr. Walsh was an executive of Donaldson,
Lufkin and Jenrette Securities Corporation from January 1989 through March
1996, where he oversaw residential mortgage securitization, servicing brokerage
and mortgage banking services.

Frank P. Filipps has been a Director of Impac Mortgage Holdings, Inc. since
August 1995. In June 1999, he was elected Chairman and Chief Executive Officer
of Radian Group, Inc. (NYSE-RDN) and its principal subsidiary, Radian Guaranty,
Inc., which were formed through a merger of Amerin and CMAC Investment
Corporation. Radian provides private mortgage insurance coverage on residential
mortgage loans. From January 1995 to June 1999, he served as Chairman,
President and Chief Executive Officer of Commonwealth Mortgage Assurance
Company. In 1995, he was elected President and appointed a Director of CMAC
Investment Corporation (NYSE-CMT), and in January 1996, he was elected Chief
Executive Officer of CMAC Investment Corporation. Mr. Filipps originally joined
Commonwealth Mortgage Assurance Company in 1992 as Senior Vice President and
Chief Financial Officer and became Executive Vice President and Chief Operating
Officer in 1994.

Stephan R. Peers has been a Director of Impac Mortgage Holdings, Inc. since
October 1995. In September 2001, Mr. Peers joined Sandler O'Neill & Partners,
L.P. as a Managing Director. From March 2000 to May 2001, Mr. Peers was a
Managing Director at Bear, Stearns & Co., Inc. From April 1993 to March 2000,
he was an Executive Vice President of International Strategic Finance
Corporation, Ltd., where he performed corporate finance services for overseas
and domestic companies. From January 1998 to June 1998, he was an executive at
Aames Financial Corporation, a mortgage loan company.

William E. Rose has been a Director of Impac Mortgage Holdings, Inc. since
August 2000. Since 1991, Mr. Rose has been associated with HBK Investments L.P.
and is currently a Managing Director. His responsibilities include U.S. equity
derivatives, private investments and trading. Prior to 1991, Mr. Rose worked
for William A.M. Burden & Co., the investment division of the Burden family of
New York, and in the Mergers & Acquisitions Group of Drexel Burnham, Lambert,
Inc.

Leigh J. Abrams has been a Director of Impac Mortgage Holdings, Inc. since
April 2001. Since August 1979, Mr. Abrams has been President, Chief Executive
Officer and a Director of Drew Industries Incorporated (AMEX-DW), which
manufactures a wide variety of components for manufactured homes and
recreational vehicles. Since May 1994, Mr. Abrams has also been President,
Chief Executive Officer and a Director of LBP, Inc. (OTC-LBPI). Prior to the
sale of its operating assets in 1998, LBP manufactured a variety of specialty
building products for the remodeling and residential construction industry. Mr.
Abrams, a CPA, has over 30 years of experience in corporate finance, mergers
and acquisitions, and operations.

S-18

Selling Stockholder

The following table sets forth certain information regarding the beneficial
ownership of the common stock as of January 28, 2002 and as adjusted to reflect
the offering of 6,800,000 shares by Impac Mortgage Holdings, Inc. and 200,000
shares by the selling stockholder, HBK Master Fund L.P.:

Shares beneficially Number of Shares beneficially
owned prior to the shares to be owned after the
offering sold in the offering
Selling Stockholder Number Percent/(1)/ offering/(2)/ Number Percent/(3)(4)/
---------------------------------------------------------------------------------------

HBK Master Fund L.P..... 4,043,888 12.6% 200,000 3,843,888 9.9%

(1) Based on 32,001,997 shares outstanding as of January 28, 2002.
(2) Excludes the underwriters' over-allotment option to purchase additional
shares from Impac Mortgage Holdings, Inc. pursuant to the terms of the
underwriting agreement. Assuming HBK Master Fund L.P. sells 200,000 shares
of common stock, if this option is exercised in full, HBK Master Fund L.P.
will beneficially own 3,843,888 shares or 9.6% of the common stock.
(3) If HBK Master Fund L.P. sells a maximum of 750,000 shares of common stock,
HBK Master Fund L.P. will beneficially own 3,293,888 or 8.5% of the common
stock.
(4) Based on 38,801,997 shares outstanding as of January 28, 2002, as adjusted
for the offering.

HBK Investments L.P. has voting and investment control over the securities held
in the name of HBK Master Fund L.P. pursuant to an Investment Management
Agreement. Each of Harlan B. Korenvaes, Kenneth M. Hirsh, Laurence H. Lebowitz,
William E. Rose, Richard L. Booth, David C. Haley and Jamiel A. Akhtar may be
deemed to have voting and investment control over such securities as the
members of HBK Management LLC, the general partner of HBK Partners II L.P.,
which is the general partner of HBK Investments L.P. William E. Rose is a
director of Impac Mortgage Holdings, Inc.

The shares of our common stock beneficially owned by HBK Master Fund L.P. are
all registered for sale to the public under the Securities Act of 1933. The
sale of a large amount of shares by HBK Master Fund L.P. or the perception that
such sales may occur could adversely affect the market price for our common
stock.

The preceding information regarding the selling stockholder supersedes the
information under the heading "Selling Security Holders and Plan of
Distribution" in the accompanying prospectus, dated August 30, 2001.

S-19

Underwriting

Impac Mortgage Holdings, Inc., the selling stockholder and the underwriters
named below have entered into an underwriting agreement concerning the shares
of common stock being offered. Subject to certain conditions, each underwriter
has severally agreed to purchase the number of shares of common stock indicated
next to its name in the following table. The underwriters are obligated to
purchase all of the shares of common stock, other than those covered by the
over-allotment option described below, if they purchase any of the shares of
common stock.

Number
of
Underwriters shares
---------------------------------------------

UBS Warburg LLC...................
Jolson Merchant Partners, LLC.....
-------
Total..........................

=======

If the underwriters sell more shares of common stock than the total number set
forth in the table above, the underwriters have a 30-day option to buy up to an
additional shares of common stock from us, at the public offering price
less the underwriting discounts and commissions, to cover these sales. If any
shares of common stock are purchased under this option, the underwriters will
severally purchase shares of common stock in approximately the same proportion
as set forth in the table above.

The following table provides information regarding the amount of the discount
to be paid to the underwriters by us and the selling stockholder:

Paid by us
--------------------------------
No exercise of Full exercise of
over-allotment over-allotment
option option
-------------- ----------------

Per share......................... $ $
Total.......................... $ $

Paid by selling stockholder
--------------------------------
No exercise of Full exercise of
over-allotment over-allotment
option option
-------------- ----------------

Per share......................... $ $
Total.......................... $ $

We estimate that the total expenses of this offering payable by Impac Mortgage
Holdings, Inc. and the selling stockholder, excluding underwriting discounts
and commissions, will be approximately $ and $ , respectively.

Shares of common stock sold by the underwriters to the public will initially be
offered at the public offering price set forth on the cover of this prospectus
supplement. Any shares of common stock sold by the underwriters to securities
dealers may be sold at a discount of up to $ per share from the public
offering price. Any of the securities dealers may resell any shares of common
stock purchased from the underwriters to other brokers or dealers at a discount
of up to $ per share from the public offering price. If all of the shares
of common stock are not sold at the public offering price, the underwriters may
change the offering price and the other selling terms.

S-20

Underwriting

Impac Mortgage Holdings, Inc. and each of our officers and directors have
agreed that, subject to certain exceptions related to options granted under
existing employee benefit plans, for a period of 90 days from the date of this
prospectus supplement (or for a period of 45 days from the date of this
prospectus supplement in the case of each of our officers and directors), they
will not, without the prior written consent of UBS Warburg LLC, dispose of or
hedge any shares of our common stock or any securities convertible into or
exchangeable for our common stock. The selling stockholder has agreed that for
a period of 30 days from the date of this prospectus supplement it will not,
without the prior written consent of UBS Warburg LLC, dispose of or hedge any
shares of our common stock or any securities convertible into or exchangeable
for our common stock. UBS Warburg LLC in its sole discretion may release any of
the securities subject to these lock-up agreements at any time without notice.

In connection with this offering, the underwriters may purchase and sell shares
of our common stock in the open market. These transactions may include
stabilizing transactions, short sales and purchases to cover positions created
by short sales. Stabilizing transactions consist of bids or purchases made for
the purpose of preventing or retarding a decline in the market price of our
common stock while this offering is in progress. Short sales involve the sale
by the underwriters of a greater number of shares of common stock than they are
required to purchase in this offering. Short sales may be either "covered short
sales" or "naked short sales." Covered short sales are sales made in an amount
not greater than the underwriters' over-allotment option to purchase additional
shares in this offering. The underwriters may close out any covered short
position by either exercising their over-allotment option or purchasing shares
of common stock in the open market. In determining the source of shares of
common stock to close out the covered short position, the underwriters will
consider, among other things, the price of shares of common stock available for
purchase in the open market as compared to the price at which they may purchase
shares of common stock through the over-allotment option. Naked short sales are
sales in excess of the over-allotment option. The underwriters must close out
any naked short position by purchasing shares of common stock in the open
market. A naked short position is more likely to be created if the underwriters
are concerned there may be downward pressure on the price of shares in the open
market after pricing that could adversely affect investors who purchase shares
in this offering.

The underwriters also may impose a penalty bid. This occurs when a particular
underwriter repays to the other underwriters a portion of the underwriting
discount received by it because the other underwriters have repurchased shares
of common stock sold by, or for the account of, that underwriter in stabilizing
or short covering transactions.

These activities by the underwriters may stabilize, maintain or otherwise
affect the market price of our common stock. As a result, the price of our
common stock may be higher than the price that otherwise might exist in the
open market. If these activities are commenced, they may be discontinued by the
underwriters at any time. These transactions may be effected on the American
Stock Exchange or otherwise.

No underwriter is obligated to conduct market-making activities in our common
stock and any such activities may be discontinued at any time without notice,
at the sole discretion of the underwriter. We and the selling stockholder have
agreed to indemnify the several underwriters against some liabilities,
including liabilities under the Securities Act of 1933, as amended, and to
contribute to payments that the underwriters may be required to make in respect
thereof.

The underwriters have from time to time in the past provided, and may from time
to time in the future provide, investment banking and general financing
services to us for which they have in the past received, and may in the future
receive, customary fees. In addition, we have a secured repurchase facility
with UBS Warburg LLC that we use in our warehouse lending operations. Stephan
R. Peers, a managing director of Sandler O'Neill & Partners, L.P., is also a
director of Impac Mortgage Holdings, Inc.

S-21

Legal Matters

The legality of the shares of our common stock will be passed upon for us by
Kirkpatrick & Lockhart LLP, Los Angeles, California. All matters of Maryland
law will be passed upon for us by McKee Nelson LLP, Washington, D.C. In
addition, McKee Nelson LLP, Washington, D.C., is providing the legal opinions
referred to under "Federal Income Tax Consequences" on pages 29 and 18 in the
accompanying prospectuses, dated February , 2002 and August 30, 2001. The
validity of the shares of common stock offered hereby will be passed upon for
the underwriters by Sullivan & Cromwell, New York, New York. With respect to
all matters of Maryland law, Sullivan & Cromwell will rely upon the legal
opinion of McKee Nelson LLP, Washington, D.C.

Experts

The consolidated financial statements of Impac Mortgage Holdings, Inc. and of
Impac Funding Corporation as of December 31, 2000 and 1999, and for each of the
years in the three-year period ended December 31, 2000, have been incorporated
by reference herein and in the registration statements in reliance upon the
report of KPMG LLP, independent auditors, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.

S-22

The information contained in this prospectus is not complete and may be
changed. You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are not
making or soliciting an offer of these securities in any state where the offer
is not permitted. You should not assume that the information in this prospectus
or any prospectus supplement is accurate as of any date other than the date on
the front of those documents.

Subject to completion dated February 1, 2002

PROSPECTUS

$300,000,000

IMPAC MORTGAGE HOLDINGS, INC.

COMMON STOCK, PREFERRED STOCK,
DEBT SECURITIES AND WARRANTS

-----------------

Impac Mortgage Holdings, Inc. may sell to the public:

. common stock

. preferred stock

. debt securities

. warrants to purchase common stock

. warrants to purchase preferred stock

Unless the context otherwise requires, the terms "Company," "we," "us," and
"our" in this prospectus refer to Impac Mortgage Holdings, Inc., a Maryland
corporation, and its subsidiaries, IMH Assets Corp., and Impac Warehouse
Lending Group, Inc. and its affiliate, Impac Funding Corporation (together with
its wholly-owned subsidiaries Impac Secured Assets Corp. and Novelle Financial
Services, Inc.). Unless the context otherwise indicates, "common stock" refers
to the common stock, par value $0.01 per share, of Impac Mortgage Holdings,
Inc. and the associated preferred stock purchase rights issued under our rights
agreement, as amended, dated October 7, 1998.

We will provide specific terms of each issuance of these securities in
supplements to this prospectus. We urge you to read this prospectus and any
accompanying prospectus supplement, which will describe the specific terms of
the common stock, the preferred stock, the debt securities and the warrants,
carefully before you make your investment decision.

Our company may sell these securities to or through underwriters, dealers or
agents, or we may sell the securities directly to investors on our own behalf.

Our common stock is listed on the American Stock Exchange under the symbol
"IMH."

An investment in the securities being offered involves significant risks.

See "Risk Factors" beginning on page 2.

This prospectus may not be used to consummate sales of these securities
unless it is accompanied by a prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

The date of this prospectus is , 2002

Table of Contents
Page
----

About This Prospectus................................................................................. i
Where You Can Find More Information................................................................... ii
Cautionary Statement Concerning Forward-Looking Statements............................................ iii
Summary............................................................................................... 1
Impac Mortgage Holdings, Inc.......................................................................... 1
Risk Factors.......................................................................................... 2
Use of Proceeds....................................................................................... 16
Ratio of Earnings to Fixed Charges and Ratio of Earnings to Combined Fixed Charges and Preferred Stock
Dividends........................................................................................... 16
Description of Securities............................................................................. 16
Description of Capital Stock.......................................................................... 17
Description of Debt Securities........................................................................ 24
Federal Income Tax Considerations..................................................................... 29
Plan of Distribution.................................................................................. 36
Legal Matters......................................................................................... 38
Experts............................................................................................... 38

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission using a "shelf" registration process. Under
this shelf process, we may sell any combination of the securities described in
this prospectus in one of more offerings up to a total dollar amount of
proceeds of $300,000,000. This prospectus provides you with a general
description of the securities we may offer. Each time we sell securities, we
will provide a prospectus supplement that will contain specific information
about the terms of that offering. That prospectus supplement may include a
discussion of any risk factors or other specific considerations applicable to
those securities. The prospectus supplement may also add, update or change
information contained in this prospectus. If there is any inconsistency between
the information in this prospectus and any prospectus supplement, you should
rely on the information in the prospectus supplement. You should read both this
prospectus and any prospectus supplement together with additional information
described under the heading "Where You Can Find More Information."

The registration statement containing this prospectus, including the
exhibits to the registration statement provides additional information about us
and the securities offered under this prospectus. The registration statement,
including the exhibits, can be read at the SEC website or at the SEC offices
mentioned under the heading "Where You Can Find More Information."

WHERE YOU CAN FIND MORE INFORMATION

We file reports, proxy statements, and other information with the SEC. Such
reports, proxy statements, and other information concerning us can be read and
copied at the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further
information on the Public Reference Room. The SEC maintains an Internet site at
http://www.sec.gov that contains reports, proxy and information statements and
other information from issuers, including us, that file such documents
electronically with the SEC. Our common stock is listed and traded on the
American Stock Exchange. These reports, proxy statements and other information
are also available for inspection at the offices of the American Stock
Exchange, 86 Trinity Place, New York, New York 10006.

This prospectus is part of a registration statement we filed with the SEC.
The full registration statement can be obtained from the SEC as indicated
above, or directly from us, as indicated below.

The SEC allows us to "incorporate by reference" the information we file with
the SEC. This permits us to disclose important information to you by
referencing these filed documents. Any information referenced this way is
considered part of this prospectus, and any information filed with the SEC
subsequent to this prospectus will automatically be deemed to update and
supersede this information. We incorporate by reference the following documents
which we have filed with the SEC (File No. 0-19861) under the Securities
Exchange Act of 1934 (the "Exchange Act"), and these documents are incorporated
herein by reference:

. Our Annual Report on Form 10-K for the fiscal year ended December 31, 2000
as filed on March 30, 2001 and as amended by Form 10-K/A (Amendment No. 1)
filed on October 17, 2001 and Form 10-K/A (Amendment No. 2) filed on
January 16, 2002;

. Our Definitive Proxy Statement filed April 30, 2001 and amended on May 17,
2001;

. Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2001 as
filed on May 15, 2001;

. Our Quarterly Report on Form 10-Q for the quarter ended June 30, 2001 as
filed on August 14, 2001 and as amended by Form 10-Q/A filed on October
12, 2001;

. Our Quarterly Report on Form 10-Q for the quarter ended September 30, 2001
as filed on November 14, 2001;

. Our Current Reports on Form 8-K filed on January 29, 2002, October 26,
2001, October 24, 2001 and September 5, 2001; and

. The description of our common stock contained in our registration
statement on Form 8-A, including all amendments and reports filed for the
purpose of updating such description.

We incorporate by reference the documents listed above and any future
filings made with the SEC pursuant to Sections 13(a), 13(c), 14 or 15(d) of the
Exchange Act from the date of this prospectus until we file a post-effective
amendment which indicates the termination of the offering of the securities
made by this prospectus. Nothing in this prospectus shall be deemed to
incorporate information furnished by us but not filed with the SEC pursuant to
Item 9 of Form 8-K.

Any statement contained in a document incorporated or considered to be
incorporated by reference in this prospectus shall be considered to be modified
or superseded for purposes of this prospectus to the extent that a statement
contained in this prospectus or in any subsequently filed document that is or
is considered to be incorporated by reference modifies or supersedes the
statement. Each statement about the contents of any contracts or other document
is qualified in all material respects by reference to such contract or other
document. Any statement that is so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this prospectus.

We will provide without charge upon written or oral request, a copy of any
or all of the documents which are incorporated by reference to this prospectus.
You may direct your requests to Investor Relations, Impac Mortgage Holdings,
Inc., 1401 Dove Street, Suite 100, Newport Beach, CA 92660, or by calling (949)
475-3600.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This prospectus and any accompanying prospectus supplements contain or
incorporate by reference certain forward-looking statements within the meaning
of Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements, some of which are based on
various assumptions and events that are beyond our control, may be identified
by reference to a future period or periods or by the use of forward-looking
terminology, such as may, will, believe, expect, anticipate, continue or
similar terms or variations on those terms or the negative of those terms.
Actual results could differ materially from those set forth in forward-looking
statements due to a variety of factors, including, but not limited to, adverse
economic conditions, changes in interest rates, changes in yield curves,
changes in prepayment rates, the availability of financing and, if available,
the terms of any financing. For a discussion of the risks and uncertainties
that could cause actual results to differ from those contained in the
forward-looking statements, see ''Risk Factors" in this prospectus and any
accompanying supplements and under "Business-Risk Factors" in our Annual Report
on Form 10-K, as amended. We do not undertake, and specifically disclaim any
obligation, to publicly release the results of any revisions that may be made
to any forward-looking statements to reflect the occurrence of anticipated or
unanticipated events or circumstances after the date of such statements.

We encourage you to read this prospectus and any accompanying prospectus
supplements, as well as the information that is incorporated by reference in
this prospectus and any accompanying prospectus supplements, in their
entireties. You should carefully consider the factors set forth under ''Risk
Factors" beginning on page 1 of this prospectus before making an investment
decision to purchase our securities.

iii

SUMMARY

You should read the following summary together with the more detailed
information regarding our company and the securities we may offer in this
prospectus, and our consolidated financial statements and related notes
included or incorporated by reference in this prospectus.

IMPAC MORTGAGE HOLDINGS, INC.

Our company, Impac Mortgage Holdings, Inc., is a mortgage real estate
investment trust, or "REIT." Together with our subsidiaries and affiliate,
Impac Funding Corporation, we are a nationwide acquirer and originator of
non-conforming Alt-A mortgage loans. "Alt-A" mortgage loans consist primarily
of mortgage loans that are first lien mortgage loans made to borrowers whose
credit is generally within typical Fannie Mae or Freddie Mac guidelines, but
that have loan characteristics that make them non-conforming under those
guidelines. For instance, the loans may have higher loan-to-value, or "LTV,"
ratios than allowable or may have excluded certain documentation or
verifications. Therefore, in making our credit decisions, we are more reliant
upon the borrower's Fair Issac Credit Score, or "FICO," and the adequacy of the
underlying collateral. We also provide warehouse and repurchase financing to
originators of mortgage loans. Our goal is to generate consistent reliable
income for distribution to our stockholders, primarily from the earnings of our
core businesses.

We operate three core businesses: our long-term investment operations, our
mortgage operations, and our warehouse lending operations.

Our long-term investment operations invests primarily in non-conforming
Alt-A mortgage loans. This business generates income based on the excess of the
interest it earns on its investment portfolio and the expense associated with
its borrowings against its investment portfolio. Our investment in
non-conforming Alt-A mortgage loans is financed with collateralized mortgage
obligations, or "CMO," borrowings and proceeds from the sale of capital stock.
Our mortgage operations acquires, originates, sells and securitizes primarily
non-conforming Alt-A mortgage loans. Our mortgage operations generates income
by securitizing and selling loans to permanent investors, including our
long-term investment operations. Our mortgage operations primarily uses
warehouse lines of credit to finance the acquisition and origination of
mortgage loans. Our warehouse operations provides short-term financing to
mortgage loan originators by funding mortgage loans from their closing date
until they are sold to pre-approved investors, including our long-term
investment operations. Our warehouse lending operations earns fees, as well as
a spread, from the difference between its cost of borrowings and the interest
earned on advances against the loans prior to their sale. Generally, we seek to
acquire the non-conforming Alt-A mortgage loans funded with facilities provided
by our warehouse lending operations, which provides synergies with our
long-term investment operations and mortgage operations.

Our principal executive offices are located at 1401 Dove Street, Newport
Beach, California 92660. Our telephone number is (949) 475-3600.

RISK FACTORS

A prolonged economic downturn or recession would likely result in a reduction
of our mortgage origination activity which would adversely affect our financial
results

Although we have not operated during a period of prolonged general economic
downturn or a recession, these events have historically resulted in a reduction
in mortgage origination activity and an increase in the rate of mortgage
defaults. The United States economy is currently undergoing a period of a
recession. This economic condition has been worsened by the September 11, 2001
terrorist attacks in New York, N.Y. and Washington, D.C., and Somerset County,
Pennsylvania. A continued recession may have a significant adverse impact on
our operations and our financial condition. For example, a reduction in new
mortgages will adversely affect our ability to expand our mortgage portfolio,
our principal means of increasing our earnings. In addition, a decline in new
mortgage activity will likely result in reduced activity for our warehouse
lending operations and our long-term investment operations. In the case of our
mortgage operations, a decline in mortgage activity may result in fewer loans
that meet its criteria for purchase and securitization, thus resulting in a
reduction in interest income and fees and gain on sale of loans. We may also
experience larger than previously reported losses on our investment portfolio
due to a higher level of defaults on our mortgage loans.

If we are unable to generate sufficient liquidity we will be unable to conduct
our operations as planned

If we cannot generate sufficient liquidity, we will be unable to continue to
grow our operations, grow our asset base, maintain our current hedging policy
and pay dividends. We have traditionally derived our liquidity from four
primary sources:

. financing facilities provided to us by others to acquire or originate
mortgage assets;

. whole loan sales and securitizations of acquired or originated mortgage
loans;

. our issuance of equity and debt securities; and

. earnings from operations.

We cannot assure you that any of these alternatives will be available to us,
or if available, that we will be able to negotiate favorable terms. Our ability
to meet our long-term liquidity requirements is subject to the renewal of our
credit and repurchase facilities and/or obtaining other sources of financing,
including additional debt or equity from time to time. Any decision by our
lenders and/or investors to make additional funds available to us in the future
will depend upon a number of factors, such as our compliance with the terms of
our existing credit arrangements, our financial performance, industry and
market trends in our various businesses, the lenders' and/or investors' own
resources and policies concerning loans and investments, and the relative
attractiveness of alternative investment or lending opportunities. If we cannot
raise cash by selling debt or equity securities, we may be forced to sell our
assets at unfavorable prices or discontinue various business activities. Our
inability to access the capital markets could have a negative impact on our
earnings and hence, our ability to pay dividends.

Any significant margin calls under our financing facilities would adversely
affect our liquidity and may adversely affect our financial results

Prior to the fourth quarter of 1998, we generally had no difficulty in
obtaining favorable financing facilities or in selling acquired mortgage loans.
However, during the fourth quarter of 1998, the mortgage industry experienced
substantial turmoil as a result of a lack of liquidity in the secondary
markets. At that time, investors expressed unwillingness to purchase interests
in securitizations due, in part, to:

. the lack of financing to acquire these securitization interests;

. the widening of returns expected by institutional investors on
securitization interests over the prevailing Treasury rate; and

. market uncertainty.

As a result, many mortgage loan originators, including our company, were
unable to access the securitization market on favorable terms. This resulted in
some companies declaring bankruptcy. Originators, like our company, were
required to sell loans on a whole loan basis and liquidate holdings of
mortgage-backed securities to repay short-term borrowings. However, the large
amount of loans available for sale on a whole loan basis affected the pricing
offered for these loans, which in turn reduced the value of the collateral
underlying the financing facilities. Therefore, many providers of financing
facilities initiated margin calls. Margin calls resulted when our lenders
evaluated the market value of the collateral securing our financing facilities
and required us to provide them with additional equity or collateral to secure
our borrowings.

Our financing facilities were short-term borrowings and due to the turmoil
in the mortgage industry during the latter part of 1998 many traditional
providers of financing facilities were unwilling to provide facilities on
favorable terms, or at all. Our current financing facilities continue to be
short-term borrowings and we expect this to continue. If we cannot renew or
replace maturing borrowings, we may have to sell, on a whole loan basis, the
loans securing these facilities which, depending upon market conditions, may
result in substantial losses.

We incurred losses for fiscal years 1997, 1998 and 2000 and may incur losses in
the future

During the year ended December 31, 2000, we experienced a net loss of $54.2
million. The net loss incurred during 2000 included non-recurring, non-cash
accounting charges of $68.9 million. The non-recurring, non-cash accounting
charges were the result of write-downs of non-performing investment securities
secured by mortgages and additional increases in allowance for loan losses to
provide for the deteriorating performance of collateral supporting specific
investment securities. During the year ended December 31, 1998, we experienced
a net loss of $5.9 million. During the year ended December 31, 1997, we
experienced a net loss of $16.0 million. The net loss incurred during 1997
included a non-recurring, non-cash accounting charge of $44.4 million that was
the result of expenses related to the termination and buyout of our management
agreement with Imperial Credit Advisors, Inc. We cannot be certain that
revenues will remain at current levels or improve or that we will be profitable
in the future, which could prevent us from effectuating our business strategy.

If we are unable to complete securitizations, we would face a liquidity
shortage which would adversely affect our operating results

We rely significantly upon securitizations to generate cash proceeds to
repay borrowings and to create credit availability. Any reduction in our
ability to complete securitizations may require us to utilize other sources of
financing, which, if available at all, may be on unfavorable terms. In
addition, delays in closing securitizations of our mortgage loans increase our
risk by exposing our company to credit and interest rate risks for this
extended period of time. Furthermore, gains on sales from our securitizations
represent a significant portion of our earnings.

Several factors could affect our ability to complete securitizations of our
mortgages, including:

. conditions in the securities and secondary markets;

. credit quality of the mortgage loans acquired or originated through our
mortgage operations;

. volume of our mortgage loan acquisitions and originations;

. our ability to obtain credit enhancements; and

. lack of investors purchasing higher risk components of the securities.

If we are unable to profitably securitize a significant number of our
mortgage loans in a particular financial reporting period, then we could
experience lower income or a loss for that period. As a result of turmoil in
the securitization market during the latter part of 1998, many mortgage
lenders, including our company, were required to sell mortgage loans on a whole
loan basis under adverse market conditions in order to generate liquidity. Many
of these sales were made at prices lower than our carrying value of the
mortgage loans and we

experienced substantial losses. We cannot assure you that we will be able to
continue to profitably securitize or sell our loans on a whole loan basis, or
at all.

The market for first loss risk securities, which are securities that take
the first loss when mortgages are not paid by the borrowers, is generally
limited. In connection with our REMIC securitizations, we endeavor to sell all
securities subjecting us to a first loss risk. If we cannot sell these
securities, we may be required to hold them for an extended period, subjecting
us to a first loss risk.

Our borrowings and use of substantial leverage may cause losses

Our use of collateralized mortgage obligations may expose our operations to
credit losses

To grow our investment portfolio, we borrow a substantial portion of the
market value of substantially all of our investments in mortgage loans in the
form of collateralized mortgage obligations. Historically, we have borrowed
approximately 98% of the market value of such investments. There are no
limitations on the amount we may borrow, other than the aggregate value of the
underlying mortgage loans. We currently use collateralized mortgage obligations
as financing vehicles to increase our leverage, since mortgage loans held for
collateralized mortgage obligation collateral are retained for investment
rather than sold in a secondary market transaction. Retaining mortgage loans as
collateral for collateralized mortgage obligations exposes our operations to
greater credit losses than does the use of other securitization techniques that
are treated as sales because as the equity holder in the security, we are
allocated losses from the liquidation of defaulted loans first prior to any
other security holder. Although our liability under a collateralized mortgage
obligation is limited to the collateral used to create the collateralized
mortgage obligation, we generally are required to make a cash equity investment
to fund collateral in excess of the amount of the securities issued in order to
obtain the appropriate credit ratings for the securities being sold, and
therefore obtain the lowest interest rate available, on the collateralized
mortgage obligations. If we experience greater credit losses than expected on
the pool of loans subject to the collateralized mortgage obligation, the value
of our equity investment will decrease and we would have to increase the
allowance for loan losses on our financial statements.

The cost of our borrowings may exceed the return on our assets

The cost of borrowings under our financing facilities corresponds to a
referenced interest rate plus or minus a margin. The margin varies depending on
factors such as the nature and liquidity of the underlying collateral and the
availability of financing in the market. We will experience net interest losses
if the returns on our assets financed with borrowed funds fail to cover the
cost of our borrowings, and we did not implement any applicable financial
hedges.

If we default under our financing facilities, we may be forced to liquidate
the collateral at prices less than the amount borrowed

If we default under our financing facilities, our lenders could force us to
liquidate the collateral. If the value of the collateral is less than the
amount borrowed, we could be required to pay the difference in cash. If we were
to declare bankruptcy, some of our reverse repurchase agreements may obtain
special treatment and our creditors would then be allowed to liquidate the
collateral without any delay. On the other hand, if a lender with whom we have
a reverse repurchase agreement declares bankruptcy, we might experience
difficulty repurchasing our collateral, or enforcing our claim for damages, and
it is possible that our claim could be repudiated and we could be treated as an
unsecured creditor. If this occurs, our claims would be subject to significant
delay and we may receive substantially less than our actual damages or nothing
at all.

If we are forced to liquidate we may have few unpledged assets for
distribution to unsecured creditors

We have pledged a substantial portion of our assets to secure the repayment
of collateralized mortgage obligations issued in securitizations, our financing
facilities and our other borrowings. We will also pledge substantially all of
our current and future mortgage loans to secure borrowings pending their
securitization or sale. The cash flows we receive from our investments that
have not yet been distributed, pledged or used to acquire mortgage loans or
other investments may be the only unpledged assets available to our unsecured
creditors and you if our company was liquidated.

Interest rate fluctuations may adversely affect our operating results

Our operations, as a portfolio manager, a mortgage loan acquirer and
originator or a warehouse lender, may be adversely affected by rising and
falling interest rates. Higher interest rates may discourage potential
borrowers from refinancing mortgages, borrowing to purchase homes or seeking
second mortgages. This may decrease the amount of mortgages available to be
acquired or originated by our mortgage operations and decrease the demand for
warehouse financing provided by our warehouse lending operations. If short-term
interest rates exceed long-term interest rates, there is a higher risk of
increased loan prepayments, as borrowers may seek to refinance their fixed and
adjustable rate mortgage loans at lower long-term fixed interest rates.
Increased loan prepayments could lead to a reduction in the number of loans in
our investment portfolio and reduce our net interest income.

We are subject to the risk of rising mortgage interest rates between the
time we commit to purchase mortgages at a fixed price through the issuance of
individual, bulk or other rate-locks and the time we sell or securitize those
mortgages. An increase in interest rates will generally result in a decrease in
the market value of mortgages that we have committed to purchase at a fixed
price, but have not been sold or securitized or have not been properly hedged.
As a result, we may record a smaller gain, or even a loss, upon the sale or
securitization of those mortgage loans.

We may experience losses if our liabilities reprice at different rates than our
assets

Our principal source of revenue is net interest income or net interest
spread from our investment portfolio, which is the difference between the
interest we earn on our interest earning assets and the interest we pay on our
interest bearing liabilities. The rates we pay on our borrowings are
independent of the rates we earn on our assets and may be subject to more
frequent periodic rate adjustments. Therefore, we could experience a decrease
in net interest income or a net interest loss because the interest rates on our
borrowings could increase faster than the interest rates on our assets. If our
net interest spread becomes negative, we will be paying more interest on our
borrowings than we will be earning on our assets and we will be exposed to a
risk of loss.

Additionally, the rates paid on our borrowings and the rates received on our
assets may be based upon different indices (e.g., LIBOR, U.S. Treasuries,
etc.). If the index used to determine the rate on our borrowings increases
faster than the index used to determine the rate on our assets, we will
experience a declining net interest spread, which will have a negative impact
on our profitability, and may result in losses.

An increase in our adjustable interest rate borrowings may decrease the net
interest margin on our adjustable rate mortgages

As of September 30, 2001, approximately 74% of the mortgages held by our
long-term investment operations were hybrid mortgage loans. These are mortgages
with fixed interest rates for a period of time, which then become mortgages
with variable or adjustable interest rates or begin bearing interest based upon
short-term interest rate indices. We generally fund mortgages with variable
interest rate borrowings that are indexed to short-term interest rates and can
adjust daily. To the extent that there is an increase in the interest rate
index used to determine our adjustable interest rate borrowings and that
increase is not offset by various interest rate hedges that we have in place at
any given time, our net interest margin will decrease or become negative. As of

September 30, 2001, our fixed rate mortgages that become adjustable over time
had a weighted average months to interest rate adjustment of 17 months.

We may suffer a net interest loss on our adjustable rate mortgages that have
interest rate caps if the interest rates on our related borrowings increase

Adjustable rate mortgages typically have interest rate caps, which limit
interest rates charged to the borrower during any given period. Our borrowings
are not subject to similar restrictions. As a result, in a period of rapidly
increasing interest rates, the interest rates we pay on our borrowings could
increase without limitation, while the interest rates we earn on our adjustable
rate mortgage assets would be capped. If this occurs, our net earnings could be
significantly reduced or we could suffer a net interest loss.

Increased levels of prepayments of our adjustable rate mortgage loans may
accelerate our expenses and decrease our net income

Mortgage prepayments generally increase on our adjustable rate mortgages
when fixed mortgage interest rates fall below the then-current interest rates
on outstanding adjustable rate mortgage loans. Prepayments on mortgage loans
are also affected by the terms and credit grades of the loans, conditions in
the housing and financial markets and general economic conditions. Most of the
adjustable rate mortgages that we acquire are originated within three months of
the time we purchased the mortgages and generally bear initial interest rates
that are lower than their fully-indexed amount (the applicable index plus the
margin). If we acquire these mortgages at a premium and they are prepaid prior
to or soon after the time of adjustment to a fully-indexed rate without payment
of any prepay penalty, we would not have received interest at the fully-indexed
rate during such period and we must expense the unamortized premium that was
paid for the loan at the time of the prepayment. This means we would lose the
opportunity to earn interest at that rate over the expected life of the
mortgage. Also, if prepayments on our adjustable rate mortgage loans increase
when interest rates are declining, our net interest income may decrease if we
cannot reinvest the prepayments in mortgage assets bearing comparable rates.
Prepayments on fixed rate mortgages will also decrease our net interest income
when interest rates are declining. As of September 30, 2001, approximately 44%
of our mortgage loan investment portfolio had active prepayment penalty
features.

We generally acquire mortgages on a "servicing released" basis, meaning we
acquire both the mortgages and the rights to service them. This strategy
requires us to pay a higher purchase price or premium for the mortgages. If the
mortgage loans that we acquire at a premium prepay faster than originally
projected, generally accepted accounting principles require us to write down
the remaining capitalized premium amounts at a faster speed than was originally
projected, which would decrease our current net interest income.

The value of our portfolio of mortgage-backed securities may be adversely
affected by unforseen events

Our prior investments in residual interest and subordinated debt investments
exposed us to greater risks as compared to senior mortgage-backed securities

Prior to 1998, we invested in mortgage-backed securities known as
interest-only, principal-only, residual interest or other subordinated
securities. Investments in residual interest and subordinated securities are
much riskier than investments in senior mortgage-backed securities because
these subordinated securities bear all credit losses prior to the related
senior securities. The risk associated with holding residual interest and
subordinated securities is greater than holding the underlying mortgage loans
directly due to the concentration of losses attributed to the subordinated
securities.

If the projected value of our portfolio of residual interest and subordinated
debt instruments is incorrect we would have to write down the value of these
securities

We estimate future cash flows from these securities and value them utilizing
assumptions based in part on projected discount rates, mortgage loan
prepayments and credit losses. If our actual experience differs from our
assumptions, we would be required to reduce the value of these securities. The
market for our asset-backed securities is extremely limited and we cannot
assure you that we could sell these securities at their reported value, or at
any value or that we could recoup our initial investment.

In addition, we may not obtain our anticipated yield or we may incur losses
if the credit support available within certain mortgage-backed securities is
inadequate due to unanticipated levels of losses, or due to difficulties
experienced by the credit support provider. Delays or difficulties encountered
in servicing the mortgages in mortgage-backed securities may cause greater
losses and, therefore, greater resort to credit support than was originally
anticipated, and may cause a rating agency to downgrade certain classes of our
mortgage-backed securities, which might then equate to a reduction of the value
of the security.

We undertake additional risks by acquiring and investing in mortgage loans

We may be subject to losses on mortgage loans for which we do not obtain
credit enhancements

We do not obtain credit enhancements such as mortgage pool or special hazard
insurance for all of our mortgage loans and investments. Generally, we require
mortgage insurance on any loan with a loan-to-value ratio greater than 80%.
During the time we hold mortgage loans for investment, we are subject to risks
of borrower defaults and bankruptcies and special hazard losses that are not
covered by standard hazard insurance. If a borrower defaults on a mortgage loan
that we hold, we bear the risk of loss of principal to the extent there is any
deficiency between the value of the related mortgaged property and the amount
owing on the mortgage loan and any insurance proceeds available to us through
the mortgage insurer. In addition, since defaulted mortgage loans, which under
our financing arrangements are mortgage loans that are generally 60 to 90 days
delinquent in payments, may be considered ineligible collateral under our
borrowing arrangements, we could bear the risk of being required to own these
loans without the use of borrowed funds until they are ultimately liquidated or
possibly sold at a loss.

Non-conforming Alt-A mortgage loans expose us to greater credit risks

We are an acquirer and originator of non-conforming Alt-A residential
mortgage loans. These are residential mortgages that do not qualify for
purchase by government sponsored agencies such as the Federal National Mortgage
Association and the Federal Home Loan Mortgage Corporation. Our operations may
be negatively affected due to our investments in non-conforming Alt-A mortgage
loans. Credit risks associated with non-conforming Alt-A mortgage loans are
greater than conforming mortgage loans. The interest rates we charge on
non-conforming Alt-A loans are often higher than those charged for conforming
loans in order to compensate for the higher risk and lower liquidity. Lower
levels of liquidity may cause us to hold loans or other mortgage-related assets
supported by these loans that we otherwise would not hold. By doing this, we
assume the potential risk of increased delinquency rates and/or credit losses
as well as interest rate risk. Additionally, the combination of different
underwriting criteria and higher rates of interest leads to greater risk,
including higher prepayment rates and higher delinquency rates and/or credit
losses.

Lending to non-conforming Alt-A borrowers may expose us to a higher risk of
delinquencies, foreclosures and losses

As a lender of non-conforming Alt-A mortgage loans, our market includes
borrowers who may be unable to obtain mortgage financing from conventional
mortgage sources. Loans made to such non-conforming Alt-A borrowers generally
entail a higher risk of delinquency and higher losses than loans made to
borrowers who utilize conventional mortgage sources. Delinquency, foreclosures
and losses generally increase during economic

slowdowns or recessions. The actual risk of delinquencies, foreclosures and
losses on loans made to non-conforming Alt-A borrowers could be higher under
adverse economic conditions than those currently experienced in the mortgage
lending industry in general. Further, any material decline in real estate
values increases the loan-to-value ratios of loans previously made by us,
thereby weakening collateral coverage and increasing the possibility of a loss
in the event of a borrower default. Any sustained period of increased
delinquencies, foreclosures or losses after the loans are sold could adversely
affect the pricing of our future loan sales and our ability to sell or
securitize our loans in the future. In the past, certain of these factors have
caused revenues and net income of many participants in the mortgage industry,
including us, to fluctuate from quarter to quarter.

Our use of second mortgages exposes us to greater credit risks

Our security interest in the property securing second mortgages is
subordinated to the interest of the first mortgage holder and the second
mortgages have a higher cumulative loan-to-value ratio. As of September 30,
2001, 1% of our mortgages were second mortgages. If the value of the property
is equal to or less than the amount needed to repay the borrower's obligation
to the first mortgage holder upon foreclosure, our second mortgage loan will
not be repaid.

The geographic concentration of our mortgage loans increases our exposure to
risks in those areas

We do not set limitations on the percentage of our mortgage asset portfolio
composed of properties located in any one area (whether by state, zip code or
other geographic measure). Concentration in any one area increases our exposure
to the economic and natural hazard risks associated with that area. As of
September 30, 2001, 60% of the loans included in securitizations in which we
hold residual interests are secured by properties in California. Certain parts
of California have experienced an economic downturn in past years and have
suffered in the past the effects of certain natural hazards.

We may experience losses related to our recourse obligations

Mortgage-backed securities issued in connection with our securitizations
have been non-recourse to us, except in the case of a breach of standard
representations and warranties made by us when the loans are securitized. While
we have recourse against our customers, the correspondent sellers and mortgage
brokers of mortgage loans, we cannot assure you that they will honor their
obligations. We also engage in bulk whole loan sales pursuant to agreements
that provide for recourse by the purchaser against us. In some cases, the
remedies available to a purchaser of mortgage loans from us are broader than
those available to us against those who sell us these loans. If a purchaser
exercises its rights against us, we may not always be able to enforce whatever
remedies we may have against our customers.

Representations and warranties made by us in our loan sales and
securitizations may subject us to liability

In connection with our securitizations, we transfer loans acquired or
originated by us into a trust in exchange for cash and, in the case of a CMO,
residual certificates issued by the trust. The trustee will have recourse to us
with respect to the breach of the standard representations and warranties made
by us at the time such loans are transferred. While we generally have recourse
to our customers for any such breaches, there can be no assurance of our
customers' abilities to honor their respective obligations. Also, we engage in
bulk whole loan sales pursuant to agreements that generally provide for
recourse by the purchaser against us in the event of a breach of one of our
representations or warranties, any fraud or misrepresentation during the
mortgage loan origination process, or upon early default on such mortgage loan.
We generally limit the potential remedies of such purchasers to the potential
remedies we receive from the people from whom we acquired or originated the
mortgage loans. However, in some cases, the remedies available to a purchaser
of mortgage loans from us may be broader than those available to us against the
sellers of the loans and should a purchaser enforce its remedies against us, we
may not always be able to enforce whatever remedies we have against our
customers.

In the ordinary course of our business, we are subject to claims made
against us by borrowers and trustees in our securitizations arising from, among
other things, losses that are claimed to have been incurred as a result of
alleged breaches of fiduciary obligations, misrepresentations, errors and
omissions of our employees, officers and agents (including our appraisers),
incomplete documentation and our failure to comply with various laws and
regulations applicable to our business. Any claims asserted against us may
result in legal expenses or liabilities that could have a material adverse
effect on our results of operations or financial condition.

We face conflicts of interests based on the ownership of the voting stock of
Impac Funding Corporation by certain officers and directors of Impac Mortgage
Holdings, Inc.

We are subject to conflicts of interest arising from our relationship with
Impac Mortgage Holdings, Inc., our long-term investment operations, Impac
Funding Corporation, our mortgage operations, and their officers and directors.
Our long-term investment operations acquires non-confirming Alt-A mortgage
loans from our mortgage operations. Impac Mortgage Holdings, Inc. owns all of
the preferred stock, and 99% of the economic interest in, Impac Funding
Corporation. Joseph R. Tomkinson, our Chairman and Chief Executive Officer,
William S. Ashmore, our Chief Operating Officer, President and a director, and
Richard J. Johnson, our Executive Vice President and Chief Financial Officer,
are holders of all of the outstanding voting stock of, and 1% of the economic
interest in, Impac Funding Corporation. They have the right to elect all
directors of Impac Funding Corporation and the ability to control the outcome
of all matters for which the consent of the holders of the common stock of
Impac Funding Corporation is required. Messer's Tomkinson, Ashmore and Johnson
are also the sole directors of Impac Funding Corporation. Decisions made by
these officers at one company may be at conflict with and have an adverse
affect on the operations of the other.

A substantial interruption in our use of IDASL may adversely affect our level
of mortgage loan acquisitions and originations

We utilize the Internet in our business principally for the implementation
of our automated loan origination program, IDASL, which stands for Impac Direct
Access System for Lending. IDASL is not a lead generator for mortgage brokers.
IDASL allows our customers to pre-qualify borrowers for various loan programs
based on criteria requested from the borrower and renders an automated
underwriting decision by issuing an approval of the mortgage loan or a referral
for further review or additional information. IDASL may be interrupted if the
Internet experiences periods of poor performance, if our computer systems or
the systems of our third-party service providers contain defects, or if
customers are reluctant to use or have inadequate connectivity to the Internet.
Increased government regulation of the Internet could also adversely affect our
use of the Internet in unanticipated ways and discourage our customers from
using our services. If our ability to use the Internet in providing our
services is impaired, our ability to originate or acquire loans on an automated
basis could be delayed or reduced. Any substantial delay and reduction in our
mortgage loan acquisitions and originations will reduce our net earnings for
the applicable period.

We are subject to risks of operational failure that are beyond our control

Substantially all of our operations are located in Newport Beach,
California. Our systems and operations are vulnerable to damage and
interruption from fire, flood, telecommunications failure, break-ins,
earthquake and similar events. Our operations may also be interrupted by power
disruptions, including rolling black-outs implemented in California due to the
state's continuing acute power shortage. We do not maintain alternative power
sources. Furthermore, our security mechanisms may be inadequate to prevent
security breaches to our computer systems, including from computer viruses,
electronic break-ins and similar disruptions. Such security breaches or
operational failures could expose us to liability, impair our operations,
result in losses, and harm our reputation.

Our reliance on third-party software for the implementation of IDASL exposes us
to risks

We have a licensing agreement with a third-party vendor for the use of
hardware and software for IDASL. All of our correspondents are submitting loans
through IDASL and all of our wholesale loans delivered by

brokers are directly underwritten through the use of IDASL. The termination or
impairment of this license could result in delays and reductions in the
acquisition and origination of mortgage loans until equivalent hardware and
software could be licensed and integrated, if at all possible, which may harm
our business. In addition, we would be harmed if the provider from whom we
license software ceases to deliver and support reliable products, enhance their
current products or respond to emerging industry standards. If the hardware or
software provided by our vendor fails for any reason, and the back-up hardware
and software is not implemented in a timely manner, it may also delay and
reduce those mortgage loan acquisitions and originations done through IDASL.
The third-party hardware and software also may not continue to be available to
us on commercially reasonable terms or at all. Any substantial delay and
reduction in our mortgage loan acquisitions and originations will reduce our
net earnings for the applicable period.

Competition for mortgage loans is intense and may adversely affect our
operations

We compete in acquiring and originating non-conforming Alt-A mortgage loans
and issuing mortgage-backed securities with:

. other mortgage conduit programs;

. investment banking firms;

. savings and loan associations;

. banks;

. thrift and loan associations;

. finance companies;

. mortgage bankers;

. insurance companies;

. other lenders; and

. other entities purchasing mortgage assets.

Some of our competitors are larger and have greater resources than we do.

Consolidation in the mortgage banking industry may adversely affect us by
reducing the number of current customers of our mortgage operations and our
potential customer base. As a result, we may have to purchase a larger
percentage of mortgage loans from a smaller number of customers, which may
reduce our profit margins, or increase the cost to acquire these types of loans.

We are exposed to potential credit losses in providing warehouse financing

As a warehouse lender, we lend money to mortgage bankers on a secured basis
and we are subject to the risks associated with lending to mortgage banks,
including the risks of fraud, borrower default and bankruptcy, any of which
could result in credit losses for us. Our claims as a secured lender in a
bankruptcy proceeding may be subject to adjustment and delay.

We may not pay dividends to stockholders

REIT provisions of the Internal Revenue Code generally require that we
distribute to our stockholders at least 90% of all of our taxable income. These
provisions restrict our ability to retain earnings and thereby renew capital
for our business activities. We may decide at a future date to terminate our
REIT status, which would cause us to be taxed at the corporate level, and cease
paying regular dividends.

In addition, for any year that we do not generate taxable income, we are not
required to declare and pay dividends to maintain our REIT status. For
instance, due to losses incurred in 2000, we did not declare any dividends from
September 2000 until September 25, 2001.

To date, a portion of our taxable income and cash flow has been attributable
to our receipt of dividend distributions from Impac Funding Corporation, our
mortgage operations affiliate. Impac Funding Corporation is not a REIT and is
not, therefore, subject to the above-described REIT distribution requirements.
Because Impac Funding Corporation is seeking to retain earnings to fund the
future growth of our mortgage operations business, its board may decide that
Impac Funding Corporation should cease making dividend distributions in the
future. This would materially reduce the amount of our taxable income and in
turn, would reduce the amount we would be required to distribute as dividends.

We may be exposed to potential alternative minimum tax liability

To the extent we have a net operating loss carryover for federal income tax
purposes, we can offset our regular taxable income for the 2001 taxable year
with the net operating loss carryover and thereby eliminate our liability for
regular corporate income tax on the amount of income so offset. In computing
alternative minimum tax, however, we will be allowed to use only 90% of the net
operating loss deduction allowable for purposes of computing the regular income
tax. Thus, to the extent we shelter our income with the net operating loss
carryover deduction, we will be subject to alternative minimum tax at a rate of
20% on 10% of the income offset by the net operating loss for regular tax
purposes. In other words, the effective federal income tax rate on the amount
offset by the net operating loss deduction is 2%.

If we fail to maintain our REIT status, we may be subject to taxation as a
regular corporation

We believe that we have operated and intend to continue to operate in a
manner that enables us to meet the requirements for qualification as a REIT for
federal income tax purposes. We have not requested, and do not plan to request,
a ruling from the Internal Revenue Service that we qualify as a REIT.

Moreover, no assurance can be given that legislation, new regulations,
administrative interpretations or court decisions will not significantly change
the tax laws with respect to qualification as a REIT or the federal income tax
consequences of such qualification. Our continued qualification as a REIT will
depend on our satisfaction of certain asset, income, organizational and
stockholder ownership requirements on a continuing basis.

If we fail to qualify as a REIT, we would not be allowed a deduction for
distributions to stockholders in computing our taxable income and would be
subject to federal income tax at regular corporate rates. We also may be
subject to the federal alternative minimum tax. Unless we are entitled to
relief under specific statutory provisions, we could not elect to be taxed as a
REIT for four taxable years following the year during which we were
disqualified. Therefore, if we lose our REIT status, the funds available for
distribution to you would be reduced substantially for each of the years
involved. Failure to qualify as a REIT could adversely affect the value of our
common stock.

Delayed mortgage loan sales or securitization closings could have a material
adverse affect on our operations

A delay in closing a particular mortgage loan sale or securitization would
increase our exposure to interest rate fluctuations by lengthening the period
during which our variable rate borrowings under our warehouse facilities are
outstanding. If we were unable to sell a sufficient number of mortgage loans at
a premium during a particular reporting period, our revenues for that period
would decline, which could have a material adverse affect on our operations.

Our share prices have been and may continue to be volatile

Historically, the market price of our common stock has been volatile. During
2000, our stock reached a high of $4.38 per share on June 16 and June 22 and a
low of $1.83 per share on December 5. During 2001, our common stock reached a
high of $9.35 per share on December 24 and a low of $2.85 per share on January
2. The market price of our common stock is likely to continue to be highly
volatile and could be significantly affected by factors including:

. the amount of dividends paid;

. availability of liquidity in the securitization market;

. loan sale pricing;

. calls by warehouse lenders or changes in warehouse lending rates;

. unanticipated fluctuations in our operating results;

. prepayments on mortgages;

. valuations of securitization related assets;

. cost of funds; and

. general market conditions.

In addition, significant price and volume fluctuations in the stock market
have particularly affected the market prices for the common stock of mortgage
REIT companies such as ours. These broad market fluctuations have adversely
affected and may continue to adversely affect the market price of our common
stock. If our results of operations fail to meet the expectations of securities
analysts or investors in a future quarter, the market price of our common stock
could also be materially adversely affected and we may experience difficulty in
raising capital.

If actual prepayments or defaults with respect to mortgage loans serviced
occurs more quickly than originally assumed, the value of our mortgage
servicing rights would be subject to downward adjustment

When we purchase loans that include the associated servicing rights, the
allocated cost of the servicing rights is reflected on our financial statements
as mortgage servicing rights. To determine the fair value of these servicing
rights, we use assumptions to estimate future net servicing income including
projected discount rates, mortgage loan prepayments and credit losses. If
actual prepayments or defaults with respect to loans serviced occur more
quickly than we originally assumed, we would have to reduce the carrying value
of our mortgage servicing rights. We do not know if our assumptions will prove
correct.

Our operating results may be adversely affected by the results of our hedging
activities

To offset the risks associated with our mortgage operations, we enter into
transactions designed to hedge our interest rate risks. To offset the risks
associated with our long-term investment operations, we attempt to match the
interest rate sensitivities of our adjustable rate mortgage assets held for
investment with the associated financing liabilities. Our management determines
the nature and quantity of the hedging transactions based on various factors,
including market conditions and the expected volume of mortgage loan purchases.
We do not limit management's use of certain instruments in such hedging
transactions. While the Company believes that it is properly hedging its
interest rate risk, the accounting for such hedging activities may not, and in
some cases do not, qualify for hedge accounting under accounting principles
generally accepted in the United States of America and FAS 133. The effect of
the Company's hedging strategy may result in some volatility in its quarterly
earnings as interest rates go up or down. While the Company believes it is
properly hedging its interest rate risk, we cannot assure you that our hedging
transactions will offset the risk of adverse changes in net interest margins.

A reduction in the demand for residential mortgage loans and our non-conforming
loan products may adversely affect our operations

The availability of sufficient mortgage loans meeting our criteria is
dependent in part upon the size and level of activity in the residential real
estate lending market and, in particular, the demand for non-conforming
mortgage loans, which is affected by:

. interest rates;

. national economic conditions;

. residential property values; and

. regulatory and tax developments.

If our mortgage loan purchases decrease, we will have:

. decreased economies of scale;

. higher origination costs per loan;

. reduced fee income;

. smaller gains on the sale of non-conforming mortgage loans; and

. an insufficient volume of loans to generate securitizations which thereby
causes us to accumulate loans over a longer period.

Our delinquency ratios and our performance may be adversely affected by the
performance of parties who sub-service our loans

We contract with third-party sub-servicers for the sub-servicing of all the
loans in which we retain servicing rights, including those in our
securitizations. Our operations are subject to risks associated with inadequate
or untimely servicing. Poor performance by a sub-servicer may result in greater
than expected delinquencies and losses on our loans. A substantial increase in
our delinquency or foreclosure rate could adversely affect our ability to
access the capital and secondary markets for our financing needs. Also, with
respect to loans subject to a securitization, greater delinquencies would
adversely impact the value of any interest-only, principal-only and
subordinated securities we hold in connection with that securitization.

In a securitization, relevant agreements permit us to be terminated as
servicer or master servicer under specific conditions described in these
agreements, such as the failure of a sub-servicer to perform certain functions
within specific time periods. If, as a result of a sub-servicer's failure to
perform adequately, we were terminated as servicer of a securitization, the
value of any servicing rights held by us would be adversely affected.

Potential characterization of distributions or gain on sale as unrelated
business taxable income to tax-exempt investors

If (1) all or a portion of our assets are subject to the rules relating to
taxable mortgage pools, (2) we are a "pension-held REIT," (3) a tax-exempt
stockholder has incurred debt to purchase or hold our common stock, or (4) the
residual REMIC interests we buy generate "excess inclusion income," then a
portion of the distributions to and, in the case of a stockholder described in
(3), gains realized on the sale of common stock by, such tax-exempt stockholder
may be subject to Federal income tax as unrelated business taxable income under
the Internal Revenue Code.

Classification as a taxable mortgage pool could subject us to increased taxation

If we have borrowings with two or more maturities and, (1) those borrowings
are secured by mortgage loans or mortgage-backed securities and, (2) the
payments made on the borrowings are related to the payments received on the
underlying assets, then the borrowings and the pool of mortgage loans or
mortgage backed securities to which such borrowings relate may be classified as
a taxable mortgage pool under the Internal Revenue Code. If any part of our
company were to be treated as a taxable mortgage pool, then our REIT status
would not be impaired, but a portion of the taxable income we recognize may,
under regulations to be issued by the Treasury Department, be characterized as
"excess inclusion" income and allocated among our stockholders to the extent of
and generally in proportion to the distributions we make to each stockholder.
Any excess inclusion income would:

. not be allowed to be offset by a stockholder's net operating losses;

. be subject to a tax as unrelated business income if a stockholder were a
tax-exempt stockholder;

. be subject to the application of federal income tax withholding at the
maximum rate (without reduction for any otherwise applicable income tax
treaty) with respect to amounts allocable to foreign stockholders; and

. be taxable (at the highest corporate tax rate) to us, rather than to our
stockholders, to the extent the excess inclusion income relates to stock
held by disqualified organizations (generally, tax-exempt companies not
subject to tax on unrelated business income, including governmental
organizations).

Based on advice of our tax counsel, we take the position that our existing
financing arrangements do not create a taxable mortgage pool.

Our operations may be adversely affected if we are subject to the Investment
Company Act

We intend to conduct our business at all times so as not to become regulated
as an investment company under the Investment Company Act. The Investment
Company Act exempts entities that are primarily engaged in the business of
purchasing or otherwise acquiring mortgages and other liens on and interests in
real estate.

In order to qualify for this exemption we must maintain at least 55% of our
assets directly in mortgage loans, qualifying pass-through certificates and
certain other qualifying interests in real estate. Our ownership of certain
mortgage assets may be limited by the provisions of the Investment Company Act.
If the Securities and Exchange Commission adopts a contrary interpretation with
respect to these securities or otherwise believes we do not satisfy the above
exception, we could be required to restructure our activities or sell certain
of our assets. To insure that we continue to qualify for the exemption we may
be required at times to adopt less efficient methods of financing certain of
our mortgage assets and we may be precluded from acquiring certain types of
higher-yielding mortgage assets. The net effect of these factors will be to
lower at times our net interest income. If we fail to qualify for exemption
from registration as an investment company, our ability to use leverage would
be substantially reduced, and we would not be able to conduct our business as
described. Our business will be materially and adversely affected if we fail to
qualify for this exemption.

If we conduct future offerings the market price of our securities may be
adversely affected

We may elect to increase our capital resources by making additional private
or public offerings of securities in the future. We do not know:

. the actual or perceived effect of these offerings;

. the timing of these offerings;

. the dilution of the book value or earnings per share of our securities
then outstanding; and

. the effect on the market price of our securities then outstanding.

Sales of additional common stock may adversely affect its market price

The sale or the proposed sale of substantial amounts of our common stock in
the public market could materially adversely affect the market price of our
common stock or other outstanding securities.

As of the date of this prospectus, HBK Master Fund L.P. beneficially owns
4,043,888 shares of our common stock, all of which are registered with the SEC
for sale to the public pursuant to an effective registration statement. The
sale of a large amount of shares by HBK Master Fund L.P. or the perception that
such sales may occur could adversely affect the market price for our common
stock or other outstanding securities.

We are a defendant in purported class actions and may not prevail in these
matters

We are a defendant in eight purported class actions pending in five
different state courts; two cases in the United States District Court for the
Western District of Tennessee and one in the United States District Court for
the Northern District of Illinois. All, except for the Illinois matter, allege
generally that the loan originator improperly charged fees in violation of
various state lending or consumer protection laws in connection with mortgage
loans that we acquired. The Illinois matter alleges that we charged fees for
services that constitute the unauthorized practice of law and that were not
proper charges. Although the suits are not identical, they generally seek
unspecified compensatory damages, punitive damages, pre- and post-judgment
interest, costs and expenses and rescission of the loans, as well as a return
of any improperly collected fees. These actions are in the early stages of
litigation and, accordingly, it is difficult to predict the outcome of these
matters. We believe we have meritorious defenses to the actions and intend to
defend against them vigorously; however, an adverse judgment in any of these
matters could have a material adverse effect on us.

We may be subject to possible adverse consequences as a result of limits on
ownership of our shares

Our charter limits ownership of our capital stock by any single stockholder
to 9.5% of our outstanding shares unless waived by the board of directors. Our
board of directors may increase the 9.5% ownership limit. In addition, to the
extent consistent with the REIT provisions of the Internal Revenue Code, our
board of directors may, pursuant to our articles of incorporation, waive the
9.5% ownership limit for a stockholder or purchaser of our stock. In order to
waive the 9.5% ownership limit our board of directors must require the
stockholder requesting the waiver to provide certain representations to the
Company to ensure compliance with the REIT provisions of the Internal Revenue
Code. Our charter also prohibits anyone from buying shares if the purchase
would result in us losing our REIT status. This could happen if a share
transaction results in fewer than 100 persons owning all of our shares or in
five or fewer persons, applying certain broad attribution rules of the Internal
Revenue Code, owning more than 50% (by value) of our shares. If you or anyone
else acquires shares in excess of the ownership limit or in violation of the
ownership requirements of the Internal Revenue Code for REITs, we:

. will consider the transfer to be null and void;

. will not reflect the transaction on our books;

. may institute legal action to enjoin the transaction;

. will not pay dividends or other distributions with respect to those shares;

. will not recognize any voting rights for those shares;

. may redeem the shares; and

. will consider the shares held in trust for the benefit of a charitable
beneficiary as designated by us.

The trustee shall sell the shares held in trust and the owner of the excess
shares will be entitled to the lesser of:

(a) the price paid by the owner;

(b) if the owner did not purchase for the excess shares, the closing
price for the shares on the national securities exchange on which the
company is listed; or

Limitations on acquisition and change in control ownership limit

The 9.5% ownership limit discussed above may have the effect of precluding
acquisition of control of our company by a third party without consent of our
board of directors.

USE OF PROCEEDS

Unless otherwise specified in a prospectus supplement, we intend to use the
proceeds of any securities sold for general corporate purposes.

RATIO OF EARNINGS TO FIXED CHARGES AND
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS

The following table displays our ratio of earnings to fixed charges and
ratio of earnings to combined fixed charges and preferred stock dividends (1):

For the Nine
Months Ended For the Year Ended December 31,
September 30, --------------------------------
2001 2000 1999 1998 1997 1996
------------- ---- ----- ---- ---- -----

Ratio of earnings to fixed charges....................... 1.21x -- (2) 1.25x -- (3) -- (4) 1.27x
===== === ===== === === =====
Ratio of earnings to combined fixed charges and preferred
stock dividends......................................... 1.19x -- (2) 1.20x -- (3) -- (4) 1.27x
===== === ===== === === =====

--------
(1) Earnings used in computing the ratio of earnings to fixed charges consist
of net earnings before income taxes plus fixed charges. Fixed charges
include interest expense on debt and the portion of rental expense deemed
to represent the interest factor.
(2) Earnings were insufficient to cover fixed charges. The amount of the
coverage deficiency for the year ended December 31, 2000 was $54.2 million,
which represented the Company's net loss. The net loss included
non-recurring, non-cash accounting charges of $68.9 million.
(3) Earnings were insufficient to cover fixed charges. The amount of the
coverage deficiency for the year ended December 31, 1998 was $5.9 million,
which represented the Company's net loss. There were no preferred stock
dividends due or paid during the year ended December 31, 1998.
(4) Earnings were insufficient to cover fixed charges. The amount of the
coverage deficiency for the year ended December 31, 1997 was $16.0 million,
which represented the Company's net loss. The net loss included a
non-recurring, non-cash accounting charge of $44.4 million. There were no
preferred stock dividends due or paid during the year ended December 31,
1997.

DESCRIPTION OF SECURITIES

This prospectus contains a summary of the common stock, preferred stock,
debt securities and warrants to purchase our common stock or preferred stock.
These summaries are not meant to be complete description of each security and
is subject and qualified by reference to Maryland law and our charter and
bylaws, copies of which are on file with the Securities and Exchange
Commission, and are incorporated by reference herein. However, this prospectus
and the accompanying prospectus supplement contain the material terms and
conditions for each security.

DESCRIPTION OF CAPITAL STOCK

General

Our authorized stock consists of 50,000,000 shares of common stock, $0.01
par value per share, and 10,000,000 shares of preferred stock, $0.01 par value
per share. Our stockholder meetings are held annually. Pursuant to our charter,
we reserve the right to amend any provision of our charter upon the affirmative
vote of stockholders entitled to cast at least a majority of all the votes
entitled to be cast on the matter.

Common Stock

Each share of our common stock is entitled to participate equally in
dividends when authorized by our board of directors and in the distribution of
our assets upon liquidation. Each share of common stock is entitled to one
vote, subject to the provisions of our charter regarding restrictions on
transfer of stock, and will be fully paid and nonassessable upon issuance.
Shares of common stock have no preference, conversion, exchange, redemption,
appraisal, preemptive or cumulative voting rights. Our authorized stock may be
increased and altered from time to time in the manner prescribed by Maryland
law upon the affirmative vote of stockholders entitled to cast at least a
majority of all the votes entitled to be cast on the matter. Our charter
authorizes our board of directors to reclassify any unissued shares of common
stock in one or more classes or series of stock.

Transfer Agent and Registrar

Our transfer agent and registrar is American Stock Transfer and Trust
Company, New York, New York.

Preferred Stock

Our charter authorizes our board of directors to issue shares of preferred
stock and to classify or reclassify any unissued shares of preferred stock into
one or more classes or series of stock. The preferred stock may be issued from
time to time with such designations, preferences, conversion or other rights,
voting powers, restrictions, limitations as to dividends or other
distributions, qualifications or terms or conditions of redemption as shall be
determined by the board of directors for each class or series of stock subject
to the provisions of our charter regarding restrictions on transfer of stock.
Preferred stock is available for possible future financings or acquisitions and
for general corporate purposes without further stockholder authorization,
unless such authorization is required by applicable law or the rules of the
principal national securities exchange on which such stock is listed or
admitted to trading.

A prospectus supplement relating to any series of preferred stock being
offered will include specific terms relating to the offering. They will include:

. the title and stated value of the preferred stock;

. the number of shares of the preferred stock offered, the liquidation
preference per share and the offering price of the preferred stock;

. the dividend rate(s), period(s) and/or payment date(s) or method(s) of
calculation thereof applicable to the preferred stock;

. whether dividends shall be cumulative or non cumulative and, if
cumulative, the date from which dividends on the preferred stock shall
accumulate;

. the provisions for a sinking fund, if any, for the preferred stock;

. any voting rights of the preferred stock;

. the provisions for redemption, if applicable, of the preferred stock;

. any listing of the preferred stock on any securities exchange;

. the terms and conditions, if applicable, upon which the preferred stock
will be convertible into our common stock, including the conversion price
or the manner of calculating the conversion price and conversion period;

. if appropriate, a discussion of Federal income tax consequences applicable
to the preferred stock;

. any limitations on direct or beneficial ownership and restrictions on
transfer, in each case as may be appropriate to assist us in qualifying as
a REIT;

. all series of preferred stock will rank on a parity with each other unless
otherwise specified in the charter and will rank senior to common stock
with respect payment of dividends and distribution of assets upon
liquidation; and

. any other specific terms, preferences, rights, limitations or restrictions
of the preferred stock.

The terms, if any, on which the preferred stock may be convertible into or
exchangeable for our common stock will be stated in the preferred stock
prospectus supplement. The terms will include provisions as to whether
conversion or exchange is mandatory, at the option of the holder or at our
option, and may include provisions pursuant to which the number of shares of
our common stock to be received by the holders of preferred stock would be
subject to adjustment.

Description of Warrants

We may issue warrants for the purchase of preferred stock or common stock.
Each series of warrants will be issued under a separate warrant agreement to be
entered into between a warrant agent specified in the agreement and us. The
warrant agent will act solely as our agent in connection with the warrants of
that series and will not assume any obligation or relationship of agency or
trust for or with any holders or beneficial owners of warrants.

The applicable prospectus supplement will describe the following terms,
where applicable, of the warrants in respect of which this prospectus is being
delivered:

. the title of the warrants;

. the aggregate number of the warrants;

. the price or prices at which the warrants will be issued;

. the currencies in which the price or prices of the warrants may be payable;

. the designation, amount and terms of the offered securities purchasable
upon exercise of the warrants;

. if applicable, the date on and after which the warrants and the offered
securities purchasable upon exercise of the warrants will be separately
transferable;

. the price or prices at which and currency or currencies in which the
offered securities purchasable upon exercise of the warrants may be
purchased;

. the date on which the right to exercise the warrants shall commence and
the date on which the right shall expire;

. the minimum or maximum amount of the warrants that may be exercised at any
one time;

. information with respect to book-entry procedures, if any;

. if appropriate, a discussion of Federal income tax consequences; and

. any other material terms of the warrants, including terms, procedures and
limitations relating to the exchange and exercise of the warrants.

Repurchase of Shares and Restrictions on Transfer

Pursuant to our charter, if certain proposed transfers of common stock or
other events occur that result in a person owning shares in excess of our
ownership limits and, consequently, we fail to qualify as a REIT, then that
number of shares of stock actually or constructively owned by that person in
violation of the ownership limits will be automatically transferred to a
trustee of a trust for the exclusive benefit of one or more charitable
beneficiaries. The intended transferee will not acquire any rights in the
shares. Shares held by the trustee will constitute issued and outstanding
shares of stock. The trustee will have all voting rights and rights to
dividends or other distributions with respect to shares held in the trust,
which rights will be exercised for the exclusive benefit of the charitable
beneficiary. Any dividend or other distribution paid prior to our discovery
that shares of stock have been transferred to the trustee will be paid to the
trustee upon demand and any dividend or other distribution authorized but
unpaid will be paid when due to the trustee. Any dividends or distributions
paid to the trustee will be held in trust for the charitable beneficiary.
Subject to Maryland law, effective as of the date that such shares have been
transferred to the trustee, the trustee will have the authority (at the
trustee's sole discretion) (1) to rescind as void any vote cast by an intended
transferee prior to our discovery that such shares have been transferred to the
trustee and (2) to recast such vote in accordance with the desires of the
trustee acting for the benefit of the charitable beneficiary.

Within 20 days of receiving notice from us that shares of stock have been
transferred to the trust, the trustee will sell the shares held in the trust to
a person designated by the trustee whose ownership of the shares will not
violate the ownership restrictions set forth in our charter. Upon such sale,
the interest of the charitable beneficiary in the shares sold will terminate
and the trustee will distribute the net proceeds of the sale to the intended
transferee and to the charitable beneficiary as follows: the intended
transferee will receive the lesser of:

. the price paid by the intended transferee for the shares or, if the
intended did not give value for the shares in connection with the event
causing the shares to be held in the trust, the market price of the shares
on the day of the event causing the shares to be held in the trust; and

. the price per share received by the trustee from the sale or other
disposition of the shares held in the trust.

Any net sales proceeds in excess of the amount payable to the intended
transferee will be immediately paid to the charitable beneficiary.

In addition, shares of stock held in trust will be deemed to have been
offered for sale to us, or our designee, at a price per share equal to the
lesser of:

. the price per share in the transaction that resulted in such transfer to
the trust (or, in the case of a devise or gift, the market price at the
time of such devise or gift); and

. the market price on the date we, or our designee, accept such offer.

We will have the right to accept such offer until the trustee has sold the
shares held in the trust. If the shares are sold to us, the interest of the
charitable beneficiary in the shares sold will terminate and the trustee will
distribute the net proceeds of the sale to the intended transferee.

Market price is defined in our charter as the closing price for shares on a
particular date. The closing price on any date shall mean the last sale price
for such shares, or, in case no such sale takes place on such day, the average
of the closing bid and asked prices, for such shares, in either case as
reported on the American Stock Exchange or the principal national securities
exchange on which shares are listed or admitted to trading.

All certificates representing shares of common stock bear a legend referring
to the restrictions described above.

Every owner of more than 5% (or such lower percentage as required by the
Internal Revenue Code) of all classes or series of our stock, within 30 days
after the end of each taxable year, is required to give us written notice
stating:

. the name and address of such owner;

. the number of shares of each class and series of our stock beneficially
owned; and

. a description of the manner in which the shares are held.

Each owner shall provide us any additional information that we may request
in order to determine the effect, if any, of such beneficial ownership on our
status as a REIT and to ensure compliance with the ownership limit.

Maryland Business Combination Act

The Maryland General Corporation Law establishes special requirements for
"business combinations" between a Maryland corporation and "interested
stockholders" unless exemptions are applicable. An interested stockholder is
any person who beneficially owns 10% or more of the voting power of our
then-outstanding voting stock. Among other things, the law prohibits for a
period of five years a merger and other similar transactions between our
company and an interested stockholder unless the board of directors approved
the transaction prior to the party becoming an interested stockholder. The
five-year period runs from the most recent date on which the interested
stockholder became an interested stockholder. The law also requires a
supermajority stockholder vote for such transactions after the end of the
five-year period. This means that the transaction must be approved by at least:

. 80% of the votes entitled to be cast by holders of outstanding voting
shares, and

. two-thirds of the votes entitled to be cast by holders of outstanding
voting shares other than voting shares held by the interested stockholder
or an affiliate of the interested stockholder with whom the business
combination is to be effected.

The business combination statute could have the effect of discouraging
offers to acquire us and of increasing the difficulty of consummating any such
offers, even if our acquisition would be in our stockholders' best interests.

Maryland Control Share Acquisition Act

Maryland law provides that "control shares" of a Maryland corporation
acquired in a "control share acquisition" have no voting rights except to the
extent approved by a vote of the other stockholders. Two-thirds of the shares
eligible to vote must vote in favor of granting the "control shares" voting
rights. "Control shares" are shares of stock that, taken together with all
other shares of stock the acquirer previously acquired, would entitle the
acquirer to exercise voting power in electing directors within one of the
following ranges of voting power:

. one-tenth or more but less than one-third of all voting power;

. one-third or more but less than a majority of all voting power; or

. a majority or more of all voting power.

Control shares do not include shares of stock the acquiring person is
entitled to vote as a result of having previously obtained stockholder
approval. A "control share acquisition" means the acquisition of control
shares, subject to certain exceptions.

If a person who has made (or proposes to make) a control share acquisition
satisfies certain conditions (including agreeing to pay expenses), he may
compel our board of directors to call a special meeting of

stockholders to consider the voting rights of the shares. If such a person
makes no request for a meeting, we have the option to present the question at
any stockholders' meeting.

If voting rights are not approved at a meeting of stockholders then, subject
to certain conditions and limitations, we may redeem any or all of the control
shares (except those for which voting rights have previously been approved) for
fair value. We will determine the fair value of the shares, without regard to
voting rights, as of the date of either:

. the last control share acquisition; or

. the meeting where stockholders considered and did not approve voting
rights of the control shares.

If voting rights for control shares are approved at a stockholders' meeting
and the acquirer becomes entitled to vote a majority of the shares of stock
entitled to vote, all other stockholders may obtain rights as objecting
stockholders and, thereunder, exercise appraisal rights. This means that you
would be able to force us to redeem your stock for fair value. Under Maryland
law, the fair value may not be less than the highest price per share paid in
the control share acquisition. Furthermore, certain limitations otherwise
applicable to the exercise of dissenters' rights would not apply in the context
of a control share acquisition. The control share acquisition statute would not
apply to shares acquired in a merger, consolidation or share exchange if we
were a party to the transaction. The control share acquisition statute could
have the effect of discouraging offers to acquire us and of increasing the
difficulty of consummating any such offers, even if our acquisition would be in
our stockholders' best interests.

Stockholder Rights Plan

Our Board of Directors has adopted a stockholder rights plan. Under the
rights plan, one right has been issued and is attached to each outstanding
share of common stock. Except as set forth below, each right, when it becomes
exercisable, entitles the registered holder to purchase from us one
one-hundredth of a share of our Series A preferred stock, $0.01 par value per
share, at a price of $30.00 per one one-hundredth of a Series A preferred
share, subject to adjustment. The rights agreement is filed as an exhibit to
the registration statement of which this prospectus is a part and is also
available upon request to us. You should read the rights agreement carefully to
fully understand the terms of the stockholder rights plan.

Initially, the rights will be attached to all certificates representing
common stock then outstanding, and no separate right certificates will be
distributed. The rights will become exercisable and separate from the common
stock upon the earliest to occur of:

. 10 days after a person has acquired beneficial ownership of 10% or more of
our outstanding common stock (unless the offer to acquire the shares is
approved by a majority of the board of directors who are not affiliates of
the acquiring person); or

. 10 business days (or such later date as our board may determine) following
the commencement of, or announcement of an intention to make, a tender
offer or exchange offer for 10% or more of our outstanding common stock.

Until the distribution of certificates representing the rights, the rights
will be transferred solely with the common stock. From and after the
distribution of certificates representing the rights, the shares of common
stock issued after this distribution will not be issued with rights. Separate
right certificates alone will evidence the rights.

The rights expire on October 19, 2008, unless earlier redeemed by us as
described below.

If any person acquires 10% or more of our outstanding common stock in a
transaction that has not been approved by a majority of our independent and
disinterested board of directors, each holder of a right, other than that
person and other related parties, whose rights will automatically become null
and void, will be entitled to

receive upon exercise of the right the number of shares of common stock, or, in
certain circumstances, other securities of Impac Mortgage Holdings, Inc. having
a market value (immediately before the triggering event) equal to two times the
exercise price of the right.

If at any time after a person acquires 10% or more of our outstanding common
stock, (i) Impac Mortgage Holdings, Inc. is acquired in a merger or other
business combination transaction in which the holders of all of the outstanding
common shares immediately before the consummation of the transaction are not
the holders of all of the surviving corporation's voting power, or (ii) more
than 50% of our assets or earning power are sold or transferred, in either case
with or to a person who acquires 10% or more of our outstanding common stock,
or, if in such transaction all holders of common stock are not treated alike,
then each holder of a right (except rights which previously have been voided as
described above) shall have the right to receive, upon exercise, common shares
of the acquiring company having a value equal to two times the exercise price
of the right.

The purchase price payable, and the number of Series A preferred shares,
shares of common stock or other securities issuable upon exercise of the rights
are subject to adjustment from time to time to prevent dilution (i) in the
event of a stock dividend on, or a subdivision, combination or reclassification
of the Series A preferred shares, (ii) upon the grant to holders of the Series
A preferred shares of certain rights or warrants to subscribe for or purchase
Series A preferred shares at a price (or conversion price as the case may be),
less than the then current market price of the Series A preferred shares or
(iii) upon the distribution to holders of the Series A preferred shares of
evidences of indebtedness or assets (excluding regular quarterly cash
dividends) or of subscription rights or warrants (other than those referred to
above).

The number of outstanding rights and the number of one one-hundredth of a
Series A preferred share issuable upon exercise of each right are also subject
to adjustment in the event of a stock split of the common stock or a stock
dividend on the common stock payable in common stock or subdivisions,
consolidations or combinations of the common stock occurring, in any such case,
before the date on which a person acquires 10% or more of our outstanding
common stock.

Series A preferred shares purchasable upon exercise of the rights will not
be redeemable. Each Series A preferred share will be entitled to 100 votes on
all matters submitted to a vote of the Company's stockholders. Each Series A
preferred share will be entitled to a minimum preferential quarterly dividend
payment of $1.00 per share but, if greater, will be entitled to an aggregate
dividend per share of 100 times the dividend declared per share of common
stock. In the event of liquidation, the holders of the Series A preferred
shares will be entitled to a minimum preferential liquidation payment of $100
per share, plus accrued and unpaid dividends; thereafter, and after the holders
of the common stock receive a liquidation payment of $1.00 per share (as
adjusted), the holders of the Series A preferred shares and the holders of the
common stock will share the remaining assets in the ratio of 100 to 1 (as
adjusted) for each Series A preferred share and share of common stock so held,
respectively. Finally, in the event of any merger, consolidation or other
transaction in which common stock is exchanged, each Series A preferred share
will be entitled to receive 100 times the amount received per share of common
stock. The rights are protected by customary antidilution provisions. In the
event that the amount of accrued and unpaid dividends on the Series A preferred
shares is equivalent to six full quarterly dividends or more (whether or not
consecutive), the holders of the Series A preferred shares shall have the
right, voting as a class, to elect two directors until all cumulative dividends
on the Series A preferred shares have been paid through the last quarterly
dividend payment date or until non-cumulative dividends have been paid
regularly for at least one year.

With certain exceptions, no adjustment to the purchase price will be
required until cumulative adjustments require an adjustment of at least 1% in
the purchase price. No fractional Series A preferred shares will be issued
(other than fractions which are one one-hundredth or integral multiples of one
one-hundredth of a Series A preferred share, which may, at our election, be
evidenced by depository receipts). Cash will be issued in lieu of fractional
shares.

At any time before the earlier to occur of (i) a person acquiring 10% or
more of our outstanding common stock, or (ii) the expiration of the rights, we
may redeem all but not less than all of the rights at a price of $.0001 per
right.

All of the provisions of the rights agreement may be amended by our board of
directors prior to the date the rights become exercisable. After the rights
become exercisable, the provisions of the rights agreement may be amended by
the board in order to cure any ambiguity, defect or inconsistency, to make
changes which do not adversely affect the interests of holders of rights, or,
subject to certain limitations, to shorten or lengthen any time period under
the rights agreement.

The rights have anti-takeover effects. The rights will cause substantial
dilution to any person or group that attempts to acquire our company without
the approval of our board. As a result, the overall effect of the rights may be
to render more difficult or discourage any attempt to acquire our company, even
if the acquisition may be in the interest of our stockholders. Because our
board can redeem the rights or approve a permitted offer, the rights will not
interfere with a merger or other business combination approved by our board of
directors.

DESCRIPTION OF DEBT SECURITIES

The following description contains general terms and provisions of the debt
securities to which any prospectus supplement may relate. The particular terms
of the debt securities offered by any prospectus supplement and the extent, if
any, to which such general provisions may not apply to the debt securities so
offered will be described in the prospectus supplement relating to such debt
securities. For more information please refer to the senior indenture among a
trustee to be selected and us, relating to the issuance of the senior notes,
and the subordinated indenture among a trustee to be selected and us, relating
to issuance of the subordinated notes. These documents are filed as exhibits to
the registration statement, which includes this prospectus.

As used in this prospectus, the term indentures refers to both the senior
indenture and the subordinated indenture. The indentures will be qualified
under the Trust Indenture Act. As used in this section, the term trustee refers
to either the senior trustee or the subordinated trustee, as applicable.

The following are summaries of material provisions of the senior indenture
and the subordinated indenture. They do not restate the indentures in their
entirety. We urge you to read the indentures applicable to a particular series
of debt securities because they, and not this description, define your rights
as the holders of the debt securities. Except as otherwise indicated, the terms
of the senior indenture and the subordinated indenture are identical.

General

Each prospectus supplement will describe the following terms relating to a
series of notes:

. the title;

. any limit on the amount that may be issued;

. whether or not such series of notes will be issued in global form, the
terms and who the depository will be;

. the maturity date(s);

. the annual interest rate(s) (which may be fixed or variable) or the method
for determining the rate(s) and the date(s) interest will begin to accrue,
the date(s) interest will be payable and the regular record dates for
interest payment dates or the method for determining such date(s);

. the place(s) where payments shall be payable;

. our right, if any, to defer payment of interest and the maximum length of
any such deferral period;

. the date, if any, after which, and the price(s) at which, such series of
notes may, pursuant to any optional redemption provisions, be redeemed at
our option, and other related terms and provisions;

. the date(s), if any, on which, and the price(s) at which we are obligated,
pursuant to any mandatory sinking fund provisions or otherwise, to redeem,
or at the holder's option to purchase, such series of notes and other
related terms and provisions;

. the denominations in which such series of notes will be issued, if in
other than denominations of $1,000 and any integral multiple thereof;

. any mandatory or optional sinking fund or similar provisions;

. the currency or currency units of payment of the principal of, premium, if
any, and interest on the notes;

. any index used to determine the amount of payments of the principal of,
premium, if any, and interest on the notes and the manner in which such
amounts shall be determined;

. the terms pursuant to which such notes are subject to defeasance;

. the terms and conditions, if any, pursuant to which such notes are
secured; and

. any other terms (which terms shall not be inconsistent with the Indenture).

The notes may be issued as original issue discount securities. An original
issue discount security is a note, including any zero-coupon note, which:

. is issued at a price lower than the amount payable upon its stated
maturity; and

. provides that upon redemption or acceleration of the maturity, an amount
less than the amount payable upon the stated maturity, shall become due
and payable.

United States federal income tax consequences applicable to notes sold at an
original issue discount will be described in the applicable prospectus
supplement. In addition, United States federal income tax or other consequences
applicable to any notes that are denominated in a currency or currency unit
other than United States dollars may be described in the applicable prospectus
supplement.

Under the indentures, we will have the ability, in addition to the ability
to issue notes with terms different from those of notes previously issued,
without the consent of the holders, to reopen a previous issue of a series of
notes and issue additional notes of that series, unless the reopening was
restricted when the series was created, in an aggregate principal amount
determined by us.

Conversion or Exchange Rights

The terms, if any, on which a series of notes may be convertible into or
exchangeable for our common stock will be described in the prospectus
supplement relating to that series of notes. The terms will include provisions
as to whether conversion or exchange is mandatory, at the option of the holder
or at our option, and may include provisions pursuant to which the number of
shares of our common stock to be received by the holders of the series of notes
would be subject to adjustment.

Consolidation, Merger or Sale

The indentures do not contain any covenant that restricts our ability to
merge or consolidate, or sell, convey, transfer or otherwise dispose of all or
substantially all of our assets. However, any successor or acquirer of such
assets must assume all of our obligations under the indentures or the notes, as
appropriate.

Events of Default Under the Indenture

The following are events of default under the indentures with respect to any
series of notes issued:

. failure to pay interest when due and such failure continues for 30 days
and the time for payment has not been extended or deferred;

. failure to pay the principal (or premium, if any) when due;

. failure to observe or perform any other covenant contained in the notes or
the indentures (other than a covenant specifically relating to another
series of notes), and such failure continues for 90 days after we receive
notice from the trustee or holders of at least 25% in aggregate principal
amount of the outstanding notes of that series; and

. certain events of bankruptcy, insolvency or reorganization of Impac
Mortgage Holdings, Inc.

If an event of default with respect to notes of any series occurs and is
continuing, the trustee or the holders of at least 25% in aggregate principal
amount of the outstanding notes of that series, by notice in writing to us (and
to the trustee if notice is given by such holders), may declare the unpaid
principal of, premium, if any, and accrued interest, if any, due and payable
immediately.

The holders of a majority in principal amount of the outstanding notes of an
affected series may waive any default or event of default with respect to such
series and its consequences, except defaults or events of default regarding:

. payment of principal, premium, if any, or interest; or

. certain covenants containing limitations on our ability to pay dividends
and make payments on debt securities in certain circumstances.

Any such waiver shall cure such default or event of default.

Subject to the terms of the indentures, if an event of default under an
indenture shall occur and be continuing, the trustee will be under no
obligation to exercise any of its rights or powers under such indenture at the
request or direction of any of the holders of the applicable series of notes,
unless such holders have offered the trustee reasonable indemnity. The holders
of a majority in principal amount of the outstanding notes of any series will
have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the trustee, or exercising any trust or
power conferred on the trustee, with respect to the notes of that series,
provided that:

. it is not in conflict with any law or the applicable indenture;

. the trustee may take any other action deemed proper by it which is not
inconsistent with such direction; and

. subject to its duties under the Trust Indenture Act, the trustee need not
take any action that might involve it in personal liability or might be
unduly prejudicial to the holders not involved in the proceeding.

A holder of the notes of any series will only have the right to institute a
proceeding under the indentures or to appoint a receiver or trustee, or to seek
other remedies if:

. the holder has given written notice to the trustee of a continuing event
of default with respect to that series;

. the holders of at least 25% in aggregate principal amount of the
outstanding notes of that series have made written request, and such
holders have offered reasonable indemnity to the trustee to institute such
proceedings as trustee; and

. the trustee does not institute such proceeding, and does not receive from
the holders of a majority in the aggregate principal amount of the
outstanding notes of that series other conflicting directions within
60 days after such notice, request and offer.

These limitations do not apply to a suit instituted by a holder of notes if
we default in the payment of the principal, premium, if any, or interest on,
the notes.

We will periodically file statements with the trustee regarding our
compliance with certain of the covenants in the indentures.

Modification of Indenture; Waiver

Impac Mortgage Holdings, Inc. and the trustee may change an indenture
without the consent of any holders with respect to certain matters, including:

. to fix any ambiguity, defect or inconsistency in such indenture; and

. to change anything that does not materially adversely affect the interests
of any holder of notes of any series.

In addition, under the indentures, the rights of holders of a series of
notes may be changed by us and the trustee with the written consent of the
holders of at least a majority in aggregate principal amount of the outstanding
notes of each series that is affected. However, we can make the following
changes only with the consent of each holder of any outstanding notes affected:

. extend the fixed maturity of such series of notes;

. change any of our obligations to pay additional amounts;

. reduce the principal amount, reduce the rate of or extend the time of
payment of interest, or any premium payable upon the redemption of any
such notes;

. reduce the percentage of notes, the holders of which are required to
consent to any amendment;

. reduce the amount of principal of an original issue discount security or
any other note payable upon acceleration of the maturity thereof;

. impair the right to enforce any payment on or with respect to any note;

. adversely change the right to convert or exchange, including decreasing
the conversion rate or increasing the conversion price of, such note, if
applicable;

. in the case of the subordinated indenture, modify the subordination
provisions in a manner adverse to the holders of the subordinated notes;

. if the notes are secured, change the terms and conditions pursuant to
which the notes are secured in a manner adverse to the holders of the
secured notes;

. reduce the percentage in principal amount of outstanding notes of any
series, the consent by the holders of such notes is required for
modification or amendment of the applicable indenture or for waiver of
compliance with certain provisions of the applicable indenture or for
waiver of certain defaults;

. reduce the requirements contained in the applicable indenture for quorum
or voting;

. change any of our obligations to maintain an office or agency in the
places and for the purposes required by the indentures; or

. modify any of the above provisions.

Form, Exchange, and Transfer

The notes of each series will be issuable only in fully registered form
without coupons and, unless otherwise specified in the applicable prospectus
supplement, in denominations of $1,000 and any integral multiple thereof. The
indentures will provide that notes of a series may be issuable in temporary or
permanent global form and may be issued as book-entry securities that will be
deposited with, or on behalf of, The Depository Trust Company or another
depository named by us and identified in a prospectus supplement with respect
to such series.

At the option of the holder, subject to the terms of the indentures and the
limitations applicable to global securities described in the applicable
prospectus supplement, notes of any series will be exchangeable for other notes
of the same series, in any authorized denomination and of like tenor and
aggregate principal amount.

Subject to the terms of the indentures and the limitations applicable to
global securities described in the applicable prospectus supplement, notes may
be presented for exchange or for registration of transfer, duly endorsed or
with the form of transfer endorsed, duly executed if so required by us or the
security registrar, at the office of the security registrar or at the office of
any transfer agent designated by us for such purpose. Unless otherwise provided
in the notes to be transferred or exchanged, we will not require a service
charge for any registration of transfer or exchange, but we may require payment
of any taxes or other governmental charges. The security registrar and any
transfer agent initially designated by us for any notes will be named in the

applicable prospectus supplement. We may at any time designate additional
transfer agents or rescind the designation of any transfer agent or approve a
change in the office through which any transfer agent acts, except that we will
be required to maintain a transfer agent in each place of payment for the notes
of each series.

If the notes of any series are to be redeemed, we will not be required to:

. issue, register the transfer of, or exchange any notes of that series
during a period beginning at the opening of business 15 days before the
day of mailing of a notice of redemption of any such notes that may be
selected for redemption and ending at the close of business on the day of
such mailing; or

. register the transfer of or exchange any notes so selected for redemption,
in whole or in part, except the unredeemed portion of any such notes being
redeemed in part.

Information Concerning the Trustee

The trustee, other than during the occurrence and continuance of an event of
default under an indenture, undertakes to perform only such duties as are
specifically described in the indentures and, upon an event of default under an
indenture, must use the same degree of care as a prudent person would exercise
or use in the conduct of his or her own affairs. Subject to this provision, the
trustee is under no obligation to exercise any of the powers given it by the
indentures at the request of any holder of notes unless it is offered
reasonable security and indemnity against the costs, expenses and liabilities
that it might incur. The trustee is not required to spend or risk its own money
or otherwise become financially liable while performing its duties unless it
reasonably believes that it will be repaid or receive adequate indemnity.

Payment and Paying Agents

Unless otherwise indicated in the applicable prospectus supplement, payment
of the interest on any notes on any interest payment date will be made to the
person in whose name such notes or one or more predecessor securities are
registered at the close of business on the regular record date for such
interest.

Principal of and any premium and interest on the notes of a particular
series will be payable at the office of the paying agents designated by us,
except that unless otherwise indicated in the applicable prospectus supplement,
interest payments may be made by check mailed to the holder. Unless otherwise
indicated in such prospectus supplement, the corporate trust office of the
trustee will be required to have an office in New York and will be designated
as our sole paying agent for payments with respect to notes of each series. Any
other paying agents initially designated by us for the notes of a particular
series will be named in the applicable prospectus supplement. We will be
required to maintain a paying agent in each place of payment for the notes of a
particular series.

All moneys paid by us to a paying agent or the trustee for the payment of
the principal of or any premium or interest on any notes which remains
unclaimed at the end of two years after the principal, premium or interest has
become due and payable will be repaid to us, and the holder of the security may
then look only to us for payment.

Governing Law

The indentures and the notes will be governed by and construed in accordance
with the laws of the State of New York except to the extent that the Trust
Indenture Act shall be applicable.

Subordination of Subordinated Notes

The subordinated notes will be unsecured and will be subordinate and junior
in priority of payment to certain of our other indebtedness to the extent
described in a prospectus supplement. The subordinated indenture does not limit
the amount of subordinated notes which we may issue, nor does it limit us from
issuing any other secured or unsecured debt.

FEDERAL INCOME TAX CONSIDERATIONS

Based on various factual representations made by us regarding our
operations, in the opinion of McKee Nelson LLP, our tax counsel, commencing
with our taxable year ended December 31, 1995, we have been and will continue
to be organized in conformity with the requirements for qualification as a REIT
under the Code, and our method of operating has enabled us, and our proposed
method of operating in the future will enable us, to meet the requirements for
qualification and taxation as a REIT. Our qualification as a REIT depends upon
our ability to meet the various requirements imposed under the Code through our
actual operations. McKee Nelson LLP will not review our operations, and no
assurance can be given that our actual operations will meet the requirements
imposed under the Code. The opinion of McKee Nelson LLP is not binding on the
IRS or any court. The opinion of McKee Nelson LLP is based upon existing law,
Treasury regulations, currently published administrative positions of the IRS,
and judicial decisions, all of which are subject to change either prospectively
or retroactively.

The provisions of the Code pertaining to REITs are highly technical and
complex. Under the Code, if certain requirements are met in a taxable year, a
REIT generally will not be subject to federal income tax with respect to income
that it distributes to its stockholders. If we fail to qualify during any
taxable year as a REIT, unless certain relief provisions are available, we will
be subject to tax (including any applicable alternative minimum tax) on our
taxable income at regular corporate rates, which could have a material adverse
effect upon our stockholders.

The following discussion summarizes the material United States federal
income tax consequences that relate to our qualification and taxation as a REIT
and that flow from an investment in our stock. No assurance can be given that
the conclusions set out below, if challenged by the IRS, would be sustained by
a court. This discussion deals only with stock that is held as a capital asset,
which generally means property that is held for investment. In addition, except
to the extent discussed below, this summary does not address tax consequences
applicable to you if you are subject to special tax rules. For instance, the
discussion does not address tax consequences applicable to the following
categories of stockholders:

. dealers or traders in securities;

. financial institutions;

. insurance companies;

. stockholders that hold our stock as a hedge, part of a straddle,
transaction or other arrangement involving more than one position; or

. stockholders whose functional currency is not the United States dollar.

The discussion set out below is intended only as a summary of the material
United States federal income tax consequences of our treatment as a REIT and of
an investment in our stock. Taxpayers and preparers of tax returns (including
returns filed by any partnership or other arrangement) should be aware that
under Treasury regulations a provider of advice on specific issues of law is
not considered an income tax return preparer unless the advice is (i) given
with respect to events that have occurred at the time the advice is rendered
and is not given with respect to the consequences of contemplated actions, and
(ii) is directly relevant to the determination of an entry on a tax return.
Accordingly, we are not income tax return preparers and we urge you to consult
your own tax advisors regarding the tax consequences of an investment in our
stock, including the application to your particular situation of the tax
matters discussed below, as well as the application of state, local or foreign
tax laws. The statements of United States tax law set out below are based on
the laws in force and their interpretation as of the date of this prospectus,
and are subject to changes occurring after that date.

REIT Qualification Requirement

The following is a brief summary of the material technical requirements
imposed by the Code that we must satisfy on an ongoing basis to qualify, and
remain qualified, as a REIT.

Stock Ownership Requirements

We must meet the following stock ownership requirements:

(1) our capital stock must be transferable;

(2) our capital stock must be held by at least 100 persons during at
least 335 days of a taxable year of 12 months (or during a proportionate
part of a taxable year of less than 12 months); and

(3) no more than 50% of the value of our capital stock may be owned,
directly or indirectly, by five or fewer individuals at any time during
the last half of the taxable year. In applying this test, the Code
treats some entities as individuals. Tax-exempt entities, other than
private foundations and certain unemployment compensation trusts, are
generally not treated as individuals for these purposes.

The requirements of items (2) and (3) above did not apply to the first
taxable year for which we made an election to be taxed as a REIT. However,
these stock ownership requirements must be satisfied in each subsequent taxable
year. Our charter imposes restrictions on the transfer of our shares to help us
meet the stock ownership requirements. In addition, Treasury regulations
require us to demand from the record holders of designated percentages of our
capital stock, annual written statements disclosing actual and constructive
ownership of our stock. The same regulations require us to maintain permanent
records showing the information we have received regarding actual and
constructive stock ownership and a list of those persons failing or refusing to
comply with our demand.

Asset Requirements

We generally must meet the following asset requirements at the close of each
quarter of each taxable year:

(a) at least 75% of the value of our total assets must be "qualified REIT
real estate assets" (described below), government securities, cash and cash
items;

(b) no more than 25% of the value of our total assets may be securities
other than securities in the 75% asset class (for example, government
securities and certain mortgage-backed securities);

(c) no more than 20% of the value of our total assets may be securities
of one or more Taxable REIT subsidiaries (described below); and

(d) except for securities in the 75% asset class, securities in a Taxable
REIT subsidiary or "qualified REIT subsidiary," and certain partnership
interests and debt obligations

(1) no more than 5% of the value of our total assets may be
securities of any one issuer,

(2) we may not hold securities that possess more than 10% of the
total voting power of the outstanding securities of any one issuer; and

(3) we may not hold securities that have a value of more than 10% of
the total value of the outstanding securities of any one issuer.

"Qualified REIT real estate assets" means assets of the type described in
section 856(c)(5)(B) of the Code, and generally include (among other assets)
interests in mortgages on real property and certain mortgage-backed securities,
and shares in other REITs.

A "Taxable REIT subsidiary" is a corporation that may earn income that would
not be qualifying income if earned directly by the REIT. A REIT may hold up to
100% of the stock in a Taxable REIT subsidiary. Both the

subsidiary and the REIT must jointly elect to treat the subsidiary as a Taxable
REIT subsidiary by jointly filing a Form 8875 with the IRS. A Taxable REIT
subsidiary will pay tax at the corporate rates on any income it earns.
Moreover, the Code contains rules to ensure contractual arrangements between a
Taxable REIT subsidiary and the parent REIT are at arm's length. We have,
together with IFC, filed an election to have IFC treated as our Taxable REIT
subsidiary as of January 1, 2001.

If we fail to meet any of the asset tests as of the close of a calendar
quarter due to the acquisition of securities or other assets, the Code allows
us a 30-day period following the close of the calendar quarter to come into
compliance with the asset tests. If we do cure a failure within the 30-day
period, we will be treated as having satisfied the asset tests at the close of
the calendar quarter.

Gross Income Requirements

We generally must meet the following gross income requirements for each
taxable year:

(a) at least 75% of our gross income must be derived from the real estate
sources specified in section 856(c)(3) of the Code, including interest
income on obligations secured by mortgages on real property or on interests
in real property and gain from the disposition of qualified REIT real estate
assets, and "qualified temporary investment income" (generally, income we
earn from investing new capital, provided we received or accrued that income
within one year of acquiring such new capital); and

(b) at least 95% of our gross income for each taxable year must be
derived from sources of income specified in section 856(c)(2) of the Code,
which includes the types of gross income described in (a) above, as well as
dividends, interest, and gains from the sale of stock or other financial
instruments (including interest rate swap and cap agreements, options,
futures contracts, forward rate agreements or similar financial instruments
entered into to reduce interest rate risk with respect to debt incurred or
to be incurred to acquire or carry qualified REIT real estate assets) not
held for sale in the ordinary course of business.

Distribution Requirements

We generally must distribute dividends (other than capital gain dividends)
to our stockholders in an amount at least equal to (1) the sum of (a) 90% of
our REIT taxable income (computed without regard to the dividends paid
deduction and net capital gains) and (b) 90% of the net income (after tax, if
any) from foreclosure property, minus (2) the sum of certain items of non-cash
income. In addition, if we were to recognize "Built in Gain" (as defined below)
on disposition of any assets acquired from a C corporation in a transaction in
which Built in Gain was not recognized (for instance, assets acquired in a
statutory merger), we would be required to distribute at least 90% of the Built
in Gain recognized net of the tax we would pay on such gain. "Built in Gain" is
the excess of (a) the fair market value of an asset (measured at the time of
acquisition) over (b) the basis of the asset (measured at the time of
acquisition). We do not hold any assets having Built in Gain.

We are not required to distribute our net capital gains. Rather than
distribute them, we may elect to retain and pay the federal income tax on them,
in which case our stockholders will (1) include their proportionate share of
the undistributed net capital gains in income, (2) receive a credit for their
share of the federal income tax we pay and (3) increase the bases in their
stock by the difference between their share of the capital gain and their share
of the credit.

Unlike a REIT, a Taxable REIT subsidiary is not subject to a dividend
distribution requirement. Our Taxable REIT subsidiary, IFC, is seeking to
retain earnings to fund the future growth of our mortgage operations business.
We may decide, therefore, that IFC should cease making dividend distributions
in the future. This would, as a result, materially reduce the amount of our
taxable income and this, in turn, would reduce the amount we would be required
to distribute as dividends.

Failure to Qualify

If we fail to qualify as a REIT in any taxable year and the relief
provisions provided in the Code do not apply, we will be subject to federal
income tax, including any applicable alternative minimum tax, on our taxable
income in that taxable year and all subsequent taxable years at the regular
corporate income tax rates. We will not be allowed to deduct distributions to
stockholders in these years, nor will the Code require us to make
distributions. Further, unless entitled to the relief provisions of the Code,
we also will be barred from re-electing REIT status for the four taxable years
following the year in which we fail to qualify. We intend to monitor on an
ongoing basis our compliance with the REIT requirements described above. To
maintain our REIT status, we will be required to limit the types of assets that
we might otherwise acquire, or hold some assets at times when we might
otherwise have determined that the sale or other disposition of these assets
would have been more prudent.

Taxation as a REIT

In any year in which we qualify as a REIT, we generally will not be subject
to federal income tax on that portion of our REIT taxable income or capital
gain that we distribute to our stockholders. We will, however, be subject to
federal income tax at regular corporate income tax rates on any undistributed
taxable income or capital gain.

Notwithstanding our qualification as a REIT, we may also be subject to tax
in the following other circumstances:

. If we fail to satisfy either the 75% or the 95% gross income test, but
nonetheless maintain our qualification as a REIT because we meet other
requirements, we generally will be subject to a 100% tax on the greater of
the amount by which we fail either the 75% or the 95% gross income test
multiplied by a fraction intended to reflect our profitability.

. We will be subject to a tax of 100% on net income derived from any
prohibited transaction which is, in general, a sale or other disposition
of property held primarily for sale to customers in the ordinary course of
business.

. If we have (1) net income from the sale or other disposition of
foreclosure property that is held primarily for sale to customers in the
ordinary course of business or (2) other non-qualifying income from
foreclosure property, it will be subject to federal income tax at the
highest corporate income tax rate.

. If we fail to distribute during each calendar year at least the sum of (1)
85% of our REIT ordinary income for such year, (2) 95% of our REIT capital
gain net income for such year and (3) any amount of undistributed ordinary
income and capital gain net income from preceding taxable years, we will
be subject to a 4% federal excise tax on the excess of the required
distribution over the amounts actually distributed during the taxable year.

. If we acquire a Built in Gain asset from a C corporation in a transaction
in which the basis of the asset is determined by reference to the basis of
the asset in the hands of the C corporation and we recognize Built in Gain
upon a disposition of such asset occurring within 10 years of its
acquisition, then we will be subject to federal tax to the extent of any
such Built in Gain at the highest corporate income tax rate.

. We may also be subject to the corporate alternative minimum tax, as well
as other taxes in situations not presently contemplated.

Taxation of U.S. Stockholders

For purposes of this discussion, a "U.S. Stockholder" is a stockholder who
is a "U.S. Person." A U.S. Person is a person who is:

. a citizen or resident of the United States;

. a corporation, partnership, or other entity created or organized in the
United States or under the laws of the United States or of any political
subdivision thereof;

. an estate whose income is includible in gross income for United States
federal income tax purposes regardless of its source; or

. a trust, if (1) a court within the United States is able to exercise
primary supervision over the administration of the trust and one or more
U.S. persons have authority to control all substantial decisions of the
trust, or (2) the trust was in existence on August 26, 1996, was treated
as a domestic trust prior to such date, and has made an election to
continue to be treated as a U.S. person.

Unless you are a tax-exempt entity, distributions that we make to a U.S.
Stockholder, including constructive distributions, generally will be subject to
tax as ordinary income to the extent of our current and accumulated earnings
and profits as determined for federal income tax purposes. If the amount we
distribute to you exceeds your allocable share of current and accumulated
earnings and profits, the excess will be treated as a return of capital to the
extent of your adjusted basis in your stock, which will reduce your basis in
your stock but will not be subject to tax. To the extent the amount we
distribute to you exceeds both your allocable share of current and accumulated
earnings and profits and your adjusted basis, this excess amount will be
treated as a gain from the sale or exchange of a capital asset. Distributions
to our corporate stockholders, whether characterized as ordinary income or as
capital gain, are not eligible for the corporate dividends received deduction.

Distributions that we designate as capital gain dividends generally will be
taxable in your hands as long-term capital gains, to the extent such
distributions do not exceed our actual net capital gain for the taxable year.
In the event that we realize a loss for the taxable year, you will not be
permitted to deduct any share of that loss. Further, if we, or a portion of our
assets, were to be treated as a taxable mortgage pool, any excess inclusion
income that is allocated to you could not be offset by any losses or other
deductions you may have. Future Treasury regulations may require you to take
into account, for purposes of computing your individual alternative minimum tax
liability, some of our tax preference items.

Dividends that we declare during the last quarter of a calendar year and
actually pay to you during January of the following taxable year, generally are
treated as if we had paid, and you had received them on December 31 of the
calendar year and not on the date actually paid. In addition, we may elect to
treat other dividends distributed after the close of the taxable year as having
been paid during the taxable year, so long as they meet the requirements
described in the Code, but you will be treated as having received these
dividends in the taxable year in which the distribution is actually made.

If you sell or otherwise dispose of our stock, you will generally recognize
a capital gain or loss in an amount equal to the difference between the amount
realized and your adjusted basis in our stock, which gain or loss will be
long-term if the stock is held for more than one year. Any loss recognized on
the sale or exchange of stock held for six months or less generally will be
treated as a long-term capital loss to the extent of (1) any long-term capital
gain dividends you receive with respect to our stock and (2) your proportionate
share of any long-term capital gains that we retain (see the discussion under
the caption ''Distribution Requirements").

If we fail to qualify as a REIT in any year, distributions we make to you
will be taxable in the same manner discussed above, except that:

. we will not be allowed to designate any distributions as capital gain
dividends;

. distributions (to the extent they are made out of our current and
accumulated earnings and profits) will be eligible for the corporate
dividends received deduction;

. the excess inclusion income rules will not apply to the stockholders; and

. you will not receive any share of our tax preference items; and

. dividends that we declare in the last quarter of the calendar year but pay
to you in January would not be treated as though we had paid them to you
on the immediately preceding December 31.

In this event, however, we could be subject to substantial federal income
tax liability as a C corporation, and the amount of earnings and cash available
for distribution to you and other stockholders could be significantly reduced
or eliminated.

Information Reporting and Backup Withholding--U.S. Stockholders

For each calendar year, we will report to our U.S. stockholders and to the
IRS the amount of distributions that we pay, and the amount of tax (if any)
that we withhold on these distributions. Under the backup withholding rules,
you may be subject to backup withholding tax with respect to distributions paid
unless you:

. are a corporation or come within another exempt category and demonstrate
this fact when required; or

. provide a taxpayer identification number, certify as to no loss of
exemption from backup withholding tax and otherwise comply with the
applicable requirements of the backup withholding tax rules.

A U.S. stockholder may satisfy this requirement by providing us an
appropriately prepared Form W-9. If you do not provide us with your correct
taxpayer identification number, then you may also be subject to penalties
imposed by the IRS.

Backup withholding tax is not an additional tax. Any amounts withheld under
the backup withholding tax rules will be refunded or credited against your
United States federal income tax liability, provided you furnish the required
information to the IRS.

Taxation of Tax-Exempt Entities

The discussion under this heading only applies to you if you are a
tax-exempt entity. Subject to the discussion below regarding a pension-held
REIT, distributions received from us or gain realized on the sale of our stock
will not be taxable as unrelated business taxable income (UBTI), provided that:

. you have not incurred indebtedness to purchase or hold our stock;

. you do not otherwise use our stock in a trade or business unrelated to
your exempt purpose; and

. we, consistent with our present intent, do not hold a residual interest in
a REMIC that gives rise to excess inclusion income as defined under
section 860E of the Code.

If all or a portion of our assets were to be treated as a taxable mortgage
pool, however, a substantial portion of the dividends you receive may be
subject to tax as UBTI.

In addition, a substantial portion of the dividends you receive may
constitute UBTI if we are treated as a "pension-held REIT" and you are a
"qualified pension trust" that holds more than 10% by value of our stock at any
time during a taxable year. For these purposes, a "qualified pension trust" is
any pension or other retirement trust that satisfies the requirements imposed
under section 401(a) of the Code. We will be treated as a "pension-held REIT"
if (1) we would not be a REIT if we had to treat stock held in a qualified
pension trust as owned by the trust (instead of as owned by the trust's
multiple beneficiaries) and (2) (a) at least one qualified pension trust holds
more than 25% of our stock by value, or (b) one or more qualified pension
trusts (each owning more than 10% of our stock by value) hold in the aggregate
more than 50% of our stock by value. Assuming compliance with the ownership
limit provisions set forth in our articles of incorporation, it is unlikely
that pension plans will accumulate sufficient stock to cause us to be treated
as a pension-held REIT.

If you qualify for exemption under sections 501(c)(7), (c)(9), (c)(17), and
(c)(20) of the Code, then distributions received by you may also constitute
UBTI. We urge you to consult your tax advisors concerning the applicable set
aside and reserve requirements.

United States Federal Income Tax Considerations Applicable to Foreign
Stockholders

The discussion under this heading only applies to you if you are not a U.S.
person (hereinafter, a "foreign stockholder").

This discussion is only a brief summary of the United States federal tax
consequences that apply to you, which are highly complex, and does not consider
any specific facts or circumstances that may apply to you and your particular
situation. We urge you to consult your tax advisors regarding the United States
federal tax consequences of acquiring, holding and disposing of our stock, as
well as any tax consequences that may arise under the laws of any foreign,
state, local or other taxing jurisdiction.

Distributions

Except for distributions attributable to gain from the disposition of real
property interests or distributions designated as capital gains dividends,
distributions you receive from us generally will be subject to federal
withholding tax at the rate of 30%, to the extent of our earnings and profits,
unless reduced or eliminated by an applicable tax treaty or unless the
distributions are treated as effectively connected with your United States
trade or business. If you wish to claim the benefits of an applicable tax
treaty, you may need to satisfy certification and other requirements, such as
providing Form W-8BEN. If you wish to claim distributions are effectively
connected with your United States trade or business, you may need to satisfy
certification and other requirements such as providing Form W-8ECI.

Distributions you receive that are in excess of our earnings and profits
will be treated as a tax-free return of capital to the extent of your adjusted
basis in your stock. If the amount of the distribution also exceeds your
adjusted basis, this excess amount will be treated as gain from the sale or
exchange of your stock as described below. If we cannot determine at the time
we make a distribution whether the distribution will exceed our earnings and
profits, the distribution will be subject to withholding at the same rate as
dividends. These withheld amounts, however, will be refundable or creditable
against your United States federal tax liability if it is subsequently
determined that the distribution was, in fact, in excess of our earnings and
profits. If you receive a dividend that is treated as being effectively
connected with your conduct of a trade or business within the United States,
the dividend will be subject to the United States federal income tax on net
income that applies to United States persons generally, and may be subject to
the branch profits tax if you are a corporation.

Distributions that we make to you and designate as capital gains dividends,
other than those attributable to the disposition of a United States real
property interest, generally will not be subject to United States federal
income taxation, unless:

. your investment in our stock is effectively connected with your conduct of
a trade or business within the United States; or

. you are a nonresident alien individual who is present in the United States
for 183 days or more in the taxable year, and other requirements are met.

Distributions that are attributable to a disposition of United States real
property interests are subject to income and withholding taxes pursuant to the
Foreign Investment in Real Property Act of 1980 (FIRPTA), and may also be
subject to branch profits tax if you are a corporation that is not entitled to
treaty relief or exemption. However, because we do not expect to recognize gain
attributable to the disposition of United States real property interests as
defined by FIRPTA, the FIRPTA provisions should not apply to distributions we
make with respect to our stock.

Gain on Disposition

You generally will not be subject to United States federal income tax on
gain recognized on a sale or other disposition of our stock unless:

. the gain is effectively connected with your conduct of a trade or business
within the United States;

. you are a nonresident alien individual who holds our stock as a capital
asset and are present in the United States for 183 or more days in the
taxable year and other requirements are met; or

. you are subject to tax under the FIRPTA rules discussed below.

Gain that is effectively connected with your conduct of a trade or business
within the United States will be subject to the United States federal tax on
net income that applies to United States persons generally and may be subject
to the branch profits tax if you are a corporation. However, these effectively
connected gains will generally not be subject to withholding. We urge you to
consult applicable treaties, which may provide for different rules.

Under FIRPTA, you may be subject to tax on gain recognized from a sale or
other disposition of your stock if we were to both (1) hold United States real
property interests and (2) fail to qualify as a domestically controlled REIT. A
REIT qualifies as a domestically-controlled REIT as long as less than 50% in
value of its shares of beneficial interest are held by foreign persons at all
times during the shorter of (1) the previous five years and (2) the period in
which the REIT is in existence. As mentioned above, we do not expect to hold
any United States real property interests. Furthermore, we will likely qualify
as a domestically controlled REIT, although no assurances can be provided
because our shares are publicly traded.

Information Reporting and Backup Withholding Tax

The information reporting and backup withholding tax requirements (discussed
above) will generally not apply to foreign holders in the case of distributions
treated as (1) dividends subject to the 30% (or lower treaty rate) withholding
tax (discussed above), or (2) capital gain dividends. Also, as a general
matter, backup withholding and information reporting will not apply to the
payment of proceeds from shares sold by or through a foreign office of a
foreign broker. However, in some cases (for example, a sale of shares through
the foreign office of a U.S. broker), information reporting is required unless
the foreign holder certifies under penalty of perjury that it is a foreign
holder, or otherwise establishes an exemption. A foreign stockholder may
satisfy this requirement by using an appropriately prepared Form W-8 BEN.

Federal Estate Taxes

In general, if an individual who is not a citizen or resident (as defined in
the Code) of the United States owns (or is treated as owning) our stock at the
date of death, such stock will be included in the individual 's estate for
federal estate tax purposes, unless an applicable treaty provides otherwise.

State and Local Taxes

We and our stockholders may be subject to state or local taxation in various
jurisdictions, including those in which we or they transact business or reside.
The state and local tax treatment that applies to us and our stockholders may
not conform to the federal income tax consequences discussed above.
Consequently, we urge you to consult your own tax advisors regarding the effect
of state and local tax laws.

PLAN OF DISTRIBUTION

We may sell the securities offered pursuant to this prospectus and any
accompanying prospectus supplements to or through one or more underwriters or
dealers, or to investors directly or through agents. Each prospectus supplement
will describe the terms of the securities to which such prospectus supplement
relates, the name or names of any underwriters or agents with whom we have
entered into arrangements with respect to the sale of such securities, the
public offering or purchase price of such securities and the net proceeds we
will receive from such sale. Any underwriter or agent involved in the offer and
sale of the securities will be named in the applicable prospectus supplement.
We may sell securities directly to investors on our own behalf in those
jurisdictions where we are authorized to do so.

Underwriters may offer and sell the securities at a fixed price or prices,
which may be changed, at market prices prevailing at the time of sale, at
prices related to the prevailing market prices or at negotiated prices. We also
may, from time to time, authorize dealers or agents to offer and sell these
securities upon such terms and conditions as may be set forth in the applicable
prospectus supplement. In connection with the sale of any of these securities,
underwriters may receive compensation from us in the form of underwriting
discounts or commissions and may also receive commissions from purchasers of
the securities for whom they may act as agent. Underwriters may sell the
securities to or through dealers, and such dealers may receive compensation in
the form of discounts, concessions or commissions from the underwriters or
commissions from the purchasers for which they may act as agents.

Shares may also be sold in one or more of the following transactions:

(a) block transactions (which may involve crosses) in which a
broker-dealer may sell all or a portion of the shares as agent but may
position and resell all or a portion of the block as principal to facilitate
the transaction;

(b) purchases by a broker-dealer as principal and resale by the
broker-dealer for its own account pursuant to a prospectus supplement;

(c) a special offering, an exchange distribution or a secondary
distribution in accordance with applicable American Stock Exchange or other
stock exchange rules;

(d) ordinary brokerage transactions and transactions in which a
broker-dealer solicits purchasers;

(e) sales "at the market" to or through a market maker or into an
existing trading market, on an exchange or otherwise, for shares; and

(f) sales in other ways not involving market makers or established
trading markets, including direct sales to purchasers.

Broker-dealers may also receive compensation from purchasers of the shares
which is not expected to exceed that customary in the types of transactions
involved.

Any underwriting compensation paid by us to underwriters or agents in
connection with the offering of these securities, and any discounts or
concessions or commissions allowed by underwriters to participating dealers,
will be set forth in the applicable prospectus supplement. Any underwriter,
dealer or agent participating in the distribution of the securities may be
deemed to be an underwriter, as that term is defined in the Securities Act, of
the securities so offered and sold and any discounts or commissions received by
them, and any profit realized by them on the same or resale of the securities
may be deemed to be underwriting discounts and commissions under the Securities
Act.

Underwriters, dealers and agents may be entitled, under agreements entered
into with us, to indemnification against and contribution toward certain civil
liabilities, including liabilities under the Securities Act. Unless otherwise
set forth in the accompanying prospectus supplement, the obligations of any
underwriters to purchase any of these securities will be subject to certain
conditions precedent, and the underwriters will be obligated to purchase all of
the series of securities, if any are purchased. Underwriters, dealers and
agents may engage in transactions with, or perform services for, us and our
affiliates in the ordinary course of business.

In connection with the offering of the securities hereby, certain
underwriters, and selling group members and their respective affiliates, may
engage in transactions that stabilize, maintain or otherwise affect the market
price of the applicable securities. These transactions may include
stabilization transactions effected in accordance with Rule 104 of Regulation M
promulgated by the SEC pursuant to which these persons may bid for or purchase
securities for the purpose of stabilizing their market price.

The underwriters in an offering of securities may also create a "short
position" for their account by selling more securities in connection with the
offering than they are committed to purchase from us. In that case, the

underwriters could cover all or a portion of the short position by either
purchasing securities in the open market following completion of the offering
of these securities or by exercising any over-allotment option granted to them
by us. In addition, the managing underwriter may impose "penalty bids" under
contractual arrangements with other underwriters, which means that they can
reclaim from an underwriter (or any selling group member participating in the
offering) for the account of the other underwriters, the selling concession for
the securities that are distributed in the offering but subsequently purchased
for the account of the underwriters in the open market. Any of the transactions
described in this paragraph or comparable transactions that are described in
any accompanying prospectus supplement may result in the maintenance of the
price of the securities at a level above that which might otherwise prevail in
the open market. None of the transactions described in this paragraph or in an
accompanying prospectus supplement are required to be taken by any underwriters
and, if they are undertaken, may be discontinued at any time.

Each series of securities will be a new issue of securities and will have no
established trading market other than the common stock which is listed on the
American Stock Exchange. Any common stock sold pursuant to a prospectus
supplement will be listed on the American Stock Exchange, subject to official
notice of issuance. Any underwriters to whom we sell securities for public
offering and sale may make a market in the securities, but such underwriters
will not be obligated to do so and may discontinue any market making at any
time without notice. The securities, other than the common stock, may or may
not be listed on a national securities exchange.

LEGAL MATTERS

The legality of the securities will be passed upon for us by Kirkpatrick &
Lockhart LLP, Los Angeles, California. All matters of Maryland law will be
passed upon for us by McKee Nelson LLP, Washington, D.C. In addition, McKee
Nelson LLP, Washington, D.C., is providing the legal opinions referred to under
"Material federal income tax consequences" in this prospectus.

EXPERTS

The consolidated financial statements of Impac Mortgage Holdings, Inc. and
of Impac Funding Corporation as of December 31, 2000 and 1999, and for each of
the years in the three-year period ended December 31, 2000, have been
incorporated by reference herein and in the registration statement in reliance
upon the report of KPMG LLP, independent auditors, incorporated by reference
herein, and upon the authority of said firm as experts in accounting and
auditing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the costs and expenses payable by the
Registrant in connection with the sale of the common stock being registered
hereby, other than underwriting commissions and discounts, all of which are
estimated except for the Securities and Exchange Commission filing fees.

Item Amount
---- -----------

Securities and Exchange Commission registration fee $ 62,751.33
Printing and engraving expenses.................... 5,000.00
Legal fees and expenses............................ 100,000.00
Accounting fees and expenses....................... 15,000.00
Miscellaneous expenses............................. 7,248.67
-----------
Total........................................... $190,000.00
===========

Item 15. Indemnification of Directors and Officers.

The Maryland General Corporation Law, as amended from time to time, permits
a Maryland corporation to include in its charter a provision limiting the
liability of its directors and officers to the corporation and its stockholders
for money damages except for liability resulting from (a) actual receipt of an
improper benefit or profit in money, property or services or (b) active and
deliberate dishonesty or bad faith established by a final judgment as being
material to the cause of action. The Registrant's charter contains such a
provision which eliminates such liability to the maximum extent permitted by
Maryland law.

The Registrant's charter authorizes it, to the maximum extent permitted by
Maryland law, to obligate itself to indemnify and to pay or reimburse
reasonable expenses in advance of final disposition of a proceeding to (1) any
present or former director or officer or (2) any individual who, while a
director of Registrant and at our request, serves or has served another
corporation, real estate investment trust partnership, joint venture, trust,
employee benefit plan or any other enterprise as a director, officer, partner
or trustee of such corporation, real estate investment trust partnership, joint
venture, trust, employee benefit plan or other enterprise from and against any
claim or liability to which such person may become subject or which such person
may incur by reason of his status as a present or former director or officer of
Registrant. Our bylaws obligate us, to the maximum extent permitted by Maryland
law, to indemnify and to pay or reimburse reasonable expenses in advance of
final disposition of a proceeding to (1) any present or former director or
officer who is made a party to the proceeding by reason of his service in that
capacity or (2) any individual who, while a director of Registrant and at our
request, serves or has served another corporation, real estate investment trust
partnership, joint venture, trust, employee benefit plan or any other
enterprise as a director, officer, partner or trustee of such corporation, real
estate investment trust partnership, joint venture, trust, employee benefit
plan or other enterprise and who is made a party to the proceeding by reason of
his service in that capacity. The charter and bylaws of the Registrant also
permit it to indemnify and advance expenses to any person who served a
predecessor of Registrant in any of the capacities described above and to any
of our employees or agents or a predecessor of Registrant.

The Maryland General Corporation Law requires a corporation (unless its
charter provides otherwise, which our charter does not) to indemnify a director
or officer who has been successful, on the merits or otherwise, in the defense
of any proceeding to which he is made a party by reason of his service in that
capacity. Maryland law permits a corporation to indemnify its present and
former directors and officers, among others, against judgments, penalties,
fines, settlements and reasonable expenses actually incurred by them in
connection with any proceeding to which they may be made a party by reason of
their service in those or other capacities unless it is established that (1)
the act or omission of the director or officer was material to the matter
giving rise to the

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proceeding and (i) was committed in bad faith or (ii) was the result of active
and deliberate dishonesty, (2) the director or officer actually received an
improper personal benefit in money, property or services or (3) in the case of
any criminal proceeding, the director or officer had reasonable cause to
believe that the act or omission was unlawful. However, under Maryland law, a
Maryland corporation may not indemnify for an adverse judgment in a suit by or
in the right of the corporation or for a judgment of liability on the basis
that personal benefit was improperly received, unless in either case a court
orders indemnification and then only for expenses. In addition, Maryland law
permits a corporation to advance reasonable expenses to a director or officer
upon the corporation's receipt of (1) a written affirmation by the director or
officer of his good faith belief that he has met the standard of conduct
necessary for indemnification by the corporation and (2) a written undertaking
by him or on his behalf to repay the amount paid or reimbursed by the
corporation if it shall ultimately be determined that the standard of conduct
was not met.

In addition, the Registrant has entered into an Indemnity Agreement (Exhibit
10.4 of its Registration Statement on Form S-11 (File No. 33-96670) and
Amendments No. 1, 2 and 3 filed with the Securities and Exchange Commission on
September 7, 1995, October 23, 1995, October 30, 1995 and November 8, 1995,
respectively) with its officers and directors. The Registrant maintains for the
benefit of its officers and directors, officers' and directors' insurance.

Item 16. Exhibits

1.1 The form of any Underwriting Agreement will be filed as an exhibit to a current report of the Registrant
on Form 8-K and incorporated by reference herein.

3.1 Charter of the Registrant (incorporated by reference to the corresponding exhibit number to the
Registrant's Registration Statement on Form S-11, as amended (File No. 33-96670), filed with the
Securities and Exchange Commission on September 7, 1995).

3.1(a) Certificate of correction of the Registrant (incorporated by reference to exhibit 3.1(a) of the Registrant's
10-K for the year ended December 31, 1998).

3.1(b) Articles of Amendment of the Registrant (incorporated by reference to exhibit 3.1(b) of the Registrant's
10-K for the year ended December 31, 1998).

3.1(c) Articles of Amendment for change of name to charter of the Registrant (incorporated by reference to
exhibit number 3.1(a) of the Registrant's Current Report on Form 8-K, filed February 11, 1998).

3.1(d) Articles Supplementary and Certificate of Correction for Series A Junior Participating Preferred Stock
of the Registrant (incorporated by reference to exhibit 3.1(d) of the Registrant's 10-K for the year
ended December 31, 1998).

3.1(e) Articles Supplementary for Series B 10.5% Cumulative Convertible Preferred Stock of the Registrant
(incorporated by reference to exhibit 3.1(b) of the Registrant's Current Report on Form 8-K,
December 23, 1998).

3.1(f) Articles Supplementary for Series C 10.5% Cumulative Convertible Preferred Stock of the Registrant
(incorporated by reference to the corresponding exhibit number of the Registrant's Quarterly Report
on Form 10-Q for the period ending September 30, 2000).

3.1(g) Certificate of Correction for Series C Preferred Stock of the Registrant (incorporated by reference to the
corresponding exhibit number of the Registrant's Quarterly Report on Form 10-Q for the period
ending September 30, 2000).

3.2 Bylaws of the Registrant, as amended and restated (incorporated by reference to the corresponding
exhibit number of the Registrant's Quarterly Report on Form 10-Q for the period ending March 31,
1998).

4 Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 of Registrant's
Registration Statement of Form S-11 as amended (File No. 33-96670), filed with the Securities and
Exchange Commission on September 7, 1995).

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4.2 Rights Agreement between the Registrant and BankBoston, N.A. (incorporated by reference to
exhibit 4.2 of the Registrant's Registration Statement on Form 8-A as filed with the Securities and
Exchange Commission on October 14, 1998).

4.2(a) Amendment No. 1 to Rights Agreement between the Registrant and BankBoston, N.A. (incorporated
by reference to Exhibit 4.1(a) of the Registrant's Registration Statement on Form 8-A/A as filed
with the Securities and Exchange Commission on December 23, 1998).

4.3* Senior Indenture.

4.4* Subordinated Indenture.

4.5 The form of any Senior Note with respect to each particular series of Senior Notes issued hereunder
will be filed as an exhibit to a current Report of the Registrant on Form 8-K and incorporated by
reference herein.

4.6 The form of any Subordinated Note with respect to each particular series of Subordinated Notes issued
hereunder will be filed as an exhibit to a current Report of the Registrant on Form 8-K and
incorporated by reference herein.

4.7 The form of any articles supplementary with respect to any preferred stock issued hereunder will be
filed as an exhibit to a current Report of the Registrant on Form 8-K and incorporated by reference
herein.

4.8 The form of any Warrant Agreement with respect to any warrant served hereunder will be filed as an
exhibit to a current Report of the Registrant on Form 8-K and incorporated by reference herein.

4.9 The form of any warrant with respect to each series of warrants will be filed as an exhibit to a current
Report of the Registrant on Form 8-K and incorporated by reference herein.

5.1+ Opinion of Kirkpatrick & Lockhart LLP.

5.2+ Opinion of McKee Nelson LLP.

8+ Opinion of McKee Nelson LLP as to tax matters.

12* Computation of Ratio of Earnings to Fixed Charges and Preference Dividends.

23.1 Consent of KPMG LLP regarding Impac Mortgage Holdings, Inc.

23.2 Consent of KPMG LLP regarding Impac Funding Corporation.

23.3+ Consent of Kirkpatrick & Lockhart LLP (contained in Exhibit 5.1).

23.4+ Consent of McKee Nelson LLP (contained in Exhibit 5.2).

23.5+ Consent of McKee Nelson LLP (contained in Exhibit 8).

24* Power of Attorney (contained on signature page).

25 The form T-1 Statement of Eligibility of Trustee under the Trust Indenture Act of 1934 will be filed as
an exhibit to a current report of the Registrant on Form 8-K and incorporated by reference herein.

--------
* Previously filed on December 3, 2001 with the initial filing of Registration
Statement File No. 333-74432.

+ Previously filed on January 16, 2002 with Amendment No. 1 to the
Registration Statement.

Item 17. Undertakings.

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:

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

II-3

(b) to reflect in the prospectus any facts or events arising after the
effective date of this Registration Statement (or the most recent
post-effective amendment hereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in this
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 end 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 a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement.

(c) to include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraph (a) and (b)
above shall not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") that are incorporated
by reference in this Registration Statement.

(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 that time shall be deemed to be the initial bona
fide offering thereof.

(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.

Insofar as indemnification for 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 Securities
Act of 1933 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
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

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 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.

For purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h)
under the Securities Act of 1933 shall be deemed to be part of this
Registration Statement as of the time it was declared effective. For the
purpose of determining any liability under the Securities Act of 1933, each
post-effective that contains a form of prospectus 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.

The undersigned registrant hereby undertakes to file an application for the
purpose of determining the eligibility of the trustee to act under subsection
(a) of Section 310 of the Trust Indenture Act in accordance with the rules and
regulations prescribed by the Commission under Section 305(b)(2) of the Act.

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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-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Newport Beach, State of California, on the 31st day
of January, 2002.

IMPAC MORTGAGE HOLDINGS, INC.

By: /s/ JOSEPH R. TOMKINSON
__________________________________
Joseph R. Tomkinson,
Chairman of the Board and
Chief Executive Officer

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.

Names Title Date
----- ----- ----

/s/ JOSEPH R. TOMKINSON Chairman of the Board and Chief Executive January 31, 2002
----------------------------- Officer (Principal Executive Officer)
Joseph R. Tomkinson

* Chief Operating Officer, President and January 31, 2002
----------------------------- Director
William S. Ashmore

* Chief Financial Officer and Executive Vice January 31, 2002
----------------------------- President (Principal Accounting and
Richard J. Johnson Financial Officer)

* Director January 31, 2002
-----------------------------
James Walsh

* Director January 31, 2002
-----------------------------
Frank P. Filipps

* Director January 31, 2002
-----------------------------
Stephan R. Peers

* Director January 31, 2002
-----------------------------
William E. Rose

* Director January 31, 2002
-----------------------------
Leigh J. Abrams

*By /s/ Joseph R. Tomkinson
-----------------------------
Joseph R. Tomkinson
Attorney-in-fact

II-5