UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                 FORM 10-Q


[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934.

      FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999

                                     OR

[_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934.

      FOR THE TRANSITION PERIOD FROM _______________ TO ______________


                      COMMISSION FILE NUMBER: 0-13091

                      IMPAC COMMERCIAL HOLDINGS, INC.
           (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)


                  MARYLAND                             33-0745075
        (STATE OR OTHER JURISDICTION OF              (I.R.S. EMPLOYER
         INCORPORATION OR ORGANIZATION)             IDENTIFICATION NO.)


                1401 DOVE STREET
           NEWPORT BEACH, CALIFORNIA                       92660
       (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)         (ZIP CODE)


     REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (949) 475-3600

        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

                                                  NAME OF EACH EXCHANGE ON
              TITLE OF EACH CLASS                   WHICH REGISTERED
        ---------------------------------     -------------------------------
           Common Stock $0.01 par value           American Stock Exchange


     Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.
      Yes [X]     No [   ]

 On August 11, 1999, the aggregate market value of the voting stock held by
non-affiliates of the registrant was approximately $45.0 million, based on
the closing sales price of the Common Stock on the American Stock Exchange.
For purposes of the calculation only, in addition to affiliated companies,
all directors and executive officers of the registrant have been deemed
affiliates. The number of shares of Common Stock outstanding as of August
11, 1999 was 8,418,200.


                 Documents incorporated by reference: None



                      IMPAC COMMERCIAL HOLDINGS, INC.

                      1999 FORM 10-Q QUARTERLY REPORT

                             TABLE OF CONTENTS



                       PART I. FINANCIAL INFORMATION

                                                                      PAGE #

  Item 1.   CONSOLIDATED FINANCIAL STATEMENTS - IMPAC COMMERCIAL
            HOLDINGS, INC.

            Consolidated Balance Sheets, June 30, 1999 and
              December 31, 1998 .......................................  3

            Consolidated Statements of Operations and
              Comprehensive Earnings, For the Three Months
              and Six Months Ended June 30, 1999 and 1998 .............  4

            Consolidated Statements of Cash Flows, For
              the Six Months Ended June 30, 1999 and 1998 .............  5

            Notes to Consolidated Financial Statements ................  6

  Item 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
            CONDITION AND RESULTS OF OPERATIONS ....................... 12

  Item 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
             MARKET RISK .............................................. 22


                         PART II. OTHER INFORMATION

  Item 1.   LEGAL PROCEEDINGS ......................................... 22

  Item 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS ................. 22

  Item 3.   DEFAULTS UPON SENIOR SECURITIES ........................... 22

  Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS ....... 23

  Item 5.   OTHER INFORMATION ......................................... 23

  Item 6.   EXHIBITS AND REPORTS ON FORM 8-K .......................... 23

            SIGNATURES ................................................ 24



                       PART I. FINANCIAL INFORMATION

ITEM 1: CONSOLIDATED FINANCIAL STATEMENTS

                       IMPAC COMMERCIAL HOLDINGS, INC. AND SUBSIDIARIES
                                  CONSOLIDATED BALANCE SHEETS
                           (dollars in thousands, except share data)

<TABLE>
<CAPTION>
                                                               JUNE 30, 1999      DECEMBER 31, 1998
                                                              -----------------   -------------------
<S>                                                           <C>                 <C>
                ASSETS
Cash and cash equivalents                                     $        21,814     $          14,161
Investment securities available-for-sale                               16,481                17,154
Residual interest in securitizations, held-for-trading                  8,833                 8,790
Loan receivables:
     CMO collateral                                                   317,347               326,559
     Commercial Mortgages held-for-sale                                29,797                    --
     Commercial Mortgages held-for-investment                           7,951                24,569
     Finance receivables                                                   --                40,972
     Allowance for loan losses                                         (1,427)               (2,110)
                                                              -----------------   -------------------
          Net loan receivables                                        353,66 8              389,990
Premises and equipment, net                                            11,620                 9,146
Investment in Impac Commercial Capital Corporation                         --               (15,016)
Accrued interest receivable                                             2,588                 2,627
Other real estate owned                                                 1,342                    --
Due from affiliates                                                       101                22,131
Other assets                                                            1,526                 2,236
                                                              -----------------   -------------------
          Total assets                                        $       417,973     $         451,219
                                                              =================   ===================

       LIABILITIES AND STOCKHOLDERS' EQUITY
CMO borrowings                                                $       277,834     $         285,021
Warehouse line and reverse repurchase agreements                       18,005                50,523
Due to affiliates                                                       5,110                11,170
Other liabilities                                                       2,029                 1,168
                                                              -----------------   -------------------
          Total liabilities                                           302,978               347,882
STOCKHOLDERS' EQUITY:
Preferred Stock; $.01 par value; 9,000,000 shares
   authorized; no shares issued or outstanding at
   June 30, 1999 and December 31, 1998, respectively                      --                    --
Series A Junior Participating Preferred Stock;
   $.01 par value; 1,000,000 shares Authorized; no
   shares issued or outstanding as of June 30, 1999
   and December 31, 1998, respectively                                    --                    --
Series B Junior Participating Preferred Stock;
   $.01 par value; 479,999 shares Authorized;
   479,999 and no shares issued or outstanding as of
   June 30, 1999 and December 31, 1998, respectively                       5                   --
Common Stock; $.01 par value; 46,217,295 shares
   authorized; 8,418,200 and 8,625,000 shares issued
   and outstanding at June 30, 1999 and December 31,
   1998, respectively                                                     84                    86
Class A Common Stock; $.01 par value; 3,782,705
   shares authorized; and no shares issued and
   outstanding at June 30, 1999 and December 31,
   1998, respectively                                                     --                    --
Additional paid-in-capital                                            137,521               127,004
Accumulated other comprehensive earnings                                  682                    24
Cumulative dividends declared                                         (15,733)              (15,575)
Accumulated deficit                                                    (7,564)               (8,202)
                                                              -----------------   -------------------
          Total stockholders' equity                                  114,995               103,337
                                                              -----------------   -------------------
                                                              $       417,973     $         451,219
                                                              =================   ===================
</TABLE>

                 See accompanying notes to consolidated financial statements.



<TABLE>
<CAPTION>
                                 IMPAC COMMERCIAL HOLDINGS, INC. AND SUBSIDIARIES
                                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                             AND COMPREHENSIVE EARNINGS
                                       (in thousands, except per share data)

                                                                    FOR THE THREE MONTHS             FOR THE SIX MONTHS
                                                                    ENDED JUNE 30, 1999              ENDED JUNE 30, 1999
                                                               -------------------------------  ------------------------------
                                                                     1999            1998            1999            1998
                                                               ---------------  --------------  -------------   --------------
<S>                                                            <C>              <C>             <C>             <C>
INTEREST INCOME:
    Commercial Mortgage Assets                                 $       7,974    $      7,811    $     16,601    $     12,849
    Cash equivalents and due from affiliates                             169             893             409           1,629
                                                               ---------------  --------------  -------------   --------------
        Total interest income                                          8,143           8,704          17,010          14,478

INTEREST EXPENSE:
    CMO borrowings                                                     5,125              69          10,540             135
    Warehouse line and reverse repurchase agreements                     332           4,716           1,159           7,035
    Other borrowings                                                     238             280             286             611
                                                               ---------------  --------------  -------------   --------------
        Total interest expense                                         5,695           5,065          11,985           7,781
                                                               ---------------  --------------  -------------   --------------
    Net interest income                                                2,448           3,639           5,025           6,697
        Provision for loan losses                                         --              69             --              118
        Provision for repurchases                                         47              --              47              --
                                                               ---------------  --------------  -------------   --------------
    NET INTEREST INCOME AFTER PROVISION FOR LOAN LOSSES
        AND REPURCHASES                                                2,401           3,570           4,978           6,579

NON-INTEREST INCOME:
    Equity in net loss of Impac
         Commercial Capital Corporation                                   --            (423)            --             (876)
    Rental and other income                                              761             318            222              426
                                                               ---------------  --------------  -------------   --------------
        TOTAL NON-INTEREST INCOME                                        761            (105)           222             (450)

NON-INTEREST EXPENSE:
    Write-down of investment securities                                  500              --             500              --
    Professional services                                                482             145             897             281
    General and administrative and other expense                         470             430           1,068             620
    Personnel expense                                                    397              --           1,320              --
    Occupancy expense                                                    215              --             383              --
    Property expense                                                     240              --             394              --
    Management advisory fees                                              --             217              --             379
                                                               ---------------  --------------  -------------   --------------
        TOTAL NON-INTEREST EXPENSE                                     2,304             792           4,562           1,280
                                                               ---------------  --------------  -------------   --------------

    NET EARNINGS                                                         858           2,673             638           4,849
    Less: Cash dividends on Series B Junior
        Participating Preferred Stock                                    159              --             159              --
                                                               ---------------  --------------  -------------   --------------
    Net earnings available to common stockholders                        699           2,673             479           4,849

Other comprehensive earnings:
    Unrealized gains (losses) arising during period                      930             196             658            (234)
                                                               ---------------  --------------  -------------   --------------
    Comprehensive earnings                                     $       1,629    $      2,869    $      1,137    $      4,615
                                                               ===============  ==============  =============   ==============

    Net earnings per share--basic and diluted                   $        0.08    $       0.33    $       0.06    $       0.60
                                                               ===============  ==============  =============   ==============
    Weighted average shares outstanding - basic                        8,418            8,111           8,503           8,066
    Weighted average shares outstanding - diluted                      8,418            8,122           8,503           8,089
</TABLE>

                See accompanying notes to consolidated financial statements.




                           IMPAC COMMERCIAL HOLDINGS, INC. AND SUBSIDIARIES
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            (in thousands)

<TABLE>
<CAPTION>
                                                                        FOR THE SIX       FOR THE SIX
                                                                       MONTHS ENDED      MONTHS ENDED
                                                                       JUNE 30, 1999     JUNE 30, 1998
                                                                       -------------     -------------
<S>                                                                    <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net earnings                                                        $       638        $      4,849
   Adjustments to reconcile net earnings to net cash used in
   operating activities:
     Equity in net loss of Impac Commercial Capital Corporation                 --                876
     Decrease in minority interest in Impac Commercial Capital
       Corporation                                                             788                 --
     Provision for loan losses / repurchases                                    47                118
     Depreciation                                                              450                201
     Net change in accrued interest on receivables                             312                591
     Net change in other assets and liabilities                              2,121             (5,095)
     Net change in due from affiliates and due to affiliates                 5,753            (14,430)

     Net change in Commercial Mortgages held-for-sale                       15,057                 --
                                                                       -------------      ------------
        Net cash provided by (used in) operating activities               25  ,166             (12,890)
                                                                       -------------      -------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Net change in Commercial Mortgages held-for-investment                   14,593           (304,551)
   Net change in finance receivables                                            --             24,042
   Net change in CMO collateral                                              1,024             (6,764)
   Principal reductions on investment securities
     available-for-sale, net of amortization                                 1,331              1,224
   Principal reductions on residual interest in securitizations,
     net of accretion                                                          (43)              (386)
   Purchase of premises and equipment                                       (2,014)              (457)
   Net cash acquired through the consolidation of ICCC                         692                 --
                                                                       -------------      -------------
        Net cash provided by (used in) investing activities                 15,583           (286,892)
                                                                       -------------      -------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Net change in warehouse line and reverse repurchase agreements          (36,428)           268,148
   Net change in CMO borrowings                                             (7,188)             6,550
   Issuance of preferred stock                                              11,592                 --
   Is uance of common stock                                                     --             28,388
   Repurchase of common stock                                               (1,072)                --
   Dividends paid                                                               --             (6,255)
                                                                       -------------      -------------
        Net cash provided by (used in) financing activities                (33,096)           296,831
                                                                       -------------      -------------
Net change in cash and cash equivalents                                      7,653             (2,951)
Cash and cash equivalents at beginning of period                            14,161             15,908
                                                                       -------------      -------------
Cash and cash equivalents at end of period                             $    21,814        $    12,957
                                                                       =============      =============
SUPPLEMENTARY INFORMATION:
   Interest paid                                                       $    12,157        $     6,976

NON-CASH TRANSACTIONS:
   Increase (decrease) in accumulated other comprehensive earnings     $       658        $      (234)
   Transfer of loans to other real estate owned                              1,342                 --
   Dividend declared and unpaid                                                159              3,609


</TABLE>

           See accompanying notes to consolidated financial statements.



              IMPAC COMMERCIAL HOLDINGS, INC. AND SUBSIDIARIES
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Unless the context otherwise requires, references herein to the
     "Company" refer to Impac Commercial Holdings, Inc. (ICH) and its
     subsidiaries, Impac Commercial Assets Corp. (ICH Assets), IMH/ICH Dove
     Street, LLC (Dove) and Impac Commercial Capital Corporation (together
     with its wholly owned subsidiary, ICCC Secured Assets Corp., ICCC),
     collectively. References to ICH refer to Impac Commercial Holdings,
     Inc. as a separate entity from ICH Assets, Dove or ICCC.

     1. BASIS OF FINANCIAL STATEMENT PRESENTATION

     The accompanying consolidated financial statements have been prepared
     in accordance with generally accepted accounting principles (GAAP) for
     interim financial information and with the instructions to Form 10-Q
     and Rule 10-01 of Regulation S-X. Accordingly, they do not include all
     of the information and footnotes required by GAAP for complete
     financial statements. In the opinion of management, all adjustments
     (consisting of normal recurring adjustments) considered necessary for
     a fair presentation have been included. Operating results for the
     three-month and six-month periods ended June 30, 1999 are not
     necessarily indicative of the results that may be expected for the
     year ending December 31, 1999. The accompanying consolidated financial
     statements should be read in conjunction with the consolidated
     financial statements and related notes included in the Company's
     Annual Report on Form 10-K for the year ended December 31, 1998.

     The operations of ICH have been presented in the consolidated
     financial statements for the three months and six-months ended June
     30, 1999 and 1998. The consolidated financial statements at June 30,
     1999 include the financial results of ICH as a stand-alone entity, the
     financial results of ICCC as a result of the purchase of ICCC's
     outstanding common shares and the financial results of ICH Assets and
     Dove. However, the consolidated financial statements at June 30, 1998
     include ICH's equity interest in net loss of ICCC, as ICCC was not a
     wholly-owned subsidiary of ICH at June 30, 1998.

     On March 31, 1999 (the "Purchase Date"), the Board of Directors
     unanimously approved the purchase of all the outstanding common shares
     of ICCC representing 5% of the economic interest, making ICCC a wholly
     owned subsidiary of ICH. As a result of this purchase, ICH will file a
     consolidated tax return that includes activity of ICCC subsequent to
     the Purchase Date, and prepare consolidated financial statements for
     1999. Prior to the Purchase Date, the Company was entitled to 95% of
     the earnings or losses of ICCC through its ownership of all of the
     non-voting preferred stock of ICCC. As such, the Company recorded its
     investment in ICCC using the equity method. Under the equity method,
     original investments were recorded at cost and adjusted by the
     Company's share of earnings or losses. Gain or loss on the sale of
     loans or securities by ICCC to ICH were deferred and amortized or
     accreted over the estimated life of the loans or securities.
     Subsequent to the Purchase Date, the effects of all intercompany
     transactions were eliminated.

     2. ORGANIZATION

     ICH was incorporated in Maryland in February 1997 under the name
     Imperial Credit Commercial Holdings, Inc., and in June 1997, ICH
     changed its name to IMH Commercial Holdings, Inc. By a vote of
     stockholders on January 28, 1998, a name change to Impac Commercial
     Holdings, Inc. was approved. ICH is a specialty commercial property
     finance company, which has elected to be taxed at the corporate level
     as a real estate investment trust (REIT) for federal income tax
     purposes. This generally allows the Company to pass through income to
     stockholders without payment of federal income tax at the corporate
     level provided that the Company distributes at least 95% of its
     taxable income to stockholders. Impac Mortgage Holdings, Inc. (IMH)
     capitalized ICH with $15.0 million in cash in March of 1997. In
     October 1998, the Company repurchased from IMH 937,084 shares of
     Common Stock and 456,9l6 shares of Class A Common Stock at an average
     price of $4.375 for a total purchase price of $6.1 million. During the
     six months ended June 30, 1999, the Company repurchased, in the open
     market, 206,800 shares of its common stock outstanding, at a weighted
     average price of $5.18 per share, for a total purchase price of $1.1
     million. At June 30, 1999 and December 31, 1998, the Company had
     8,418,200 and 8,625,000 shares of Common Stock outstanding and no
     shares of Class A Common Stock outstanding, respectively.

     3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Method of Accounting

     The consolidated financial statements are prepared on the accrual
     basis of accounting in accordance with GAAP. The preparation of
     financial statements in conformity with GAAP requires management to
     make significant estimates and assumptions that affect the reported
     amounts of assets and liabilities at the date of the financial
     statements and the reported amounts of revenues and expenses during
     the reporting period. Actual results may differ materially from those
     estimates.

     Reclassifications

     Certain amounts in the consolidated financial statements as of and for
     the three and six months ended June 30, 1998 have been reclassified to
     conform to the 1999 presentation.

     New Accounting Statements

     In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
     Instruments and Hedging Activities" (SFAS 133). SFAS 133 establishes
     accounting and reporting standards for derivative instruments,
     including certain derivative instruments embedded in other contracts,
     (collectively referred to as derivatives) and for hedging activities.
     It requires that an entity recognizes all derivatives as either assets
     or liabilities in the statement of financial position and measures
     those instruments at fair value. If certain conditions are met, a
     derivative may be specifically designated as (a) a hedge of the
     exposure to changes in the fair value of a recognized asset or
     liability or an unrecognized firm commitment, (b) a hedge of the
     exposure to variable cash flows of a forecasted transaction, or (c) a
     hedge of the foreign currency exposure of a net investment in a
     foreign operation, an unrecognized firm commitment, an
     available-for-sale security, or a foreign-currency-denominated
     forecasted transaction. This statement is effective for all fiscal
     quarters of fiscal years beginning after June 15, 1999. SFAS 133 was
     amended by SFAS 137, which allows deferral of SFAS 133 for all fiscal
     quarters of fiscal years beginning after July 15, 2000. The Company
     believes that the adoption of SFAS 133 will not have a material impact
     on the Company's financial position or results of operations.

     4. NET EARNINGS PER SHARE

     The following tables represent the computation of basic and diluted
     earnings per share for the periods presented (in thousands, except per
     share data):

<TABLE>
<CAPTION>
                                                                            FOR THE THREE        FOR THE THREE
                                                                             MONTHS ENDED         MONTHS ENDED
                                                                            JUNE 30, 1999        JUNE 30, 1998
                                                                          -------------------  -------------------
<S>                                                                        <C>                  <C>
     NUMERATOR:
          Numerator for basic earnings per share--
             Net earnings                                                  $            858     $           2,673
             Less:  Dividends paid to preferred stockholders                           (159)                   --
                                                                          ===================  ===================
               Net earnings available to common stockholders               $            699     $           2,673
                                                                          ===================  ===================
     DENOMINATOR:
          Denominator for basic earnings per share--
             Weighted average number of common shares outstanding
                   during the period                                                  8,418                 8,111
             Net effect of dilutive stock options                                         --                    11
                                                                          -------------------  -------------------

               Weighted average common and common equivalent shares                   8,418                 8,122
                                                                          ===================  ===================

        Net earnings per share--basic                                      $           0.08     $            0.33
                                                                          ===================  ===================
        Net earnings per share--diluted                                    $           0.08     $            0.33
                                                                          ===================  ===================
</TABLE>


     For the three months ended June 30, 1999, the Company had 1,078,579
     weighted average shares of Series B Participating Preferred Stock that
     were antidilutive.

<TABLE>
<CAPTION>
                                                                               FOR THE SIX          FOR THE SIX
                                                                               MONTHS ENDED         MONTHS ENDED
                                                                              JUNE 30, 1999        JUNE 30, 1998
                                                                            -------------------  -------------------
<S>                                                                          <C>                  <C>
     NUMERATOR:
          Numerator for basic earnings per share--
             Net earnings                                                    $            638     $           4,849
             Less:  Dividends paid to preferred stockholders                             (159)                   --
                                                                            ===================  ===================
               Net earnings available to common stockholders                 $            479     $           4,849
                                                                            ===================  ===================
     DENOMINATOR:
          Denominator for basic earnings per share--
             Weighted average number of common shares outstanding
                   during the period                                                     8,503                8,066
             Net effect of dilutive stock options                                            --                   23
                                                                            -------------------  -------------------
               Weighted average common and common equivalent shares                      8,503                8,089
                                                                            ===================  ===================
        Net earnings per share--basic                                        $            0.06    $            0.60
                                                                            ===================  ===================
        Net earnings per share--diluted                                      $            0.06    $            0.60
                                                                            ===================  ===================
</TABLE>


     For the six months ended June 30, 1999, the Company had 547,849
     weighted average shares of Series B Participating Preferred Stock that
     were antidilutive.

     5. INVESTMENT IN IMPAC COMMERCIAL CAPITAL CORPORATION

     On March 31, 1999 (the "Purchase Date"), the Board of Directors
     unanimously approved the purchase of all the outstanding common shares
     of ICCC representing 5% of the economic interest, making ICCC a wholly
     owned subsidiary of ICH. As a result of this purchase, ICH will file a
     consolidated tax return to include ICCC, subsequent to the Purchase
     Date, and prepare consolidated financial statements for 1999. Prior to
     the Purchase Date, the Company was entitled to 95% of the earnings or
     losses of ICCC through its ownership of all of the non-voting
     preferred stock of ICCC. As such, the Company recorded its investment
     in ICCC using the equity method. Under the equity method, original
     investments were recorded at cost and adjusted by the Company's share
     of earnings or losses. Gain or loss on the sale of loans or securities
     by ICCC to ICH were deferred and amortized or accreted over the
     estimated life of the loans or securities. Subsequent to the Purchase
     Date, the effects of all intercompany transactions were eliminated.

     6. SEGMENT REPORTING

     The Company's basis for segment reporting is to divide the entities
     into (a) segments that derive income from long-term assets and (b)
     segments that derive income from the origination and sale of mortgage
     loans.

     The Company reviews and analyzes its business into two basic segments:

     o  The Long-Term Investment Operations, conducted by ICH and ICH
        Assets, invests primarily in commercial mortgage loans and
        commercial mortgage-backed securities secured by or representing
        interests in such loans.

     o  The Conduit Operations, conducted by ICCC, originates commercial
        mortgage loans.


     The following table breaks out ICH's segments as of and for the three
months ended June 30, 1999 (in thousands):

<TABLE>
<CAPTION>
                                                          LONG-TERM
                                                          INVESTMENT      CONDUIT     ELIMINATIONS
                                                          OPERATIONS    OPERATIONS       (1)          CONSOLIDATED
                                                         -------------- ------------ --------------   ------------
<S>                                                      <C>            <C>          <C>              <C>
     BALANCE SHEET ITEMS:
         Net loan receivables                            $ 357,878      $   29,797   $    (34,007)     $353,668
         Total assets                                         468,632       31,824        (82,483)      417,973
         Total stockholders' equity                           161,723        1,748        (48,476)      114,995

     STATEMENT OF OPERATIONS ITEMS:
         Net interest income (expense)                   $      2,382   $       (6)  $         72  $      2,448
         Net intersegment interest income (expense)               577         (577)            --            --
         Net earnings (loss)                                    1,636         (806)            28           858
</TABLE>


     The following table breaks out ICH's segments as of and for the three
months ended June 30, 1998 (in thousands):

<TABLE>
<CAPTION>
                                                          LONG-TERM
                                                         INVESTMENT        CONDUIT
                                                         OPERATIONS    OPERATIONS (2)
                                                        -------------- ----------------
<S>                                                     <C>            <C>
     BALANCE SHEET ITEMS:
         Net loan receivables                           $    449,347   $       79,696
         Total assets                                        522,081           92,214
         Total stockholders' equity                          129,429            3,480

     STATEMENT OF OPERATIONS ITEMS:
         Net interest income (expense)                  $      3,639   $         (264)
         Net intersegment interest income (expense)            3,163           (3,163)
         Equity in net loss in ICCC                             (423)               --
         Net earnings (loss)                                   2,673             (445)
</TABLE>


     The following table breaks out ICH's segments as of and for the six
months ended June 30, 1999 (in thousands):

<TABLE>
<CAPTION>
                                                                        LONG-TERM
                                                         INVESTMENT      CONDUIT     LIMINATIONS
                                                         OPERATIONS    OPERATIONS   E    (1)      CONSOLIDATED
                                                        -------------- ------------ ----------------------------
<S>                                                         <C>        <C>          <C>               <C>
     BALANCE SHEET ITEMS:
         Net loan receivables                               $357,878   $   29,797   $    (34,007)     $353,668
         Total assets                                        468,632       31,824       (82,483 )      417,973
         Total stockholders' equity                          161,723         1,748       (48,476)      114,995

     STATEMENT OF OPERATIONS ITEMS:
         Net interest income (expense)                  $      5,045   $     (297)  $       27 7  $     5,02 5
         Net intersegment interest income (expense)            1,421       (1,421)            --            --
         Net earnings (loss)                                 (16,132)      17,552           (782)          638
</TABLE>


     The following table breaks out ICH's segments as of and for the six
months ended June 30, 1998 (in thousands):

<TABLE>
<CAPTION>
                                                            LONG-TERM
                                                            INVESTMENT        CONDUIT
                                                            OPERATIONS    OPERATIONS (2)
                                                           -------------- ----------------
<S>                                                        <C>            <C>
     BALANCE SHEET ITEMS:
         Net loan receivables                              $    449,347   $       79,696
         Total assets                                           522,081           92,214
         Total stockholders' equity                             129,429            3,480

     STATEMENT OF OPERATIONS ITEMS::
         Net interest income (expense)                     $      6,697   $         (337)
         Net intersegment interest income (expense)               5,689           (5,689)
         Equity in net loss in ICCC                                (876)               --
         Net earnings (loss)                                      4,849             (923)
</TABLE>

 --------------
(1)      Used to eliminate intercompany balances and intercompany operations.
(2)      For the three and six months ended June 30, 1998 and as of June
         30, 1998 the Conduit Operations is accounted for based on the
         equity method and is not consolidated. See Note 1. Basis of
         Financial Statement Presentation.


     7. ALLOWANCE FOR LOAN LOSSES

     Activity in the allowance for loan losses were as follows:

                                            FOR THE SIX MONTHS
                                                   ENDED
                                               JUNE 30, 1999
                                            --------------------

      Balance, beginning of period          $             2,110
      Provision for loan losses                              --
      Charge-offs                                           683
                                            --------------------
                                            ====================
      Balance, end of period                $             1,427
                                            ====================


     8. STOCKHOLDERS' EQUITY

     During the six months ended June 30, 1999, the Company repurchased
     206,800 shares of its common stock outstanding at an average price of
     $5.18 for a total purchase price of $1.1 million.

      On May 5, 1999, the Company executed a stock purchase agreement to
     issue to Fortress Partners L.P. ("Fortress") approximately $12.0
     million of Series B Convertible Preferred Stock (the "Series B
     Preferred Stock") with a coupon of 8.5% paid quarterly in arrears. The
     preferred stock is initially convertible into 1,683,635 shares of the
     Common Stock of ICH, subject to adjustment under certain
     circumstances. The Common Stock issuable upon conversion of the Series
     B Preferred Stock will have registration rights. In connection with
     the issuance of preferred stock, the Company recorded issuance costs
     of $597,000. At June 30, 1999, the Company accrued $159,000 in
     preferred stock dividends.


     9. SUBSEQUENT EVENTS

     On July 2, 1999, the Board of Directors declared a second quarter 1999
     cash dividend of $0.125 per common share. The dividend was payable on
     July 30, 1999 to stockholders of record at the close of business on
     July 15, 1999.

     Effective as of August 4, 1999, the Company entered into an Agreement
     and Plan of Merger with AMRESCO Capital Trust ("AMCT"). Pursuant to
     this agreement, the Company will be merged with and into AMCT, with
     AMCT as the surviving entity (the "Merger"), and each outstanding
     share of common stock of the Company will be converted into 0.66094 of
     a common share of AMCT. Also pursuant to this agreement, Fortress as
     the holder of the outstanding shares of Series B e Preferred Stoche
     will convert all of such shares into 1,683,635 shares of common stock
     of the Company or, if such conversion does not occur prior to the
     effective time of the Merger, all of the shares of the Series B
     Preferred Stock will be converted into 1,112,782 common shares of
     AMCT. The Merger will be accounted for under the purchase method of
     accounting. After the Merger, AMCT will have approximately 16.7
     million common shares outstanding. The parties anticipate that the
     Merger will be completed in the fourth quarter of 1999. The
     transactions contemplated by the Merger Agreement are subject to
     customary conditions including approval by the shareholders of the
     Company and AMCT. The Merger is more fully described in Part II, Item
     5.


     ITEM 2: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                     RESULTS OF OPERATIONS

     Certain information contained in the following Management's Discussion
     and Analysis of Financial Condition and Results of Operations
     constitute forward-looking statements within the meaning of Section
     27A of the Securities Act of 1933, as amended, and Section 21e of the
     Exchange Act of 1934, as amended, which can be identified by the use
     of forward-looking terminology such as "may," "will," "expect,"
     "intend," "anticipate," "estimate," "believe" or "should" or the
     negatives thereof or other variations thereon or comparable
     terminology. The Company's actual results may differ materially from
     those contained in the forward-looking statements. Factors which may
     cause a difference to occur include, but are not limited to increased
     costs and delays related to Year 2000 compliance, the availability of
     suitable opportunities for the acquisition, ownership and dispositions
     of mortgage assets and yields available from time to time on such
     Mortgage Assets, interest rates and their effect on mortgages and
     mortgage-backed securities ("MBSs"), including Commercial Mortgages
     and mortgage-backed securities on commercial properties ("CMBSs"),
     changes in estimates of book basis and tax basis earnings, the
     availability of suitable financing and investments, the outcome of the
     current negotiations with Fortress and trends in the economy which
     affect confidence and demand for the Company's portfolio of mortgage
     assets.

     GENERAL

     ICH was incorporated in the state of Maryland on February 3, 1997. ICH
     was formed to seek opportunities in the commercial mortgage market.
     Commercial Mortgage Assets include mortgage loans on
     condominium-conversions and mortgage loans on commercial properties,
     such as industrial and warehouse space, office buildings, retail space
     and shopping malls, hotels and motels, nursing homes, hospitals,
     multifamily, congregate care facilities and senior living centers
     (collectively, "Commercial Mortgages"). The Company operates the
     Long-Term Investment Operations which invests primarily in mortgage
     loans and MBSs. To date, the Long-Term Investment Operations has
     invested primarily in Commercial Mortgages and CMBSs. The Company also
     engages in the Conduit Operations, ICCC, which originates, purchases
     and sells or securitizes Commercial Mortgages. ICCC operates three
     divisions: the ConduitExpress Division, the CommercialExpress
     Division, and the CondoSelect Division.

     SIGNIFICANT TRANSACTIONS

     On May 5, 1999, the Company executed a stock purchase agreement to
     issue to Fortress Partners L.P. ("Fortress") approximately $12.0
     million of Series B Convertible Preferred Stock with a coupon of 8.5%
     paid quarterly in arrears. The preferred stock is initially
     convertible into 1,683,635 shares of the Common Stock of ICH, subject
     to adjustment under certain circumstances. The Common Stock issuable
     upon conversion of the Series B Preferred Stock will have registration
     rights. In addition, FIC Management Inc. ("FIC"), an affiliate of
     Fortress, entered into a definitive agreement with RAI Advisors, LLC
     ("RAI") for the assignment of RAI's rights and interests in the
     Management Agreement with ICH. Furthermore, in connection with these
     transactions, the Submanagement Agreement among RAI, IMH and Impac
     Funding Corporation ("IFC"), IMH's conduit operations, was terminated
     and a new submanagement agreement was entered into among FIC, IMH and
     IFC. The Right of First Refusal Agreement among RAI, ICH, ICCC, IMH
     and IFC was terminated. Also, James Walsh, Timothy Busch, Stephan
     Peers and Thomas Poletti resigned as Directors of ICH and Wesley R.
     Edens, Robert I. Kauffman and Christopher Mahowald were appointed onto
     the Board of Directors. Joseph R. Tomkinson and Frank Filipps remain
     as Directors. Effective May 5, 1999, the executive officers of ICH
     then serving resigned as a group, and Mr. Edens, Mr. Kauffman, Randal
     A. Nardone and Erik P. Nygaard were appointed as ICH's new Chairman of
     the Board and Chief Executive Officer, President, Chief Operating
     Officer and Secretary, and Chief Information Officer and Treasurer,
     respectively.

     During the first quarter of 1999, ICH was notified by its two
     investment banks that provided up to $600.0 million of financing (of
     which $200.0 million was uncommitted), that these warehouse line
     agreements would not be renewed upon their expiration dates of
     February 1999 and May 1999.

     On March 31, 1999 (the "Purchase Date"), the Board of Directors
     unanimously approved the purchase of all the outstanding common shares
     of ICCC, which represented 5% of the economic interest of ICCC.
     Subsequent to the Purchase Date, ICCC became a wholly-owned subsidiary
     of ICH and will file, a consolidated tax return and consolidated
     financial statements.

     Effective as of August 4, 1999, the Company entered into an Agreement
     and Plan of Merger with AMRESCO Capital Trust ("AMCT"). Pursuant to
     this agreement, the Company will be merged with and into AMCT, with
     AMCT as the surviving entity (the "Merger"), and each outstanding
     share of common stock of the Company will be converted into 0.66094 of
     a common share of AMCT. Also pursuant to this agreement, Fortress as
     the holder of the outstanding shares of Series B Preferred Stock will
     convert all of such shares into 1,683,635 shares of common stock of
     the Company or, if such conversion does not occur prior to the
     effective time of the Merger, all of the shares of the Series B
     Preferred Stock will be converted into 1,112,782 common shares of
     AMCT. The Merger will be accounted for under the purchase method of
     accounting. After the Merger, AMCT will have approximately 16.7
     million common shares outstanding. The parties anticipate that the
     Merger will be completed in the fourth quarter of 1999. The
     transactions contemplated by the Merger Agreement are subject to
     customary conditions including approval by the shareholders of the
     Company and AMCT. The Merger is more fully described in Part II, Item
     5. ed


     BUSINESS OPERATIONS

     LONG-TERM INVESTMENT OPERATIONS:

     During the six months ended June 30, 1999, the Long-Term Investment
     Operations conducted by ICH did not acquire any Commercial Mortgages
     from ICCC as compared to $325.6 million of Commercial Mortgages
     acquired from ICCC during the six months ended June 30, 1998. As of
     June 30, 1999, the Long-Term Investment Operations portfolio of
     mortgage loans consisted of $317.3 million of mortgage loans held as
     collateral for Collateralized Mortgage Obligations ("CMOs"), $29.8
     million of Commercial Mortgages held-for-sale and $8.0 million of
     Commercial Mortgages held-for-investment, of which approximately 89%
     were fixed rate mortgages and 11% were adjustable rate mortgages. The
     weighted average coupon of the Long-Term Investment Operations
     portfolio of Commercial Mortgages was 8.06% at June 30, 1999. In
     addition, the Long-Term Investment Operations had investment
     securities available-for-sale of $16.5 million and residual interest
     in securitizations of $8.8 million at June 30, 1999.

     CONDUIT OPERATIONS:

     The Conduit Operations, conducted by ICCC, supports the Long-Term
     Investment Operations of the Company by supplying ICH with Commercial
     Mortgages for its long-term investment portfolio. Acting as the
     mortgage conduit for the Company, ICCC operates three divisions: the
     ConduitExpress Division, the CommercialExpress Division and the
     CondoSelect Division. The ConduitExpress Division originated no loans
     during the first six months of 1999 as compared to $181.9 million
     during 1998. The CommercialExpress Division originated $5.6 million in
     loans during the first six months of 1999 as compared to $106.3
     million during 1998. The CondoSelect Division originated no loans
     during the first six months ended June 30, 1999 as compared to $12.7
     million during the first six months of 1998. The decrease in
     originations in the ConduitExpress and CommercialExpress Divisions was
     primarily the result of the global liquidity crisis that occurred
     during the latter part of 1998, and ICCC's lack of a viable profitable
     exit strategy for its commercial mortgage loans. Without sufficient
     liquidity to accumulate enough commercial mortgage loans to effectuate
     a securitization, ICCC was forced to sell all its commercial mortgage
     loan originations on a whole loan service released basis. The sale of
     commercial mortgage loans on a whole loan basis is an inefficient
     method of selling loans in light of the liquidity crisis and without
     consistent industry underwriting guidelines. In order to sell loans on
     a more profitable basis, ICCC was forced to increase pricing spreads
     over a decreasing US 10 year Treasury rate . The result was a decrease
     in overall production throughout the fourth quarter of 1998 and during
     the first six months of 1999. In addition, ICCC was notified by its
     warehouse lenders that its warehouse lines would not be renewed upon
     expiration. In March of 1999, due to the decrease in loan production,
     ICCC reduced its operations to a core group of key officers and
     employees. As of June 30, 1999, ICCC employed 15 as compared to 80 as
     of June 30, 1998. ICCC's servicing portfolio decreased by 91% to $40.3
     million as of June 30, 1999 as compared to $452.8 million as of June
     30, 1998. As of June 30, 1999, there was one delinquent Commercial
     Mortgage for $136,000 that was 60 days past due in ICCC's servicing
     portfolio.


     RESULTS OF OPERATIONS; IMPAC COMMERCIAL HOLDINGS, INC.
     THREE MONTHS ENDED JUNE 30, 1999 AS COMPARED TO THREE MONTHS
     ENDED JUNE 30, 1998

     NET EARNINGS

     The Company recorded net earnings available to common stockholders of
     $699,000, or $0.08 basic and diluted earnings per common share, for
     the three months ended June 30, 1999 as compared to net earnings of
     $2.7 million, or $0.33 basic and diluted earnings per common share,
     for the three months ended June 30, 1998. The decrease in net earnings
     for the three months ended June 30, 1999 was primarily the result of a
     decrease in net interest income and an increase in non-interest
     expense.

     NET INTEREST INCOME

     Net interest income decreased 33% to $2.4 million during the three
     months ended June 30, 1999 as compared to $3.6 million during the
     three months ended June 30, 1998. Interest income is primarily
     interest on the CMO collateral, finance receivables, Commercial
     Mortgages held-for-investment, Commercial Mortgages held-for-sale,
     investment securities held-for-investment and residual interest in
     securitization held-for-trading (collectively, "Commercial Mortgage
     Assets") and includes interest income on cash and cash equivalents and
     due from affiliates. Interest expense is primarily borrowings on
     Commercial Mortgage Assets and includes interest expense on due to
     affiliates. The decrease in net interest income was primarily the
     result of higher borrowing costs associated with the issuance of the
     Company's first commercial mortgage backed CMO. While the CMO
     borrowing costs were higher than traditional warehouse borrowings,
     they are deemed to be permanent financing for the investment in these
     loans. The net interest spread on Commercial Mortgage Assets decreased
     to 2.60% during the three months ended June 30, 1999 as compared to
     3.48% during the three months ended June 30, 1998. The decrease in net
     interest spread on Commercial Mortgage Assets was primarily due to a
     decrease in CMO collateral yields as compared to finance receivables
     and increased borrowing costs associated with the issuance of
     fixed-rate CMO borrowings as compared to variable-rate short-term
     warehouse borrowings.

     The following table summarizes average balance, interest and
     weighted-average yield on Commercial Mortgage Assets and borrowings
     for the three months ended June 30, 1999 and 1998 and includes
     interest income on Commercial Mortgage Assets and interest expense
     related to borrowings on Commercial Mortgage Assets only (dollars in
     thousands):

<TABLE>
<CAPTION>
                                                            FOR THE THREE MONTHS                 FOR THE THREE MONTHS
                                                            ENDED JUNE 30, 1999                   ENDED JUNE 30, 1998
                                                     -----------------------------------  ------------------------------------
                                                      AVERAGE                WEIGHTED       AVERAGE                WEIGHTED
                                                      BALANCE    INTEREST   AVG YIELD       BALANCE    INTEREST   AVG YIELD
                                                     -----------------------------------  ------------------------------------
               COMMERCIAL MORTGAGE ASSETS
<S>                                                  <C>         <C>           <C>          <C>        <C>           <C>
     Investment and residual securities              $   25,240  $     940     14.90 %      $   28,945 $   1,050     14.51 %
     LOAN RECEIVABLES:
        Commercial Mortgages held-for-investment         10,799        232      8.60           164,546     3,441      8.36
        Commercial Mortgages held-for-sale               31,798        629      7.91                --        --        --
        CMO collateral                                  319,719      6,173      7.72             4,337       157     14.48
        Finance receivables                                  --         --        --           149,757     3,163      8.45
                                                     ----------------------               -----------------------
           Total Loan Receivables                       362,316      7,034      7.77           318,640     6,761      8.49
                                                     ======================               =======================
             TOTAL COMMERCIAL MORTGAGE ASSETS        $  387,556  $   7,974      8.23 %      $  347,585 $   7,811      8.99
                                                     ======================               =======================

                       BORROWINGS
     Warehouse line agreements                       $   16,752  $     261      6.23 %      $  273,158 $   4,597      6.73 %
     CMO borrowings                                     279,745      5,125      7.33             4,221        69      6.54
     Reverse repurchase agreements                        4,560         71      6.23             7,605       119      6.26
                                                     ======================               =======================
             TOTAL BORROWINGS                        $  301,057  $   5,457      7.25        $  284,984 $   4,785      6.72
                                                     ======================               =======================

          NET INTEREST SPREAD                                                   0.98 %                                2.27 %
          NET INTEREST MARGIN                                                   2.60 %                                3.48 %
</TABLE>

     Interest income on Commercial Mortgage Assets: Interest income on
     Commercial Mortgages held-for-investment decreased to $232,000 during
     the three months ended June 30, 1999 as compared to $3.4 million
     during the three months ended June 30, 1998 as average Commercial
     Mortgages held-for-investment decreased to $10.8 million as compared
     to $164.5 million, respectively. The decrease in average Commercial
     Mortgages held-for-investment was the result of the Long-Term
     Investment Operations issuing its first CMO securitization of
     commercial mortgage loans in August of 1998. The weighted-average
     yield on Commercial Mortgages held-for-investment increased to 8.60%
     during the three months ended June 30, 1999 as compared to 8.36% for
     the three months ended June 30, 1998. The increase in the
     weighted-average yield during the three months ended June 30, 1999 was
     due to the reclass of lower yielding ConduitExpress loans to CMO
     collateral in August of 1998.

     Interest income on finance receivables was eliminated during the three
     months ended June 30, 1999 as a result of the consolidation of ICCC's
     financial statements and the elimination of the warehouse agreement
     between ICCC and ICH in the consolidated financial statements. For the
     three months ended June 30, 1999, ICCC's mortgage loans held-for-sale
     appear as a single line item on the consolidated financial statements
     of ICH. In previous periods' presentation, mortgage loans
     held-for-sale appear as finance receivables on ICH's balance sheet.
     For comparative purposes, the average loans held-for-sale decreased to
     $31.8 million during the three months ended June 30, 1999 as compared
     to $149.8 million of finance receivables for the three months ended
     June 30, 1998. The decrease in outstanding balances was attributable
     to the decrease in commercial mortgage originations during the three
     months ended June 30, 1999 as compared to the same period in 1998.

     Interest income on CMO collateral increased to $6.2 million during the
     three months ended June 30, 1999 as compared to $157,000 for the three
     months ended June 30, 1998 as average CMO collateral increased to
     $319.7 million as compared to $4.3 million, respectively. Average CMO
     collateral increased as the Long-Term Investment Operations issued
     CMOs totaling $291.0 million, which were collateralized by $320.9
     million in Commercial Mortgages, between June 30, 1998 and June 30,
     1999. The weighted-average yield on CMO collateral was 7.72% during
     the three months ended June 30, 1999 as compared to 14.48% for the
     three months ended June 30, 1998.

     Interest income on investment securities available-for-sale decreased
     to $940,000 during the three months ended June 30, 1999 as compared to
     $1.1 million for the three months ended June 30, 1998 as average
     investment securities available-for-sale, exclusive of securities
     valuation allowance, decreased to $25.2 million as compared to $28.9
     million, respectively. The weighted-average yield on investment
     securities available-for-sale increased to 14.90% during the three
     months ended June 30, 1999 as compared to 14.51% for the three months
     ended June 30, 1998.

     Interest expense on borrowings: Interest expense on warehouse lines
     used to fund finance receivables or mortgage loans held-for-sale
     decreased to $261,000 during the three month ended June 30, 1999 as
     compared to $4.6 million for the three months ended June 30, 1998. The
     average balance of warehouse lines decreased to $16.8 million during
     the three months ended June 30, 1999 as compared to $273.2 million for
     the three months ended June 30, 1998. The decrease in warehouse line
     borrowings was a direct result of decreased originations at ICCC. The
     weighted-average yield of warehouse lines decreased to 6.23% during
     the three months ended June 30, 1999 as compared to 6.73% for the
     three months ended June 30, 1998.

     Interest expense on CMO borrowings increased to $5.1 million during
     the three months ended June 30, 1999 as compared to $69,000 for the
     three months ended June 30, 1998 as average borrowings on CMO
     collateral increased to $279.7 million as compared to $4.2 million,
     respectively. Average CMO borrowings increased as the Long-Term
     Investment Operations issued CMOs totaling $291.0 million during the
     period between June 30, 1998 and June 30, 1999. The weighted-average
     yield of CMO borrowings was 7.33% during the three months ended June
     30, 1999 as compared to 6.54% for the three months ended June 30,
     1998.

     The Company also uses CMBSs as collateral to borrow under reverse
     repurchase agreements to fund the purchase of CMBSs and to act as an
     additional source of liquidity for the Company's operations. Interest
     expense on these reverse repurchase agreements decreased to $71,000
     during the three months ended June 30, 1999 as compared to $119,000
     for the three months ended June 30, 1998. The average balance on these
     reverse repurchase agreements decreased to $4.6 million during the
     three months ended June 30, 1999 as compared to $7.6 million for the
     three months ended June 30, 1998. The weighted-average yield of these
     reverse repurchase agreements was 6.23% during the three months ended
     June 30, 1999 as compared to 6.26% during the three months ended June
     30, 1998.

     Total non-interest expense increased to $2.3 million for the three
     months ended June 30, 1999 as compared to $792,000 for the same period
     in the previous year. Non-interest expense increased primarily as a
     result of the consolidation of ICCC's operating expenses for the three
     months ended June 30, 1999 as compared to the same period in 1998 when
     ICCC's operations were accounted for under the equity method and
     appear in the Equity in net loss of ICCC. See Note 1. Basis of
     Financial Statement Presentation.

     Management advisory fees decreased to none during the three months
     ended June 30, 1999 as compared to $217,000 for the same period of
     1998. Management advisory fees are only paid when the Company has
     excess taxable income over a certain benchmark, which was not achieved
     during the quarter.

     CREDIT EXPOSURES

     The Company did not record a provision for loan loss during the three
     months ended June 30, 1999 as compared to $69,000 recorded during the
     second quarter of 1998. At June 30, 1999 and December 31, 1998, the
     Company's allowance for loan losses expressed as a percentage of
     Commercial Mortgages held-for-investment, CMO collateral and Finance
     Receivables (collectively "Gross Loan Receivables") was 0.40% and
     0.54%, respectively. The loan delinquency rate expressed as a
     percentage of Gross Loan Receivables which were 30 or more days past
     due was 0.50% at June 30, 1999 as compared to 2.00% at March 31, 1998
     and 1.14% at December 31, 1998. The allowance for loan losses is
     determined primarily on the basis of management's judgment of net loss
     potential, including specific allowances for any known impaired loans,
     changes in the nature and volume of the portfolio, value of the
     collateral and current economic conditions that may affect the
     borrowers' ability to pay. In addition, the Company recorded a
     provision for repurchases of $47,000 during the three months ended
     June 30, 1999 as compared to none during the second quarter of 1998.
     As a result, the Company's allowance for repurchases increased to
     $395,000 as of June 30, 1999. The allowance for repurchases is based
     upon a percentage of total loan sales, which totaled $192.7 million as
     of June 30, 1999. Management expects to maintain an allowance for
     repurchases, expressed as a percentage of loans sold in future
     periods.



     RESULTS OF OPERATIONS; IMPAC COMMERCIAL HOLDINGS, INC.
     SIX MONTHS ENDED JUNE 30, 1999 AS COMPARED TO SIX MONTHS
     ENDED JUNE 30, 1998

     NET EARNINGS

     The Company recorded net earnings available to common stockholders of
     $479,000, or $0.06 basic and diluted earnings per common share, for
     the six months ended June 30, 1999 as compared to net earnings of $4.8
     million, or $0.60 basic and diluted earnings per common share, for the
     six months ended June 30, 1998. The decrease in net earnings for the
     six months ended June 30, 1999 was primarily the result of decrease in
     net interest income and an increase in non-interest expense.

     NET INTEREST INCOME

     Net interest income decreased 25% to $5.0 million during the six
     months ended June 30, 1999 as compared to $6.7 million during the six
     months ended June 30, 1998. The decrease in net interest income was
     primarily the result of higher borrowing costs associated with the
     issuance of the Company's first commercial mortgage backed CMO. While
     the CMO borrowing costs were higher than traditional warehouse
     borrowings, they are deemed to be permanent financing for the
     investment in these loans. The net interest spread on Commercial
     Mortgage Assets decreased to 0.92% during the six months ended June
     30, 1999 as compared to 2.48% for the six months ended June 30, 1998.
     The decrease in net interest spread on Commercial Mortgage Assets was
     primarily due to a decrease in CMO collateral yields as compared to
     finance receivables and increased borrowing costs associated with the
     issuance of fixed-rate CMO borrowings as compared to variable-rate
     short-term warehouse borrowings.

     The following table summarizes average balance, interest and
     weighted-average yield on Commercial Mortgage Assets and borrowings
     for the six months ended June 30, 1999 and 1998 and includes interest
     income on Commercial Mortgage Assets and interest expense related to
     borrowings on Commercial Mortgage Assets only (dollars in thousands):

<TABLE>
<CAPTION>
                                                             FOR THE SIX MONTHS                   FOR THE SIX MONTHS
                                                            ENDED JUNE 30, 1999                   ENDED JUNE 30, 1998
                                                     -----------------------------------  ------------------------------------
                                                      AVERAGE                WEIGHTED       AVERAGE                WEIGHTED
                                                      BALANCE    INTEREST   AVG YIELD       BALANCE    INTEREST   AVG YIELD
                                                     -----------------------------------  ------------------------------------
               COMMERCIAL MORTGAGE ASSETS
<S>                                                  <C>         <C>           <C>          <C>        <C>           <C>
     Investment and residual securities              $   25,480  $   1,892     14.85 %      $   29,083 $   2,171     14.93 %
     LOAN RECEIVABLES:
        Commercial Mortgages held-for-investment         13,950        617      8.85           112,608     4,763      8.46
        Commercial Mortgages held-for-sale               39,623      1,565      7.90                --        --        --
        CMO collateral                                  323,042     12,527      7.76             4,251       227     10.68
        Finance receivables                                  --         --        --           134,849     5,688      8.44
                                                     ----------------------               -----------------------
           Total Loan Receivables                       376,615     14,709      7.81           251,708    10,678      8.48
                                                     ======================               =======================
             TOTAL COMMERCIAL MORTGAGE ASSETS        $  402,095  $  16,601      8.26 %      $  280,791 $  12,849      9.15
                                                     ======================               =======================

                       BORROWINGS
     Warehouse line agreements                       $   32,591  $   1,015      6.23 %      $  202,229 $   6,775      6.70 %
     CMO borrowings                                     281,687     10,540      7.48             4,154       135      6.50
     Reverse repurchase agreements                        4,663        144      6.18             8,490       260      6.13
                                                     ======================               =======================
             TOTAL BORROWINGS                        $  318,941  $  11,699      7.34        $  214,874 $   7,170      6.67
                                                     ======================               =======================

          NET INTEREST SPREAD                                                   0.92 %                                2.48 %
          NET INTEREST MARGIN                                                   2.44 %                                4.05 %
</TABLE>

     Interest income on Commercial Mortgage Assets: Interest income on
     Commercial Mortgages held-for-investment decreased to $617,000 during
     the six months ended June 30, 1999 as compared to $4.8 million during
     the six months ended June 30, 1998 as average Commercial Mortgages
     held-for-investment decreased to $14.0 million as compared to $112.6
     million, respectively. The decrease in average Commercial Mortgages
     held-for-investment was the result of the Long-Term Investment
     Operations issuing its first CMO securitization of commercial mortgage
     loans in August of 1998. The weighted-average yield on Commercial
     Mortgages held-for-investment increased to 8.85% during the six months
     ended June 30, 1999 as compared to 8.46% during the same period of
     1998. The increase in the weighted-average yield during the six months
     ended June 30, 1999 was due to the acquisition of higher yielding
     ConduitExpress loans.

     Interest income on finance receivables was eliminated during the six
     months ended June 30, 1999 as a result of the consolidation of ICCC's
     financial statements and the elimination of the warehouse agreement
     between ICCC and ICH in the consolidated financial statements. For the
     six months ended June 30, 1999, ICCC's mortgage loans held-for-sale
     appear as a single line item on the consolidated financial statements
     of ICH. In previous periods' presentation, mortgage loans
     held-for-sale appear as finance receivables on ICH's balance sheet.
     For comparative purposes, the average loans held-for-sale decreased to
     $39.6 million during the six months ended June 30, 1999 as compared to
     $134.8 million of finance receivables during the six months ended June
     30, 1998. The decrease in outstanding balances was attributable to the
     decrease in commercial mortgage originations during the six months
     ended June 30, 1999 as compared to the same period in 1998.

     Interest income on CMO collateral increased to $12.5 million during
     the six months ended June 30, 1999 as compared to $227,000 during the
     six months ended June 30, 1998 as average CMO collateral increased to
     $323.0 million as compared to $4.3 million, respectively. Average CMO
     collateral increased as the Long-Term Investment Operations issued
     CMOs totaling $291.0 million, which were collateralized by $320.9
     million in Commercial Mortgages, between June 30, 1998 and June 30,
     1999. The weighted-average yield on CMO collateral was 7.76% during
     the six months ended June 30, 1999 as compared to 10.68% during the
     same period in 1998.

     Interest income on investment securities available-for-sale decreased
     to $1.9 million during the six months ended June 30, 1999 as compared
     to $2.2 million during the six months ended June 30, 1998 as average
     investment securities available-for-sale, exclusive of securities
     valuation allowance, decreased to $25.5 million as compared to $29.1
     million, respectively. The weighted-average yield on investment
     securities available-for-sale decreased to 14.85% during the six
     months ended June 30, 1999 as compared to 14.93% during the six months
     ended June 30, 1998.

     Interest expense on borrowings: Interest expense on warehouse lines
     used to fund finance receivables or mortgage loans held-for-sale
     decreased to $1.0 million during the six months ended June 30, 1999 as
     compared to $6.8 million during the six months ended June 30, 1998.
     The average balance of warehouse lines decreased to $32.6 million
     during the six months ended June 30, 1999 as compared to $202.2
     million during the six months ended June 30, 1998. The decrease in
     warehouse line borrowings was a direct result of the decreased
     originations at ICCC. The weighted-average yield of warehouse lines
     decreased to 6.23% during the six months ended June 30, 1999 as
     compared to 6.70% during the six months ended June 30, 1998.

     Interest expense on CMO borrowings increased to $10.5 million during
     the six months ended June 30, 1999 as compared to $135,000 during the
     six months ended June 30, 1998 as average borrowings on CMO collateral
     increased to $281.7 million as compared to $4.2 million, respectively.
     Average CMO borrowings increased as the Long-Term Investment
     Operations issued CMOs totaling $291.0 million during the period
     between June 30, 1998 and June 30, 1999. The weighted-average yield of
     CMO borrowings was 7.48% during the six months ended June 30, 1999 as
     compared to 6.50% during the same period in 1998.

     The Company also uses CMBSs as collateral to borrow under reverse
     repurchase agreements to fund the purchase of CMBSs and to act as an
     additional source of liquidity for the Company's operations. Interest
     expense on these reverse repurchase agreements decreased to $144,000
     during the six months ended June 30, 1999 as compared to $260,000
     during the six months ended June 30, 1998. The average balance on
     these reverse repurchase agreements decreased to $4.7 million during
     the six months ended June 30, 1999 as compared to $8.5 million during
     the six months ended June 30, 1998. The weighted-average yield of
     these reverse repurchase agreements was 6.18% during the six months
     ended June 30, 1999 as compared to 6.13% during the six months ended
     June 30, 1998.

     Total non-interest expense increased to $4.6 million for the six
     months ended June 30, 1999 as compared to $1.3 million for the same
     period in the previous year. Non-interest expense increased primarily
     as a result of the consolidation of ICCC's operating expenses for the
     three months ended June 30, 1999 as compared to the same period in
     1998 when ICCC's operations were accounted for under the equity method
     and appear in the Equity in net loss of ICCC. See Note 1. Basis of
     Financial Statement Presentation.

     Management advisory fees decreased to none during the six months ended
     June 30, 1999 as compared to $379,000 for the same period of 1998.
     Management advisory fees are only paid when the Company has excess
     taxable income over a certain benchmark, which was not achieved during
     the six months ended June 30, 1999.

     CREDIT EXPOSURES

     The Company did not record a provision for loan loss during the six
     months ended June 30, 1999 as compared to $118,000 recorded during the
     six months ended June 30, 1998. In addition, recorded a provision for
     repurchases of $47,000 during the six months ended June 30, 1999 as
     compared to none during the same period in 1998.

     LIQUIDITY AND CAPITAL RESOURCES

     Overview. The Company's business operations are primarily funded from
     monthly interest and principal payments from its Commercial Mortgage
     and CMBS portfolios, warehouse line and reverse repurchase agreements
     secured by Commercial Mortgages and CMBS, CMO financing, proceeds from
     the sale of Commercial Mortgages, and proceeds from the issuance of
     common stock. The acquisition of Commercial Mortgages and CMBS by the
     Long-Term Investment Operations are primarily funded from monthly
     principal and interest payments, warehouse and reverse repurchase
     agreements, CMO financing, and proceeds from the sale of common stock.
     The acquisition of Commercial Mortgages by the Conduit Operations are
     funded from reverse repurchase agreements and the sale of Commercial
     Mortgages. The Company's ability to meet its long-term liquidity
     requirements is subject to the renewal of its credit and repurchase
     facilities and/or obtaining other sources of financing, including
     additional debt or equity from time to time. Any decision by the
     Company's lenders and/or investors to make additional funds available
     to the Company in the future will depend upon a number of factors,
     such as the Company's compliance with the terms of its existing credit
     arrangements, the Company's financial performance, industry and market
     trends in the Company's various businesses, the general availability
     of and rates applicable to financing and investments, such lenders'
     and/or investors' own resources and policies concerning loans and
     investments, and the relative attractiveness of alternative investment
     or lending opportunities.

     Long-Term Investment Operations: During 1999, the Company's warehouse
     lenders did not renew their warehouse facilities with the Company upon
     expiration in February and May of 1999. Without any new warehouse line
     agreements, the Company has no credit facility to fund its mortgage
     loans. Any future originations after would have to be brokered or
     table funded with another lender until such time as the Company was
     successful in obtaining another credit facility. In May 1999, the
     Company entered into a $13.5 million term loan agreement to refinance
     the remaining balance on the expired warehouse line. As of June 30,
     1999, the amount outstanding under this agreement was $13.5 million.
     ICH has also entered into reverse repurchase agreements whereby ICH
     pledges specific CMBSs as collateral to secure short-term loans. The
     interest rates on the borrowings are based on the one-month LIBOR plus
     a margin depending on the type of collateral. As of June 30, 1999,
     amounts outstanding on the reverse repurchase agreements were $4.5
     million.

     The Long-Term Investment Operations uses CMO borrowings to finance
     Commercial Mortgages as a means of eliminating certain risks
     associated with warehouse line and reverse repurchase agreements (such
     as the potential need for deposits of additional collateral) that are
     not present with CMO borrowings. Terms of the CMO borrowings require
     that an independent third party custodian hold the mortgages. The
     maturity of each class is directly affected by the rate of principal
     prepayments on the related collateral. Equity in the CMOs is
     established at the time the CMOs are issued at levels sufficient to
     achieve desired credit ratings on the securities from rating agencies.
     The amount of equity invested in CMOs by the Long-Term Investment
     Operations is also determined by the Company based upon the
     anticipated return on equity as compared to the estimated proceeds
     from additional debt issuance. Total credit loss exposure is limited
     to the equity invested in the CMOs at any point in time. At June 30,
     1999, the Long-Term Investment Operations had $277.8 million of CMO
     borrowings used to finance $317.3 million of CMO collateral.

     CONDUIT OPERATIONS: On March 31, 1999, the Company repurchased all of
     the outstanding common shares of ICCC making it a wholly-owned
     subsidiary of ICH. As a result of this transaction, the ICCC warehouse
     line with ICH which provides up to an aggregate of $900.0 million to
     finance ICCC's originations, is eliminated through the consolidation
     of the financial statements of ICH and ICCC. See Note 1. Basis of
     Financial Statement Presentation.

     CASH FLOWS

     Operating Activities - During the six months ended June 30, 1999, net
     cash provided by operating activities was $25.2 million. Net cash
     operating activities was primarily the result of the sale of mortgage
     loans held-for-sale and the decrease of due from affiliates balances.

     Investing Activities - During the six months ended June 30, 1999, net
     cash provided by investing activities was $15.6 million. Net cash
     provided by investing activities was primarily the result of the sale
     of mortgage loans held-for-investment and paydowns on the mortgage
     loans held-for-investment partially offset by construction costs of
     Dove Street building.

     Financing Activities - During the six months ended June 30, 1999, net
     cash used in financing activities was $33.1 million. Net cash used in
     financing activities was primarily the result of a decrease in
     warehouse line borrowings and paydown on CMO borrowings offset by the
     issuance of preferred stock.

     INFLATION

     The Financial Statements and Notes thereto presented herein have been
     prepared in accordance with GAAP, which requires the measurement of
     financial position and operating results in terms of historical
     dollars without considering the changes in the relative purchasing
     power of money over time due to inflation. The impact of inflation is
     reflected in the increased costs of the Company's operations. Unlike
     industrial companies, nearly all of the assets and liabilities of the
     Company's operations are monetary in nature. As a result, interest
     rates have a greater impact on the Company's operations' performance
     than do the effects of general levels of inflation. Inflation affects
     the Company's operations primarily through its effect on interest
     rates, since interest rates normally increase during periods of high
     inflation and decrease during periods of low inflation. During periods
     of increasing interest rates, demand for mortgage loans and a
     borrowers' ability to qualify for mortgage financing in a purchase
     transaction may be adversely affected. During periods of decreasing
     interest rates, borrowers may prepay their mortgages, which in turn
     may adversely affect the Company's yield and consequently the value of
     its portfolio of Mortgage Assets.


     YEAR 2000 COMPLIANCE

     PROJECT STATUS

     The Company's Year 2000 project was approximately 90% complete as of
     July 31, 1999. The Company contracted with an outside vendor to
     provide coordination, support, testing and implementation in regards
     to Year 2000 compliance of hardware and software systems, both on an
     information technology ("IT") and non-IT level.

     The Company's in-house IT department has taken over the project from
     its outside vendors during the second quarter of 1999. The Company's
     primary IT systems include loan servicing, loan tracking, master
     servicing and accounting and reporting. The Company has obtained
     information and the published plan in regards of Year 2000 compliance
     from the loan servicing systems' outside vendor. The Company's IT
     department will continue to monitor our vendor's progress on Year 2000
     compliance. The loan tracking system is currently in compliance with
     Year 2000. The master servicing system was tested and the Company
     believes that this system is Year 2000 compliant. The accounting and
     reporting system is currently Year 2000 compliant. The Company's
     non-IT systems include its file servers, network systems, workstations
     and communication systems are Year 2000 compliant. As of June 30,
     1999, the upgrade of the Company's communication systems has been
     completed. Testing on all other in-house hardware has been completed
     as of June 30, 1999.

     The Year 2000 project is divided into two primary phases as follows:
     (1) define scope of project and identify all IT and non-IT systems,
     and (2) testing of existing systems and implementation of new systems,
     if required. The outside contractor on the Year 2000 project submits
     monthly status reports to the Company's IT manager and communicates
     with the IT department on a daily basis. The progress of the Company's
     Year 2000 project is monitored by the Company's IT manager through
     monthly status reports and reviews.

     PHASE I - DEFINE SCOPE OF PROJECT

     This phase primarily included the inventorying of Year 2000 items,
     contacting outside vendors, including reviewing contractual terms and
     conditions, reviewing internal software for compliance and determining
     costs to complete the project. As of the end of October 1998, Phase I
     of the project had been completed. Phase I of the project also
     included the testing and implementation or upgrade of non-IT systems.

     PHASE II - TESTING OF SYSTEMS

     This phase of the Year 2000 project can be divided into four separate
     processes as follows: (1) Compliance Questionnaires, (2) Hardware
     Certification Information, (3) Software/Data Testing, and (4) Hardware
     Testing.

     Compliance Questionnaires and Hardware Certification Information. As
     of July 31, 1999, these portions of Phase II were complete.

     Software/Data Testing. The remaining tasks within this process
     included analyzing a list of software being used, testing all software
     programs, testing all data from incoming sources, and testing all
     outgoing data processes and reporting. As of July 31, 1999, this
     portion of Phase II was completed.

     Hardware Testing. The Company has completed all testing and is
     compliant with all internal Year 2000 hardware issues.

     COSTS

     The total cost associated with required modifications or installations
     to become Year 2000 compliant is not expected to be material to the
     Company's financial condition. The estimated cost of the project is
     expected to be approximately $500,000, of which approximately $108,000
     of the cost will be paid by ICH. The total estimate of the project
     includes the cost to upgrade the Company's communications system,
     which was $140,000. As of July 31, 1999, the Company had paid $273,000
     to the outside vendor for completed work on the project. The majority
     of the Company's estimated cost for the Year 2000 compliance has been
     or will be spent on software upgrades and writing new program code on
     existing proprietary software. Since most of the Company's hardware
     has been purchased within the last two years, the cost of replacing
     hardware will be minimal.

     RISKS

     The Company does not anticipate any material disruption of its
     operations as a result of any failure by the Company to be compliant.
     However, there can be no assurance that there will not be a delay in,
     or increased costs associated with, the need to address the Year 2000
     issue. The Company also relies, directly and indirectly, on other
     businesses such as third party service providers, creditors and
     financial organizations and governmental entities. Even if the
     Company's computer systems are not materially adversely affected by
     the Year 2000 issue, the Company's business and operations could be
     materially adversely affected by disruptions in the operations of the
     enterprises with which the Company interacts.

     CONTINGENCY PLANS

     The Company believes its Year 2000 compliance process should enable it
     to be successful in modifying its computer systems to be Year 2000
     compliant. Acceptance testing and sign-off is 90% complete with
     respect to the Company's in-house systems. In addition to Year 2000
     compliance system modification plans, the Company has also developed
     contingency plans for all other systems classified as critical and
     high risk. These contingency plans provide timetables to pursue
     various alternatives based upon the failure of a system to be
     adequately modified and/or sufficiently tested and validated to ensure
     Year 2000 compliance. However, there can be no assurance that either
     the compliance process or contingency plans will avoid partial or
     total system interruptions or the costs necessary to update hardware
     and software would not have a material adverse effect upon the
     Company's financial condition, results of operations, business or
     business prospects.


     ITEM 3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Securitizations/Sales - Hedging Interest Rate Risk. The most
     significant variable in the determination of gain on sale in a
     securitization is the spread between the weighted average coupon on
     the securitized loans and the pass-through interest rate. In the
     interim period between loan origination or purchase and securitization
     or sale of such loans, the Company is exposed to interest rate risk.
     The majority of loans are securitized or sold within 90 days of
     origination of purchase. However, a portion of the loans are
     held-for-sale or securitization for as long as 12 months (or longer,
     in very limited circumstances) prior to securitization or sale. If
     interest rates rise during the period that the mortgage loans are
     held, in the case of a securitization, the spread between the weighted
     average interest rate on the loans to be securitized and the
     pass-through interest rates on the securities to be sold (the latter
     having increased as a result of market rate movements) would narrow.
     Upon securitization or sale, this would result in a reduction of the
     Company's related gain on sale. During the six months ended June 30,
     1999 and June 30, 1998 the Company realized a net hedge gain of $2.6
     million and a net hedge gain of $628,000, respectively.

     Interest-Only Strips. The Company had interest-only strips of $10.0
     million and $10.6 million outstanding at June 30, 1999 and December
     31, 1998, respectively. These instruments are carried at market value
     at June 30, 1999 and December 31, 1998. The Company values these
     assets based on the present value of future cash flow streams net of
     expenses using various assumptions.

     These assets are subject to risk of accelerated mortgage prepayment or
     losses in excess of assumptions used in valuation. Ultimate cash flows
     realized from these assets would be reduced should prepayments or
     losses exceed assumptions used in the valuation. Conversely, cash
     flows realized would be greater should prepayments or losses be below
     expectations.


                         PART II. OTHER INFORMATION

     ITEM 1: LEGAL PROCEEDINGS

     The Company is not a party to any material legal proceedings.

     ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

     Not applicable.

     ITEM 3: DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

     ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     None.

     ITEM 5: OTHER INFORMATION

     The Company has entered into an Agreement and Plan of Merger, dated as
     of August 4, 1999 (the "Merger Agreement"), with AMRESCO Capital Trust
     ("AMCT"). Pursuant to the Merger Agreement, the Company will be merged
     with and into AMCT, with AMCT as the surviving entity (the "Merger"),
     and each outstanding share of common stock of the Company will be
     converted into 0.66094 of a common share of AMCT. Also, pursuant to
     the Merger Agreement, the holder of the outstanding shares of Series B
     e Preferred Stoche will convert all of such shares into 1,683,635
     shares of common stock of the Company or, if such conversion does not
     occur prior to the effective time of the Merger, all of the shares of
     the Series B Preferred Stock will be converted into 1,112,782 common
     shares of AMCT. The transactions contemplated by the Merger Agreement
     are subject to approval by the shareholders of the Company and AMCT.

     A copy of the Merger Agreement is attached as an exhibit to this
     Report.

     ITEM 6: EXHIBITS AND REPORTS ON FORM 8-K.

     (a)  Exhibits:

     2.   Merger Agreement
     21.  Subsidiaries
     27.  Financial Data Schedule


     (b)  Reports on Form 8-K:

     (i)  Current Report on Form 8-K/A, dated May 5, 1999, filed May 5,
          1999, reporting on Items 5 and 7, relating to the amendment of
          the Registrant's Rights Agreement and Stock Repurchase Plan.

     (ii) Current Report on Form 8-K, dated May 5, 1999, filed May 20,
          1999, reporting on Items 1, 5 and 7, relating to a stock purchase
          agreement to issue Fortress Partners, L.P. approximately $12.0
          million of Series B Convertible Preferred Stock, announce the
          resignation of all current directors except for Messrs. Tomkinson
          and Filipps and the recommendation to elect Messrs. Edens,
          Kauffman and Mahowald Filipps to the Board of Directors and
          announce FIC's assumption of management responsibility for the
          Registrant.

    (iii) Current Report on Form 8-K, dated August 5, 1999, filed August
          13, 1999, announcing the signing of the Agreement and Plan of
          Merger between the Company and AMRESCO Capital Trust described in
          Part II, Item 5.




                                 SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


IMPAC COMMERCIAL HOLDINGS, INC.



By:  /s/ Randal A. Nardone
Randal A. Nardone
Secretary
Date: August 16, 1999