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 March 31, 1998 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.)

             20371 Irvine Avenue
        Santa Ana Heights, California                    92707
  (Address of Principal Executive Offices)             (Zip Code)


   Registrant's telephone number, including area code: (714) 556-0122

    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 May 11, 1998,  the  aggregate  market value of the voting stock held by
non-affiliates of the registrant was approximately  $98.4 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 and Class A Common Stock  outstanding as of
May 11, 1998 was 7,344,789 and 674,211, respectively.



            Documents incorporated by reference: None


<PAGE>
<TABLE>
                           IMPAC COMMERCIAL HOLDINGS, INC.

                           1998 FORM 10-Q QUARTERLY REPORT

                                 TABLE OF CONTENTS



                          PART I. FINANCIAL INFORMATION

    Item 1    CONSOLIDATED FINANCIAL STATEMENTS - IMPAC COMMERCIAL 


<S>                                                                                                           <C>  
                                                                                                               Page #
                                                                                                               ------
             HOLDINGS, INC.

             Consolidated Balance Sheets, March 31, 1998 and December 31, 1997                                      3

             Consolidated Statements of Operations, Three-Months Ended March 31, 1998 and
             For the Period from January 15, 1997 (commencement of operations) through March 31, 1997               4

             Consolidated Statements of Cash Flows, Three-Months Ended March 31,
              1998 and For the period from January 15, 1997
              (commencement of operations) through March 31, 1997                                                   5

             Selected Notes to Consolidated Financial Statements                                                    6

   Item 2    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
             RESULTS OF OPERATIONS                                                                                 11

   Item 3    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                            15

                           PART II. OTHER INFORMATION

   Item 1    LEGAL PROCEEDINGS                                                                                     15

  Item 2-3   NOT APPLICABLE                                                                                        15

   Item 4    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                   15

   Item 5    OTHER INFORMATION                                                                                     15

   Item 6    EXHIBITS AND REPORTS ON FORM 8-K                                                                      15

             SIGNATURES                                                                                            16






</TABLE>


<PAGE>
<TABLE>


                                           PART I. FINANCIAL INFORMATION

ITEM 1. CONSOLIDATED FINANCIAL STATEMENTS

                 IMPAC COMMERCIAL HOLDINGS, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                  (dollars in thousands, except per share data)
    
<CAPTION>

                                                                                           March 31, 1998     December 31, 1997
                                                                                         ------------------ --------------------

<S>                                                                                     <C>                <C>
                                         ASSETS
Cash and cash equivalents............................................................... $          22,962  $            15,908
Investment securities available-for-sale................................................            18,229               19,353
Residual interest in securitizations, held-for-trading..................................            10,202                9,936
Loan receivables:
     Finance receivables................................................................           205,545               95,711
     Commercial Mortgages held-for-investment...........................................            57,861               62,790
     CMO collateral.....................................................................             4,018                4,255
     Allowance for loan losses..........................................................              (612)                (564)
                                                                                         ------------------ --------------------
          Net loan receivables..........................................................           266,812              162,192
Due from affiliates.....................................................................            27,876                1,592
Premises and equipment, net.............................................................             3,876                3,857
Investment in Impac Commercial Capital Corporation......................................             3,728                4,182
Accrued interest receivable.............................................................             1,667                1,361
Other assets............................................................................               437                  458
                                                                                         ------------------ --------------------
                                                                                         $         355,789  $           218,839
                                                                                         ================== ====================

                          LIABILITIES AND STOCKHOLDERS' EQUITY
Warehouse line agreements............................................................... $         229,762  $            90,374
Reverse repurchase agreements...........................................................             9,447                9,841
Due to affiliates.......................................................................             7,369                8,067
CMO borrowings..........................................................................             3,946                4,176
Other liabilities.......................................................................               276                3,139
                                                                                         ------------------ --------------------
          Total liabilities.............................................................           250,800              115,597
                                                                                         ------------------ --------------------

Stockholders' Equity:
   Preferred Stock; $.01 par value; 6,000,000 shares authorized; no shares
    issued and outstanding at March 31, 1998  (unaudited) and December 31, 1997                         --                   --
   Convertible Class A Preferred Stock; $.01 par value;  4,000,000 shares                         
    authorized; no shares issued and outstanding at March 31, 1998 (unaudited)
    and December 31, 1997                                                                               --                   --
   Common Stock; $.01 par value; 46,000,000 shares authorized; 7,344,789 shares
    issued and outstanding at March 31, 1998 (unaudited) and December 31, 1997                          73                   73
   Class A Common Stock; $.01 par value; 4,000,000 shares authorized; 674,211
    shares issued and outstanding at March 31, 1998 (unaudited) and December 31,                       
    1997                                                                                                 7                    7
   Additional paid-in-capital..........................................................            104,761              104,761
   Investment securities valuation allowance...........................................               (590)                (160)
   Cumulative dividends declared.......................................................             (4,250)              (4,250)
   Retained earnings...................................................................              4,988                2,811
                                                                                         ------------------ --------------------
          Total stockholders' equity...................................................            104,989              103,242
                                                                                         ------------------ --------------------
Subsequent events
                                                                                         $         355,789  $           218,839
                                                                                         ================== ====================

              See  accompanying  notes  to  consolidated  financial statements.

</TABLE>
<PAGE>

                 IMPAC COMMERCIAL HOLDINGS, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
             (dollars in thousands, except earnings per share data)

<TABLE>
<CAPTION>

                                                                                                           For the period from
                                                                                                            January 15, 1997
                                                                                      For the Three         (commencement of
                                                                                      Months ended         operations) through
                                                                                     March 31, 1998          March 31, 1997
                                                                                 ---------------------- -----------------------

<S>                                                                             <C>                    <C>
Revenues:
   Interest income..............................................................$                 5,774  $                 366
   Equity in net loss of Impac Commercial Capital Corp..........................                   (454)                    --
   Rental and other income......................................................                    109                     --
                                                                                ------------------------ ----------------------
                                                                                                  5,429                    366
                                                                                ------------------------ ----------------------

Expenses:
   Interest expense on warehouse line and reverse repurchase agreements.........                  2,177                     --
   Interest expense on other borrowings.........................................                    539                    129
   Interest expense on borrowings from Impac Warehouse Lending Group............                     --                    150
   General and administrative and other.........................................                    190                      3
   Management advisory fees.....................................................                    162                     --
   Professional services........................................................                    136                     60
   Provision for loan losses....................................................                     48                     13
   Stock compensation expense...................................................                     --                  2,697
                                                                                ------------------------ ----------------------
                                                                                                  3,252                  3,052
                                                                                ------------------------ ----------------------
Net earnings (loss).............................................................$                 2,177   $             (2,686)
                                                                                ======================== ======================
Net earnings  per share--basic..................................................$                  0.27
                                                                                ========================
Net earnings  per share--diluted................................................$                  0.27
                                                                                ========================

                  See accompanying notes to consolidated financial statements.

</TABLE>

<PAGE>



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

<TABLE>
<CAPTION>

                                                                                                       For the period from
                                                                                                        January 15, 1997
                                                                               For the Three            (commencement of
                                                                                Months ended           operations) through
                                                                               March 31, 1998            March 31, 1997
                                                                          ------------------------- -----------------------
<S>                                                                       <C>                       <C>

Cash flows from operating activities:
   Net earnings (loss).................................................... $                 2,177    $              (2,686)
   Adjustments to reconcile net earnings (loss) to net cash
        provided by (used in) operating activities:
   Equity in net loss of Impac Commercial Capital Corporation.............                     454                       --
   Stock compensation expense.............................................                      --                    2,697
   Provision for loan losses..............................................                      48                       13
   Depreciation...........................................................                      49                       --
   Net change in accrued interest on receivables..........................                    (306)                    (128)
   Net change in other assets and liabilities.............................                     205                      109
   Net change in due from affiliates and due to affiliates................                 (26,982)                      --
                                                                          ------------------------- -----------------------

     Net cash provided by (used in) operating activities..................                 (24,355)                       5
                                                                          ------------------------- -----------------------

Cash flows from investing activities:
   Net change in Commercial Mortgages held-for-investment.................                   4,929                  (17,535)
   Net change in finance receivables......................................                (109,834)                      --
   Net change in CMO collateral...........................................                     237                       --
   Principal reductions on investment securities available-for-sale.......                     694                       --
   Purchase of residual interest in securitizations.......................                      --                  (10,098)
   Principal reductions on residual interest in securitizations...........                    (266)                      73
   Purchase of premises and equipment.....................................                     (68)                      --
                                                                          ------------------------- -----------------------

     Net cash used in investing activities................................                (104,308)                 (27,560)
                                                                          ------------------------- -----------------------

Cash flows from financing activities:
   Net change in warehouse line and reverse repurchase agreements.........                 138,994                   16,563
   Net change in other affiliated borrowings..............................                      --                      386
   Net change in CMO borrowings...........................................                    (230)                      --
   Issuance of Common Stock...............................................                      --                        6
   Issuance of promissory notes...........................................                      --                   15,000
   Dividends paid.........................................................                  (3,047)                      --
                                                                          ------------------------- -----------------------

     Net cash provided by financing activities............................                 135,717                   31,955
                                                                          ------------------------- -----------------------

Net change in cash and cash equivalents...................................                   7,054                    4,400
Cash and cash equivalents at beginning of period..........................                  15,908                       --
                                                                          ------------------------- -----------------------

Cash and cash equivalents at end of period................................ $                22,962    $               4,400
                                                                          ========================= =======================


Supplementary information:
   Interest paid.......................................................... $                 1,684    $                  --
Non-cash transactions:
   Increase in investment securities valuation allowance.................. $                   430    $                  --
   Conversion of promissory notes to ICH Preferred Stock..................                      --                   15,000



         See  accompanying  notes  to  consolidated  financial statements.
</TABLE>


<PAGE>


                                  IMPAC COMMERCIAL HOLDINGS, INC. and SUBSIDIARY
                                    Notes to Consolidated Financial Statements

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


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 period ended March 31, 1998
     are not necessarily  indicative of the results that may be expected for the
     year ending  December 31, 1998.  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, 1997.

     The  operations of ICH have been  presented in the  consolidated  financial
     statements  for the three  months  ended  March 31, 1998 and for the period
     from January 15, 1997  (commencement of operations)  through March 31, 1997
     and include  the  financial  results of ICH as a  stand-alone  entity,  the
     financial  results  of  ICH's  equity  interest  in net  loss  in ICCC as a
     stand-alone entity, subsequent to the contribution (the Contribution),  and
     the financial results of Dove.

     The Company is 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  records its investment in ICCC using the equity method.  Under
     this method,  original investments are recorded at cost and adjusted by the
     Company's  share of earnings or losses.  The results of  operations of ICCC
     are included in the results of operations for ICH as "Equity in net loss of
     ICCC." Gain or loss on the sale of loans or  securities  by ICCC to ICH are
     deferred  and  amortized  or  accreted  for  gain or loss on sale  over the
     estimated life of the loans or securities using the interest method.

     All  significant   intercompany   balances  and  transactions   with  ICH's
     consolidated subsidiary (Dove) have been eliminated in consolidation. Costs
     and expenses of Impac Mortgage Holdings,  Inc. (IMH) have been allocated to
     ICH in proportion to services provided, plus a 15% service charge.


2.    Summary of Business and Significant Accounting Policies

     ICH is a recently  formed  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,  which  generally
     allows the Company to pass through income to  stockholders  without payment
     of federal  income tax at the corporate  level.  IMH  capitalized  ICH with
     $15.0  million  in cash in March  1997.  As of March  31,  1998,  IMH owned
     719,789,  or 9.8%, of ICH Common Stock and 674,211 shares,  or 100%, of ICH
     non-voting Class A Common Stock.

<PAGE>
     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  Conduit  Operations,
     conducted by ICCC,  which  originates,  purchases and sells or  securitizes
     Commercial  Mortgages.  The Company's  Conduit  Operations  operates  three
     divisions: the ConduitExpress Division, CommercialExpress Division, and the
     CondoSelect  Division.  The Company also operates the Long-Term  Investment
     Operations which invests in mortgage loans and  mortgage-backed  securities
     (MBSs); to date, the Long-Term Investment Operations has invested primarily
     in  Commercial  Mortgages  and  mortgage-backed  securities  on  commercial
     properties (CMBSs).

     Long-Term Investment Operations

     The Long-Term Investment Operations invests in mortgage loans for long-term
     investment and mortgage  backed  securities.  Income is earned  principally
     from the net interest income received by the Company on the mortgage loans,
     mortgage-backed  securities held in its portfolio and finance  receivables.
     Purchases of mortgage  loans and  mortgage-backed  securities  are financed
     with a portion of the  Company's  capital,  as well as long-term  financing
     through  Collateralized  Mortgage  Obligations  (CMOs) and borrowings under
     warehouse line agreements and reverse repurchase  agreements.  To date, the
     Long-Term  Investment  Operations  have  invested  primarily in  Commercial
     Mortgages  and CMBSs.  ICCC  supports the  investment  objectives of ICH by
     selling  Commercial  Mortgages and CMBS to ICH at costs that are comparable
     to those available through investment  bankers and other third parties.  At
     March 31, 1998, the Company's mortgage loan and mortgage-backed  securities
     portfolio consisted of $205.5 million in finance receivables, $61.9 million
     in  Commercial  Mortgages  held-for-investment  and CMO  collateral,  $18.2
     million in CMBS, and $10.2 million in residual interest in  securitization.
     For the three  months  ended March 31, 1998 and for the period from January
     15, 1997 to December  31, 1997 (the  Commencement  Period),  the  Long-Term
     Investment   Operations   acquired   $2.3   million   and  $58.5   million,
     respectively, of adjustable rate Commercial Mortgages from ICCC.

     Conduit Operations

     The  Company's   Conduit   Operations   operates   three   divisions:  
     the   ConduitExpress   Division,   the CommercialExpress Division, and the
     CondoSelect Division.

       ConduitExpress  Division.  The Company's  ConduitExpress  Division offers
     Commercial  Mortgages with a principal balance ranging from $1.5 million to
     $10.0 million  through  specified  correspondents  such as savings and loan
     associations,  banks,  mortgage bankers and other mortgage  brokers.  These
     Commercial Mortgages are generally for projects more substantial than those
     funded by the  CommercialExpress  Division.  The ConduitExpress  Division's
     strategic focus is to be a low cost national  originator  through a network
     of Commercial  Mortgage  correspondents  which enables the Company to shift
     the  high  fixed  costs of  interfacing  with  the  property  owner to such
     correspondents.  The marketing strategy for the ConduitExpress  Division is
     designed to  accomplish  three  objectives:  (1)  attract a  geographically
     diverse   group  of   correspondent   loan   originators,   (2)   establish
     relationships  with such  correspondents  and  facilitate  their ability to
     offer  a  variety  of  Commercial   Mortgage   products   designed  by  the
     ConduitExpress   Division  and  (3)  purchase   Commercial   Mortgages  and
     securitize  or sell  such  mortgages  into the  secondary  market or to the
     Long-Term  Investment  Operations.  The ConduitExpress  Division originated
     $72.9  million and $159.2  million  during the three months ended March 31,
     1998 and the Commencement Period, respectively.

<PAGE>
       CommercialExpress   Division.  The  CommercialExpress   Division  markets
     Commercial  Mortgages  directly  to  property  owners  who seek  Commercial
     Mortgages  to purchase a building or refinance  an existing  mortgage.  The
     CommercialExpress Division offers smaller balance (ranging from $500,000 to
     $1.5 million)  adjustable  and fixed rate  Commercial  Mortgages to project
     owners or developers for smaller properties and projects than those offered
     by the ConduitExpress Division. The division utilizes short-term prepayment
     lock-outs and prepayment  penalties with these  Commercial  Mortgages which
     reduces the  Company's  exposure to interest  rate changes and enhances the
     profitability  of these  Commercial  Mortgages.  The  Commercial  Mortgages
     offered by the CommercialExpress Division generally utilizes non-negotiable
     loan  documents  and limited  scope third party  reports which provide more
     efficient   underwriting  and  closing.  The   CommercialExpress   Division
     originated  $48.6 million and $50.7  million  during the three months ended
     March 31, 1998 and the Commencement Period, respectively.

     CondoSelect Division. The CondoSelect Division markets Commercial Mortgages
     directly to developers  and project owners who have completed a condominium
     complex or are  converting an apartment  complex to a condominium  complex.
     This Division's  products allow  developers and project owners to structure
     flexible financing on qualified condominium  projects.  Typical uses of the
     program include financing the sale of individual units,  replacing existing
     matured loans or financing condominium  acquisitions.  Commercial Mortgages
     offered by the CondoSelect Division are typically adjustable rate mortgages
     with an  initial  balance  between  $3.0  million  and $10.0  million.  The
     CondoSelect  Division  originated $3.4 million and $23.6 million during the
     three   months   ended  March  31,  1998  and  the   Commencement   Period,
     respectively.

     Net Earnings per Share

     Effective  December 31, 1997,  the Company  adopted  Statement of Financial
     Accounting  Standards  No.  128,  "Earnings  per Share"  (SFAS  128).  This
     statement  replaces  the  previously  reported  primary  and fully  diluted
     earnings  per share  with basic and  diluted  earnings  per  share.  Unlike
     primary  earning per share,  basic  earnings per share excludes any diluted
     effects of stock options. Diluted earnings per share is very similar to the
     previously reported fully diluted earnings per share.

     Net  earnings  per share is computed on the basis of the  weighted  average
     number of shares and common equivalent  shares  outstanding for the period.
     Basic and dilutive earnings per share are approximately the same
     for each period presented.

                        (in thousands, except per share data)

<TABLE>
<CAPTION>

                                                                                         For the Three
                                                                                          Months ended
                                                                                         March 31, 1998
                                                                                ------------------------------
<S>                                                                             <C>

     Numerator:
          Numerator for basic earnings per share--
               Net earnings ....................................................  $                     2,177
                                                                                ------------------------------

     Denominator:
          Denominator for basic earnings per share--
             Weighted average number of common shares outstanding
               during the period................................................                        8,019
               Net effect of dilutive stock options.............................                           36
                                                                                ------------------------------

          Denominator for diluted earnings per share............................                        8,055
                                                                                ==============================

          Net earnings  per share--basic........................................  $                      0.27
                                                                                ==============================

          Net earnings per share--diluted.......................................  $                      0.27
                                                                                ==============================

</TABLE>

     3.    Investment in Impac Commercial Capital Corporation

     The Company records its investment in ICCC using the equity method. Certain
     officers and  directors of the Company and ICCC own all of the common stock
     of ICCC and are entitled to 5% of the earnings or loss of ICCC. The Company
     is entitled to 95% of the earnings or losses of ICCC through its  ownership
     of all of the  non-voting  preferred  stock of ICCC.  Summarized  financial
     information for ICCC follows:

<PAGE>

<TABLE>
<CAPTION>


                                                  BALANCE SHEETS
                                           (dollar amounts in thousands)
      <S>                                                                       <C>                      <C>


                                                                                   March 31, 1998      December 31, 1997
                                                                                --------------------- ---------------------
                                          ASSETS
     Cash....................................................................... $             2,700  $             2,273
     Commercial Mortgages held-for-sale.........................................             231,720              106,654
     Due from affiliates........................................................                 837                1,538
     Premises and equipment, net................................................                 408                  381
     Other assets...............................................................               2,228                1,789
                                                                                --------------------- --------------------
                                                                                 $           237,893  $           112,635
                                                                                ===================== ====================

                           LIABILITIES AND SHAREHOLDERS' EQUITY
     Warehouse line agreements.................................................. $           223,815  $           104,219
     Due to affiliates..........................................................               7,890                  758
     Other liabilities..........................................................               2,263                3,255
                                                                                --------------------- --------------------
          Total liabilities.....................................................             233,968              108,232
                                                                                --------------------- --------------------

     Shareholders' Equity:
     Preferred stock; no par value; 50,000 shares authorized; 9,500 shares
      issued and outstanding at March 31, 1998 (unaudited) and December 31, 1997               2,875                2,875
     Common stock; no par value; 50,000 shares authorized; 500 shares issued
      and outstanding at March 31, 1998 (unaudited) and December 31, 1997.......                   1                    1        
     Contributed capital........................................................                 150                  150
     Retained earnings..........................................................                 899                1,377
                                                                                --------------------- --------------------
          Total shareholders' equity............................................               3,925                4,403
                                                                                --------------------- --------------------
                                                                                 $           237,893  $           112,635
                                                                                ===================== ====================

</TABLE>


                                             STATEMENTS OF OPERATIONS
                                           (dollar amounts in thousands)
<TABLE>
<CAPTION>
  

                                                                                                       For the period from
                                                                                                         January 15, 1997
                                                                               For the Three             (commencement of
                                                                                Months ended           operations) through
                                                                               March 31, 1998             March 31, 1997
                                                                          ------------------------- ------------------------
<S>                                                                      <C>                       <C> 
Revenues:
     Interest income......................................................   $               2,846   $                     6
     Loan servicing and other income......................................                      84                         2
                                                                          ------------------------- -------------------------
                                                                                             2,930                         8
                                                                          ------------------------- -------------------------

Expenses:
     Interest on borrowings from ICH......................................                   2,526                        --
     Interest on other affiliated borrowings..............................                     393                         5
     General and administrative and other.................................                     353                        44
     Personnel expense....................................................                     252                        57
     Professional services................................................                     233                        63
     Stock compensation expense...........................................                      --                        25
                                                                          ------------------------- -------------------------
                                                                                             3,757                       194
                                                                          ------------------------- -------------------------

     Net loss before tax benefit..........................................                    (827)                     (186)
Income tax benefit........................................................                    (349)                       --
                                                                          ------------------------- -------------------------
     Net loss.............................................................   $                (478)   $                 (186)
                                                                          ========================= =========================

</TABLE>


<PAGE>


4.    Investment Securities Available-for-Sale

     The  Company  classifies  CMBSs  as  held-to-maturity,  available-for-sale,
     and/or trading securities.  Held-to-maturity investment and mortgage-backed
     securities are reported at amortized  cost,  available-for-sale  securities
     are reported at fair value with unrealized gains and losses, net of related
     income taxes, as a separate component of stockholders'  equity, and trading
     securities  are  reported  at fair value with  unrealized  gains and losses
     reported  in  income.  The  Company's  investment  securities  are  held as
     available-for-sale, reported at fair value with unrealized gains and losses
     reported as a separate  component of stockholders'  equity.  As the Company
     qualifies as a REIT and no income taxes are paid, the unrealized  gains and
     losses are reported gross in  stockholders'  equity.  Premiums or discounts
     obtained on  investment  securities  are  accreted or amortized to interest
     income  over the  estimated  life of the  investment  securities  using the
     interest  method.  At March 31, 1998, the Company's  investment  securities
     available-for-sale  included  $6.2  million  of CMBSs and $12.0  million of
     "interest only" securities  collateralized  by Commercial  Mortgages.  Such
     investments  may  subject  the  Company to  credit,  interest  rate  and/or
     prepayment risk.

5.    Residual Interest in Securitization

     The   accompanying   balance  sheets  include  one  residual   interest  in
     securitization  (residual)  of real  estate  mortgage  investment  conduits
     (REMICs)  which  was  recorded  as a  result  of a 1995  securitization  by
     Imperial  Credit  Industries,  Inc.  (ICII) of  commercial  loans through a
     special purpose trust vehicle. ICII has one director who also serves on the
     Board of ICH. In March 1997,  ICH purchased the residual from Impac Funding
     Corporation (IFC) for $10.1 million. IFC and ICH have estimated future cash
     flows  from the  residual  utilizing  assumptions  that  they  believe  are
     commensurate  with the risk inherent in the investment and consistent  with
     those that they believe  would be utilized by an  unaffiliated  third-party
     purchaser and discounted at a rate commensurate with the risk involved. The
     Company  has  classified  this  residual  as a  held-for-trading  security.
     Unrealized  gains and losses net of related income taxes will be recognized
     as a reduction to current earnings.  To the Company's  knowledge,  there is
     currently no active market for the purchase or sale of this residual. As of
     March 31, 1998, the carrying amount of the residual was $10.2 million.

6.   Allowance for Loan Losses

     The Company maintains an allowance for losses on Commercial  Mortgages held
     for  investment,  collateral for CMOs and finance  receivables at an amount
     which it believes is  sufficient  to provide  adequate  protection  against
     future losses in the mortgage loans portfolio.  The allowance for losses is
     determined  primarily  on the basis of  management's  judgment  of net loss
     potential, including specific allowances for known impaired loans and other
     factors such as 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. A provision is recorded for all loans or portions
     thereof  deemed to be  uncollectible  thereby  increasing the allowance for
     loan losses. Subsequent recoveries on mortgage loans previously charged off
     are credited back to the allowance. During the three months ended March 31,
     1998,  the Company  recorded  $48,000 as provision  for loan losses.  As of
     March 31, 1998, the Company's allowance for loan losses was $612,000.

7.    Subsequent events

     On April  1,  1998,  the  Board of  Directors  declared  a $0.40  cash  
     dividend payable April 24, 1998 to stockholders of record on April 9, 1998.



<PAGE>


     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,  and  Section  21e  of  the  Exchange  Act,  which  can be
     identified by the use of forward-looking terminology such as "may," "will,"
     "expect,"  "anticipate,"  "estimate" or "continue" or the negatives thereof
     or other variations thereon or comparable terminology. 
     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  mortgage-backed  securities  and,  subsequent to ICH's
     initial  public  offering  (IPO) in August  1997,  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.


     RESULTS OF OPERATIONS; IMPAC COMMERCIAL HOLDINGS, INC.

     Three months ended March 31, 1998 compared to the period from January 15, 
     1997  (commencement  of  operations) through March 31, 1997

         Net Earnings

         Net earnings  for the three  months  ended March 31, 1998  increased to
     $2.2  million as compared to a net loss of $2.7 million for the period from
     January 15, 1997  (commencement of operations)  through March 31, 1997 (the
     "March 31,  1997  Period").  The net loss for the March 31, 1997 Period was
     primarily  the result of the  issuance  by ICH of stock that  resulted in a
     one-time stock  compensation  expense of $2.7 million.  Excluding the stock
     compensation  expense, ICH would have earned $11,000 for the March 31, 1997
     Period.  The  increase  in net  earnings  was  primarily  attributed  to an
     increase in net interest income earned on Commercial Mortgages,  investment
     and residual  securities,  and finance  receivables  partially offset by an
     increase in management advisory fees and professional  service expense. Net
     earnings were adversely  affected by the strategic decision of the Board of
     Directors to boost long-term  assets rather than realize  current  earnings
     from a whole loan sale.  The  significant  increase  in the  Company's  net
     earnings  for the three  months  ended March 31, 1998 as compared to the
     March 31, 1997 Period is the result the  Company's  growth over the past 12
     months as the  Company had only been in  operation  for  approximately  two
     months as of March 31, 1997.

         Revenues

         Revenues for the three  months  ended March 31, 1998  increased to $5.4
     million as compared to $366,000 for the March 31, 1997 Period. The increase
     is primarily  due to an increase in interest  income  earned on  Commercial
     Mortgages  held-for-investment,  investment securities  available-for-sale,
     residual   interests   in   securitizations,    and   finance   receivables
     (collectively,  "Commercial Mortgage Assets") partially offset by equity in
     net loss of ICCC of $454,000.

<PAGE>
         Interest  income for the three months ended March 31, 1998 increased to
     $5.8 million as compared to $366,000 for the March 31, 1997 Period. Such an
     increase is attributed to an increase in average Commercial Mortgage Assets
     to $213.2  million for the three months ended March 31, 1998 as compared to
     $12.1 million for the March 31, 1997 Period.

         The Company  recorded  equity in net loss of ICCC for the three  months
     ended March 31, 1998 of $454,000.  The Company has a 95% economic  interest
     in ICCC through its ownership of 100% of the preferred  stock of ICCC which
     was acquired in August 1997. As the preferred stock of ICCC was contributed
     to the Company in August 1997, the Company did not record any investment in
     or  equity in net  earnings  or loss for the March  31,  1997  Period.  For
     additional information on the financial results of ICCC, see "-- Results of
     Operations; Impac Commercial Capital Corporation."

         Expenses

         Expenses for the three months  ended March 31, 1998  increased  6.6% to
     $3.3 million as compared to $3.1 million for the March 31, 1997 Period. The
     increase is primarily  due an increase in interest  expense on  borrowings,
     management advisory fees and professional  expenses offset by a decrease in
     stock  compensation  expense.  Interest  expense for the three months ended
     March 31, 1998  increased  to $2.7  million as compared to $279,000 for the
     March 31, 1997 Period as average  borrowings,  which include warehouse line
     agreements, reverse repurchase agreements and CMO borrowings,  increased to
     $144.0  million  for the three  months  ended March 31, 1998 as compared to
     $9.6  million  for the March 31,  1997  Period.  Management  advisory  fees
     increased to $162,000 for the three months ended March 31, 1998 as compared
     to zero for the  March 31,  1997  Period.  The  Company  incurs  management
     advisory fee expense  pursuant to the  management  agreement  with RAI. The
     Company  did not record a  management  advisory  fee for the March 31, 1997
     Period as the Company's operations were in a formative stage, and thus, the
     return  on equity  was less than the  hurdle  rate  (average  Ten year U.S.
     Treasury rate plus 2%).  Professional  expenses  increased 127% to $136,000
     for the three  months  ended  March 31, 1998 as compared to $60,000 for the
     March 31, 1997 Period. The Company records professional  expenses primarily
     as a  result  of  legal  services  and  various  services  provided  by IFC
     including technology, management information and accounting services. Stock
     compensation expense decreased as the Company incurred a one-time charge of
     $2.7  million  in the March  31,  1997  Period  as a result of the  Company
     issuance of founder's stock.

     RESULTS OF OPERATIONS; IMPAC COMMERCIAL CAPITAL CORPORATION

     Three Months Ended March 31, 1998 Compared to the period from January 15, 
     1997  (commencement  of  operations) through March 31, 1997

         Net Earnings

         Net loss  increased  to $478,000  for the three  months ended March 31,
     1998 as compared to $186,000  for the March 31, 1997  Period.  The net loss
     for the three months ended March 31, 1998 was primarily due to net interest
     expense  from  Commercial  Mortgages  held-for-sale  as well as general and
     administrative  and other  expense.  The net loss for the  March  31,  1997
     Period was primarily due to general and  administrative  expenses  incurred
     during the Company's formative stage.

         Revenues

         Revenues for the three  months  ended March 31, 1998  increased to $2.9
     million as  compared  to $8,000  for the March 31,  1997  Period  primarily
     attributed to the increase in average Commercial Mortgages held-for-sale to
     $137.3 million as compared to zero for the March 31, 1997 Period.

         Expenses

         Expenses for the three  months  ended March 31, 1998  increased to $3.8
     million as compared to $194,000 for the March 31, 1997 Period. The increase
     is primarily due to an increase in interest expense to $2.9 million for the
     three  months  ended March 31, 1998 as compared to $5,000 for the March 31,
     1997 Period.  The  increase was directly  related to an increase in average
     borrowings  for the three months ended March 31, 1998 to $129.1  million as
     compared  to $86,000  for the March 31,  1997 Period and as a result of the
     growth of ICCC's operations.
<PAGE>
     Liquidity and Capital Resources

         The  Company's  principal  liquidity  requirements  result from funding
     needs arising from the  acquisition of mortgage  loans and  mortgage-backed
     securities by the Long-Term Investment Operations, ICH, and the origination
     or  purchase  of  Commercial   Mortgages   held-for-sale   by  the  Conduit
     Operations,  ICCC.  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.

         Prior to the IPO, the  Long-Term  Investment  Operations  was funded by
     $15.0  million in  investments  and $900,000 in  borrowings  from IMH and a
     warehouse  line  agreement  from a third party  lender.  ICCC was funded by
     affiliated borrowings and by $500,000 from the issuance of preferred stock.
     Subsequent to the IPO, the Long-Term Investment  Operations and the Conduit
     Operations  were funded through  borrowings  from warehouse line agreements
     and reverse repurchase  agreements,  borrowings from affiliated  companies,
     sales of  Commercial  Mortgages  and proceeds  from the issuance of capital
     stock.

         ICH, as a stand-alone  entity,  entered into  committed  warehouse line
     agreements with two investment  banks, one of which expires in May 1998 and
     one of which expires in February 1999 (unless  terminated  earlier),  which
     provide up to an aggregate of $500.0 million to finance ICH's operations as
     needed.  Terms of the warehouse line agreements require that the Commercial
     Mortgages be held by an independent third party custodian,  which gives the
     Company the ability to borrow against the collateral as a percentage of the
     fair market value of the  Commercial  Mortgages.  The  borrowing  rates are
     expressed  in basis  points over  one-month  LIBOR,  plus a certain  margin
     depending on the type of collateral provided by the Company. The margins on
     the warehouse line agreements are based on the type of mortgage  collateral
     used  and the  loan  amounts  generally  range  from 85% to 92% of the fair
     market value of the collateral. Management believes that the warehouse line
     agreements will be sufficient to handle the Company's  liquidity  needs. As
     of March 31,  1998,  $229.8  million  was  outstanding  on  warehouse  line
     agreements.

         ICH has entered into reverse repurchase  agreements whereby ICH pledges
     specific CMBSs as collateral to secure short-term loans. The interest rates
     on the loans are based on  one-month  LIBOR plus a margin  depending on the
     type of  collateral.  As of March  31,  1998,  amounts  outstanding  on the
     reverse repurchase agreements were $9.4 million.

         In August 1997, the Company raised net proceeds of $88.2 million (after
     underwriting  discounts  and  before  offering  expenses)  from  its IPO as
     stockholders  purchased  6,325,000  shares  of  common  stock at a price of
     $15.00 per share.  Underwriting  discount and commissions were $6.6 million
     and the total expenses were approximately $1.2 million.

<PAGE>
          In August 1997, ICH entered into a revolving  credit  arrangement with
     IMH  whereby  ICH agreed to  advance  to IMH up to maximum  amount of $15.0
     million.  The  agreement  expires  on August 8,  1998.  Advances  under the
     revolving  credit  arrangement  are at an interest  rate and maturity to be
     determined  at the time of each advance with  interest and  principal  paid
     monthly.  As of March 31, 1998 and December 31, 1997, there were no amounts
     outstanding under the credit  arrangement.  Interest income recorded by ICH
     for the three  months  ended  March 31,  1998 and the  Commencement  Period
     related to such  advances to IMH was  approximately  $55,000  and  $68,000,
     respectively.

         In August 1997, ICH entered into a revolving  credit  arrangement  with
     IMH  whereby  IMH agreed to  advance  to ICH up to maximum  amount of $15.0
     million.  The  agreement  expires  on August 8,  1998.  Advances  under the
     revolving  credit  arrangement  are at an interest  rate and maturity to be
     determined  at the time of each advance with  interest and  principal  paid
     monthly.  As of March 31, 1998 and  December 31,  1997,  ICH's  outstanding
     borrowings  under  the  credit  arrangement  was  none  and  $9.1  million,
     respectively.  Interest  expense recorded by ICH related to such borrowings
     from IMH for the three  months  ended March 31,  1998 and the  Commencement
     Period was approximately $43,000 and $55,000, respectively.

         ICCC has entered into warehouse line  agreements with ICH which provide
     up to an  aggregate  of $900.0  million to  finance  ICCC's  operations  as
     needed.  Terms of the warehouse line agreements require that the Commercial
     Mortgages be held by an independent third party custodian,  which gives the
     Company the ability to borrow against the collateral as a percentage of the
     fair market value of the Commercial  Mortgages.  The borrowing rates on the
     warehouse  line  agreements are at prime which was 8.50% at March 31, 1998.
     The  margins on the  warehouse  line  agreements  are up to 90% of the fair
     market value of the collateral. Management believes that the warehouse line
     agreements will be sufficient to handle the Company's  liquidity  needs. As
     of March 31,  1998 and  December  31,1997,  amounts  outstanding  on ICCC's
     warehouse line  agreements  with ICH were $205.5 million and $95.7 million,
     respectively.

         ICCC has entered into an uncommitted  warehouse line agreement with IMH
     to provide financing as needed. The margins on the warehouse line agreement
     are at 8% of the fair market value of the collateral. The interest rates on
     the  borrowings  are  indexed to the prime  rate.  As of March 31, 1998 and
     December 31,1997,  outstanding  amounts on the warehouse line agreement was
     $18.3 million and $8.5 million, respectively.

         During  the three  months  ended  March 31,  1998 and the  period  from
     January 15, 1997  (commencement  of operations)  through December 31, 1997,
     ICCC sold none and $73.4 million,  respectively,  to third party  investors
     and sold $2.3 million and $58.4 million, respectively, in principal balance
     of Commercial Mortgages to ICH.

         For the  three  months  ended  March 31,  1998 and the  March 31,  1997
     Period,  net cash  provided by (used in) operating  activities  was ($24.4)
     million and $5,000, respectively. Net cash used in operating activities for
     the three  months  ended March 31, 1998 was  primarily  the result of a net
     increase in due from  affiliates  and due to  affiliates  balances of $27.0
     million partially offset by a net change in other assets and liabilities of
     $205,000.  Net cash provided by operating activities for the March 31, 1997
     Period was primarily affected by $2.7 million in stock compensation expense
     related to the issuance of 300,000 shares of ICH Common Stock.

         For the  three  months  ended  March 31,  1998 and the  March 31,  1997
     Period, net cash used in operating  activities was $104.3 million and $27.6
     million,  respectively. Net cash used in investing activities for the three
     months ended March 31, 1998 was  primarily  the result of a net increase in
     finance  receivables  of  $109.8  million.   Net  cash  used  in  investing
     activities  for the March 31,  1997  Period was  primarily  affected by the
     purchase of $17.5 million in Commercial Mortgages  held-for-investment  and
     $10.1 million in residual interest in securitization.

         For the  three  months  ended  March 31,  1998 and the  March 31,  1997
     Period,  net cash provided by financing  activities  was $135.7 million and
     $32.0 million,  respectively. Net cash provided by financing activities for
     the three  months  ended  March 31,  1998 was  primarily  the  result of an
     increase  in net  borrowings  on  warehouse  line  and  reverse  repurchase
     agreements of $139.0  million which was partially  offset by dividends paid
     of $3.0 million.  Net cash provided by financing  activities  for the March
     31, 1997 Period was primarily  the result of an increase in net  borrowings
     on warehouse  line and reverse  repurchase  agreements of $16.6 million and
     the issuance of promissory notes of $15.0 million.
<PAGE>
     Inflation

     The  Financial  Statements  and Notes  thereto  presented  herein have been
     prepared  in  accordance  with  GAAP,  which  require  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
     period of high  inflation  and decrease  during  periods of low  inflation.
     During periods of increasing  interest rates, demand for mortgage loans and
     a  borrower's  ability  to qualify  for  mortgage  financing  in a purchase
     transaction may be adversely affected.

     ITEM  3: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     Not applicable
                                               PART II. OTHER INFORMATION

     ITEM 1:  LEGAL PROCEEDINGS

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

     ITEM 2- 3: NOT APPLICABLE

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

     On January 27,1998, the Company held a special meeting of stockholders.  Of
     the total number of shares  eligible to vote  (7,344,789),  6,839,899 votes
     were returned,  or 93%, formulating a quorum. At the stockholders  meeting,
     the following matters were submitted to stockholders for vote: Proposal I -
     To approve an amendment to the Charter  changing  the  corporate  name from
     "IMH Commercial Holdings, Inc." to "Impac Commercial Holdings, Inc."

     The results of voting on these proposals were as follows:

  Proposal I was approved with 6,754,498 shares voted for, 34,112 voted against,
  and 51,289  abstained  from voting  thereby  ratifying the change of corporate
  name from "IMH Commercial Holdings, Inc." to "Impac Commercial Holdings, Inc."


     ITEM 5:    OTHER INFORMATION

       None.

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


                      (a)  27 Financial Data Schedule

                      (b) Reports on Form 8-K:

                             ICH  filed a  Current  Report  on Form  8-K,  dated
     January 28, 1998, on February 11, 1998 and an amendment to the Form 8-K on
     February 12, 1998  reporting  Item 5 with regards to ICH's name change and
     Item 7 filing the amendment to ICH's charter.





<PAGE>




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

Date: May 13, 1998


<PAGE>