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

                                   FORM 10-K/A
                             (Amendment Number One)

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT OF 1934 [Fee Required]

                    For the Fiscal Year Ended December 31, 1998

                                       OR

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [No Fee Required]

      FOR THE TRANSITION PERIOD FROM __________________ TO __________________

                         Commission File Number 0-26960

                            ITLA CAPITAL CORPORATION
             (Exact Name of Registrant as Specified in its Charter)

                   Delaware                             95-4596322
(State or Other Jurisdiction of Incorporation        (I.R.S. Employer
               or Organization)                     Identification No.)

  888 Prospect Street, Suite 110, La Jolla,                92037
                  California
   (Address of Principal Executive Offices)             (Zip Code)

        Registrant's Telephone Number, Including Area Code: (619) 551-0511

            Securities Registered Pursuant to Section 12(b) of the Act:
                                      None

            Securities Registered Pursuant to Section 12(g) of the Act:
                          Common Stock, $.01 Par Value
                                (Title of Class)

     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 ---- ----

     Indicate by check mark if disclosure of delinquent  filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [X]

     As of March 16, 1999, there were issued and outstanding 7,166,484 shares of
the  Registrant's  Common Stock.  The aggregate market value of the voting stock
held by non-affiliates  of the Registrant,  computed by reference to the closing
price of such stock as of March 16, 1999,  was $110.6  million.  (The  exclusion
from such amount of the market value of the shares owned by any person shall not
be deemed an admission by the Registrant that such person is an affiliate of the
Registrant.)

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                                     PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(A)(1)      FINANCIAL STATEMENTS:

          The  Company's  consolidated  financial  statements,   and  Report  of
          Independent Public Accountants  thereon, are included in the Form 10-K
          (File No.  0-26960) filed with the Securities and Exchange  Commission
          on March 30, 1999, at the pages listed below:

                                                                            PAGE

          Report of Independent Public Accountants on the Consolidated
          Financial Statements  as of December 31, 1998 and 1997 and
          for Each of the Three Years in the Period Ended
          December 31, 1998                                                   44

          Consolidated Balance Sheets as of December 31, 1998 and 1997        45

          Consolidated Statements of Income for the Years Ended
          December 31, 1998, 1997 and 1996                                    46

          Consolidated Statements of Changes in Shareholders' Equity for
          the Period January 1, 1996 to December 31, 1998                     47

          Consolidated Statements of Cash Flows for the Years Ended
          December 31, 1998, 1997 and 1996                                    48

          Notes to Consolidated Financial Statements                          49


(A)(2)      FINANCIAL STATEMENT SCHEDULES:

          All financial  statement  schedules  have been omitted as the required
          information  is  inapplicable  or has been  included  in the  Notes to
          Consolidated Financial Statements, included in the Form 10-K (File No.
          0-26960) filed with the  Securities  and Exchange  Commission on March
          30, 1999.




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(A)(3)      EXHIBITS:


                                                                  Reference
                                                      Filing          to
Regulation                                          Or Exhibit      Prior
   S-K                                                Number     Sequential
 Exhibit                                            Attached         Page
  Number                   Document                  Hereto         Number
---------------------------------------------------------------------------

    2      Certificate of Incorporation, as amended     **       Not applicable
    3      Bylaws, as amended                           **       Not applicable
    4      Instruments Defining the Rights of
           Holders, Including Indentures
           Security                                    None      Not applicable

    9      Voting Trust Agreement                      None      Not applicable
    10     Material Contracts                          None      Not applicable
   10.1    1995 Stock Option Plan for Nonemployee       *        Not applicable
           Directors
   10.2    1995 Employee Stock Incentive Plan           *        Not applicable
   10.3    Nonqualified Deferred Compensation Plan      *        Not applicable
   10.4    Supplemental Salary Savings Plan             *        Not applicable
   10.5    Glendale Headquarters Lease Agreement        *        Not applicable
   10.6    Data Processing Agreement                    *        Not applicable
   10.7    Employment Agreement with George W.          *        Not applicable
           Halogowski
   10.8    Change of Control Agreements                 *        Not applicable
   10.9    Recognition and Retention Plan               **       Not applicable
  10.10    Voluntary Retainer Stock and Deferred
           Compensation Plan for Outside Directors      **       Not applicable
    11     Statement Regarding Computation of Per
           Share Earnings                              None      Not applicable
    12     Statement Regarding Computation of
           Ratios                                      None      Not applicable
    13     Annual Report to Security Holders      Not required   Not applicable
    18     Letter Regarding Change in Accounting       None      Not applicable
           Principals
    21     Subsidiaries of the Registrant              ***       Not applicable
    22     Published Report Regarding Matters
           Submitted to Vote Of Security Holders       None      Not applicable

    23     Consent of Independent Certified Public
           Accountants                                  23       Page 6
    24     Power of Attorney                      Not required   Not applicable
    27     Financial Data Schedule                     ***       Not applicable
    28     Information from Reports Furnished to
           State Insurance Regulatory Authorities      None      Not applicable


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* Filed as exhibits to the  Company's  Registration  Statement on Form S-1 (File
No. 33-96518) filed with the Securities and Exchange  Commission on September 1,
1995, pursuant to Section 5 of the Securities Act of 1933.

** Filed as exhibits to the Company's  Registration  Statement on Form S-4 (File
No.  333-03551)  filed with the  Securities  and Exchange  Commission on May 10,
1996, pursuant to Section 5 of the Securities Act of 1933.

*** Filed as  exhibits  to the  Company's  Annual  Report on Form 10-K (File No.
0-26960) filed with the  Securities  and Exchange  Commission on March 30, 1999,
pursuant to Section 15 of the Securities and Exchange Act of 1934.


(B)   REPORTS ON FORM 8-K:

       None.


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                                   SIGNATURES

     PURSUANT TO THE  REQUIREMENTS  OF SECTION 15(D) 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.

                                          ITLA CAPITAL CORPORATION



Date:  June 9, 1999                       By:  /s/  George W. Haligowski
                                               ---------------------------------
                                               George W. Haligowski
                                               Chairman of the Board,
                                                President and Chief Executive
                                                Officer
                                                (DULY AUTHORIZED REPRESENTATIVE)