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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-K/A



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Amendment No. 3



|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2004



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: 1-14100



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IMPAC MORTGAGE HOLDINGS, INC.

(Exact name of registrant as specified in its charter)



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



1401 Dove Street,
Newport Beach, California 92660

(Address of principal executive offices)



(949) 475-3600

(Registrants telephone number, including area code)



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Securities registered pursuant to Section 12(b) of the
Act:



|                                                      |  |                                          
|----------------------------------------------------- |  | -----------------------------------------
|Title of each class                                   |  | Name of each exchange on which registered
|Common Stock, $0.01 par value                         |  | New York Stock Exchange                  
|Preferred Share Purchase Rights                       |  | New York Stock Exchange                  
|9.375% Series B Cumulative Redeemable Preferred Stock |  | New York Stock Exchange                  
|9.125% Series C Cumulative Redeemable Preferred Stock |  | New York Stock Exchange                  



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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 registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Form 10-K or any amendment to this Form
10-K. ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2)    Yes  x    No ̈



As of June 30, 2004, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $1.6 billion,
based on the closing sales price of common stock on the New York Stock Exchange on that date. For purposes of the calculation only, all directors and executive officers of the registrant have been deemed affiliates. There were 75,250,097 shares of
common stock outstanding as of March 24, 2005.



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EXPLANATORY NOTE



This Amendment No. 3 to Form 10-K/A is being filed to correct the Report of Independent Registered Public Accounting Firm, which is the
independent auditors report on managements assessment of the effectiveness of internal control over financial reporting as of December 31, 2004 and the effectiveness of internal control over financial reporting as of December 31, 2004,
included in Item 9A of Part II by including the last paragraph, which was inadvertently omitted from the previous filing.



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IMPAC MORTGAGE HOLDINGS, INC.

2004 FORM 10-K/A ANNUAL REPORT

TABLE OF CONTENTS



|         |  |                                            |  |   
|-------- |  | ------------------------------------------ |  | --
|PART II 
|         |  |                                           
|ITEM 9A. |  | CONTROLS AND PROCEDURES                    |  | 4 
|        
|PART IV 
|         |  |                                           
|ITEM 15. |  | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |  | 9 
|         |  |                                           
|         |  | SIGNATURES                                 |  | 14



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ITEM 9A. CONTROLS AND PROCEDURES



(a) Evaluation of Disclosure Controls and Procedures



Disclosure controls and procedures are controls and other procedures of the Company that are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange
Act of 1934 (the Exchange Act) is properly recorded, processed, summarized and reported, within the time periods specified in the SECs rules and forms. Disclosure controls and procedures include processes to accumulate and
communicate relevant information to management, including our CEO and CFO, as appropriate, to allow for timely decisions regarding required disclosures.



As of December 31, 2004, our CEO and CFO, with the participation of other management of the Company, evaluated the effectiveness of our disclosure controls and
procedures, as such term is defined under Rule 13a-15(e) or 15(d)-15(e) promulgated under the Exchange Act, and based upon that evaluation, our CEO and CFO concluded that these disclosure controls and procedures were not effective as a result of the
identification of material weaknesses, which are further discussed under Managements Report on Internal Control over Financial Reporting, below.



(b) Managements Report on Internal Control over Financial Reporting



Introduction



Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section 13a-15(f) of the
Securities Exchange Act of 1934, as amended). Internal control over financial reporting is a process designed by, or under the supervision of, the Companys Chief Executive Officer (CEO) and Chief Financial Officer (CFO)
to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Companys financial statements for external reporting purposes in conformity with U.S. generally accepted accounting principles and
include those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the company; (ii) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations
of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the companys assets that could have a material effect on the
financial statements.



All internal control systems, no matter how well
designed, have inherent limitations. Therefore, even those systems determined effective could provide only reasonable, not absolute, assurance with respect to financial statement preparation and presentation.



Managements Assessment



As of December 31, 2004, management conducted an assessment of the effectiveness of the
Companys internal control over financial reporting based on the framework established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the
criteria established by COSO, management concluded that the Companys internal control over financial reporting as of December 31, 2004 was not effective as a result of the identification of the material weaknesses described below.



A material weakness is a significant deficiency (within the meaning of Public Company
Accounting Oversight Board (PCAOB) Auditing Standard No. 2), or a combination of significant deficiencies, that results in there being more than a remote likelihood that a material misstatement of the annual or interim financial statements will not
be prevented or detected.



A significant deficiency is a control deficiency, or
combination of control deficiencies, that adversely affects the Companys ability to initiate, authorize, record, process, or report external financial information reliably in accordance with generally accepted accounting principles, such that
there is more than a remote likelihood that a misstatement of the Companys annual or interim financial statements, that is more than inconsequential, will not be prevented or detected.



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Material Weaknesses



The Companys management has identified the following material weaknesses in internal control over financial reporting as of December 31, 2004:



| | 1) | The Companys internal controls intended to ensure the proper accounting and reporting for certain complex transactions and financial reporting matters were not designed or
operating effectively as of December 31, 2004. For these purposes, complex transactions and financial reporting matters include those relating to the transfer of financial assets, derivative financial instruments, state income tax exposure items,
and the income tax effect of intercompany transfers of financial assets between taxable and non-taxable operating segments. Specifically, the Company did not employ an adequate number of personnel in its accounting and finance departments with
appropriate skills and expertise to ensure that the accounting and reporting for certain complex transactions and financial reporting matters included in the Companys financial statements were in accordance with U.S. generally accepted
accounting principles. As a result of these ineffective controls, the Company incorrectly recorded gains on sales of mortgage servicing rights when the related mortgage loans were sold to its parent company, the REIT. These gains on sales of
mortgage servicing rights should have been recorded as an adjustment to the carrying value of the retained mortgage loans and recognized as a yield adjustment over the remaining term of the loans. In addition, the Company did not identify certain
loan purchase commitments as derivative financial instruments. Lastly, the Company did not prepare and maintain sufficient documentation of certain derivative financial instrument transactions to support hedge accounting. As a result, the Company
did not reflect fluctuations in the estimated fair value of these derivative financial instruments in earnings in the period of change, as required by U.S. generally accepted accounting principles. The Company restated its financial statements in
2004 to correct these material errors in accounting for the years ended December 31, 2003, 2002 and 2001, and three months ended March 31, 2004 and 2003, the three and six months ended June 30, 2004 and 2003, and the three and nine months ended
September 30, 2003.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2) | The Companys internal control over financial reporting intended to ensure adequate access and change control over end-user computing spreadsheets were not designed properly as
of December 31, 2004. In addition, the information technology general controls related to access and program changes were deficient as of year end, resulting in a potential lack of reliability and integrity of the financial information which is used
in these spreadsheets. As a result, although no actual misstatement was identified, there is a more than remote likelihood that financial statements and related footnote disclosures could be materially misstated. Specifically, there is the potential
that an error could be reflected in the financial reporting and related disclosure of the allowance for loan losses, asset sales and securitizations and related yield adjustments on retained interests, and mortgage loan characteristics tables as a
result of this material weakness in internal control over financial reporting.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Auditor Reports



Our managements
assessment of the effectiveness of internal control over financial reporting as of December 31, 2004 has been audited by KPMG LLP, the independent registered public accounting firm that also audited our consolidated financial statements. KPMG
LLPs report on managements assessment of our internal control over financial reporting appears below.



(c) Changes in Internal Control Over Financial Reporting



During 2004, including during the fourth quarter of 2004, we began implementing the following actions to address the two identified material weaknesses:



| |  |  | we reviewed the material weaknesses with our Audit Committee and senior management;
| | - |  | -----------------------------------------------------------------------------------



| |  |  | we enhanced our documentation of critical accounting policies;
| | - |  | --------------------------------------------------------------



| |  |  | we hired outside consultants to assist our internal audit group in documenting our accounting and business processes and identifying areas that require control or process
improvement;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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| |  |  | we established new internal control processes based on discussions with our consultants and our own management team seeking to remedy any deficiencies;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we hired a Director of Internal Audit whose primary responsibilities are to perform risk assessment and monitoring of our system of internal controls and, in addition, to oversee
the establishment of formal policies and procedures throughout our organization;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we began hiring additional personnel, totaling six additional staff as of the current date, to support the internal audit department in their primary responsibilities, as discussed
above;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we have instituted new control procedures around our quarterly reporting processes for accounting for significant or complex transactions, which are discussed and documented,
reviewed with our Audit Committee, formally approved by our management and given timely effect in our books and records;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we hired a new Controller;
| | - |  | --------------------------



| |  |  | we have hired additional resources in the accounting and finance areas with expertise in technical accounting, SEC reporting and the design and assessment of internal controls over
financial reporting; and
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we began implementation of policies and procedures with respect to authorization and monitoring of user access and with respect to the authorization and documentation requirements
for program changes in order to ensure the effectiveness of these IT general controls.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Subsequent to December 31, 2004, we have also taken the following actions:



| |  |  | we appointed an Executive Vice President, Chief Accounting Officer;
| | - |  | -------------------------------------------------------------------



| |  |  | we hired a Tax Manager to assist the Company in planning and managing the Companys outside tax professionals; and
| | - |  | ------------------------------------------------------------------------------------------------------------------



| |  |  | we are evaluating and plan to implement an automated end-user computing tool to ensure proper access and data integrity and to address the material weakness related to end-user
computing spreadsheets we utilized for the aggregation, analysis and reporting of data.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We believe that our disclosure controls and procedures, including our internal control over financial reporting, have improved since year-end and will continue to improve due to the scrutiny of such matters by our
management and Audit Committee and the changes described above. The Company believes that the implementation of remediation efforts will address the design and operating effectiveness of the relevant controls.



Report of Independent Registered Public Accounting Firm



The Board of Directors and Stockholders

Impac Mortgage Holdings, Inc.:



We have audited managements assessment, included in the accompanying Managements Report on Internal Control over Financial Reporting, included in Item 9A(b), that Impac Mortgage Holdings, Inc. (the
Company) did not maintain effective internal control over financial reporting as of December 31, 2004, because of the effect of the material weaknesses identified in managements assessment, based on criteria established in Internal
ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Companys management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on managements assessment and an opinion on the effectiveness of the Companys internal control over financial
reporting based on our audit.



We conducted our audit in accordance with the
standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in
all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating managements



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assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other
procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.



A companys internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A companys internal control over financial reporting includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide
reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the companys assets that could have a material effect on the financial statements.



Because of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies
or procedures may deteriorate.



A material weakness is a control deficiency, or
combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The following material weaknesses have been identified
and included in managements assessment:



| | 1) | The Companys internal controls intended to ensure the proper accounting and reporting for certain complex transactions and financial reporting matters were not designed or
operating effectively as of December 31, 2004. For these purposes, complex transactions and financial reporting matters include those relating to the transfer of financial assets, derivative financial instruments, state income tax exposure items,
and the income tax effect of intercompany transfers of financial assets between taxable and non-taxable operating segments. Specifically, the Company did not employ an adequate number of personnel in its accounting and finance departments with
appropriate skills and expertise to ensure that the accounting and reporting for certain complex transactions and financial reporting matters included in the Companys financial statements were in accordance with U.S. generally accepted
accounting principles. As a result of these ineffective controls, the Company incorrectly recorded gains on sales of mortgage servicing rights when the related mortgage loans were sold to its parent company, the REIT. These gains on sales of
mortgage servicing rights should have been recorded as an adjustment to the carrying value of the retained mortgage loans and recognized as a yield adjustment over the remaining term of the loans. In addition, the Company did not identify certain
loan purchase commitments as derivative financial instruments. Lastly, the Company did not prepare and maintain sufficient documentation of certain derivative financial instrument transactions to support hedge accounting. As a result, the Company
did not reflect fluctuations in the estimated fair value of these derivative financial instruments in earnings in the period of change, as required by U.S. generally accepted accounting principles. The Company restated its financial statements in
2004 to correct these material errors in accounting for the years ended December 31, 2003, 2002 and 2001, and three months ended March 31, 2004 and 2003, the three and six months ended June 30, 2004 and 2003, and the three and nine months ended
September 30, 2003.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2) | The Companys internal control over financial reporting intended to ensure adequate access and change control over end-user computing spreadsheets were not designed properly as
of December 31, 2004. In addition, the information technology general controls related to access and program changes were deficient as of year end, resulting in a potential lack of reliability and integrity of the financial information which is used
in these spreadsheets. As a result, although no actual misstatement was identified, there is a more than remote likelihood that financial statements and related footnote disclosures could be materially misstated. Specifically, there is the potential
that an error could be reflected in the financial reporting and related disclosure of the allowance for loan losses, asset sales and securitizations and related yield adjustments on retained interests, and mortgage loan characteristics tables as a
result of this material weakness in internal control over financial reporting.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the consolidated balance sheets of Impac Mortgage Holdings, Inc. and subsidiaries as of December 31, 2004 and 2003, and the related consolidated statements of operations and comprehensive earnings, changes in stockholders equity, and cash
flows for each of the years in the three-year period ended December 31, 2004. The aforementioned material weaknesses were considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2004 consolidated financial
statements, and this report does not affect our report dated May 13, 2005, which expressed an unqualified opinion on those consolidated financial statements.



In our opinion, managements assessment that the Company did not maintain effective internal control over financial reporting as of December 31, 2004, is fairly
stated, in all material respects, based on criteria established in Internal ControlIntegrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also, in our opinion, because of the effect of the
material weaknesses described above on the achievement of the objectives of the control criteria, the Company has not maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal
Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).



/s/ KPMG LLP



Los Angeles, California

May 13, 2005



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PART IV



ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES



(a)(3) Exhibits



|               |  |                                                                                                                                                                                                                                                                                                                                                                                     
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                                                                                                                                                                                                                                         
|3.1            |  | Charter of the Registrant (incorporated by reference to the corresponding exhibit number to the Registrants Registration Statement on Form S-11, as amended (File No. 33-96670), filed
with the Securities and Exchange Commission on September 7, 1995).                                                                                                                          
|               | 
|3.1(a)         |  | Certificate of Correction of the Registrant (incorporated by reference to exhibit 3.1(a) of the Registrants 10-K for the year ended December 31, 1998).                                                                                                                                                                                                                            
|               | 
|3.1(b)         |  | Articles of Amendment of the Registrant (incorporated by reference to exhibit 3.1(b) of the Registrants 10-K for the year ended December 31, 1998).                                                                                                                                                                                                                                
|               | 
|3.1(c)         |  | Articles of Amendment for change of name to Charter of the Registrant (incorporated by reference to exhibit number 3.1(a) of the Registrants Current Report on Form 8-K, filed February
11, 1998).                                                                                                                                                                                 
|               | 
|3.1(d)         |  | Articles Supplementary and Certificate of Correction for Series A Junior Participating Preferred Stock of the Registrant (incorporated by reference to exhibit 3.1(d) of the Registrants
10-K for the year ended December 31, 1998).                                                                                                                                               
|               | 
|3.1(e)         |  | Articles Supplementary for Series B 10.5% Cumulative Convertible Preferred Stock of the Registrant (incorporated by reference to exhibit 3.1b of the Registrants Current Report on Form
8-K, filed December 23, 1998).                                                                                                                                                             
|               | 
|3.1(f)         |  | Articles Supplementary for Series C 10.5% Cumulative Convertible Preferred Stock of the Registrant (incorporated by reference to the corresponding exhibit number of the Registrants
Quarterly Report on Form 10-Q for the period ending September 30, 2000).                                                                                                                      
|               | 
|3.1(g)         |  | Certificate of Correction for Series C Preferred Stock of the Registrant (incorporated by reference to the corresponding exhibit number of the Registrants Quarterly Report on Form 10-Q
for the period ending September 30, 2000).                                                                                                                                                
|               | 
|3.1(h)         |  | Articles Supplementary, filed with the State Department of Assessments and Taxation of Maryland on July 12, 2002, reclassifying Series C Preferred Stock of the Registrant (incorporated by
reference to exhibit 9 of the Registrants Form 8-A/A, Amendment No. 2, filed July 30, 2002).                                                                                           
|               | 
|3.1(i)         |  | Articles of Amendment, filed with the State Department of Assessments and Taxation of Maryland on July 17, 2002, increasing authorized shares of Common Stock of the Registrant (incorporated
by reference to exhibit 10 of the Registrants Form 8-A/A, Amendment No. 2, filed July 30, 2002).                                                                                     
|               | 
|3.1(j)         |  | Resolution to Change Principal Officer or Resident Agent, filed with the State Department of Assessments and Taxation of Maryland on September 11, 2002 (previously filed as an exhibit to the
Annual Report on Form 10-K for the year ended December 21, 2003).                                                                                                                    
|               | 
|3.1(k)         |  | Articles of Amendment, filed with the State Department of Assessments and Taxation of Maryland on June 22, 2004, amending and restating Article VII of the Registrants Charter
(incorporated by reference to exhibit 7 of the Registrants Form 8-A/A, Amendment No. 1, filed June 30, 2004).                                                                                      
|               | 
|3.1(l)         |  | Articles Supplementary designating the Companys 9.375% Series B Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share, filed with the
State Department of Assessments and Taxation of Maryland on May 26, 2004 (incorporated by reference to exhibit 3.8 of the Registrants Form 8-A/A, Amendment No. 1, filed June 30, 2004).



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|        |  |                                                                                                                                                                                                                                                                                                                                                                           
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1(m)  |  | Articles Supplementary designating the Companys 9.125% Series C Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share, filed with the
State Department of Assessments and Taxation of Maryland on November 18, 2004 (incorporated by reference to exhibit 3.10 of the Registrants Form 8-A filed November 19, 2004).
|        | 
|3.2     |  | Bylaws of the Registrant, as amended and restated (incorporated by reference to the corresponding exhibit number of the Registrants Quarterly Report on Form 10-Q for the period ending
March 31, 1998).                                                                                                                                                                 
|        | 
|3.2(a)  |  | Amendment to Bylaws of the Registrant (incorporated by reference to exhibit 3.2(a) of the Registrants Registration Statement of Form S-3 (File No. 333-111517) filed with the Securities
and Exchange Commission on December 23, 2003).                                                                                                                                  
|        | 
|4.1     |  | Form of Stock Certificate of the Company (incorporated by reference to the corresponding exhibit number to the Registrants Registration Statement on Form S-11, as amended (File No.
33-96670), filed with the Securities and Exchange Commission on September 7, 1995).                                                                                                 
|        | 
|4.2     |  | Rights Agreement between the Registrant and BankBoston, N.A. (incorporated by reference to exhibit 4.2 of the Registrants Registration Statement on Form 8-A as filed with the Securities
and Exchange Commission on October 14, 1998).                                                                                                                                  
|        | 
|4.2(a)  |  | Amendment No. 1 to Rights Agreement between the Registrant and BankBoston, N.A. (incorporated by reference to exhibit 4.2(a) of the Registrants Registration Statement on Form 8-A/A as
filed with the Securities and Exchange Commission on December 23, 1998).                                                                                                         
|        | 
|4.3     |  | Specimen Certificate representing the 9.375% Series B Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 4.1 of the Registrants Form 8-A, filed with the
Securities and Exchange Commission May 27, 2004).                                                                                                                                      
|        | 
|4.4     |  | Specimen Certificate representing the 9.125% Series C Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 4.1 of the Registrants Form 8-A, filed with the
Securities and Exchange Commission November 19, 2004).                                                                                                                                 
|        | 
|10.1    |  | 1995 Stock Option, Deferred Stock and Restricted Stock Plan, as amended and restated (incorporated by reference to exhibit 10.1 of the Registrants Quarterly Report on Form 10-Q for the
period ending March 31, 1998).                                                                                                                                                  
|        | 
|10.2(a) |  | Form of 2002 Indemnification Agreement between the Registrant and its Directors and Officers (incorporated by reference to exhibit 10.1(a) of the Registrants Quarterly Report on Form
10-Q for the period ended September 30, 2004).                                                                                                                                    
|        | 
|10.2(b) |  | Schedule of each officer and director that is a party to an Indemnification Agreement (incorporated by reference to exhibit 10.1(b) of the Registrants Quarterly Report on Form 10-Q for
the period ended September 30, 2004).                                                                                                                                           
|        | 
|10.3    |  | Form of Loan Purchase and Administrative Services Agreement between the Registrant and Impac Funding Corporation (incorporated by reference to exhibit 10.9 to the Registrants
Registration Statement on Form S-11, as amended (File No. 33-96670), filed with the Securities and Exchange Commission on September 7,1995).                                              
|        | 
|10.4    |  | Servicing Agreement effective November 11, 1995 between the Registrant and Impac Funding Corporation (incorporated by reference to exhibit 10.14 to the Registrants Registration
Statement on Form S-11, as amended (File No. 333-04011), filed with the Securities and Exchange Commission on May 17, 1996).                                                            
|        | 
|10.5*   |  | Impac Mortgage Holdings, Inc. 1996 Stock Option Loan Plan (incorporated by reference to exhibit 10.15 to the Registrants Form 10-K for the year ended December 31,
1996).                                                                                                                                                                                                
|        | 
|10.6    |  | Lease dated June 1, 1998 regarding 1401 Dove Street, Newport Beach California (incorporated by reference to exhibit 10.17 of the Registrants 10-K for the year ended December 31,
1998).                                                                                                                                                                                 
|        | 
|10.6(a) |  | Second Amendment to Lease dated October 1, 1999 between The Realty Associates Fund V, L.P., the Registrant and Impac Funding Corporation regarding 1401 Dove Street, Newport Beach California
(incorporated by reference to exhibit number 10.4(d) of the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2000).                                



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|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                
|--------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.7      |  | Office Lease, First Amendment to Office Lease, and Assignment, Assumption and Consent to Assignment of Lease with Property California OB One Corporation and Assignment to Impac Funding
Corporation regarding 15050 Avenue of Science Suite 210 San Diego California. (incorporated by reference to exhibit number 10.10 of the Registrants Annual Report on Form 10-K for the year ended December 31, 2001).
|          | 
|10.8     |  | Lease dated March 4, 2005 regarding 19500 Jamboree Road, Newport Beach California.                                                                                                                                                                                                                                                                                                                             
|          | 
|10.9*     |  | Employment Agreement between Impac Funding Corporation and Ronald M. Morrison dated September 1, 2001 (incorporated by reference to exhibit 10.8 of the Registrants Annual Report on Form
10-K for the year ended December 31, 2003).                                                                                                                                                                         
|          | 
|10.10     |  | Note dated June 30, 1999 between the Registrant and Impac Funding Corporation (incorporated by reference to exhibit 10.17 of the Registrants Annual Report on Form 10-K for the year
ended December 31, 1999).                                                                                                                                                                                                
|          | 
|10.10(b)  |  | Amendment to Note dated June 30, 1999 between the Registrant and Impac Funding Corporation. (incorporated by reference to exhibit 10.1 of the Registrants Quarterly Report on Form 10-Q
for the period ended June 30, 2004).                                                                                                                                                                                  
|          | 
|10.11*    |  | Impac Mortgage Holdings, Inc. 2001 Stock Option Plan, Deferred Stock and Restricted Stock Plan (incorporated by reference to Appendix A of Registrants Definitive Proxy Statement filed
with the SEC on April 30, 2001).                                                                                                                                                                                      
|          | 
|10.11(a)* |  | Amendment to Impac Mortgage Holdings, Inc. 2001 Stock Option Plan, Deferred Stock and Restricted Stock Plan (incorporated by reference to exhibit 4.1(a) of the Registrants Form S-8
filed with the SEC on March 1, 2002).                                                                                                                                                                                    
|          | 
|10.11(b)* |  | Amendment No. 2 to Impac Mortgage Holdings, Inc. 2001 Stock Option Plan, Deferred Stock and Restricted Stock Plan (incorporated by reference to exhibit 10.10(b) of the Registrants
Annual Report on Form 10-K for the year ended December 31, 2003).                                                                                                                                                         
|          | 
|10.11(c)* |  | Form of Stock Option Agreement for 2001 Stock Option, Deferred Stock and Restricted Stock Plan (incorporated by reference to exhibit 10.2 of the Registrants Quarterly Report on Form
10-Q for the period ended September 30, 2004).                                                                                                                                                                          
|          | 
|10.12*    |  | The Impac Companies Deferred Compensation Plan (incorporated by reference to exhibit 10.17 of the Registrants Form 10-K for the year ended December 31, 2002).                                                                                                                                                                                                                                                
|          | 
|10.13     |  | Equity Distribution Agreement, dated May 5, 2003, between Impac Mortgage Holdings, Inc. and UBS Warburg LLC (incorporated by reference to exhibit 1.1 of the Registrants Current Report
on Form 8-K, filed May 7, 2003).                                                                                                                                                                                      
|          | 
|10.13(a)  |  | Letter Agreement to Equity Distribution Agreement, dated June 10, 2003, between Impac Mortgage Holdings, Inc. and UBS Securities LLC (incorporated by reference to exhibit 1.1 of the
Registrants Current Report on Form 8-K, filed June 12, 2003).                                                                                                                                                           
|          | 
|10.14*    |  | Employment Agreement, made as of April 1, 2003, between Impac Funding Corporation and Joseph R. Tomkinson (incorporated by reference to exhibit 10.1 of the Registrants Current Report on
Form 8-K, filed July 15, 2003).                                                                                                                                                                                     
|          | 
|10.14(a)* |  | Amendment to Employment Agreement, dated September 9, 2004, between Impac Funding Corporation and Joseph R. Tomkinson (incorporated by reference to exhibit 10.1 of the Registrants
Current Report on Form 8-K, filed September 15, 2004).                                                                                                                                                                    
|          | 
|10.15*    |  | Employment Agreement, made as of April 1, 2003, between Impac Funding Corporation and William S. Ashmore (incorporated by reference to exhibit 10.2 of the Registrants Current Report on
Form 8-K, filed July 15, 2003).                                                                                                                                                                                      
|          | 
|10.15(a)* |  | Amendment to Employment Agreement, dated September 9, 2004, between Impac Funding Corporation and William S. Ashmore (incorporated by reference to exhibit 10.2 of the Registrants
Current Report on Form 8-K, filed September 15, 2004).                                                                                                                                                                     



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|          |  |                                                                                                                                                                                                                                                                                                                                                                        
|--------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.16*    |  | Employment Agreement, made as of April 1, 2003, between Impac Funding Corporation and Richard J. Johnson (incorporated by reference to exhibit 10.3 of the Registrants Current Report on
Form 8-K, filed July 15, 2003).                                                                                                                                              
|          | 
|10.16(a)* |  | Amendment to Employment Agreement, dated September 9, 2004, between Impac Funding Corporation and Richard J. Johnson (incorporated by reference to exhibit 10.3 of the Registrants
Current Report on Form 8-K, filed September 15, 2004).                                                                                                                             
|          | 
|10.17     |  | Guaranty, dated April 1, 2003, granted by Impac Mortgage Holdings, Inc. in favor of Joseph R. Tomkinson (incorporated by reference to exhibit 10.4 of the Registrants Current Report on
Form 8-K, filed July 15, 2003).                                                                                                                                               
|          | 
|10.18     |  | Guaranty, dated April 1, 2003, granted by Impac Mortgage Holdings, Inc. in favor of William S. Ashmore (incorporated by reference to exhibit 10.5 of the Registrants Current Report on
Form 8-K, filed July 15, 2003).                                                                                                                                                
|          | 
|10.19     |  | Guaranty, dated April 1, 2003, granted by Impac Mortgage Holdings, Inc. in favor of Richard J. Johnson (incorporated by reference to exhibit 10.6 of the Registrants Current Report on
Form 8-K, filed July 15, 2003).                                                                                                                                                
|          | 
|10.20     |  | Stock Purchase Agreement, dated July 1, 2003, among Impac Mortgage Holdings, Inc, Joseph R. Tomkinson, William S. Ashmore, and Johnson Revocable Living Trust (incorporated by reference to
exhibit 10.7 of the Registrants Current Report on Form 8-K, filed July 15, 2003).                                                                                         
|          | 
|10.21     |  | Underwriting Agreement, dated December 17, 2003, by and among Impac Mortgage Holdings, Inc., JMP Securities LLC and Sandler ONeill & Partners, L.P. (incorporated by reference to
exhibit 1.1 of the Registrants Current Report on Form 8-K, filed December 18, 2003).                                                                                               
|          | 
|10.22     |  | Underwriting Agreement, dated February 5, 2004, by and among Impac Mortgage Holdings, Inc., UBS Securities LLC, Friedman, Billings, Ramsey & Co., Inc., Sandler ONeill &
Partners, L.P. and JMP Securities LLC (incorporated by reference to exhibit 1.1 of the Registrants Current Report on Form 8-K, filed February 6, 2004).                                     
|          | 
|10.23     |  | Underwriting Agreement, dated May 7, 2004, by and among Impac Mortgage Holdings, Inc., UBS Securities LLC, RBC Capital Markets Corporation and Roth Capital Partners LLC (incorporated by
reference to exhibit 1.1 of the Registrants Current Report on Form 8-K filed May 10, 2004).                                                                                 
|          | 
|10.24     |  | Equity Distribution Agreement, dated May 12, 2004, between Impac Mortgage Holdings, Inc. and UBS Securities LLC (incorporated by reference to exhibit 1.1 of the Registrants Current
Report on Form 8-K filed May 13, 2004).                                                                                                                                          
|          | 
|10.25     |  | Underwriting Agreement, dated May 25, 2004, by and between Impac Mortgage Holdings, Inc., and Bear, Stearns & Co. Inc., Stifel, Nicolaus & Company, Incorporated, JMP Securities LLC,
RBC Dain Rauscher Inc., Advest, Inc., and Flagstone Securities, LLC (incorporated by reference to exhibit 1.1 of the Registrants Current Report on Form 8-K filed May 27, 2004).
|          | 
|10.26     |  | Underwriting Agreement, dated May 25, 2004, by and between Impac Mortgage Holdings, Inc., and Bear, Stearns & Co. Inc., Stifel, Nicolaus & Company, Incorporated, JMP Securities LLC,
RBC Dain Rauscher Inc., Advest, Inc., and Flagstone Securities, LLC (incorporated by reference to exhibit 1.1 of the Registrants Current Report on Form 8-K filed May 27, 2004).
|          | 
|10.27     |  | Impac Companies 401(k) Savings Plan (formerly known as the Impac Funding Corporation 401(k) Profit Sharing Plan) (incorporated by reference to exhibit 99.1 of the Registrants
Registration Statement on Form S-8 (File No. 333-117070) filed July 1, 2004).                                                                                                          
|          | 
|10.28     |  | Underwriting Agreement, dated November 18, 2004, by and between Impac Mortgage Holdings, Inc., and Bear, Stearns & Co. Inc., Stifel, Nicolaus & Company, Incorporated, and RBC Dain
Rauscher Inc. (incorporated by reference to exhibit 1.1 of the Registrants Current Report on Form 8-K filed November 19, 2004).                                                   
|          | 
|10.29     |  | Underwriting Agreement, dated November 18, 2004, by and between Impac Mortgage Holdings, Inc., and UBS Securities LLC, Bear, Stearns & Co. Inc., Deutsche Bank Securities Inc., and JMP
Securities LLC (incorporated by reference to exhibit 1.1 of the Registrants Current Report on Form 8-K filed November 19, 2004).                                              



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|        |  |                                                                                                                                                                                 
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.30* |  | Letter from Impac Funding Corporation to Gretchen Verdugo regarding proposed Compensation Agreement Terms.                                                                      
|        | 
|21.1    |  | Subsidiaries of the Registrant (incorporated by reference to exhibit 21.1 of the Registrants Quarterly Report on Form 10-Q for the period ended June 30, 2003).                
|        | 
|23.1    |  | Consent of KPMG LLP.                                                                                                                                                            
|        | 
|31.1    |  | Certification of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                   
|        | 
|31.2    |  | Certification of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                   
|        | 
|32.1   |  | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

---

|* | Denotes a management or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K
|- | ----------------------------------------------------------------------------------------------------------------------------------

| | Previously filed with the annual report on Form 10-K or Form 10-K/A for the year ended December 31, 2004 as filed with the Securities Exchange Commission on March 31, 2005 and May
16, 2005, respectively.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | This exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURES



Pursuant to the
requirements of Section 13 or 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, in the City of Newport Beach, State of California, on
the 15th day of August, 2005.



IMPAC MORTGAGE HOLDINGS, INC.by

/s/ JOSEPH R. TOMKINSONJoseph R. TomkinsonChairman of the Board and Chief Executive
Officer




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##### Table of Contents

EXHIBIT INDEX



|               |  |                                                                                                                                                                                                                                                                                                                                                                                     
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit Number |  | Description                                                                                                                                                                                                                                                                                                                                                                         
|3.1            |  | Charter of the Registrant (incorporated by reference to the corresponding exhibit number to the Registrants Registration Statement on Form S-11, as amended (File No. 33-96670), filed
with the Securities and Exchange Commission on September 7, 1995).                                                                                                                          
|               | 
|3.1(a)         |  | Certificate of Correction of the Registrant (incorporated by reference to exhibit 3.1(a) of the Registrants 10-K for the year ended December 31, 1998).                                                                                                                                                                                                                            
|               | 
|3.1(b)         |  | Articles of Amendment of the Registrant (incorporated by reference to exhibit 3.1(b) of the Registrants 10-K for the year ended December 31, 1998).                                                                                                                                                                                                                                
|               | 
|3.1(c)         |  | Articles of Amendment for change of name to Charter of the Registrant (incorporated by reference to exhibit number 3.1(a) of the Registrants Current Report on Form 8-K, filed February
11, 1998).                                                                                                                                                                                 
|               | 
|3.1(d)         |  | Articles Supplementary and Certificate of Correction for Series A Junior Participating Preferred Stock of the Registrant (incorporated by reference to exhibit 3.1(d) of the Registrants
10-K for the year ended December 31, 1998).                                                                                                                                               
|               | 
|3.1(e)         |  | Articles Supplementary for Series B 10.5% Cumulative Convertible Preferred Stock of the Registrant (incorporated by reference to exhibit 3.1b of the Registrants Current Report on Form 8-K, filed December 23, 1998).                                                                                                                                                             
|               | 
|3.1(f)         |  | Articles Supplementary for Series C 10.5% Cumulative Convertible Preferred Stock of the Registrant (incorporated by reference to the corresponding exhibit number of the Registrants
Quarterly Report on Form 10-Q for the period ending September 30, 2000).                                                                                                                      
|               | 
|3.1(g)         |  | Certificate of Correction for Series C Preferred Stock of the Registrant (incorporated by reference to the corresponding exhibit number of the Registrants Quarterly Report on Form 10-Q
for the period ending September 30, 2000).                                                                                                                                                
|               | 
|3.1(h)         |  | Articles Supplementary, filed with the State Department of Assessments and Taxation of Maryland on July 12, 2002, reclassifying Series C Preferred Stock of the Registrant (incorporated by
reference to exhibit 9 of the Registrants Form 8-A/A, Amendment No. 2, filed July 30, 2002).                                                                                           
|               | 
|3.1(i)         |  | Articles of Amendment, filed with the State Department of Assessments and Taxation of Maryland on July 17, 2002, increasing authorized shares of Common Stock of the Registrant (incorporated
by reference to exhibit 10 of the Registrants Form 8-A/A, Amendment No. 2, filed July 30, 2002).                                                                                     
|               | 
|3.1(j)         |  | Resolution to Change Principal Officer or Resident Agent, filed with the State Department of Assessments and Taxation of Maryland on September 11, 2002 (previously filed as an exhibit to the
Annual Report on Form 10-K for the year ended December 21, 2003).                                                                                                                    
|               | 
|3.1(k)         |  | Articles of Amendment, filed with the State Department of Assessments and Taxation of Maryland on June 22, 2004, amending and restating Article VII of the Registrants Charter
(incorporated by reference to exhibit 7 of the Registrants Form 8-A/A, Amendment No. 1, filed June 30, 2004).                                                                                      
|               | 
|3.1(l)         |  | Articles Supplementary designating the Companys 9.375% Series B Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share, filed with the
State Department of Assessments and Taxation of Maryland on May 26, 2004 (incorporated by reference to exhibit 3.8 of the Registrants Form 8-A/A, Amendment No. 1, filed June 30, 2004).
|               | 
|3.1(m)         |  | Articles Supplementary designating the Companys 9.125% Series C Cumulative Redeemable Preferred Stock, liquidation preference $25.00 per share, par value $0.01 per share, filed with the
State Department of Assessments and Taxation of Maryland on November 18, 2004 (incorporated by reference to exhibit 3.10 of the Registrants Form 8-A filed November 19, 2004).          
|               | 
|3.2            |  | Bylaws of the Registrant, as amended and restated (incorporated by reference to the corresponding exhibit number of the Registrants Quarterly Report on Form 10-Q for the period ending
March 31, 1998).                                                                                                                                                                           



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|        |  |                                                                                                                                                                                                                                                                                                                                           
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.2(a)  |  | Amendment to Bylaws of the Registrant (incorporated by reference to exhibit 3.2(a) of the Registrants Registration Statement of Form S-3 (File No. 333-111517) filed with the Securities
and Exchange Commission on December 23, 2003).                                                                                                  
|        | 
|4.1     |  | Form of Stock Certificate of the Company (incorporated by reference to the corresponding exhibit number to the Registrants Registration Statement on Form S-11, as amended (File No.
33-96670), filed with the Securities and Exchange Commission on September 7, 1995).                                                                 
|        | 
|4.2     |  | Rights Agreement between the Registrant and BankBoston, N.A. (incorporated by reference to exhibit 4.2 of the Registrants Registration Statement on Form 8-A as filed with the Securities
and Exchange Commission on October 14, 1998).                                                                                                  
|        | 
|4.2(a)  |  | Amendment No. 1 to Rights Agreement between the Registrant and BankBoston, N.A. (incorporated by reference to exhibit 4.2(a) of the Registrants Registration Statement on Form 8-A/A as
filed with the Securities and Exchange Commission on December 23, 1998).                                                                         
|        | 
|4.3     |  | Specimen Certificate representing the 9.375% Series B Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 4.1 of the Registrants Form 8-A, filed with the
Securities and Exchange Commission May 27, 2004).                                                                                                      
|        | 
|4.4     |  | Specimen Certificate representing the 9.125% Series C Cumulative Redeemable Preferred Stock (incorporated by reference to Exhibit 4.1 of the Registrants Form 8-A, filed with the
Securities and Exchange Commission November 19, 2004).                                                                                                 
|        | 
|10.1    |  | 1995 Stock Option, Deferred Stock and Restricted Stock Plan, as amended and restated (incorporated by reference to exhibit 10.1 of the Registrants Quarterly Report on Form 10-Q for the
period ending March 31, 1998).                                                                                                                  
|        | 
|10.2(a) |  | Form of 2002 Indemnification Agreement between the Registrant and its Directors and Officers (incorporated by reference to exhibit 10.1(a) of the Registrants Quarterly Report on Form
10-Q for the period ended September 30, 2004).                                                                                                    
|        | 
|10.2(b) |  | Schedule of each officer and director that is a party to an Indemnification Agreement (incorporated by reference to exhibit 10.1(b) of the Registrants Quarterly Report on Form 10-Q for
the period ended September 30, 2004).                                                                                                           
|        | 
|10.3    |  | Form of Loan Purchase and Administrative Services Agreement between the Registrant and Impac Funding Corporation (incorporated by reference to exhibit 10.9 to the Registrants
Registration Statement on Form S-11, as amended (File No. 33-96670), filed with the Securities and Exchange Commission on September 7,1995).              
|        | 
|10.4    |  | Servicing Agreement effective November 11, 1995 between the Registrant and Impac Funding Corporation (incorporated by reference to exhibit 10.14 to the Registrants Registration
Statement on Form S-11, as amended (File No. 333-04011), filed with the Securities and Exchange Commission on May 17, 1996).                            
|        | 
|10.5*   |  | Impac Mortgage Holdings, Inc. 1996 Stock Option Loan Plan (incorporated by reference to exhibit 10.15 to the Registrants Form 10-K for the year ended December 31,
1996).                                                                                                                                                                
|        | 
|10.6    |  | Lease dated June 1, 1998 regarding 1401 Dove Street, Newport Beach California (incorporated by reference to exhibit 10.17 of the Registrants 10-K for the year ended December 31,
1998).                                                                                                                                                 
|        | 
|10.6(a) |  | Second Amendment to Lease dated October 1, 1999 between The Realty Associates Fund V, L.P., the Registrant and Impac Funding Corporation regarding 1401 Dove Street, Newport Beach California
(incorporated by reference to exhibit number 10.4(d) of the Registrants Quarterly Report on Form 10-Q for the quarter ended June 30, 2000).



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|          |  |                                                                                                                                                                                                                                                                                                                                                                                                                
|--------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.7      |  | Office Lease, First Amendment to Office Lease, and Assignment, Assumption and Consent to Assignment of Lease with Property California OB One Corporation and Assignment to Impac Funding
Corporation regarding 15050 Avenue of Science Suite 210 San Diego California. (incorporated by reference to exhibit number 10.10 of the Registrants Annual Report on Form 10-K for the year ended December 31, 2001).
|          | 
|10.8     |  | Lease dated March 4, 2005 regarding 19500 Jamboree Road, Newport Beach California.                                                                                                                                                                                                                                                                                                                             
|          | 
|10.9*     |  | Employment Agreement between Impac Funding Corporation and Ronald M. Morrison dated September 1, 2001 (incorporated by reference to exhibit 10.8 of the Registrants Annual Report on Form
10-K for the year ended December 31, 2003).                                                                                                                                                                         
|          | 
|10.10     |  | Note dated June 30, 1999 between the Registrant and Impac Funding Corporation (incorporated by reference to exhibit 10.17 of the Registrants Annual Report on Form 10-K for the year
ended December 31, 1999).                                                                                                                                                                                                
|          | 
|10.10(b)  |  | Amendment to Note dated June 30, 1999 between the Registrant and Impac Funding Corporation. (incorporated by reference to exhibit 10.1 of the Registrants Quarterly Report on Form 10-Q
for the period ended June 30, 2004).                                                                                                                                                                                  
|          | 
|10.11*    |  | Impac Mortgage Holdings, Inc. 2001 Stock Option Plan, Deferred Stock and Restricted Stock Plan (incorporated by reference to Appendix A of Registrants Definitive Proxy Statement filed
with the SEC on April 30, 2001).                                                                                                                                                                                      
|          | 
|10.11(a)* |  | Amendment to Impac Mortgage Holdings, Inc. 2001 Stock Option Plan, Deferred Stock and Restricted Stock Plan (incorporated by reference to exhibit 4.1(a) of the Registrants Form S-8
filed with the SEC on March 1, 2002).                                                                                                                                                                                    
|          | 
|10.11(b)* |  | Amendment No. 2 to Impac Mortgage Holdings, Inc. 2001 Stock Option Plan, Deferred Stock and Restricted Stock Plan (incorporated by reference to exhibit 10.10(b) of the Registrants
Annual Report on Form 10-K for the year ended December 31, 2003).                                                                                                                                                         
|          | 
|10.11(c)* |  | Form of Stock Option Agreement for 2001 Stock Option, Deferred Stock and Restricted Stock Plan (incorporated by reference to exhibit 10.2 of the Registrants Quarterly Report on Form
10-Q for the period ended September 30, 2004).                                                                                                                                                                          
|          | 
|10.12*    |  | The Impac Companies Deferred Compensation Plan (incorporated by reference to exhibit 10.17 of the Registrants Form 10-K for the year ended December 31, 2002).                                                                                                                                                                                                                                                
|          | 
|10.13     |  | Equity Distribution Agreement, dated May 5, 2003, between Impac Mortgage Holdings, Inc. and UBS Warburg LLC (incorporated by reference to exhibit 1.1 of the Registrants Current Report
on Form 8-K, filed May 7, 2003).                                                                                                                                                                                      
|          | 
|10.13(a)  |  | Letter Agreement to Equity Distribution Agreement, dated June 10, 2003, between Impac Mortgage Holdings, Inc. and UBS Securities LLC (incorporated by reference to exhibit 1.1 of the
Registrants Current Report on Form 8-K, filed June 12, 2003).                                                                                                                                                           
|          | 
|10.14*    |  | Employment Agreement, made as of April 1, 2003, between Impac Funding Corporation and Joseph R. Tomkinson (incorporated by reference to exhibit 10.1 of the Registrants Current Report on
Form 8-K, filed July 15, 2003).                                                                                                                                                                                     
|          | 
|10.14(a)* |  | Amendment to Employment Agreement, dated September 9, 2004, between Impac Funding Corporation and Joseph R. Tomkinson (incorporated by reference to exhibit 10.1 of the Registrants
Current Report on Form 8-K, filed September 15, 2004).                                                                                                                                                                    
|          | 
|10.15*    |  | Employment Agreement, made as of April 1, 2003, between Impac Funding Corporation and William S. Ashmore (incorporated by reference to exhibit 10.2 of the Registrants Current Report on
Form 8-K, filed July 15, 2003).                                                                                                                                                                                      
|          | 
|10.15(a)* |  | Amendment to Employment Agreement, dated September 9, 2004, between Impac Funding Corporation and William S. Ashmore (incorporated by reference to exhibit 10.2 of the Registrants
Current Report on Form 8-K, filed September 15, 2004).                                                                                                                                                                     
|          | 
|10.16*    |  | Employment Agreement, made as of April 1, 2003, between Impac Funding Corporation and Richard J. Johnson (incorporated by reference to exhibit 10.3 of the Registrants Current Report on
Form 8-K, filed July 15, 2003).                                                                                                                                                                                      



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|          |  |                                                                                                                                                                                                                                                                                                                                                                        
|--------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.16(a)* |  | Amendment to Employment Agreement, dated September 9, 2004, between Impac Funding Corporation and Richard J. Johnson (incorporated by reference to exhibit 10.3 of the Registrants
Current Report on Form 8-K, filed September 15, 2004).                                                                                                                             
|          | 
|10.17     |  | Guaranty, dated April 1, 2003, granted by Impac Mortgage Holdings, Inc. in favor of Joseph R. Tomkinson (incorporated by reference to exhibit 10.4 of the Registrants Current Report on
Form 8-K, filed July 15, 2003).                                                                                                                                               
|          | 
|10.18     |  | Guaranty, dated April 1, 2003, granted by Impac Mortgage Holdings, Inc. in favor of William S. Ashmore (incorporated by reference to exhibit 10.5 of the Registrants Current Report on
Form 8-K, filed July 15, 2003).                                                                                                                                                
|          | 
|10.19     |  | Guaranty, dated April 1, 2003, granted by Impac Mortgage Holdings, Inc. in favor of Richard J. Johnson (incorporated by reference to exhibit 10.6 of the Registrants Current Report on
Form 8-K, filed July 15, 2003).                                                                                                                                                
|          | 
|10.20     |  | Stock Purchase Agreement, dated July 1, 2003, among Impac Mortgage Holdings, Inc, Joseph R. Tomkinson, William S. Ashmore, and Johnson Revocable Living Trust (incorporated by reference to
exhibit 10.7 of the Registrants Current Report on Form 8-K, filed July 15, 2003).                                                                                         
|          | 
|10.21     |  | Underwriting Agreement, dated December 17, 2003, by and among Impac Mortgage Holdings, Inc., JMP Securities LLC and Sandler ONeill & Partners, L.P. (incorporated by reference to
exhibit 1.1 of the Registrants Current Report on Form 8-K, filed December 18, 2003).                                                                                               
|          | 
|10.22     |  | Underwriting Agreement, dated February 5, 2004, by and among Impac Mortgage Holdings, Inc., UBS Securities LLC, Friedman, Billings, Ramsey & Co., Inc., Sandler ONeill &
Partners, L.P. and JMP Securities LLC (incorporated by reference to exhibit 1.1 of the Registrants Current Report on Form 8-K, filed February 6, 2004).                                     
|          | 
|10.23     |  | Underwriting Agreement, dated May 7, 2004, by and among Impac Mortgage Holdings, Inc., UBS Securities LLC, RBC Capital Markets Corporation and Roth Capital Partners LLC (incorporated by
reference to exhibit 1.1 of the Registrants Current Report on Form 8-K filed May 10, 2004).                                                                                 
|          | 
|10.24     |  | Equity Distribution Agreement, dated May 12, 2004, between Impac Mortgage Holdings, Inc. and UBS Securities LLC (incorporated by reference to exhibit 1.1 of the Registrants Current
Report on Form 8-K filed May 13, 2004).                                                                                                                                          
|          | 
|10.25     |  | Underwriting Agreement, dated May 25, 2004, by and between Impac Mortgage Holdings, Inc., and Bear, Stearns & Co. Inc., Stifel, Nicolaus & Company, Incorporated, JMP Securities LLC,
RBC Dain Rauscher Inc., Advest, Inc., and Flagstone Securities, LLC (incorporated by reference to exhibit 1.1 of the Registrants Current Report on Form 8-K filed May 27, 2004).
|          | 
|10.26     |  | Underwriting Agreement, dated May 25, 2004, by and between Impac Mortgage Holdings, Inc., and Bear, Stearns & Co. Inc., Stifel, Nicolaus & Company, Incorporated, JMP Securities LLC,
RBC Dain Rauscher Inc., Advest, Inc., and Flagstone Securities, LLC (incorporated by reference to exhibit 1.1 of the Registrants Current Report on Form 8-K filed May 27, 2004).
|          | 
|10.27     |  | Impac Companies 401(k) Savings Plan (formerly known as the Impac Funding Corporation 401(k) Profit Sharing Plan) (incorporated by reference to exhibit 99.1 of the Registrants
Registration Statement on Form S-8 (File No. 333-117070) filed July 1, 2004).                                                                                                          
|          | 
|10.28     |  | Underwriting Agreement, dated November 18, 2004, by and between Impac Mortgage Holdings, Inc., and Bear, Stearns & Co. Inc., Stifel, Nicolaus & Company, Incorporated, and RBC Dain
Rauscher Inc. (incorporated by reference to exhibit 1.1 of the Registrants Current Report on Form 8-K filed November 19, 2004).                                                   
|          | 
|10.29     |  | Underwriting Agreement, dated November 18, 2004, by and between Impac Mortgage Holdings, Inc., and UBS Securities LLC, Bear, Stearns & Co. Inc., Deutsche Bank Securities Inc., and JMP
Securities LLC (incorporated by reference to exhibit 1.1 of the Registrants Current Report on Form 8-K filed November 19, 2004).                                              



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|        |  |                                                                                                                                                                                 
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.30* |  | Letter from Impac Funding Corporation to Gretchen Verdugo regarding proposed Compensation Agreement Terms.                                                                      
|        | 
|21.1    |  | Subsidiaries of the Registrant (incorporated by reference to exhibit 21.1 of the Registrants Quarterly Report on Form 10-Q for the period ended June 30, 2003).                
|        | 
|23.1    |  | Consent of KPMG LLP.                                                                                                                                                            
|        | 
|31.1    |  | Certification of Chief Executive Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                   
|        | 
|31.2    |  | Certification of Chief Financial Officer pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                   
|        | 
|32.1   |  | Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.**

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|* | Denotes a management or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 601 of Regulation S-K
|- | ----------------------------------------------------------------------------------------------------------------------------------

| | Previously filed with the annual report on Form 10-K or Form 10-K/A for the year ended December 31, 2004 as filed with the Securities Exchange Commission on March 31, 2005 and May
16, 2005, respectively.
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|** | This exhibit shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof and irrespective of any general incorporation language in any filings.
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