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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-K/A
AMENDMENT NO. 1 TO

(MARK ONE)

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
OR

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

COMMISSION FILE NUMBER: 0-19861

IMPERIAL CREDIT MORTGAGE HOLDINGS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

MARYLAND 33-0675505
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

20371 IRVINE AVENUE 92707
SANTA ANA HEIGHTS, CALIFORNIA (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE
OFFICES)

REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (714) 556-0122

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

NAME OF EACH EXCHANGE ON
TITLE OF EACH CLASS WHICH REGISTERED
------------------- ------------------------

Common Stock $0.01 par value American Stock Exchange

Indicate by check mark whether the registrant (l) 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. [_]

The aggregate market value of the voting stock held by nonaffiliates of the
registrant based upon the closing sales price of its Common Stock on March 20,
1997 on the American Stock Exchange was approximately$224.4 million.

THE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING AS OF MARCH 20, 1997:
9,400,000

DOCUMENTS INCORPORATED BY REFERENCE

NONE.

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ITEM 11. EXECUTIVE COMPENSATION

During 1995, none of the executive officers of the Company earned more than
$100,000 in total compensation. The following table sets forth all
compensation paid by the Company to its Chief Executive Officer and the other
executive officers whose annual salary and bonus were in excess of $100,000
during 1996.

LONG-TERM
ANNUAL COMPENSATION COMPENSATION
---------------------------------------- ------------
RESTRICTED
OTHER ANNUAL STOCK ALL OTHER
NAME AND PRINCIPAL POSITION(1) YEAR SALARY($) BONUS($)(2)(3) COMPENSATION($) AWARD(S)($) COMPENSATION($)(9)
- ------------------------------ ---- --------- -------------- --------------- ------------ ------------------

Joseph R. Tomkinson...... 1996 250,000 471,197(4) 24,648(5) -- 870
Vice Chairman of the
Board and Chief
Executive Officer of the
Company and Chairman of
the Board and CEO of
ICIFC and IWLG
William S. Ashmore....... 1996 200,000 237,878(4) 16,248(6) -- 839
President and Chief
Operating Officer of the
Company, Executive Vice
President and Director
of ICIFC and President
and Director of IWLG
Richard J. Johnson....... 1996 100,000 68,250 16,248(6) 15,090(8) 216
Senior Vice President,
Chief Financial Officer,
Treasurer, and Secretary
of the Company, ICIFC
and IWLG and Director of
ICIFC
Mary C. Glass............ 1996 90,000 99,148 6,755(7) -- 357
Vice President of the
Company and Senior Vice
President, Structured
Transactions, of ICIFC
and IWLG

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(1) On November 20, 1995, each of the persons in the above table entered into
a five-year employment agreement at an annual salary as stated in the
table, subject to adjustment for inflation, plus bonuses described in
footnote (3) and in the case of Messrs. Tomkinson and Ashmore, those
additional bonuses described in footnote (4).

(2) During 1996, pursuant to the Management Agreement, the Company reserved
up to 1/5 of the Company's 25% Incentive Payment for distribution as
bonuses to its employees in amounts determined by the Company's Board of
Directors. Such payment was made in lieu of payment of a like amount to
ICAI under the Management Agreement. Pursuant to the Amended and Restated
Management Agreement, dated January 31, 1997, the Company will pay 1/4 of
the Company's 25% Incentive Payment for distribution as bonuses to
participants in its executive bonus pool in amounts to be determined in
the sole discretion of the Company's Chief Executive Officer and 25% of
the per annum base management fee shall be paid to participants in the
Company's executive bonus pool in amounts to be determined in the sole
discretion of the Company's Chief Executive Officer. Such payment shall
be made in lieu of payment of a like amount to ICAI under the Amended and
Restated Management Agreement. See "Item 13. Certain Relationships and
Certain Transactions--Relationships with the Manager--Management Fees."

(3) Includes a quarterly bonus equal to the aggregate dividend such person
would have received from the Company on all shares of Common Stock
underlying unexercised stock options held by such person which were
outstanding on the date of payment of said bonus, provided however that
(1) no such bonus was paid in calendar 1995, (2) quarterly bonuses were
paid for each of the first three quarters of calendar 1996 since the
dividend that would be payable by the Company on shares of its Common
Stock for the subject quarter after payment of all such quarterly bonuses
equaled or exceeded ten percent (10%) (on an annualized basis) of $13.00,
and (3) quarterly bonuses were paid for the fourth quarter of 1996 since
the dividend that would be payable by the Company on shares of its Common
Stock for the subject quarter after payment of all such quarterly bonuses
equaled or exceeded fifteen percent (15%) (on an annualized basis) of
$13.00. Quarterly bonuses will be paid for the next three calendar
quarters thereafter only if the dividend that would be payable by the
Company on shares of its Common Stock for the subject quarter after
payment of all such quarterly bonuses equals or exceeds fifteen percent
(15%) (on an annualized basis) of $13.00 and quarterly bonuses will be
paid for each calendar quarter thereafter, if the dividend that would be
payable by the Company on shares of its Common Stock for the subject
quarter equals or exceeds such level as determined by a majority of the
Unaffiliated Directors. Such persons will not be required to refund any
portion of such bonuses previously earned regardless of the level of
dividends in subsequent quarters.

(4) Messrs. Tomkinson and Ashmore are each entitled to performance and
profitability bonuses but, in no event to exceed their respective base
salaries.

(5) Consists of (i) a car allowance paid by the Company of $14,400 and (ii)
aggregate contributions paid by the Company of $10,248 under the 401(k)
plan.

(6) Consists of (i) a car allowance paid by the Company of $6,000 and (ii)
aggregate contributions paid by the Company of $10,248 under the 401(k)
plan.

(7) Consists of (i) a car allowance paid by the Company of $3,000 and (ii)
aggregate contributions paid by the Company of $3,755 under the 401(k)
plan.

(8) Consists of 1,006 shares acquired on April 12, 1996 and based on a
closing price on that date of $15.00 per share as quoted on the American
Stock Exchange. As of December 31, 1996, based on a closing price of
$23.75 per share as quoted on the American Stock Exchange, the value of
the stock was $23,893.

(9) For each person, consists of payments on group term-life insurance.

OPTION GRANTS, EXERCISES AND YEAR-END VALUES

The following table sets forth stock options granted to executive officers
under the Stock Option Plan as of December 31, 1996:

OPTION GRANTS IN FISCAL YEAR ENDED DECEMBER 31, 1996

POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF
STOCK PRICE
APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
--------------------------------------------------- ----------------------
NUMBER OF
SHARES PERCENTAGE OF
UNDERLYING OPTIONS
OPTIONS GRANTED TO EXORCISE PRICE 3EXPIRATION
NAME GRANTED EMPLOYEES ($/SH) DATE 5%($) 10%($)
---- ---------- ------------- -------------- ----------- ---------- ----------

Joseph R. Tomkinson..... -- N/A N/A N/A N/A N/A
William S. Ashmore...... -- N/A N/A N/A N/A N/A
Richard J. Johnson...... -- N/A N/A N/A N/A N/A
Mary C. Glass........... -- N/A N/A N/A N/A N/A

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR AND FY-END OPTION VALUES

NUMBER OF
SECURTIES VALUE OF
UNDERLYING UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS AT OPTIONS AT
SHARES FISCAL YEAR-END FISCAL YEAR-END
ACQUIRED ON VALUE EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#) REALIZED($) UNEXERCISABLE(#)(1) UNEXERCISABLE($)(2)
---- ----------- ----------- ------------------- -------------------

Joseph R. Tomkinson..... -- -- --/95,000 --/1,187,500
William S. Ashmore...... -- -- --/50,000 --/ 625,000
Richard J. Johnson...... -- -- --/25,000 --/ 312,500
Mary C. Glass........... -- -- --/25,000 --/ 312,500

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(1) For a description of the terms of such options, see "--Stock Option Plan."
(2) Based on a price per share of $23.75, which was the price of a share of
Common Stock as quoted on the American Stock Exchange at the close of
business on December 31, 1996.

STOCK OPTION PLAN

The Company has adopted a Stock Option, Deferred Stock and Restricted Stock
Plan (the "Stock Option Plan") which provides for the grant of qualified
incentive stock options ("ISOs") that meet the requirements of Section 422 of
the Internal Revenue Code of 1986, as amended, (the "Code") stock options not
so qualified ("NQSOs") and deferred stock, restricted stock, stock
appreciation rights and limited stock appreciation rights awards ("Awards").
The Stock Option Plan is administered by a committee of directors appointed by
the Board of Directors (the "Stock Option Committee"). ISOs may be granted to
the officers and key employees of the Company. NQSOs and Awards may be granted
to the directors, officers and key employees of the Company or any of its
subsidiaries, to the directors, officers and key employees of the Manager, or
to the Manager itself, and to the directors, officers and key employees of
ICIFC. The exercise price for any option granted under the Stock Option Plan
may not be less than 100% (or 110% in the case of ISOs granted to an employee
who is deemed to own in excess of 10% of the outstanding Common Stock) of the
fair market value of the shares of Common Stock at the time the option is
granted. The purpose of the Stock Option Plan is to provide a means of
performance-based compensation in order to attract and retain qualified
personnel and to provide an incentive to those whose job performance affects
the Company. The effective date of the Stock Option Plan was August 31, 1995.

Subject to anti-dilution provisions for stock splits, stock dividends and
similar events, the Stock Option Plan currently authorizes the grant of
options to purchase, and Awards of, up to 299,500 shares as of March 31, 1997.
If an option granted under the Stock Option Plan expires or terminates, or an
Award is forfeited, the shares subject to any unexercised portion of such
option or Award will again become available for the issuance of further
options or Awards under the Stock Option Plan.

Under the Stock Option Plan, the Company may make loans available to stock
option holders, subject to Board of Directors' approval, in connection with
the exercise of stock options granted under the Stock Option Plan. See "--
Stock Option Loan Plan." If shares of Common Stock are pledged as collateral
for such indebtedness, such shares may be returned to the Company in
satisfaction of such indebtedness. If so returned, such shares shall again be
available for issuance in connection with future stock options and Awards
under the Stock Option Plan.

Unless previously terminated by the Board of Directors, no options or Awards
may be granted under the Stock Option Plan after August 31, 2005.

Options granted under the Stock Option Plan will become exercisable in
accordance with the terms of the grant made by the Stock Option Committee.
Awards will be subject to the terms and restrictions of the award made by the
Stock Option Committee. The Stock Option Committee has discretionary authority
to select participants from among eligible persons and to determine at the
time an option or Award is granted and, in the case of options, whether it is
intended to be an ISO or a NQSO, and when and in what increments shares
covered by the option may be purchased.

Under current law, ISOs may not be granted to any individual who is not also
an officer or employee of the Company. To ensure that the Company qualifies as
a Real Estate Investment Trust ("REIT"), the Stock Option Plan provides that
no options may be granted under the Stock Option Plan to any person who,
assuming exercise of all options held by such person, would own or be deemed
to own more than 9.5% of the outstanding shares of Common Stock of the
Company.

Each option must terminate no more than 10 years from the date it is granted
(or 5 years in the case of ISOs granted to an employee who is deemed to own in
excess of 10% of the combined voting power of the Company's outstanding Common
Stock). Options may be granted on terms providing for exercise in whole or in
part at any time or times during their respective terms, or only in specified
percentages at stated time periods or intervals during the term of the option,
as determined by the Stock Option Committee.

The exercise price of any option granted under the Stock Option Plan is
payable in full (1) in cash, (2) by surrender of shares of the Company's
Common Stock already owned by the option holder having a market value equal to
the aggregate exercise price of all shares to be purchased including, in the
case of the exercise of NQSOs, restricted stock subject to an Award under the
Stock Option Plan, (3) by cancellation of indebtedness owed by the Company to
the option holder, (4) by a full recourse promissory note executed by the
option holder, or (5) by any combination of the foregoing. The terms of any
promissory note may be changed from time to time by the Board of Directors to
comply with applicable United States Internal Revenue Service or Commission
regulations or other relevant pronouncements.

The Board of Directors may from time to time revise or amend the Stock
Option Plan, and may suspend or discontinue it at any time. However, no such
revision or amendment may impair the rights of any participant under any
outstanding Award without his consent or may, without stockholder approval,
increase the number of shares subject to the Stock Option Plan or decrease the
exercise price of a stock option to less than 100% of fair market value on the
date of grant (with the exception of adjustments resulting from changes in
capitalization), materially modify the class of participants eligible to
receive options or Awards under the Stock Option Plan, materially increase the
benefits accruing to participants under the Stock Option Plan or extend the
maximum option term under the Stock Option Plan.

STOCK OPTION LOAN PLAN

In December 1996, the Board of Directors adopted the Imperial Credit
Mortgage Holdings, Inc. 1996 Stock Option Loan Plan (the "Loan Plan") under
which loans may be made to officers, directors and key employees of the
Company, the Manager and ICIFC in connection with the exercise of stock
options granted under the Stock Option Plan. Under the Loan Plan, the
principal of any loan may not exceed the sum of (x) the exercise price less
the par value of the shares of Common Stock covered by the stock option
excercised by the holder and (y) any Federal, state, or local income tax
attributable to such exercise. Any loan proceeds must be paid directly to the
Company in connection with the exercise of such options. Loans may be extended
for a period of five years and can be extended annually for up to two more
years, but in no event may the term be longer than seven years, including
extensions. The interest rate on each loan will be adjusted annually from the
date of the loan with a rate approved by the Compensation Committee, with such
interest rate to be at all times at least sufficient to avoid imputed interest
under the Code. The loans under the Loan Plan are evidenced by a promissory
note, they are full recourse loans and are secured by pledges of the Common
Stock purchased upon the exercise of the stock options to which they relate.
In the event of the sale or transfer of any of the shares of the Common Stock
pledged as security, except under certain limited conditions, the unpaid
principal balance and accrued interest shall become immediately due and
payable to the extent of the proceeds realized from such sale or transfer. The
principal and interest on the loans made under the Loan Plan are payable
quarterly only upon the payment of dividends by the Company to holders of its
Common Stock. The loans may be prepaid without penalty at any time.

In December 1996 and March 1997, the Unaffiliated Directors of the Company
and Directors of ICAI excercised 45,000 and 55,000 stock options,
respectively. In connection with the exercise of stock options by the
Unaffiliated Directors of the Company and Directors of ICAI, the Company made
loans secured by the related Common Stock totaling $1,546,875.

401(K) PLAN

On the effective date of the Initial Public Offering, the Company commenced
participation in the ICII contributory retirement plan ("401(k) Plan") for all
full time employees with at least six months of service, which is designed to
be tax deferred in accordance with the provisions of Section 401(k) of the
Code. The 401(k) Plan provides that each participant may contribute from 2% to
14% of his or her salary, and the Company will contribute to the participant's
plan account at the end of each plan year 50% of the first 4% of salary
contributed by a participant. Under the 401(k) Plan, employees may elect to
enroll on the first day of any month, provided that they have been employed
for at least six months.

Subject to the rules for maintaining the tax status of the 401(k) Plan, an
additional Company contribution may be made at the discretion of the Company,
as determined by the Unaffiliated Directors. Should a discretionary
contribution be made, the contribution would first be allocated to those
employees deferring salaries in excess of 4%. The matching contribution would
be 50% of any deferral in excess of 4% up to a maximum deferral of 8%. Should
discretionary contribution funds remain following the allocation outlined
above, any remaining Company matching funds would be allocated as a 50% match
of employee contributions, on the first 4% of the employee's deferrals.
Company matching contributions will be made as of December 31st of each year.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Company's Compensation Committee and Audit Committee each consist of
Messrs. Snavely, Tomkinson, Walsh, Filipps and Peers.

James Walsh, a director of the Company, is an Executive Vice President of
Walsh Securities, Inc. During the year ended December 31, 1996, ICIFC
purchased from Walsh Securities, Inc. mortgage loans of 30-year fully
amortizing, six-month adjustable LIBOR and 15-year fixed rate second trust
deed mortgages having a principal balance of $22.0 million with net premiums
paid of $1.1 million. Servicing rights on all mortgage loans were retained by
ICIFC.

On November 6, 1996, the Company purchased Walsh Acceptance Corporation
mortgage pass-through certificates series 1996-1, Class B issued September 30,
1996. The principal balance of the Class B Certificates was $10.7 million, net
of a discount of $1.2 million to yield 9.3%.

H. Wayne Snavely, Chairman of the Board of the Company, is also Chairman of
the Board, Chief Executive Officer and President of ICII. Joseph R. Tomkinson,
Vice Chairman of the Board and Chief Executive Officer of the Company, is also
a Director of ICII. See "Item 13. Certain Relationships and Certain
Transactions--Relationships with Affiliates--Arrangements and Transactions
With ICII."

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

(b) Exhibits

EXHIBIT NO.
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3.1+ --Charter of the Registrant.
3.2+ --Bylaws of the Registrant.
4.1+ --Form of Stock Certificate of the Company.
10.1+ --Form of Management Agreement between the Registrant and Imperial
Credit Advisors, Inc.
10.2+ --Form of Submanagement Agreement between Imperial Credit
Advisors, Inc. and Imperial Credit Industries, Inc.
10.3+ --Stock Option Plan.
10.4+ --Form of Indemnity Agreement between the Registrant and its
Directors and officers.
10.5+ --Form of Tax Agreement between the Registrant and Imperial Credit
Industries, Inc.
10.6+ --Form of Services Agreement between the Registrant and Imperial
Credit Industries, Inc.
10.7+ --Form of Sublease between the Registrant and Imperial Credit
Industries, Inc. regarding Santa Ana Heights facility.
10.8+ --Form of Employment Agreement.
10.9+ --Form of Loan Purchase and Administrative Services Agreement
between the Registrant and ICI Funding Corporation.
10.10+ --Form of Contribution Agreement between the Registrant, Imperial
Credit Industries, Inc., Southern Pacific Thrift & Loan
Association, ICI Funding Corporation and Imperial Warehouse
Lending Group, Inc.
10.11+ --Form of Non-Competition Agreement between the Registrant and
Imperial Credit Industries, Inc.
10.12+ --Form of Right of First Refusal Agreement between Imperial Credit
Industries, Inc. and ICI Funding Corporation.
10.14++ --Servicing Agreement between the Registrant and ICI Funding
Corporation.
10.15** --Imperial Credit Mortgage Holdings, Inc. 1996 Stock Option Loan
Plan.
10.16 --Amended and Restated Management Agreement between the Registrant
and Imperial Credit Advisors, Inc.
11** --Statement regarding computation of per share earnings.
21.1* --Subsidiaries of the Registrant.
23.1 --Consent of KPMG Peat Marwick LLP regarding the Registrant.
23.2 --Consent of KPMG Peat Marwick LLP regarding ICI Funding
Corporation.

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+ Incorporated by reference to, and all such exhibits have the corresponding
Exhibit Number filed as part of the Registration Statement on Form S-11
(File No.33-96670) and Amendments No.1, 2 and 3 filed with the Securities
and Exchange Commission on September 7, 1995, October 23, 1995, October 30,
1995 and November 8, 1995, respectively.
++ Incorporated by reference to, and all such exhibits have the corresponding
Exhibit Number filed as part of the Registration Statement on Form S-11
(File No. 333-04011) and Amendment No. 1 filed with the Securities and
Exchange Commission on May 17, 1996 and May 30, 1996, respectively.
* Incorporated by reference to, and all such exhibits have the corresponding
Exhibit Number filed as part of the Registration Statement on Form S-11
(File No. 333-14873) and Amendment No. 1 filed with the Securities and
Exchange Commission on October 25, 1996 and November 4, 1996, respectively.
** Previously filed.

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, "HEREUNTO DULY AUTHORIZED."

Imperial Credit Mortgage Holdings,
Inc.

/s/ Joseph R. Tomkinson
By: _________________________________
JOSEPH R. TOMKINSON
VICE CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER

Dated: April 28, 1997

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1934, THIS REPORT HAS
BEEN SIGNED BY THE FOLLOWING PERSONS ON BEHALF OF THE REGISTRANT AND IN THE
CAPACITIES AND ON THE DATES INDICATED.

SIGNATURE TITLE DATE

/s/ Joseph R. Tomkinson Vice Chairman of the April 28, 1997
- ------------------------------------- Board and Chief
JOSEPH R. TOMKINSON Executive Officer
(Principal
Executive Officer)

/s/ Richard J. Johnson Chief Financial April 28, 1997
- ------------------------------------- Officer (Principal
RICHARD J. JOHNSON Financial and
Accounting Officer)

/s/ H. Wayne Snavely Chairman of the April 28, 1997
- ------------------------------------- Board
H. WAYNE SNAVELY

/s/ James Walsh Director April 28, 1997
- -------------------------------------
JAMES WALSH

/s/ Frank P. Filipps Director April 28, 1997
- -------------------------------------
FRANK P. FILIPPS

/s/ Stephan R. Peers Director April 28, 1997
- -------------------------------------
STEPHAN R. PEERS