SECURITIES AND EXCHANGE COMMISSION
                             Washington, DC 20549


                                   FORM 8-K

                                CURRENT REPORT
    Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


       Date of Report (date of earliest event reported) October 8, 1998


                         IMPAC MORTGAGE HOLDINGS, INC.
               (Name of registrant as specified in its charter)

             MARYLAND                                       33-0675505
(State or other jurisdiction of                        (I.R.S. employer 
incorporation or organization)                       identification number)

          20371 IRVINE AVENUE
     SANTA ANA HEIGHTS, CALIFORNIA                            92707
(Address of principal executive offices)                    (Zip Code)

                   ISSUER'S TELEPHONE NUMBER: (714) 556-0122

     _____________________________________________________________________
         (Former name or former address, if changed since last report)

 
Item 5.   Other Events

        On December 22, 1998, in connection with the Company's Prospectus 
Supplement to the Prospectus, File No. 333-34137 (the "Registration Statement"),
that was declared effective by the Securities and Exchange Commission on May 8, 
1998, the Company entered into a Placement Agent Agreement (the "Placement Agent
Agreement") with EVEREN Securities, Inc. (the "Placement Agent"). The Placement 
Agent Agreement provides for the offer and sale of 1,200,000 shares of Series B 
10.5% Cumulative Convertible Preferred Stock (the "Preferred Stock") by the 
Placement Agent on a best efforts basis. The Placement Agent is not obligated 
and does not intend to itself take (or purchase) any of the Preferred Stock.

        The Placement Agent has been filed as an exhibit to this report and is 
incorporated by reference herein. This report, including the Placement Agent 
Agreement filed as an exhibit hereto, is incorporated by reference into the 
Registration Statement.

Item 7.   Financial Statements and Exhibits

        (c)    Exhibits

        1.3    Form of Placement Agent Agreement

        3.1b   Articles Supplementary

        4.9    Form of Series B 10.5% Cumulative Convertible Preferred Stock 
               Certificate

       12.2    Computation of Ratio of Earnings to Fixed Charges and Preferred 
               Stock Dividends

       23.1    Independent Auditors' Consent IMH

       23.2    Independent Auditors' Consent IFC

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                                  SIGNATURES

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

Date: December 23, 1998

                                        IMPAC MORTGAGE HOLDINGS, INC.




                                        BY:  /s/ Richard Johnson
                                           -------------------------------------
                                                Richard Johnson
                                                Executive Vice President Finance
                                                and Chief Financial Officer

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