January 25, 2005


Mail Stop 0409

Ronald M. Morrison
General Counsel
Impac Mortgage Holdings, Inc.
1100 Santa Monica Blvd., 7th Floor
Los Angeles, CA  90067

Re:	Impac Mortgage Holdings, Inc.
	Form S-3
      File No. 333-121562

Dear Mr. Morrison:

	This is to advise you that we are limiting our review of the
above registration statement to ensure compliance with the
outstanding comments on your Form 10-K that is currently being
reviewed by staff.  We will not conduct any further review of the
registration statement aside from this outstanding matter.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert this action as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      You may submit a request to accelerate the effective date of
your registration statement once the currently outstanding
comments
on your Form 10-K have been cleared by the staff.  We will
consider a
written request for acceleration of the effective date of the
registration statement as a confirmation of the fact that those
requesting acceleration are aware of their responsibilities under
the
Securities Act of 1933 and the Securities Exchange Act of 1934 as
they relate to the proposed public offering of the securities
specified in your registration statement.  We will act upon such
request and pursuant to delegated authority grant acceleration of
the
effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      Please contact Jeffrey A. Shady, at (202) 942-1901, or me at
(202) 942-1960 with any questions.

Sincerely,



Karen J. Garnett
Assistant Director

cc:	Katherine J. Blair, Esq., (via facsimile)
	Kirkpatrick & Lockhart LLP
??

??

??

??

Impac Mortgage Holdings, Inc.
Page 1