SC TO-I/A

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20459

                                   SCHEDULE TO

                             TENDER OFFER STATEMENT
                    UNDER SECTION 14(d)(1) OR 13(e)(1) OF THE
                         SECURITIES EXCHANGE ACT OF 1934
                                (FINAL AMENDMENT)

                         IMPAC COMMERCIAL HOLDINGS, INC.
                       (NAME OF SUBJECT COMPANY (ISSUER))

                    IMPAC COMMERCIAL HOLDINGS, INC. (ISSUER)
 (NAME OF FILING PERSON (IDENTIFYING STATUS AS OFFEROR, ISSUER OR OTHER PERSON))

                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)

                                  (44968J 106)
                      (CUSIP NUMBER OF CLASS OF SECURITIES)

                                RANDAL A. NARDONE
                      CHIEF OPERATING OFFICER AND SECRETARY
                              FIC MANAGEMENT, INC.
                           1301 AVENUE OF THE AMERICAS
                            NEW YORK, NEW YORK 10019
                                  (212)798-6100

           (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO
         RECEIVE NOTICES AND COMMUNICATIONS ON BEHALF OF FILING PERSON)

                                    COPY TO:
                                J. GREGORY MILMOE
                    SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
                                FOUR TIMES SQUARE
                            NEW YORK, NEW YORK 10036
                                 (212) 735-3000

[ ] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which the
statement relates:

[ ]  third-party tender offer subject to Rule14d-1.
[X]  issuer tender offer subject to Rule 13e-4.

[ ]  going-private transaction subject to Rule13e-3.
[ ]  amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results
of the tender offer: [x]

       This Final Amendment to the Issuer Tender Offer Statement on Schedule TO
(this "Schedule TO") relates to the offer by Impac Commercial Holdings, Inc., a
Maryland corporation ("Impac"), to


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purchase up to 2,020,367 shares (or such lesser number of shares as are properly
tendered) of its common stock, par value $0.01 per share (the "Common Stock") at
a purchase price of $5.75 per share, including the associated preferred stock
purchase rights issued under the Rights Agreement, dated as of October 7, 1998,
between Impac and BankBoston N.A., net to the seller in cash, without interest
thereon, all upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated April 24, 2000 (the "Offer to Purchase"), and the related
Letter of Transmittal (which, as amended or supplemented from time to time,
together constitute the "Offer"), copies of which are attached as Exhibits
(a)(1) and (a)(2). This Schedule TO is intended to satisfy the reporting
requirements of Rule 13e-4(c)(2) of the Securities Exchange Act of 1934, as
amended. Pursuant to Rule 13e-4(f)(1)(ii), the total number of shares purchased
may be increased to 2,222,403 shares of Common Stock.

ITEM 4. TERMS OF THE TRANSACTION.

       Item 4 of this Schedule TO, is hereby amended by adding the following at
the end thereof:

       The Offer expired at 12:00 midnight, New York City time, on May 19, 2000.
Impac accepted a total of 2,101,123 shares at a purchase price of $5.75 per
share. Following the purchase of the shares in the Offer, Impac will have
approximately 6,317,077 shares outstanding.

ITEM 11.      ADDITIONAL INFORMATION.

       Item 11 of this Schedule TO, is hereby amended by adding the following at
the end thereof:

       On May 22, 2000, Impac issued a press release announcing the final
results of the Offer, a copy of which is filed as Exhibit (a)(7).

ITEM 12.      EXHIBITS.

       Exhibit
       Number      Description
       ------      -----------

       (a)(7)      Press release dated May 22, 2000.


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                                    SIGNATURE

       After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.

Dated: June 6, 2000

                                      IMPAC COMMERCIAL HOLDINGS, INC.

                                            By:  /s/ RANDAL A. NARDONE

                                            Randal A. Nardone
                                            Chief Operating Officer
                                            and Secretary

EX-99.A.7

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                                                                  EXHIBIT (a)(7)

MONDAY May 22, 10:23 AM Eastern Time

COMPANY PRESS RELEASE

SOURCE: Impac Commercial Holdings, Inc.

IMPAC COMMERCIAL HOLDINGS, INC. ANNOUNCES RESULTS OF $5.75 PER SHARE CASH
TENDER OFFER

NEW YORK, May 22/PRNewswire/ -- Impac Commercial Holdings, Inc. (the "Company"
or "ICH") (Amex: ICH - news) today announced that based on a preliminary count
by the depositary for its fixed price tender offer, the Company expects to
purchase for cash approximately 2,100,123 shares of its common stock, par value
$0.01 per share, from its stockholders at a tender price of $5.75 per share,
net to the seller in cash, without interest. The tender offer expired at 12:00
Midnight New York City time on Friday, May 19, 2000.

Under the terms of the tender offer, the Company has the right to increase the
number of shares accepted for purchase above 2,020,367 so long as the excess
number accepted does not exceed 2 percent of the then issued and outstanding
shares of common stock, or approximately 168,364 shares. The 2,100,123 shares
the Company expects to purchase represents approximately 25 percent of the
8,418,200 shares of common stock outstanding immediately prior to the tender
offer.

Payment for shares properly tendered and accepted will be made as promptly as
practicable and, in the case of shares tendered by guaranteed delivery
procedures, promptly after timely delivery of shares and required documentation.

On April 20, 2000, the last full American Stock Exchange trading day prior to
announcement of the tender offer, the closing price of the common stock was
$4.81 per share. The closing price of the Company's common stock on May 19,
2000, the last full American Stock Exchange trading day prior to expiration of
the tender offer, was $5.44 per share.

ICH was established in 1997 and was formed to pursue opportunities in the
commercial mortgage sector.

Merrill Lynch & Co. and PaineWebber Incorporated acted as Dealer-Managers for
this tender offer.

SOURCE: Impac Commercial Holdings, Inc.