[LETTERHEAD OF THACHER PROFFITT & WOOD LLP]

          May 31, 2006

Mr. Kenneth Fang

Senior Counsel

Division of Investment Management

U.S. Securities and Exchange Commission

100 F Street NE

Washington, DC 20549

      Re: Impac Secured Assets Corp.

     Registration Statement on Form S-3

     Filed January 27, 2006

     File No. 333-131328

Dear Mr. Fang:

In response to our conversation of May 24, 2006, this letter will confirm that manufactured housing conditional sales contracts and installment loan agreements or interests therein, if not secured by a mortgage on real property, will not be applied towards the 55% test for purposes of Section 3(c)(5)(C) of the Investment Company Act of 1940 but will be applied towards the 55% test for purposes of 3(c)(5)(A) of the Investment Company Act of 1940.

Please contact Leigh Anne Kuiken at (212) 912-8307 or the undersigned at (212) 912-7472 with any other questions.

Sincerely,

/s/ Richard D. Simonds, Jr.

Richard D. Simonds, Jr.