8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 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) September 29, 1998

IMPAC SECURED ASSETS CORP. (as company under a Pooling and Servicing Agreement,
dated as of September 1, 1998, providing for, inter alia, the issuance of
Mortgage Pass-Through Certificates, Series 1998-3)


                           IMPAC SECURED ASSETS CORP.
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             (Exact name of registrant as specified in its charter)

         CALIFORNIA                 333-44209                33-071-5871
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(State or Other Jurisdiction        (Commission              (I.R.S. Employer
of Incorporation)                   File Number)             Identification No.)


20371 Irvine Avenue                                           92707
Santa Ana Heights, California                               (Zip Code)


Registrant's telephone number, including area code, is (714) 556-0122



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Item 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (a)      Not applicable

         (b)      Not applicable

         (c)      Exhibits:

         8.1      Opinion of Thacher Proffitt & Wood










                                   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 thereunto duly authorized.


                               IMPAC SECURED ASSETS CORP.


                               By:        /s/ Richard Johnson
                                          --------------------------------
                               Name:      Richard Johnson
                               Title:     Chief Financial Officer and Secretary


Dated: September 29, 1998

EX-8.1

                                     EXHIBIT

September 29, 1998



Impac Secured Assets Corp.
20371 Irvine Avenue, Suite 200
Santa Ana Heights, California  92707








                              Opinion: Tax Opinion

                              Impac Secured Assets Corp.

                              Mortgage Pass-Through Certificates, Series 1998-3
                              -------------------------------------------------

Ladies and Gentlemen:

We have acted as counsel to Impac Secured Assets Corp. (the "Company"), Impac
Funding Corporation (the "Master Servicer" or "Impac Funding") and Impac
Mortgage Holdings, Inc. ("IMH") in connection with the issuance and sale by the
Company of Mortgage Pass-Through Certificates, Series 1998-3 (the
"Certificates"), pursuant to the Pooling and Servicing Agreement, dated as of
September 1, 1998 (the "Pooling and Servicing Agreement"), among the Company,
the Master Servicer and Bankers Trust Company of California, N.A. (the
"Trustee"). The Certificates consist of four classes of senior certificates
designated as the Class A-1, Class A-2, Class A-3 and R Certificates
(collectively, the "Senior Certificates") and six classes of subordinated
certificates designated as the Class M-1, Class M-2 and Class M-3 Certificates
(collectively, the "Class M Certificates") and the Class B-1, Class B-2 and
Class B-3 Certificates (collectively, the "Class B Certificates"). Only the
Senior Certificates (other than the Class A-3 Certificates) and the Class M
Certificates (collectively, the "Sold Certificates") are offered under the
Prospectus.

The Senior Certificates in the aggregate and the Class M-1, Class M-2 and Class
M-3 Certificates evidence initial undivided interests of approximately 94.00%,
2.45%, 1.20% and 0.70% in a trust fund (the "Trust Fund") consisting primarily
of a pool of conforming, fixed-rate, one- to four-family first mortgage loans
(the "Mortgage Loans"). Impac Funding originated or acquired the Mortgage Loans
through its mortgage loan purchase program from various seller/servicers. Impac
Funding transferred the Mortgage Loans to the Company pursuant to the Mortgage
Loan Purchase Agreement, dated September 1, 1998 (the "Mortgage Loan Purchase
Agreement"), in exchange for immediately available funds and the Class A-3,
Class B-1, Class B-2 and Class B-3 Certificates (the "Retained Certificates").







The Company sold the Sold Certificates and all of the contractual rights to
certain interest distributions on the Mortgage Loans represented by the Excess
Servicing Strip (the "Excess Servicing Strip"), as defined in the Prospectus, to
Donaldson, Lufkin & Jenrette Securities Corporation (the "Underwriter") pursuant
to the Underwriting Agreement, dated September 25, 1998, among the Company,
Impac Funding, IMH and the Underwriter (the "Underwriting Agreement"; the
Pooling and Servicing Agreement, the Mortgage Loan Purchase Agreement and the
Underwriting Agreement, collectively, the "Agreements"). Capitalized terms not
defined herein have the meanings assigned to them in the Agreements.

In connection with rendering this opinion letter, we have examined the Pooling
and Servicing Agreement and such other documents as we have deemed necessary. As
to matters of fact, we have examined and relied upon representations, warranties
and covenants of the parties contained therein and, where we have deemed
appropriate, representations or certifications of officers of parties to the
Pooling and Servicing Agreement or public officials. In rendering this opinion
letter, except for the matters that are specifically addressed in the opinions
expressed below, we have assumed (i) the authenticity of all documents submitted
to us as originals and the conformity to the originals of all documents
submitted to us as copies, (ii) the necessary entity formation and continuing
existence in the jurisdiction of formation, and the necessary licensing and
qualification in all jurisdictions, of all parties to all documents, (iii) the
necessary authorization, execution, delivery and enforceability of all
documents, and the necessary entity power with respect thereto, (iv) the
conformity of the Mortgage Loans and the related documents to the requirements
of the Pooling and Servicing Agreement and (v) that there is not and will not be
any other agreement that modifies or supplements the Pooling and Servicing
Agreement expressed in the documents to which this opinion letter relates and
that renders any of the opinions expressed below inconsistent with such
documents as so modified or supplemented.

Based on the foregoing and assuming compliance with the provisions of the
Pooling and Servicing Agreement, for federal income tax purposes, the Trust Fund
will qualify as a real estate mortgage investment conduit ("REMIC") within the
meaning of Section 860A through 860G (the "REMIC Provisions") of the Internal
Revenue Code of 1986 (the "Code"). The Senior Certificates (other than the Class
R Certificates), the Class M Certificates and the Class B Certificates will
constitute "regular interests" in the Trust Fund, and the Class R Certificates
will be the sole class of "residual interests" in the Trust Fund, each within
the meaning of the REMIC Provisions in effect on the date hereof.

The opinions set forth herein are based upon the existing provisions of the Code
and Treasury regulations issued or proposed thereunder, published Revenue
Rulings and releases of the Internal Revenue Service and existing case law, any
of which could be changed at any time. Any such changes may be retroactive in
application and could modify the legal conclusions upon which such opinions are
based. The opinions expressed herein are limited as described above, and we do
not express an opinion on any other legal or income tax aspect of the
transactions contemplated by the documents relating to the transaction.







In rendering the foregoing opinions, we express no opinion as to the laws of any
jurisdiction other than the federal income tax laws of the United States. This
opinion will not be updated for subsequent changes or modifications to the law
and regulations or to the judicial and administrative interpretations thereof,
unless we are specifically engaged to do so. This opinion letter is rendered for
the sole benefit of the addressee hereof, and no other person or entity is
entitled to rely hereon. Copies of this opinion letter may not be made available
to any other person, and no portion of this opinion letter may be quoted,
circulated or referred to in any other document, without our prior written
consent. We consent to the filing of this opinion letter as an exhibit to the
Company's Form 8-K.


                                      Very truly yours,


                                      THACHER PROFFITT & WOOD



                                      By /s/THACHER PROFFITT & WOOD