IMPERIAL CREDIT INDUSTRIES INC, S-8, 1996-10-31

IMPERIAL CREDIT INDUSTRIES INC
S-8, 1996-10-31
MORTGAGE BANKERS & LOAN CORRESPONDENTS

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As filed with the Securities and Exchange Commission on October 31, 1996
Registration No. 333-_________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
____________________

Form S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
___________________

IMPERIAL CREDIT INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)

California 6162 95-4054791
(State of Other Jurisdiction (Primary Standard (I.R.S. Employer
of Incorporation Industrial Classification Identification No.)
or Organization) Code Number)

23550 Hawthorne Boulevard
Building #1, Suite 110
Torrance, CA 90505
(Address of Principal Executive Offices)

SENIOR MANAGEMENT STOCK OPTION PLAN
(Full Title of the Plan)

H. Wayne Snavely
President
Imperial Credit Industries, Inc.
Building #1, Suite 110
Torrance, CA 90505
(310) 791-8022
(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

Copies to:
Thomas J. Poletti, Esq.
Deborah M. Sturman, Esq.
Freshman, Marantz, Orlanski,
Cooper & Klein
9100 Wilshire Boulevard, 8-East
(310) 273-1870
Telecopy: (310) 274-8357

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=========================================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price per Offering Registration
to be Registered Registered Share Price (1) Fee
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value... 854,840 shares $0.8846 $756,191.46 $229.15
- ------------------------------------------------------------------------------------------
Common Stock, no par value... 687,788 shares $1.4001 $962,971.97 $291.81
- ------------------------------------------------------------------------------------------
Total........................................................................ $520.96
==========================================================================================
</TABLE>
(1) Estimated solely for purposes of calculating the registration fee in
accordance with Rule 457(h) under Securities Act of 1933.
<PAGE>

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

The documents containing information specified in this Part I are being
separately provided to certain executive officers and directors of the
Registrant as specified by Rule 428(b)(1).
<PAGE>

PROSPECTUS 1,542,628 SHARES
IMPERIAL CREDIT INDUSTRIES, INC.
COMMON STOCK

REOFFER PROSPECTUS

_____________________________________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE

This Prospectus relates to up to 1,542,628 shares of Common Stock of
Imperial Credit Industries, Inc., a California corporation ("ICII" or the
"Company"), subject to purchase by certain affiliates of the Company (the
"Option Holders") pursuant to the exercise of senior management stock options
granted to such persons under their Employment and Senior Management Stock
Option Agreements (the "Stock Options" and, together with the Employment
Agreements, the "Plan"). Pursuant to their current terms, the Stock Options
expire on December 31, 2001. The Company will not receive any proceeds from the
sale of shares of Common Stock underlying the Stock Options by the Option
Holders.

SEE "RISK FACTORS" FOR DISCUSSION OF CERTAIN FACTORS THAT SHOULD
BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE
COMMON STOCK OFFERED HEREBY.

___________________________________________

The date of this Prospectus is October 30, 1996.

<PAGE>

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C. 20549, a Registration Statement (the
"Registration Statement") under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to the shares of Common Stock offered hereby.
This Prospectus does not contain all of the information set forth in the
Registration Statement and the exhibits and schedules thereto. For further
information with respect to the Company and the Common Stock offered hereby,
reference is made to the Registration Statement and to the exhibits and
schedules filed therewith. Statements contained in this Prospectus as to the
contents of any contract or other document referred to are not necessarily
complete, and in each instance reference is made to the copy of such contract or
other document filed as an exhibit to the Registration Statement. A copy of the
Registration Statement may be inspected without charge at the offices of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of all
or any part of the Registration Statement may be obtained from the Public
Reference Section of the Commission, Washington, D.C. 20549 upon the payment of
the fees prescribed by the Commission.

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files periodic reports and other information with the Commission. The
Registration Statement, including the exhibits and schedules thereto, as well as
such reports and other information filed by the Company with the Commission, can
be inspected, without charge, and copied at the public reference facilities
maintained by the Commission at the office of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549, Room 1024, and at the following Regional Offices
of the Commission: 7 World Trade Center, New York, New York 10048, Suite 1300,
and 1400 Citicorp Center, 500 West Madison Street, Chicago, Illinois 60661,
Suite 1400. Copies of such materials can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549 upon
the payment of the fees prescribed by the Commission. Reports, proxy statements
and other information concerning the Company can also be inspected at the
National Association for Securities Dealers, Inc., 9513 Key West Avenue,
Rockville, Maryland 20850.

The Company will provide without charge to each person to whom a copy of
this Prospectus is delivered, upon the written or oral request of any such
person, copies of any and all of the documents incorporated herein by reference,
except the exhibits to such documents (unless such exhibits are specifically
incorporated by reference into the information incorporated herein). Requests
for such documents should be directed to Karen Montandon, Investor Relations,
Imperial Credit Industries, Inc., 23550 Hawthorne Boulevard, Building One, Suite
110, Torrance, California 90505, telephone number: (310) 373-1704.

The Commission also maintains a World Wide Web site (http://www.sec.gov)
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission.

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PROSPECTUS SUMMARY

All references to the "Company" herein refer, unless otherwise stated or
unless the context otherwise requires, to Imperial Credit Industries, Inc. and
its subsidiaries on a consolidated basis. References to "ICII" herein refer to
Imperial Credit Industries, Inc. on a stand alone basis. This Prospectus
contains forward-looking statements which involve risks and uncertainties. The
Company's actual results could differ materially from those anticipated in these
forward-looking statements as a result of certain factors, including those set
forth under "Risk Factors" and elsewhere in this Prospectus.

This Prospectus covers the resale of up to 1,542,628 shares of the
Company's Common Stock by certain Option Holders who may purchase such Common
Stock upon exercise of the Stock Options as more fully described in the Plan.
Pursuant to their present terms, the Senior Management Stock Options held by an
Option Holder expire on December 31, 2001.

Purchasers of the Common Stock offered by this Prospectus should carefully
consider the information set forth under the heading "Risk Factors" below.

The Company is a diversified specialty finance company offering financial
products, principally through its subsidiaries, in the following four sectors:
non-conforming residential mortgage lending, commercial mortgage lending,
business finance lending and consumer lending.

The Company's strategy is to concentrate its lending activities in select
high-margin commercial and consumer markets in which loan and lease products
originated or purchased by the Company can be readily sold through
securitization or whole loan sales in the secondary market. The Company
emphasizes (i) opportunistic expansion into niche segments of the financial
services industry, (ii) conservative underwriting and credit guidelines, (iii)
loan and lease originations on a wholesale basis to maintain low overhead, (iv)
securitization or sale in the secondary market of substantially all of the
Company's loans and leases other than those held by its subsidiary, Southern
Pacific Thrift & Loan Association ("SPTL"), for investment and (v) business and
financial flexibility to allow withdrawal from or entry into business segments
if warranted by market conditions.

Since 1995, the Company has attempted to diversify its loan and lease
products by focusing on the creation and acquisition of additional finance
businesses in order to reduce dependency on residential mortgage lending. When
acquiring new businesses or targeting expansion opportunities, the Company seeks
to retain existing management or recruit experienced management to help make
continued growth possible and to reduce the risks associated with market entry.

The financial products offered by the Company consist of loans and leases
in the following four sectors:

. non-conforming residential mortgage lending -- non-conforming single
family mortgage loans
. commercial mortgage lending -- franchise loans and income property
. consumer lending -- sub-prime auto loans, home improvement loans and
other consumer credit

The majority of the Company's loans and leases, other than those held by
SPTL for investment, are sold in the secondary market through securitizations
and whole loan sales. Securitizations and whole loan sales provide the Company
with greater flexibility and operating leverage by allowing the Company to
generate

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fee and interest income through originations and investments in loans with a
significantly smaller capital commitment than that required by traditional
portfolio lenders. In addition, the Company believes that the use of
securitizations results in a lower overall cost of funds. SPTL also accepts
Federal Deposit Insurance Corporation ("FDIC") insured deposits which are used
to finance SPTL's lending activities through several active divisions.

ICII was incorporated in California in 1986. The Company's principal
executive offices are located at 23550 Hawthorne Boulevard, Building One, Suite
110, Torrance, California, 90505, and its telephone number is (310) 373-1704

RISK FACTORS

An investment in the shares of Common Stock offered hereby involves a high
degree of risk. Prospective investors should carefully consider the following
factors, in addition to the other information presented in this Prospectus and
in the other information incorporated by reference herein, in connection with an
investment in the Common Stock offered hereby. This Prospectus contains
forward-looking statements which involve risks and uncertainties. The Company's
actual results could differ materially from those anticipated in these forward-
looking statements as a result of certain factors, including those set forth in
the following risk factors and elsewhere in this Prospectus.

NEW BUSINESSES

In 1995, the Company diversified away from the conforming residential
mortgage lending business, the Company's traditional focus, and into other
specialty finance lending businesses. In connection with the Company's
diversification strategy, the Company sold substantially all of its conforming
residential mortgage loan origination business. The Company significantly
expanded several existing businesses and commenced several new businesses,
including equipment leasing, non-conforming residential mortgage lending,
manufactured housing community lending, franchise mortgage lending, asset-based
commercial lending and loan participations. Prior to the expansion and
commencement of these new businesses, the Company had little or no experience in
operating such businesses. Although the Company believes that these new and
expanded businesses are currently managed by individuals who have significant
experience in the applicable areas, there can be no assurance that the Company's
efforts to become a diversified specialty finance company will prove successful
or that it can manage these new and expanded businesses successfully.

VOLATILITY OF CAPITALIZED EXCESS SERVICING FEES RECEIVABLE

As a fundamental part of its business and financing strategy, the Company
sells substantially all of its loans and leases through securitization. In a
securitization, the Company sells loans or leases that it has originated or
purchased to a trust or special purpose entity for a cash purchase price and an
interest in the loans or leases securitized. The cash price is raised through an
offering of pass-through certificates by the trust or special purpose entity.
Following the securitization, the purchasers of the pass-through certificates
receive the principal collected and the investor pass-through interest rate on
the principal balance of the loans or leases, while the Company receives the
excess servicing fees (the "Excess Servicing Fees"). The Excess Servicing Fees
represent the excess interest collected after credit losses on loans or leases
sold over the sum of the pass-through interest rate less a normal servicing fee,
a trustee fee and an insurance fee related to such loans or leases over the life
of the loans or leases.

A substantial portion of the Company's gross income is recognized as gain
on each sale of loans or leases, which gain represents the present value of the
estimated Excess Servicing Fees, less origination and

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underwriting costs ("Capitalized Excess Servicing Fees Receivable"). Capitalized
Excess Servicing Fees Receivable represents residual interests in the trust or
special purpose entity to which such loans or leases have been sold. The Company
recognizes such gain on sale of loans or leases in the year in which such loans
or leases are sold, although cash (representing the Excess Servicing Fees) is
received by the Company over the life of the loans or leases. Concurrent with
recognizing such a gain on sale, the Company records Capitalized Excess
Servicing Fees Receivable as an asset on its balance sheet.

Capitalized Excess Servicing Fees Receivable is determined by computing the
present value of the excess of the weighted average coupon on the loans or
leases sold over the sum of: (1) the coupon in the pass through certificates,
(2) a base servicing fee paid to the loan or lease servicer and (3) expected
losses to be incurred on the portfolio of loans or leases sold, and considering
prepayment assumptions. Prepayment assumptions are based on recent evaluations
of the actual prepayments of the Company's servicing portfolio or on market
prepayment rates on new portfolios and consideration of the current interest
rate environment and its potential impact on prepayment rates. The cash flows
expected to be received by the Company, net of expected losses, are then
discounted at an interest rate that the Company believes an unaffiliated third-
party purchaser would require as a rate of return on a financial instrument with
such characteristics. Expected losses are discounted using a rate equivalent to
the risk-free rate for securities with a duration similar to that estimated for
the underlying loans or leases sold. The excess servicing cash flows are only
available to the Company to the extent that there is no impairment of the credit
enhancements established at the time the loans or leases are sold.

Capitalized Excess Servicing Fees Receivable is amortized using the
interest method. To the extent that actual results are different from the excess
cash flows the Company estimated, the Company's Capitalized Excess Servicing
Fees Receivable will be adjusted quarterly with corresponding charges made
against income in that period. Any such charge against income may have a
material adverse effect on the Company's results of operations. Those
Capitalized Excess Servicing Fees Receivable retained in the form of interest-
only and residual certificates in loan securitizations by the Company's
subsidiary, Southern Pacific Funding Corporation, are held as trading securities
and are adjusted to their respective market values quarterly with corresponding
charges and credits made to income in the adjustment period. The carrying value
of the Company's Capitalized Excess Servicing Fees Receivable was subject to the
provisions of EITF 88-11.

The Company's consolidated balance sheet reflects substantial Capitalized
Excess Servicing Fees Receivable. Capitalized Excess Servicing Fees Receivable
is computed using prepayment, default, discount rate and interest rate
assumptions that the Company believes market participants would use for similar
instruments at the time of sale. There is no liquid market for Capitalized
Excess Servicing Fees Receivable. Therefore, no assurance can be given that all
or any portion of Capitalized Excess Servicing Fees Receivable could be sold at
its stated value on the consolidated balance sheet.

On the Company's consolidated balance sheet, the amount of Capitalized
Excess Servicing Fees Receivable is reduced as cash is received by the trust or
special purpose entity holding the loans or leases pooled and sold. Although the
Company believes that it has made reasonable assumptions, on a pool-by-pool
basis of Capitalized Excess Servicing Fees Receivable likely to be realized, it
should be recognized that the rates of prepayment and default or other
assumptions utilized by the Company represent estimates. Actual experience may
vary from these estimates.

GOVERNMENT REGULATION; POSSIBLE ENFORCEMENT ACTION

The Company's operations are subject to regulation by federal, state and
local government authorities, as well as to various laws and judicial and
administrative decisions, that impose requirements and restrictions affecting,
among other things, the Company's loan originations, credit activities, maximum
interest rates, finance and other charges, disclosures to customers, the terms
of secured transactions, collection, repossession and claims-handling
procedures, multiple qualification and licensing requirements for doing business
in various jurisdictions, and other trade practices. Except as set forth below,
the Company believes that it is in compliance in all material respects with
applicable local, state and federal laws, rules and regulations. There

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can be no assurance that more restrictive laws, rules or regulations will not be
adopted in the future that could make compliance much more difficult or
expensive, restrict the Company's ability to originate, purchase or sell loans
or leases, further limit or restrict the amount of interest and other charges
earned on loans originated or purchased by the Company, further limit or
restrict the terms of loan or lease agreements, or otherwise adversely affect
the business of the Company. In addition, changes in government sponsored loan
programs could adversely affect the Company's business.

As a California chartered industrial loan company with deposits insured by
the FDIC, SPTL is subject to extensive federal and state governmental
supervision, regulation and control, including regulation by the FDIC and the
California Commissioner of Corporations (the "Commissioner"). Future legislation
and government policy could adversely affect the thrift and loan industry,
including SPTL. The full impact of such legislation and regulation cannot be
predicted and future changes may alter the structure and competitive
relationship among financial institutions. In addition, federal and state law
impose standards with respect to, and regulatory authorities have the power in
certain circumstances to limit or prohibit, transactions between ICII and SPTL
and between SPTL and any of ICII's other subsidiaries, the growth of SPTL's
assets and liabilities and the payment of dividends from SPTL to ICII, among
other things. SPTL is also required to maintain capital ratios in accordance
with regulatory requirements.

The California Department of Corporations and the FDIC recently completed a
joint examination of SPTL. As a result of such examination, SPTL entered into a
joint Memorandum of Understanding with the FDIC and the Department of
Corporations. The Memorandum of Understanding requires certain measures to be
taken in the areas of: (i) hiring and retention of management; (ii) adoption of
systems to monitor and control risk; (iii) correction of certain violations of
law; (iv) credit review; and (v) enhancement of other operational policies.
SPTL does not believe that this informal agreement will have an adverse effect
on the Company. In the event that SPTL fails to comply with the Memorandum of
Understanding, SPTL could be subject to various enforcement actions, including
cease and desist orders, criminal or civil penalties, removal from office or the
revocation of SPTL's charter. Any such enforcement action could have a material
adverse effect on the Company.

LIQUIDITY NEEDS AND DEPENDENCE ON SECURITIZATION AND WAREHOUSE FACILITIES TO
FINANCE LENDING ACTIVITIES

The Company has an ongoing need for capital to finance its lending
activities. This need is expected to increase as the volume of the Company's
loan and lease originations and acquisitions increases. The Company's primary
cash requirements include the funding of (i) loan and lease originations and
acquisitions pending their pooling and sale, (ii) points and expenses paid in
connection with the acquisition of wholesale loans, (iii) fees and expenses
incurred in connection with its securitization programs, (iv) over
collateralization or reserve account requirements in connection with loans and
leases pooled and sold, (v) ongoing administrative and other operating expenses,
(vi) interest and principal payments under ICII's $90 million principal amount
of Senior Notes due 2004 (the "Notes") and (vii) the costs of the Company's
warehouse credit and repurchase facilities with certain financial institutions.
The Company has financed its activities through repurchase facilities, warehouse
lines of credit from financial institutions, including SPTL, public offerings of
capital stock of ICII, the issuance of the Notes and securitizations. The
Company believes that such sources, together with the net proceeds of this
offering, will be sufficient to fund the Company's liquidity requirements for
the foreseeable future. Any future financing may involve the issuance of
additional Common Stock or other securities, including securities convertible
into or exercisable for Common Stock, and any such issuance may dilute the
equity interest of purchasers of the Common Stock offered hereby.

The Company currently pools and sells through securitization a substantial
portion of the loans or leases which it originates or purchases, other than
loans held by SPTL for investment. Accordingly, adverse changes in the
securitization market could impair the Company's ability to originate, purchase
and sell loans or leases on a favorable or timely basis. Any such impairment
could have a material adverse effect upon the

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Company's business and results of operations. In addition, the securitization
market for many types of assets is relatively undeveloped and may be more
susceptible to market fluctuations or other adverse changes than more developed
capital markets. Finally, any delay in the sale of a loan or lease pool could
cause the Company's earnings to fluctuate from quarter to quarter.

In a securitization, the Company recognizes a gain on sale of the loans or
leases securitized upon the closing of the securitization, but does not receive
the cash representing all of the gain until it receives the Excess Servicing
Fees, which are payable over the actual life of the loans or leases securitized.
As a result, such transactions may result in reduced or no cash flows to the
Company for an extended period.

In addition, in order to gain access to the secondary market for loans and
leases, the Company has relied on monoline insurance companies to provide
guarantees on outstanding senior interests in the trusts to which such loans and
leases are sold to enable it to obtain an "AAA/Aaa" rating for such interests.
Any unwillingness of the monoline insurance companies to guarantee the senior
interests in the Company's loan or lease pools could have a material adverse
effect on the Company's financial position and results of operations.

The Company is dependent upon its ability to access warehouse credit and
repurchase facilities, in addition to its ability to continue to pool and sell
loans and leases in the secondary market, in order to fund new originations and
purchases. The Company has adequate warehouse lines of credit and repurchase
facilities, and expects to be able to maintain existing warehouse lines of
credit and repurchase facilities (or to obtain replacement or additional
financing) as arrangements expire or become fully utilized; however, there can
be no assurance that such future financing will be obtainable on favorable
terms. To the extent that the Company is unable to arrange new warehouse lines
of credit and repurchase facilities, the Company may have to curtail its loan
origination and purchasing activities, which could have a material adverse
effect on the Company's operations and financial position.

ECONOMIC CONDITIONS

General

The risks associated with the Company's businesses become more acute in any
economic slowdown or recession. Periods of economic slowdown or recession may be
accompanied by decreased demand for consumer and commercial credit and declining
real estate and other asset values. In the secured lending business, any
material decline in collateral values increases the loan-to-value ratios of
loans previously made and leases previously entered into by the Company, thereby
weakening collateral coverage and increasing the possibility of a loss in the
event of a default. Delinquencies, foreclosures and losses generally increase
during economic slowdowns or recessions. In addition, in an economic slowdown or
recession, the Company's servicing costs will increase. Any sustained period of
increased delinquencies, foreclosures, losses or increased costs could adversely
affect the Company's ability to sell loans or leases through securitization and
could increase the cost of selling loans or leases through securitization, which
in either case could adversely affect the Company's financial condition and
results of operations.

Interest Rates

The Company's profitability may be directly affected by the level of and
fluctuations in interest rates because they affect the Company's ability to earn
a spread between interest received on its loans and leases and the costs of its
liabilities. While the Company monitors the interest rate environment and
employs a hedging strategy designed to reduce the impact of changes in interest
rates, there can be no assurance that the profitability of the Company would not
be adversely affected during any period of changes in interest rates. In
addition, an increase in interest rates may decrease the demand for consumer or
commercial credit. A

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substantial and sustained increase in interest rates could adversely affect the
Company's ability to purchase or originate loans or leases, reduce the average
size of loans and leases underwritten by the Company and reduce the gains
recognized by the Company upon their securitization and sale. A significant
decline in interest rates could decrease the size of the Company's loan and
lease servicing portfolio by increasing the level of loan and lease prepayments
which shortens the life and impairs the value of the Capitalized Excess
Servicing Fees Receivable. Fluctuating interest rates also may affect the net
income earned by the Company resulting from the difference between the yield to
the Company on loans and leases held pending sale and funds borrowed by the
Company to finance the origination or purchase of such loans and leases. In
addition, inverse or flattened interest yield curves could have an adverse
impact on the profitability of the Company because the loans or leases pooled
and sold by the Company are priced based on long-term interest rates while the
senior interests in the related trusts are priced on the basis of intermediate
United States Treasury rates.

The Company generates a substantial volume of adjustable rate residential
mortgage loans. Substantially all such adjustable rate mortgages include a
"teaser" rate, i.e., an initial interest rate significantly below the fully-
indexed interest rate at origination. Although these loans are underwritten at
the fully-indexed rate at origination, credit-impaired borrowers may encounter
financial difficulties as a result of increases in the interest rate over the
life of the loan. Further, some adjustable rate non-conforming residential
mortgage loans may be subject to periodic and life payment caps that result in
some portion of the interest accruing on such adjustable rate mortgage loans
being deferred and added to the principal outstanding. This could result in
receipt by the Company of less cash income on its adjustable rate non-conforming
residential mortgage loans than it is required to pay in interest on the related
borrowings, which do not have such payment caps.

To reduce risks associated with its originations and purchases of loans and
leases, the Company enters into transactions designed to hedge interest rate
risks, including mandatory and optional forward selling of mortgage loans or
mortgage-backed securities, interest rate caps and floors and buying and selling
of futures and options on futures. The nature and quantity of the hedging
transactions is determined by management based on various factors, including
market conditions and the expected volume of mortgage loan and equipment lease
originations and purchases, and there have been no such limitations placed on
management's use of certain instruments in such hedging transactions. No
assurance can be given that such hedging transactions will offset the risks of
changes in interest rates, and it is possible that there will be periods during
which the Company could incur losses after accounting for or resulting from its
hedging activities.

LIMITATIONS IMPOSED BY FINANCIAL COVENANTS OF THE NOTES

The indenture for the Notes (the "Indenture"), contains financial and
operating covenants of ICII whereby ICII agrees to take or refrain from taking,
and to cause its subsidiaries to take or refrain from taking, certain actions
regarding the financial operations of ICII and its subsidiaries. The Indenture
provides that, subject to certain exceptions, ICII will not and will not permit
its subsidiaries to create, incur, assume, guarantee or otherwise become liable
with respect to any indebtedness in excess of $5 million, unless (i) such
indebtedness is under a mortgage loan repurchase agreement or repurchase
facility with an original maturity not to exceed 180 days, (ii) such
indebtedness is under a warehouse line of credit or similar facility secured
primarily by mortgage loans or equipment lease receivables held for sale, (iii)
such indebtedness is incurred by a Special Purpose Subsidiary (as defined in the
Indenture), or (iv) no default shall have occurred and be continuing under the
Indenture, and (A) such indebtedness is not subordinated in right of payment to
the Notes and does not require any principal payment, redemption payment or
sinking fund payment thereon, in whole or in part, to be made on or prior to the
stated maturity date of the Notes and (B) immediately after giving effect
thereto, the aggregate principal amount of ICII's adjusted consolidated
indebtedness (as defined in the Indenture) would not exceed 200% of ICII's
adjusted net worth (as defined in the Indenture) as of the last day of the
immediately preceding fiscal quarter. The Indenture does not permit ICII's Board
of Directors to waive such covenants. Future financing agreements to which ICII
or any of its subsidiaries is a party may also contain financial and operating
covenants. The foregoing limitations in the Indenture and any such future

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financing agreements could adversely impact ICII's ability to implement its
growth strategy. Failure to comply with the obligations contained in these
agreements could result in an event of default under such agreements which could
permit acceleration of the indebtedness under the Notes or any such future
agreement. ICII has experienced certain defaults under provisions of the
Indenture, which defaults have been cured as of the date hereof. However, there
can be no assurance that future defaults will not occur and, if waivers cannot
be obtained, that the amounts owing under the Indenture or any such future
financing agreement will not be accelerated.

CONTINGENT RISKS

Although the Company sells a majority of the loans and leases which it
originates or purchases (other than those held by SPTL for investment), the
Company retains some degree of risk on substantially all loans and leases sold.
During the period of time that loans or leases are held pending sale or
securitization, the Company is subject to various risks associated with the
lending business, including the risk of borrower default, the risk of
foreclosure and the risk that an increase in interest rates would result in a
decline in the value of such loans or leases. The documents governing the
Company's securitization programs generally require (i) the Company to establish
deposit accounts or (ii) the related trust or special purpose entity to build
over-collateralization levels by retaining Excess Servicing Fees or applying
Excess Servicing Fees to reduce the principal balances of the senior interests
issued by the trust or special purpose entity. These actions serve as credit
enhancement for the related trust or special purpose entity and are therefore
available to fund losses realized on loans or leases held by such trust or
special purpose entity. The Company provides substantial credit enhancement
amounts in the form of deposit accounts and over-collateralization levels. The
Company is subject to the risks of default and foreclosure following the sale of
the loans or leases sold through securitization to the extent of the Excess
Servicing Fees. In addition, documents governing the Company's securitization
programs require the Company to commit to repurchase or replace loans or leases
which do not conform to the representations and warranties made by the Company
at the time of the sale. When borrowers are delinquent in making monthly
payments on loans or leases included in a trust or special purpose entity and
serviced by the Company, the Company is required to advance interest and
principal payments with respect to such delinquent loans or leases. The Company
may be required to fund such advances from the Company's available capital
resources, but such advances will have priority of repayment from the succeeding
month's payments.

CREDIT-IMPAIRED BORROWERS

In the Company's sub-prime lending businesses, such as its non-conforming
residential mortgage lending business and certain other businesses, the Company
targets credit-impaired borrowers. Loans made to such borrowers may entail a
higher risk of delinquency and higher losses than loans made to more
creditworthy borrowers. While the Company believes that its underwriting
policies and collection methods enable it to control the higher risks inherent
in loans made to credit-impaired borrowers, no assurance can be given that such
criteria or methods will afford adequate protection against such risks. In the
event that loans originated or acquired by the Company (whether held for
investment or serviced for others) experience higher delinquencies, foreclosures
or losses than anticipated, the Company's financial condition or results of
operations could be adversely affected.

RISKS OF CONTRACTED SERVICING

The Company has sold or subcontracted all servicing generated by its non-
conforming residential mortgage lending business to Advanta Mortgage Corp. USA.
These arrangements allow the Company to increase the volume of non-conforming
residential mortgage loans it originates and purchases without the overhead
expense of a major servicing operation. While there are many qualified servicing
organizations, the Company

9
<PAGE>

remains subject to risks associated with inadequate services or untimely
termination. Many of the Company's borrowers require notice and reminders to
keep their nonconforming residential mortgage loans current and to prevent
delinquencies and foreclosures. A substantial increase in the Company's
delinquency rate or foreclosure rate could adversely affect its ability to
profitably access the capital markets for its financing needs, including future
securitizations.

COMPETITION

The businesses in which the Company competes are highly competitive. The
Company faces significant competition from large securities firms, smaller
boutique securities firms, commercial banks, mortgage banks, mortgage brokers,
credit unions, thrift institutions, credit card issuers and finance companies,
among others. Many of these competitors are substantially larger and have more
capital and other resources than the Company. Competition can take many forms,
including convenience in obtaining a loan or lease, customer service, marketing
and distribution channels and interest rates charged to borrowers. In addition,
the current level of gains realized by the Company and its competitors on the
sale of their loans and leases could attract additional competitors into these
markets, with the possible effect of lowering gains that may be realized on the
Company's future loan and lease sales.

Wholesale originations are expected to remain a significant part of the
Company's loan and lease production programs. As a wholesale purchaser of loans
and leases, the Company is exposed to fluctuations in the volume and cost of
wholesale loans and leases resulting from competition with other purchasers of
such loans and leases, market conditions and other factors.

ENVIRONMENTAL LIABILITIES

In the course of its business, the Company has acquired, and may in the
future acquire, real property securing loans that are in default. There is a
risk that hazardous substances or waste, contaminants, pollutants or source
thereof could be discovered on such properties after acquisition by the Company.
In such event, the Company might be required to remove such substances from the
affected properties at its sole cost and expense. There can be no assurances
that the cost of such removal would not substantially exceed the value of the
affected properties or the loans secured by such properties or that the Company
would have adequate remedies against the prior owners or other responsible
parties, or that the Company would not find it difficult or impossible to sell
the affected real properties either prior to or following any such removal.

POTENTIAL DIVESTITURE OF IMPERIAL BANK'S SHARES

The Federal Deposit Insurance Corporation Improvement Act of 1991
("FDICIA") restricts the ability of state chartered banks, such as Imperial
Bank, to hold equity securities and requires impermissible investments to be
disposed of before December 19, 1996. Imperial Bank acquired its interest in the
Company at its formation, which interest has been reduced by the Company's sale
of common stock to third parties, as well as through sales of stock by Imperial
Bank subsequent to the initial public offering of the Company. All of the shares
of the Company's Common Stock held by Imperial Bank may be subject to
divestiture under FDICIA. Imperial Bank has requested approval from the FDIC to
retain its investment in the Company. FDIC has acknowledged receipt of the
request and requested and received additional information on the Company and its
activities. There can be no assurance that the FDIC will not require
divestiture, or that such divestiture, if required, would not adversely affect
the trading market for the Company's Common Stock.

10
<PAGE>

USE OF PROCEEDS

All of the shares of Common Stock that may be offered as a result of
this registration will be sold by the Option Holders. The Company will not
receive any proceeds from the sale of Common Stock Options by the Option
Holders. Pursuant to their current terms, the Stock Options held by the Option
Holders expire on December 31, 2001.

SELLING SHAREHOLDERS

The Option Holders are affiliates of the Company (officers and members
of the Company's Board of Directors). The following table sets forth certain
information regarding the ownership of the Company's Common Stock by the Option
Holders as of October 28, 1996, after giving full effect to the exercise of the
Stock Options. Pursuant to their present terms, the Stock Options held by the
Option Holders expire on December 31, 2001.
<TABLE>
<CAPTION>

Amount of Common Amount of Common
Stock beneficially Stock beneficially
owned owned
before offering after offering
------------------------- -----------------------
Number of Percentage Number of Percentage
Shares of of Shares Shares of of
Name of Beneficial Holder Common Outstanding to be Common Outstanding
and Selling Shareholder Stock (2) Shares Sold(1) Stock Shares
- ---------------------------- ---------- ------------ ---------- --------- -----------
<S> <C> <C> <C> <C> <C>
H. Wayne Snavely 1,269,265 3.3% 917,052 352,213 *
Joseph R. Tomkinson 244,422 * 167,052 77,370 *
Stephen J. Shugerman 523,483 1.4% 458,524 64,959 *

</TABLE>
- ---------------
* Less than one percent (1%)

(1) Represents shares issuable upon exercise of the Stock Options.
(2) Includes shares subject to stock options exercisable at October 28, 1996.

PLAN OF DISTRIBUTION

The shares of Common Stock being offered by this Prospectus will be sold in
standard dealers' transactions. The dealers who will be effecting such sales
have not yet been identified, nor have the time, date or place of such sales
been determined. The commissions and/or compensation to be payable to said
dealers will be the standard competitive broker's commissions prevalent in the
community where such dealers conduct their respective business. There is
currently no plan of distribution, agreement, arrangement or understanding with
any broker or dealer that has been entered into prior to the date of this
Prospectus, nor is it anticipated that any such arrangement will be entered into
except for the standard provisions and documentation involved in opening up a
retail brokerage customer account. The Company expects that the shares of Common
Stock when sold, will be sold for cash at the then-prevailing market price less
the standard broker's commission. It is expected that the shares of Common Stock
will be sold on the Nasdaq through the National Market either pursuant to this
Prospectus or pursuant to Rule 144 under the Securities Act. No underwriter is
currently expected to be involved in the sale of the shares of Common Stock.

11
<PAGE>

INCORPORATION BY REFERENCE

The documents listed in Paragraphs (a) through (c) below are hereby
incorporated by reference in this Prospectus. All documents subsequently filed
by the Company pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange
Act, prior to the termination of this offering shall be deemed to be
incorporated by reference in this Prospectus.

(a) The Company's latest Annual Report filed on Form 10-K.

(b) All other reports filed by the Company pursuant to Sections 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by
the above-referenced Annual Report.

(c) The section of the Company's Registration Statement on Form S-1 (File
No. 33-45606), filed with the Commission on February 10, 1992,
entitled "Description of Securities", as amended by Amendments Nos.
1, 2 and 3, filed with the SEC on April 20, 1992, May 7, 1992, and May
18, 1992, respectively.

12
<PAGE>

TABLE OF CONTENTS
<TABLE>
<CAPTION>

PAGE
----
<S> <C>
AVAILABLE INFORMATION..................................................... 2

PROSPECTUS SUMMARY........................................................ 3

RISK FACTORS.............................................................. 4

USE OF PROCEEDS........................................................... 11

SELLING SHAREHOLDERS...................................................... 11

PLAN OF DISTRIBUTION...................................................... 11

INCORPORATION BY REFERENCE................................................ 12

</TABLE>

13
<PAGE>

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The documents listed in paragraphs (a) through (c) below are hereby
incorporated by reference in this Registration Statement. All documents
subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934 (the "Exchange Act"), prior to the
filing of a post-effective amendment which indicates that all securities offered
herein have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
and to be a part hereto from the date of filing of such documents.

(a) The Registrant's latest Annual Report on Form 10-K.

(b) All other reports filed by Registrant pursuant to Sections 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year covered by the
above-referenced annual Report.

(c) The section of the Registrant's Registration Statement on Form S-1
(File No. 33-45606) filed with the Commission on February 10, 1992, entitled
"Description of Securities," as amended by Amendments Nos. 1, 2 and 3, filed
with the Securities and Exchange Commission on April 20, 1992, May 7, 1992, and
May 18, 1992, respectively.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

Item 6. Indemnification of Directors and Officers.

Under Section 317 of the California General Corporation Law (the "CGCL"),
the Registrant is in certain circumstances permitted to indemnify its directors
and officers against certain expenses (including attorneys' fees), judgments,
fines, settlements and other amounts actually and reasonably incurred in
connection with threatened, pending or completed civil, criminal, administrative
or investigative actions, suits or proceedings (other than an action by or in
the right of the Registrant), in which such persons were or are parties, or are
threatened to be made parties, by reason of the fact that they were or are
directors or officers of the Registrant, if such persons acted in good faith and
in a manner they reasonably believed to be in the best interests of the
Registrant, and with respect to any criminal action or proceeding, had no
reasonable cause to believe their conduct was unlawful. In addition, the
Registrant is in certain circumstances permitted to indemnify its directors and
officers against certain expenses incurred in connection with the defense or
settlement of a threatened, pending or completed action by or in the right of
the Registrant, and against amounts paid in settlement of any such action, if
such persons acted in good faith and in a manner they believed to be in the
best interests of the Registrant and its shareholders provided that the
specified court approval is obtained.

As permitted by Section 317 of the CGCL, the Articles of Incorporation and
By-Laws of the Registrant provide that the Registrant is authorized to provide
indemnification for its directors and officers

II-1
<PAGE>

for breach of their duty to the Registrant and its shareholders through bylaw
provisions or through agreements with the directors and officers, or both, in
excess of the indemnification otherwise permitted by Section 317 of the CGCL.
The Registrant's By-Laws provide for indemnification of its directors and
officers to the maximum extent permitted by Section 317 of the CGCL. In
addition, agreements entered into by the Registrant with its directors and its
executive officers require the Registrant to indemnify such persons against
expenses, judgments, fines, settlements and other amounts reasonably incurred in
connection with any proceeding to which any such person may be made a party by
reason of the fact that such person was an agent of the Registrant (including
judgments, fines and settlements in or of a derivative action, unless
indemnification is otherwise prohibited by law), provided such person acted in
good faith and in a manner he reasonably believed to be in the best interests of
the Registrant and, in the case of a criminal proceeding, had no reason to
believe his conduct was unlawful. The indemnification agreements also set forth
certain procedures that will apply in the event of a claim for indemnification
thereunder.

The Articles of Incorporation of the Registrant provide that the personal
liability of the directors of the Registrant for monetary damages shall be
eliminated to the fullest extent permissible under California law. Under
Section 204(a)(10) of the CGCL, the personal liability of a director for
monetary damages in an action brought by or in the right of the corporation for
breach of the director's duty to the corporation may be eliminated, except for
the liability resulting from (i) acts or omissions involving intentional
misconduct or the absence of good faith, (ii) any transaction from which a
director derived an improper personal benefit, (iii) acts or omissions showing a
reckless disregard for the director's duty, (iv) acts or omissions constituting
an unexcused pattern of inattention to the director's duty or (v) the making of
an illegal distribution to the shareholders or an illegal loan or guaranty.

Item 7. Exemption From Registration Claimed.

Not applicable.

Item 8. Exhibits.

Exhibit
Numbers
-------

4.1 Form of Employment Agreement dated effective as of January 1,
1992 by and between Registrant and H. Wayne Snavely incorporated
by reference (and filed as Exhibit 10.3) to the Registrant's
Registration Statement on Form S-1 (File No. 33-45606) and
Amendment Nos. 1, 2 and 3 filed with the Securities and Exchange
Commission on February 10, 1992, April 20, 1992, May 7, 1992 and
May 18, 1992, respectively).

4.2 Form of Employment Agreement dated effective as of January 1,
1992 by and between Registrant and Joseph R. Tomkinson
incorporated by reference (and filed as Exhibit 10.4) to the
Registrant's Registration Statement on Form S-1 (File No. 33-
45606) and Amendment Nos. 1, 2 and 3 filed with the Securities
and Exchange Commission on February 10, 1992, April 20, 1992, May
7, 1992 and May 18, 1992, respectively).

4.3 Form of Employment Agreement dated effective as of January 1,
1992 by and between SPTL and Stephen J. Shugerman incorporated by
reference (and filed as Exhibit 10.5) to the Registrant's
Registration Statement on Form S-1 (File No. 33-45606) and
Amendment Nos. 1, 2 and 3 filed with the Securities and Exchange
Commission on February 10, 1992, April 20, 1992, May 7, 1992 and
May 18, 1992, respectively).

II-2
<PAGE>

4.4 Senior Management Stock Option Agreement dated effective as of
January 1, 1992 by and between Registrant and H. Wayne Snavely
incorporated by reference (and filed as Exhibit 10.6) to the
Registrant's Registration Statement on Form S-1 (File No. 33-
45606) and Amendment Nos. 1, 2 and 3 filed with the Securities
and Exchange Commission on February 10, 1992, April 20, 1992, May
7, 1992 and May 18, 1992, respectively).

4.5 Senior Management Stock Option Agreement dated effective as of
January 1, 1992 by and between Registrant and Joseph Tomkinson
incorporated by reference (and filed as Exhibit 10.7) to the
Registrant's Registration Statement on Form S-1 (File No. 33-
45606) and Amendment Nos. 1, 2 and 3 filed with the Securities
and Exchange Commission on February 10, 1992, April 20, 1992, May
7, 1992 and May 18, 1992, respectively).

4.6 Senior Management Stock Option Agreement dated effective as of
January 1, 1992 by and between Registrant and Stephen Shugerman
incorporated by reference (and filed as Exhibit 10.8) to the
Registrant's Registration Statement on Form S-1 (File No. 33-
45606) and Amendment Nos. 1, 2 and 3 filed with the Securities
and Exchange Commission on February 10, 1992, April 20, 1992, May
7, 1992 and May 18, 1992, respectively).

4.7 Amendment No. 1 to Senior Management Stock Option Agreement by
and between Registrant and H. Wayne Snavely effective as of
January 1, 1992.

4.8 Amendment No. 1 to Senior Management Stock Option Agreement by
and between Registrant and Joseph R. Tomkinson effective as of
January 1, 1992.

4.9 Amendment No. 1 to Senior Management Stock Option Agreement by
and between Registrant and Stephen J. Shugerman effective as of
January 1, 1992.

4.10 Form of Amendment No. 2 to Senior Management Stock Option
Agreement by and between Registrant and H. Wayne Snavely
effective as of September 30, 1995.

4.11 Form of Amendment No. 2 to Senior Management Stock Option
Agreement by and between Registrant and Joseph R. Tomkinson
effective as of September 30, 1995.

4.12 Form of Amendment No. 2 to Senior Management Stock Option
Agreement by and between Registrant and Stephen J. Shugerman
effective as of September 30, 1995.

5 Opinion of Freshman, Marantz, Orlanski, Cooper & Klein.

23.1 Consent of Freshman, Marantz, Orlanski, Cooper & Klein (included
in Exhibit 5).

23.2 Consent of KPMG Peat Marwick LLP.

24.1 Power of Attorney (included on signature page of Registration
Statement).

II-3
<PAGE>

Item 9. Undertakings.

The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not
previously disclosed in the Registration Statement or any material change
to such information in the Registration Statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
---------

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
---------

Insofar as indemnification by the Registrant for liabilities
arising under the Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant pursuant to the provisions referenced
in Item 6 of this Registration Statement or otherwise, the Registrant has been
advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered hereunder, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed by
the final adjudication of such issue.

II-4
<PAGE>

SIGNATURES
----------

Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, hereunto duly
authorized, in the City of Torrance, State of California, on this 30th day of
October, 1996.

IMPERIAL CREDIT INDUSTRIES, INC.

By:/s/ H. Wayne Snavely
_______________________
H. WAYNE SNAVELY
Chairman, President and
Chief Executive Officer

POWER OF ATTORNEY
-----------------

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints H. Wayne Snavely and Kevin E. Villani and
each of them, as his or her true and lawful attorneys-in-fact and agents with
full power of substitution and resubstitution, for such person and in such
person's name, place and stead, in any and all capacities, to sign any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file the same, with all exhibits thereto, and all documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
and about the premises, as fully to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that said attorneys-
in-fact and agents, or either of them, or his, her or their substitutes, may
lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>

Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ H. Wayne Snavely
- ------------------------ Chairman of the Board, October 30, 1996
H. WAYNE SNAVELY President and Chief
Executive Officer and
Director (Principal
Executive Officer)
/s/ Kevin E. Villani
- ------------------------- Chief Financial Officer October 30, 1996
KEVIN E. VILLANI (Principal Financial
Officer and Principal
Accounting Officer)

/s/ Stephen J. Shugerman
- ------------------------- Director October 29, 1996
STEPHEN J. SHUGERMAN

/s/ Joseph R. Tomkinson
- ------------------------- Director October 30, 1996
JOSEPH R. TOMKINSON

/s/ Robert S. Muehlenbeck
- ------------------------- Director October 30, 1996
ROBERT S. MUEHLENBECK
</TABLE>

II-5
<PAGE>

<TABLE>
<CAPTION>
Signature Title Date
- --------- ---- ----
<S> <C> <C>
- ------------------------------ Director October __, 1996
G. LOUIS GRAZIADIO, III

/s/ Perry A. Lerner
- ------------------------------ Director October 30, 1996
PERRY A. LERNER

/s/ James Clayburn Laforce, Jr.
- ------------------------------- Director October 30, 1996
JAMES CLAYBURN LAFORCE, JR.
</TABLE>

II-6
<PAGE>

EXHIBIT INDEX
-------------

Exhibit
Numbers Description
- ------- -----------

4.1 Form of Employment Agreement dated effective as of January 1, 1992 by
and between Registrant and H. Wayne Snavely incorporated by reference
(and filed as Exhibit 10.3) to the Registrant's Registration Statement
on Form S-1 (File No. 33-45606) and Amendment Nos. 1, 2 and 3 filed
with the Securities and Exchange Commission on February 10, 1992,
April 20, 1992, May 7, 1992 and May 18, 1992, respectively).

4.2 Form of Employment Agreement dated effective as of January 1, 1992 by
and between Registrant and Joseph R. Tomkinson incorporated by
reference (and filed as Exhibit 10.4) to the Registrant's
Registration Statement on Form S-1 (File No. 33-45606) and Amendment
Nos. 1, 2 and 3 filed with the Securities and Exchange Commission on
February 10, 1992, April 20, 1992, May 7, 1992 and May 18, 1992,
respectively).

4.3 Form of Employment Agreement dated effective as of January 1, 1992 by
and between SPTL and Stephen J. Shugerman incorporated by reference
(and filed as Exhibit 10.5) to the Registrants' Registration Statement
on Form S-1 (File No. 33-45606) and Amendment Nos. 1, 2 and 3 filed
with the Securities and Exchange Commission on February 10, 1992,
April 20, 1992, May 7, 1992 and May 18, 1992, respectively).

4.4 Senior Management Stock Option Agreement dated effective as of January
1, 1992 by and between Registrant and H. Wayne Snavely incorporated by
reference (and filed as Exhibit 10.6) to the Registrant's Registration
Statement on Form S-1 (File No. 33-45606) and Amendment Nos. 1, 2 and
3 filed with the Securities and Exchange Commission on February 10,
1992, April 20, 1992, May 7, 1992 and May 18, 1992, respectively).

4.5 Senior Management Stock Option Agreement dated effective as of January
1, 1992 by and between Registrant and Joseph R. Tomkinson incorporated
by reference (and filed as Exhibit 10.7) to the Registrant's
Registration Statement on Form S-1 (File No. 33-45606) and Amendment
Nos. 1, 2 and 3 filed with the Securities and Exchange Commission on
February 10, 1992, April 20, 1992, May 7, 1992 and May 18, 1992,
respectively).

4.6 Senior Management Stock Option Agreement dated effective as of January
1, 1992 by and between Registrant and Stephen J. Shugerman
incorporated by reference (and filed as Exhibit 10.8) to the
Registrant's Registration Statement on Form S-1 (File No. 33-45606)
and Amendment Nos. 1, 2 and 3 filed with the Securities and Exchange
Commission on February 10, 1992, April 20, 1992, May 7, 1992 and May
18, 1992, respectively).

4.7 Amendment No. 1 to Senior Management Stock Option Agreement by and
between Registrant and H. Wayne Snavely effective as of January 1,
1992.

4.8 Amendment No. 1 to Senior Management Stock Option Agreement by and
between Registrant and Joseph R. Tomkinson effective as of January 1,
1992.

4.9 Amendment No. 1 to Senior Management Stock Option Agreement by and
between Registrant and Stephen J. Shugerman effective as of January 1,
1992.

4.10 Form of Amendment No. 2 to Senior Management Stock Option Agreement
by and between Registrant and H. Wayne Snavely effective as of
September 30, 1995.

4.11 Form of Amendment No. 2 to Senior Management Stock Option Agreement
by and between Registrant and Joseph R. Tomkinson effective as of
September 30, 1995.

1
<PAGE>

4.12 Form of Amendment No. 2 to Senior Management Stock Option Agreement
by and between Registrant and Stephen J. Shugerman effective as of
September 30, 1996.

5 Opinion of Freshman, Marantz, Orlanski, Cooper & Klein.

23.1 Consent of Freshman, Marantz, Orlanski, Cooper & Klein (included in
Exhibit 5).

23.2 Consent of KPMG Peat Marwick LLP.

24.1 Power of Attorney (included on signature page of Registration
Statement).

<PAGE>

EXHIBIT 4.7

AMENDMENT NO. 1 TO
SENIOR MANAGEMENT STOCK OPTION AGREEMENT

THIS AMENDMENT NO. 1 to Senior Management Stock Option Agreement is made to
be effective as of the 1st day of January 1992 by and between Imperial Credit
Industries, Inc., (the "Corporation") and H. Wayne Snavely (the "Optionee").

R E C I T A L S
---------------

WHEREAS, effective as of January 1, 1992, the parties hereto executed a
Senior Management Stock Option Agreement (the "Option Agreement") whereby
Optionee was granted Senior Management Stock Options (the "Options"); and

WHEREAS, the parties hereto and Imperial Bank, the Corporation's principal
shareholder, acknowledge that their intention at the time such Options were
granted was that such Options would be exercisable in the event of a Change of
Control (as defined herein) of the Corporation.

WHEREAS, due to clerical error at the time such Option Agreement was
drafted, such "Change of Control" provision did not appear in the Option
Agreement when originally drafted.

NOW, THEREFORE, the parties hereto agree as follows:

1. All capitalized terms not defined herein shall have the same meaning
as set forth in the Option Agreement.

2. Section 1(a) of the Option Agreement is hereby amended to read in full
as follows:

"This Option shall be exercisable at any time after January 1, 1997
(subject to the provisions of Section 1(b), (c), (d) and (e) herein)
and until December 31, 2001, unless sooner terminated as herein
provided;"

3. Section 1(e) is hereby added to the Option Agreement to read in full
as follows:

"(e) Notwithstanding the provisions of Section 1.1(a) herein, in the
event of a "Change of Control" of the Corporation, Optionee may
exercise all or part of the of the unexercised portion of this Option
at any time until the expiration of this Option. For purposes of this
Section 1(e), a "Change of
<PAGE>

Control" of the Corporation means the occurrence of any of the
following events: (A) the acquisition of the Corporation by merger,
tender offer or otherwise by any person other than Imperial Bank or
any affiliate thereof (a "Third Party"); (B) the acquisition by a
Third Party of all or substantially all of the assets of the
Corporation or of Southern Pacific Thrift and Loan Association, the
Corporation's subsidiary; or (C) the acquisition by a Third Party of a
majority of the outstanding shares of the common stock of the
Corporation (including shares of common stock issuable upon conversion
of any outstanding shares of preferred stock).

4. No other provisions of the Option Agreement are affected by this
Amendment No. 1.

IN WITNESS WHEREOF, the Company and the Optionee have executed this
Amendment No. 1 to Stock Option Agreement effective as of the date first written
hereinabove.

"Corporation"

IMPERIAL CREDIT INDUSTRIES, INC.

By: /s/ Joseph Tomkinson
----------------------------------
Joseph Tomkinson, its President

"Optionee"

/s/ H. Wayne Snavely
--------------------------------------
H. Wayne Snavely

<PAGE>

EXHIBIT 4.8

AMENDMENT NO. 1 TO
SENIOR MANAGEMENT STOCK OPTION AGREEMENT

R E C I T A L S
---------------

WHEREAS, due to clerical error at the time such Option Agreement was
drafted, such "Change of Control" provision did not appear in the Option
Agreement when originally drafted.

NOW, THEREFORE, the parties hereto agree as follows:

1. All capitalized terms not defined herein shall have the same meaning
as set forth in the Option Agreement.

2. Section 1(a) of the Option Agreement is hereby amended to read in full
as follows:

3. Section 1(e) is hereby added to the Option Agreement to read in full
as follows:

4. No other provisions of the Option Agreement are affected by this
Amendment No. 1.

IN WITNESS WHEREOF, the Company and the Optionee have executed this
Amendment No. 1 to Stock Option Agreement effective as of the date first written
hereinabove.

"Corporation"

IMPERIAL CREDIT INDUSTRIES, INC.

By: /s/ Wayne Snavely
----------------------------------
H. Wayne Snavely, its Chief Executive Officer

"Optionee"

/s/ Joseph Tomkinson
--------------------------------------
Joseph Tomkinson

<PAGE>

EXHIBIT 4.9

AMENDMENT NO. 1 TO
SENIOR MANAGEMENT STOCK OPTION AGREEMENT

R E C I T A L S
---------------

WHEREAS, due to clerical error at the time such Option Agreement was
drafted, such "Change of Control" provision did not appear in the Option
Agreement when originally drafted.

NOW, THEREFORE, the parties hereto agree as follows:

1. All capitalized terms not defined herein shall have the same meaning
as set forth in the Option Agreement.

2. Section 1(a) of the Option Agreement is hereby amended to read in full
as follows:

3. Section 1(e) is hereby added to the Option Agreement to read in full
as follows:

4. No other provisions of the Option Agreement are affected by this
Amendment No. 1.

IN WITNESS WHEREOF, the Company and the Optionee have executed this
Amendment No. 1 to Stock Option Agreement effective as of the date first written
hereinabove.

"Corporation"

IMPERIAL CREDIT INDUSTRIES, INC.

By: /s/ Wayne Snavely
----------------------------------
H. Wayne Snavely, its Chief Executive Officer

"Optionee"

/s/ Stephen Shugerman
--------------------------------------
Stephen Shugerman

<PAGE>

EXHIBIT 4.10

AMENDMENT NO. 2 TO
SENIOR MANAGEMENT STOCK OPTION AGREEMENT

THIS AMENDMENT NO. 2 to Senior Management Stock Option Agreement is made to
be effective as of the 20th day of September, 1995 by and between Imperial
Credit Industries, Inc., (the "Corporation") and H. Wayne Snavely (the
"Optionee").

R E C I T A L S
---------------

WHEREAS, the parties hereto desire to make the Options exercisable as of
September 30, 1995; and

WHEREAS, it is in the best interests of the parties to make the Options
exercisable as of September 30, 1995.

NOW, THEREFORE, the parties hereto agree as follows:

1. All capitalized terms not defined herein shall have the same meaning
as set forth in the Option Agreement.

2. Section 1(a) of the Option Agreement is hereby amended to read in full
as follows:

"This Option shall be exercisable at any time after September 29, 1995
(subject to the provisions of Section 1(b), (c), (d) and (e) herein)
and until December 31, 2001, unless sooner terminated as herein
provided;"

3. No other provisions of the Option Agreement are affected by this
Amendment No. 2.
<PAGE>

IN WITNESS WHEREOF, the Company and the Optionee have executed this
Amendment No. 2 to Stock Option Agreement effective as of the date first written
hereinabove.

"Corporation"

IMPERIAL CREDIT INDUSTRIES, INC.

By:__________________________________________
Kevin E. Villani, its Executive Vice President

"Optionee"

_____________________________________________
H. Wayne Snavely

<PAGE>

EXHIBIT 4.11

AMENDMENT NO. 2 TO
SENIOR MANAGEMENT STOCK OPTION AGREEMENT

R E C I T A L S
---------------

WHEREAS, the parties hereto desire to make the Options exercisable as of
September 30, 1995; and

WHEREAS, it is in the best interest of the parties to make the Options
exercisable as of September 30, 1995.

NOW, THEREFORE, the parties hereto agree as follows:

1. All capitalized terms not defined herein shall have the same meaning
as set forth in the Option Agreement.

2. Section 1(a) of the Option Agreement is hereby amended to read in full
as follows:

3. No other provisions of the Option Agreement are affected by this
Amendment No. 2.
<PAGE>

IN WITNESS WHEREOF, the Company and the Optionee have executed this
Amendment No. 2 to Stock Option Agreement effective as of the date first written
hereinabove.

"Corporation"

IMPERIAL CREDIT INDUSTRIES, INC.

By: __________________________________
H. Wayne Snavely, its Chief Executive Officer

"Optionee"

______________________________________
Joseph R. Tomkinson

<PAGE>

EXHIBIT 4.12

AMENDMENT NO. 2 TO
SENIOR MANAGEMENT STOCK OPTION AGREEMENT

R E C I T A L S
---------------

WHEREAS, the parties hereto desire to make the Options exercisable as of
September 30, 1995; and

WHEREAS, it is in the best interests of the parties to make the Options
exercisable as of September 30, 1995.

NOW, THEREFORE, the parties hereto agree as follows:

1. All capitalized terms not defined herein shall have the same meaning
as set forth in the Option Agreement.

2. Section 1(a) of the Option Agreement is hereby amended to read in full
as follows:

3. No other provisions of the Option Agreement are affected by this
Amendment No. 2.
<PAGE>

IN WITNESS WHEREOF, the Company and the Optionee have executed this
Amendment No. 2 to Stock Option Agreement effective as of the date first written
hereinabove.

"Corporation"

IMPERIAL CREDIT INDUSTRIES, INC.

By: __________________________________
H. Wayne Snavely, its Chief Executive Officer

"Optionee"

______________________________________
Stephen J. Shugerman

<PAGE>

EXHIBIT 23.1

October 29, 1996

Imperial Credit Industries, Inc.
23550 Hawthorne Boulevard
Building One, Suite 110
Torrance, CA 90505

Re: Registration of Stock Plan

Gentlemen:

As counsel for Imperial Credit Industries, Inc., (the "Company"), we have
participated in the preparation of the Registration Statement which is to be
filed on Form S-8 under the Securities Act of 1933, as amended, relating to the
offering of up to 1,542,628 shares of the Company's Common Stock (the "Shares")
issuable upon the exercise of stock options granted to certain executive
officers and directors of the Company pursuant their Employment Agreements and
Senior Management Stock Option Agreements (collectively, the "Plan"). We have
also examined the proceedings taken and the instruments executed in connection
with the issuance of the Shares.

It is our opinion that, when issued pursuant to the exercise of options under
the Plan, as contemplated in the Registration Statement, the Shares will be
legally issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.

Very truly yours,

/s/ Freshman, Marantz, Orlanski, Cooper & Klein
FRESHMAN, MARANTZ, ORLANSKI,
COOPER & KLEIN
a professional corporation

<PAGE>

EXHIBIT 23.2

CONSENT OF INDEPENDENT AUDITORS

The Board of Directors
Imperial Credit Industries, Inc.:

We consent to the use of our report incorporated herein by reference. Our
report indicates that the Company adopted Statement of Financial Accounting
Standards No. 122, "Accounting for Mortgage Servicing Rights," during 1995.

KPMG Peat Marwick LLP

Los Angeles, California
October 30, 1996