Filed Pursuant to
                                                              Rule 424(b)(5)
                                                          SEC File No. 333-34137

                              PROSPECTUS SUPPLEMENT
         (To Prospectus dated May 8, 1998 and Prospectus Supplement
                              dated May 12, 1998)

                          IMPAC MORTGAGE HOLDINGS, INC.

                                    14,700

                             Shares of Common Stock


         Pursuant  to a Sales  Agency  Agreement  dated as of May 12,  1998 (the
"Sales Agency Agreement") between Impac Mortgage Holdings,  Inc. (the "Company")
and PaineWebber  Incorporated  ("PaineWebber") a form of which has been filed as
an exhibit to the Registration  Statement of which this Prospectus Supplement is
a part and which is  incorporated  by  reference  herein,  the Company has sold,
through  PaineWebber,  as agent of the Company,  14,700  shares of the Company's
common  stock,  $.01 par value per  share  (the  "Common  Stock"),  pursuant  to
an ordinary brokers' transactions on the American Stock Exchange ("AMEX").

Common Stock:
- -------------

14,700 shares of Common Stock were sold during Pricing
Period........ May 12, 1998 through May 15, 1998

Gross Proceeds to Company       $240,250.00
Commission to Agent               $7,207.50
Net Proceeds to Company         $233,042.50

On May 15, 1998,  the last reported sales price of the shares of Common Stock on
the AMEX was $16.125 per share.

Note:  S.E.C. fees were not used in arriving at any of the above figures.

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




             The date of this Prospectus Supplement is May 19, 1998