<PAGE>
 
     As filed with the Securities and Exchange Commission on June 10, 1997

                                                     Registration No. 33-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549
                           -------------------------

                            REGISTRATION STATEMENT
                                  ON FORM S-8
                       UNDER THE SECURITIES ACT OF 1933
                           -------------------------

                           ITLA CAPITAL CORPORATION
            (Exact name of registrant as specified in its charter)


        DELAWARE                                      95-2864759
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

               
7979 IVANHOE AVENUE, LA JOLLA, CALIFORNIA               92037
(Address of principal executive offices)              (Zip Code)


                           ITLA CAPITAL CORPORATION
               1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                           (Full title of the plan)


                           DAVE M. MUCHNIKOFF, P.C.
                        SILVER, FREEDMAN & TAFF, L.L.P.
     (A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS)
                                SUITE 700 EAST
                          1100 NEW YORK AVENUE, N.W.
                         WASHINGTON, D.C.  20005-3934
                    (Name and address of agent for service)

                                (202) 414-6100
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
==============================================================================================
                          PROPOSED MAXIMUM  PROPOSED MAXIMUM
TITLE OF SECURITIES TO      AMOUNT TO BE     OFFERING PRICE     AGGREGATE        AMOUNT OF
    BE REGISTERED           REGISTERED/(1)/     PER SHARE     OFFERING PRICE  REGISTRATION FEE
------------------------  ----------------  ----------------  --------------  ----------------
<S>                       <C>               <C>               <C>             <C>
Common Stock, par
value $.01 per share        50,000 shares     $15.25/(2)/     $689,300/(2)/      $209(2)
========================  ================  ================  ==============  ================
</TABLE>
/(1)/ Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
      Registration Statement covers, in addition to the number of shares set
      forth above, an indeterminate number of shares which, by reason of certain
      events specified in the Plan, may become subject to the Plan.
/(2)/ Estimated in accordance with Rule 457(h), solely for the purpose of
      calculating the registration fee. Of the 50,000 shares being registered
      hereby, (i) 24,000 shares are subject to options with a weighted average
      exercise price of $12.20 per share ($292,800 in the aggregate) and (ii)
      the remaining 26,000 shares which have not been awarded to date and are
      being registered based upon the average of the high and low prices of the
      Common Stock as quoted on the Nasdaq National Market System of $15.25
      per share on June 5, 1997 ($396,500 in the aggregate).

<PAGE>
 
                                    PURPOSE
                                    -------

     The purpose of this registration statement is to register on Form S-8
shares of common stock, par value $.01 per share (the "Common Stock") of ITLA
Capital Corporation (the "Corporation") to be granted under the 1995 Stock
Option Plan for Non-Employee Directors, which the Corporation assumed from
Imperial Thrift and Loan Association (the "Association") pursuant to the terms
and conditions of a Merger Agreement and Plan of Reorganization (the
"Reorganization") dated as of May 3, 1996 by and between the Corporation, ITLA
Corp. and the Association, whereby the Association became a wholly-owned
subsidiary of the Corporation. The Reorganization occurred on October 1, 1996.


                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS


     The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the ITLA Capital Corporation 1995
Employee Stock Incentive Plan (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").

     Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.



                                      I-1
<PAGE>
 
                                    PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Certain Documents by Reference.
         ----------------------------------------------- 

The following documents previously or concurrently filed by the Corporation with
the Commission are hereby incorporated by reference in this Registration
Statement:

(a)  the Annual Report of the Corporation on Form 10-K for the year ended
     December 31, 1996 (File No. 0-26960) filed pursuant to Rule 13a-1 of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act");

(b)  all other reports filed by the Corporation pursuant to Section 13(a) or
     15(d) of the Exchange Act since the end of the period covered by the Report
     referred to above; and

(c)  the description of the Common Stock of the Corporation contained in the
     Corporation's Registration Statement on Form S-4 (File No. 333-03551) filed
     with the Commission on May 10, 1996 and all amendments or reports filed for
     the purpose of updating such description.

     All documents subsequently filed by the Corporation with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents.  Any statement contained in the documents
incorporated, or deemed to be incorporated, by reference herein or therein shall
be deemed to be modified or superseded for purposes of this Registration
Statement and the Prospectus to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.

     The Corporation shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated).  Requests should be directed to Mr.
Michael L. Mayer, Secretary, ITLA Capital Corporation, 7979 Ivanhoe Avenue, La
Jolla, California  92037, (619) 551-0990.

     All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.

                                     II-1
<PAGE>
 
Item 4.   Description of Securities.
          ------------------------- 

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.
          -------------------------------------- 

     Not Applicable.

Item 6.   Indemnification of Directors and Officers.
          ----------------------------------------- 

     Article ELEVENTH of the Corporation's Certificate of Incorporation provides
for indemnification of directors and officers of the Registrant against any and
all liabilities, judgments, fines and reasonable settlements, costs, expenses
and attorneys' fees incurred in any actual, threatened or potential proceeding,
except to the extent that such indemnification is limited by Delaware law and
such law cannot be varied by contract or bylaw.  Article ELEVENTH also provides
for the authority to purchase insurance with respect thereto.

     Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against
expenses actually and reasonably incurred in defense of a proceeding by or on
behalf of the corporation.  Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise.  Indemnification is
permitted where such person (i) was acting in good faith, (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation or other corporation or enterprise, as appropriate, (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful, and (iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding was brought
determines that such person is fairly and reasonably entitled to indemnity).

     Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct.  Such determination may
be made (i) by the corporation's board of directors by a majority vote of a
quorum consisting of directors not at the time parties to such proceeding; or
(ii) if such a quorum cannot be obtained or the quorum so directs, then by
independent legal counsel in a written opinion; or (iii) by the stockholders.

                                     II-2
<PAGE>
 
     Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.

     Under a directors' and officers' liability insurance policy, directors and
officers of the Corporation are insured against certain liabilities.

Item 7.   Exemption from Registration Claimed.
          ----------------------------------- 
 
     Not Applicable.

Item 8.   Exhibits.
          --------
<TABLE> 
<CAPTION> 
                                                                                       SEQUENTIAL PAGE
                                                                      REFERENCE TO      NUMBER WHERE
 REGULATION                                                          PRIOR FILING OR  ATTACHED EXHIBITS
S-K EXHIBIT                                                          EXHIBIT NUMBER    ARE LOCATED IN
   NUMBER                      DOCUMENT                              ATTACHED HERETO    THIS FORM S-8
-----------  -----------------------------------------------------  ----------------  -----------------
<S>          <C>                                                    <C>               <C> 
    4.1      ITLA Capital Corporation 1995 Stock Option Plan for      Attached as         Page 13
             Non-Employee Director and form of Non-Qualified            Exhibit
             Stock Option Agreement                                       4.1
 
    4.2      Specimen form of common stock certificate of ITLA             *            Not applicable
             Capital Corporation
 
    4.3      ITLA Capital Corporation Certificate of                       *            Not applicable
             Incorporation
 
    4.4      Bylaws of ITLA Capital Corporation                            *            Not applicable
 
    5        Opinion of Silver, Freedman & Taff, L.L.P.               Attached as         Page 28
                                                                        Exhibit
                                                                          5
</TABLE> 


                                     II-3
<PAGE>
 
<TABLE> 
<CAPTION> 
                                                                                       SEQUENTIAL PAGE
                                                                      REFERENCE TO      NUMBER WHERE
 REGULATION                                                          PRIOR FILING OR  ATTACHED EXHIBITS
S-K EXHIBIT                                                          EXHIBIT NUMBER    ARE LOCATED IN
   NUMBER                      DOCUMENT                              ATTACHED HERETO    THIS FORM S-8
-----------  -----------------------------------------------------  ----------------  -----------------
<S>          <C>                                                    <C>               <C> 

    23.1     Consent of Silver, Freedman & Taff, L.L.P.                Attached as         Page 30
                                                                         Exhibit
                                                                           23.1
 
    23.2     Consent of Arthur Andersen LLP                            Attached as         Page 32
                                                                         Exhibit
                                                                           23.2

    23.3     Consent of Grant Thornton, LLP                            Attached as         Page 34
                                                                         Exhibit
                                                                           23.2

    24       Power of Attorney                                         Contained on        Page 8
                                                                      Signature Page
</TABLE> 

*  Filed as an exhibit to the Corporation's S-4 registration statement filed on
May 10, 1996 (File No. 333-03551) pursuant to Section 5 of the Securities Act of
1933. Such previously filed documents are hereby incorporated herein by
reference in accordance with Item 601 of Regulation S-K.
 
Item 9.   Undertakings.
          -------------

     (a)  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
          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.
 
     (b)  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


                                     II-4
<PAGE>
 
     report pursuant to Section 13(a) or 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. 
                                            ---- ----
 
     (c) Insofar as indemnification for liabilities arising under the Securities
     Act of 1933 may be permitted to directors, officers and controlling persons
     of the Registrant pursuant to the foregoing provisions, 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 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 of expenses incurred or paid by a
     director, officer or controlling person 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, 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 Act and will be governed by the final
     adjudication of such issue. 
 


                                     II-5
<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 the
requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of La Jolla, State of California, on June 5, 1997.

                                       ITLA CAPITAL CORPORATION



                                       By:  /s/ George W. Haligowski
                                          --------------------------
                                          George W. Haligowski
                                          President, Chief Executive Officer and
                                            Chairman of the Board
                                          (Duly Authorized Representative)

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints George W. Haligowski and Michael A. Sicuro and
either of them, as our true and lawful attorneys-in-fact and agents, with full
power of substitution and re-substitution, for him or her in his or her 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 other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
said attorneys-in-fact and agents or his substitute or 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 below by the following persons in the
capacities and on the dates indicated.



 /s/ George W. Haligowski                      /s/ Michael A. Sicuro
-------------------------------------------   ----------------------------------
George W. Haligowski                          Michael A. Sicuro
President, Chief Executive Officer and        Senior Vice President and Chief
  Chairman of the Board                         Financial Officer
(Principal Executive and Operating Officer)


Date:  June 5, 1997                           Date:  June 5, 1997
       ------------------------------------          ---------------------------



 /s/ Sandor X. Mayuga                          /s/ Hirotaka Oribe
-------------------------------------------   ----------------------------------
Sandor X. Mayuga                              Hirotaka Oribe
Director                                      Director


Date:  June 5, 1997                           Date:  June 5, 1997
       ------------------------------------          ---------------------------

                                     II-6
<PAGE>
 
 /s/ Jeffrey L. Lipscomb                       /s/ Robert R. Reed
-------------------------------------------   ----------------------------------
Jeffrey L. Lipscomb                           Robert R. Reed
Director                                      Director


Date:  June 5, 1997                           Date:  June 5, 1997
       ------------------------------------          ---------------------------

                                     II-7
<PAGE>
 
================================================================================


                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549



                           -------------------------



                                   EXHIBITS


                                      TO


                      REGISTRATION STATEMENT ON FORM S-8



                                     UNDER


                          THE SECURITIES ACT OF 1933



                          --------------------------



                           ITLA CAPITAL CORPORATION

================================================================================
<PAGE>
 
                                 EXHIBIT INDEX
<TABLE>
<CAPTION>
 
                                                                                    SEQUENTIAL PAGE
                                                                    REFERENCE TO     NUMBER WHERE
REGULATION                                                        PRIOR FILING OR  ATTACHED EXHIBITS
S-K EXHIBIT                                                       EXHIBIT NUMBER     ARE LOCATED IN
  NUMBER                          DOCUMENT                        ATTACHED HERETO    THIS FORM S-8
-----------  ---------------------------------------------------  ----------------  -----------------
<S>          <C>                                                  <C>               <C> 
    4.1      ITLA Capital Corporation 1995 Stock Option Plan         Attached as         Page 13
             for Non-Employee Directors and Form of Non-               Exhibit
             Qualified Stock Option Agreement                            4.1
 
    4.2      Specimen form of common stock certificate of ITLA            *            Not applicable
             Capital Corporation
 
    4.3      ITLA Capital Corporation Certificate of                      *            Not applicable
             Incorporation
 
    4.4      Bylaws of ITLA Capital Corporation                           *            Not applicable
 
    5        Opinion of Silver, Freedman & Taff, L.L.P.              Attached as         Page 28
                                                                       Exhibit
                                                                         5

   23.1      Consent of Silver, Freedman & Taff, L.L.P.              Attached as         Page 30
                                                                       Exhibit
                                                                        23.1
 
   23.2      Consent of Arthur Andersen LLP                         Attached as         Page 32
                                                                       Exhibit
                                                                        23.2

   23.3      Consent of Grant Thornton, LLP                         Attached as         Page 34
                                                                       Exhibit
                                                                        23.3
 
   24        Power of Attorney                                      Contained on        Page 8
                                                                    Signature Page
</TABLE>

*  Filed as an exhibit to the Corporation's S-4 registration statement filed on
May 10, 1996 (File No. 333-03551) pursuant to Section 5 of the Securities Act of
1933. Such previously filed documents are hereby incorporated herein by
reference in accordance with Item 601 of Regulation S-K.
[{"type": "S-8", "sequence": "1", "description": "95 NON-EMPLOYEE DIRECTOR PLAN", "secsgml_size_bytes": 25868}]
{"company-data": {"conformed-name": "ITLA CAPITAL CORP", "cik": "0001000234", "assigned-sic": "6036", "irs-number": "952864759", "state-of-incorporation": "CA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-28931", "film-number": "97622148"}, "business-address": {"street1": "700 N CENTRAL AVE STE 600", "city": "GLENDALE", "state": "CA", "zip": "91203", "phone": "8185510600"}, "mail-address": {"street1": "700 N CENTRAL AVE", "street2": "STE 600", "city": "GLENDALE", "state": "CA", "zip": "91203"}, "former-company": {"former-conformed-name": "IMPERIAL THRIFT & LOAN ASSOCIATION", "date-changed": "19950907"}}
As filed with the Securities and Exchange Commission on June 10, 1997

                                                     Registration No. 33-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, DC  20549
                           -------------------------

                            REGISTRATION STATEMENT
                                  ON FORM S-8
                       UNDER THE SECURITIES ACT OF 1933
                           -------------------------

                           ITLA CAPITAL CORPORATION
            (Exact name of registrant as specified in its charter)

        DELAWARE                                      95-2864759
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
 incorporation or organization)

               
7979 IVANHOE AVENUE, LA JOLLA, CALIFORNIA               92037
(Address of principal executive offices)              (Zip Code)

                           ITLA CAPITAL CORPORATION
               1995 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
                           (Full title of the plan)

                           DAVE M. MUCHNIKOFF, P.C.
                        SILVER, FREEDMAN & TAFF, L.L.P.
     (A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS)
                                SUITE 700 EAST
                          1100 NEW YORK AVENUE, N.W.
                         WASHINGTON, D.C.  20005-3934
                    (Name and address of agent for service)

                                (202) 414-6100
         (Telephone number, including area code, of agent for service)

                        CALCULATION OF REGISTRATION FEE
==============================================================================================
                          PROPOSED MAXIMUM  PROPOSED MAXIMUM
TITLE OF SECURITIES TO      AMOUNT TO BE     OFFERING PRICE     AGGREGATE        AMOUNT OF
    BE REGISTERED           REGISTERED/(1)/     PER SHARE     OFFERING PRICE  REGISTRATION FEE
------------------------  ----------------  ----------------  --------------  ----------------
Common Stock, par
value $.01 per share        50,000 shares     $15.25/(2)/     $689,300/(2)/      $209(2)
========================  ================  ================  ==============  ================
/(1)/ Pursuant to Rule 416 under the Securities Act of 1933, as amended, this
      Registration Statement covers, in addition to the number of shares set
      forth above, an indeterminate number of shares which, by reason of certain
      events specified in the Plan, may become subject to the Plan.
/(2)/ Estimated in accordance with Rule 457(h), solely for the purpose of
      calculating the registration fee. Of the 50,000 shares being registered
      hereby, (i) 24,000 shares are subject to options with a weighted average
      exercise price of $12.20 per share ($292,800 in the aggregate) and (ii)
      the remaining 26,000 shares which have not been awarded to date and are
      being registered based upon the average of the high and low prices of the
      Common Stock as quoted on the Nasdaq National Market System of $15.25
      per share on June 5, 1997 ($396,500 in the aggregate).
PURPOSE
                                    -------

     The purpose of this registration statement is to register on Form S-8
shares of common stock, par value $.01 per share (the "Common Stock") of ITLA
Capital Corporation (the "Corporation") to be granted under the 1995 Stock
Option Plan for Non-Employee Directors, which the Corporation assumed from
Imperial Thrift and Loan Association (the "Association") pursuant to the terms
and conditions of a Merger Agreement and Plan of Reorganization (the
"Reorganization") dated as of May 3, 1996 by and between the Corporation, ITLA
Corp. and the Association, whereby the Association became a wholly-owned
subsidiary of the Corporation. The Reorganization occurred on October 1, 1996.

                                    PART I

             INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the ITLA Capital Corporation 1995
Employee Stock Incentive Plan (the "Plan") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Securities Act").

     Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act.

                                      I-1
PART II
              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference.
         ----------------------------------------------- 

The following documents previously or concurrently filed by the Corporation with
the Commission are hereby incorporated by reference in this Registration
Statement:

(a)  the Annual Report of the Corporation on Form 10-K for the year ended
     December 31, 1996 (File No. 0-26960) filed pursuant to Rule 13a-1 of the
     Securities Exchange Act of 1934, as amended (the "Exchange Act");

(b)  all other reports filed by the Corporation pursuant to Section 13(a) or
     15(d) of the Exchange Act since the end of the period covered by the Report
     referred to above; and

(c)  the description of the Common Stock of the Corporation contained in the
     Corporation's Registration Statement on Form S-4 (File No. 333-03551) filed
     with the Commission on May 10, 1996 and all amendments or reports filed for
     the purpose of updating such description.

     All documents subsequently filed by the Corporation with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the
date hereof, and prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and to be a part thereof from the date of the
filing of such documents.  Any statement contained in the documents
incorporated, or deemed to be incorporated, by reference herein or therein shall
be deemed to be modified or superseded for purposes of this Registration
Statement and the Prospectus to the extent that a statement contained herein or
therein or in any other subsequently filed document which also is, or is deemed
to be, incorporated by reference herein or therein modifies or supersedes such
statement.  Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement and the Prospectus.

     The Corporation shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits to
such documents (unless such exhibits are specifically incorporated by reference
to the information that is incorporated).  Requests should be directed to Mr.
Michael L. Mayer, Secretary, ITLA Capital Corporation, 7979 Ivanhoe Avenue, La
Jolla, California  92037, (619) 551-0990.

     All information appearing in this Registration Statement and the Prospectus
is qualified in its entirety by the detailed information, including financial
statements, appearing in the documents incorporated herein or therein by
reference.

                                     II-1
Item 4.   Description of Securities.
          ------------------------- 

     Not Applicable.

Item 5.   Interests of Named Experts and Counsel.
          -------------------------------------- 

     Not Applicable.

Item 6.   Indemnification of Directors and Officers.
          ----------------------------------------- 

     Article ELEVENTH of the Corporation's Certificate of Incorporation provides
for indemnification of directors and officers of the Registrant against any and
all liabilities, judgments, fines and reasonable settlements, costs, expenses
and attorneys' fees incurred in any actual, threatened or potential proceeding,
except to the extent that such indemnification is limited by Delaware law and
such law cannot be varied by contract or bylaw.  Article ELEVENTH also provides
for the authority to purchase insurance with respect thereto.

     Section 145 of the General Corporation Law of the State of Delaware
authorizes a corporation's board of directors to grant indemnity under certain
circumstances to directors and officers, when made, or threatened to be made,
parties to certain proceedings by reason of such status with the corporation,
against judgments, fines, settlements and expenses, including attorneys' fees.
In addition, under certain circumstances such persons may be indemnified against
expenses actually and reasonably incurred in defense of a proceeding by or on
behalf of the corporation.  Similarly, the corporation, under certain
circumstances, is authorized to indemnify directors and officers of other
corporations or enterprises who are serving as such at the request of the
corporation, when such persons are made, or threatened to be made, parties to
certain proceedings by reason of such status, against judgments, fines,
settlements and expenses, including attorneys' fees; and under certain
circumstances, such persons may be indemnified against expenses actually and
reasonably incurred in connection with the defense or settlement of a proceeding
by or in the right of such other corporation or enterprise.  Indemnification is
permitted where such person (i) was acting in good faith, (ii) was acting in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation or other corporation or enterprise, as appropriate, (iii) with
respect to a criminal proceeding, had no reasonable cause to believe his conduct
was unlawful, and (iv) was not adjudged to be liable to the corporation or other
corporation or enterprise (unless the court where the proceeding was brought
determines that such person is fairly and reasonably entitled to indemnity).

     Unless ordered by a court, indemnification may be made only following a
determination that such indemnification is permissible because the person being
indemnified has met the requisite standard of conduct.  Such determination may
be made (i) by the corporation's board of directors by a majority vote of a
quorum consisting of directors not at the time parties to such proceeding; or
(ii) if such a quorum cannot be obtained or the quorum so directs, then by
independent legal counsel in a written opinion; or (iii) by the stockholders.

                                     II-2
Section 145 also permits expenses incurred by directors and officers in
defending a proceeding to be paid by the corporation in advance of the final
disposition of such proceedings upon the receipt of an undertaking by the
director or officer to repay such amount if it is ultimately determined that he
is not entitled to be indemnified by the corporation against such expenses.

     Under a directors' and officers' liability insurance policy, directors and
officers of the Corporation are insured against certain liabilities.

Item 7.   Exemption from Registration Claimed.
          ----------------------------------- 
 
     Not Applicable.

Item 8.   Exhibits.
          --------
SEQUENTIAL PAGE
                                                                      REFERENCE TO      NUMBER WHERE
 REGULATION                                                          PRIOR FILING OR  ATTACHED EXHIBITS
S-K EXHIBIT                                                          EXHIBIT NUMBER    ARE LOCATED IN
   NUMBER                      DOCUMENT                              ATTACHED HERETO    THIS FORM S-8
-----------  -----------------------------------------------------  ----------------  -----------------
4.1      ITLA Capital Corporation 1995 Stock Option Plan for      Attached as         Page 13
             Non-Employee Director and form of Non-Qualified            Exhibit
             Stock Option Agreement                                       4.1
 
    4.2      Specimen form of common stock certificate of ITLA             *            Not applicable
             Capital Corporation
 
    4.3      ITLA Capital Corporation Certificate of                       *            Not applicable
             Incorporation
 
    4.4      Bylaws of ITLA Capital Corporation                            *            Not applicable
 
    5        Opinion of Silver, Freedman & Taff, L.L.P.               Attached as         Page 28
                                                                        Exhibit
                                                                          5
II-3
SEQUENTIAL PAGE
                                                                      REFERENCE TO      NUMBER WHERE
 REGULATION                                                          PRIOR FILING OR  ATTACHED EXHIBITS
S-K EXHIBIT                                                          EXHIBIT NUMBER    ARE LOCATED IN
   NUMBER                      DOCUMENT                              ATTACHED HERETO    THIS FORM S-8
-----------  -----------------------------------------------------  ----------------  -----------------
23.1     Consent of Silver, Freedman & Taff, L.L.P.                Attached as         Page 30
                                                                         Exhibit
                                                                           23.1
 
    23.2     Consent of Arthur Andersen LLP                            Attached as         Page 32
                                                                         Exhibit
                                                                           23.2

    23.3     Consent of Grant Thornton, LLP                            Attached as         Page 34
                                                                         Exhibit
                                                                           23.2

    24       Power of Attorney                                         Contained on        Page 8
                                                                      Signature Page
*  Filed as an exhibit to the Corporation's S-4 registration statement filed on
May 10, 1996 (File No. 333-03551) pursuant to Section 5 of the Securities Act of
1933. Such previously filed documents are hereby incorporated herein by
reference in accordance with Item 601 of Regulation S-K.
 
Item 9.   Undertakings.
          -------------

     (a)  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
          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.
 
     (b)  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

                                     II-4
report pursuant to Section 13(a) or 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. 
                                            ---- ----
 
     (c) Insofar as indemnification for liabilities arising under the Securities
     Act of 1933 may be permitted to directors, officers and controlling persons
     of the Registrant pursuant to the foregoing provisions, 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 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 of expenses incurred or paid by a
     director, officer or controlling person 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, 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 Act and will be governed by the final
     adjudication of such issue. 
 

                                     II-5
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 the
requirements for filing on Form S-8 and the Registrant has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the City of La Jolla, State of California, on June 5, 1997.

                                       ITLA CAPITAL CORPORATION

                                       By:  /s/ George W. Haligowski
                                          --------------------------
                                          George W. Haligowski
                                          President, Chief Executive Officer and
                                            Chairman of the Board
                                          (Duly Authorized Representative)

     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints George W. Haligowski and Michael A. Sicuro and
either of them, as our true and lawful attorneys-in-fact and agents, with full
power of substitution and re-substitution, for him or her in his or her 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 other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent full power and authority to do and perform each and
every act and thing requisite and necessary to be done, as fully to all intents
and purposes as he might or could do in person, hereby ratifying and confirming
said attorneys-in-fact and agents or his substitute or 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 below by the following persons in the
capacities and on the dates indicated.

 /s/ George W. Haligowski                      /s/ Michael A. Sicuro
-------------------------------------------   ----------------------------------
George W. Haligowski                          Michael A. Sicuro
President, Chief Executive Officer and        Senior Vice President and Chief
  Chairman of the Board                         Financial Officer
(Principal Executive and Operating Officer)

Date:  June 5, 1997                           Date:  June 5, 1997
       ------------------------------------          ---------------------------

 /s/ Sandor X. Mayuga                          /s/ Hirotaka Oribe
-------------------------------------------   ----------------------------------
Sandor X. Mayuga                              Hirotaka Oribe
Director                                      Director

Date:  June 5, 1997                           Date:  June 5, 1997
       ------------------------------------          ---------------------------

                                     II-6
/s/ Jeffrey L. Lipscomb                       /s/ Robert R. Reed
-------------------------------------------   ----------------------------------
Jeffrey L. Lipscomb                           Robert R. Reed
Director                                      Director

Date:  June 5, 1997                           Date:  June 5, 1997
       ------------------------------------          ---------------------------

                                     II-7
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                           -------------------------

                                   EXHIBITS

                                      TO

                      REGISTRATION STATEMENT ON FORM S-8

                                     UNDER

                          THE SECURITIES ACT OF 1933

                          --------------------------

                           ITLA CAPITAL CORPORATION

================================================================================
EXHIBIT INDEX
SEQUENTIAL PAGE
                                                                    REFERENCE TO     NUMBER WHERE
REGULATION                                                        PRIOR FILING OR  ATTACHED EXHIBITS
S-K EXHIBIT                                                       EXHIBIT NUMBER     ARE LOCATED IN
  NUMBER                          DOCUMENT                        ATTACHED HERETO    THIS FORM S-8
-----------  ---------------------------------------------------  ----------------  -----------------
4.1      ITLA Capital Corporation 1995 Stock Option Plan         Attached as         Page 13
             for Non-Employee Directors and Form of Non-               Exhibit
             Qualified Stock Option Agreement                            4.1
 
    4.2      Specimen form of common stock certificate of ITLA            *            Not applicable
             Capital Corporation
 
    4.3      ITLA Capital Corporation Certificate of                      *            Not applicable
             Incorporation
 
    4.4      Bylaws of ITLA Capital Corporation                           *            Not applicable
 
    5        Opinion of Silver, Freedman & Taff, L.L.P.              Attached as         Page 28
                                                                       Exhibit
                                                                         5

   23.1      Consent of Silver, Freedman & Taff, L.L.P.              Attached as         Page 30
                                                                       Exhibit
                                                                        23.1
 
   23.2      Consent of Arthur Andersen LLP                         Attached as         Page 32
                                                                       Exhibit
                                                                        23.2

   23.3      Consent of Grant Thornton, LLP                         Attached as         Page 34
                                                                       Exhibit
                                                                        23.3
 
   24        Power of Attorney                                      Contained on        Page 8
                                                                    Signature Page
*  Filed as an exhibit to the Corporation's S-4 registration statement filed on
May 10, 1996 (File No. 333-03551) pursuant to Section 5 of the Securities Act of
1933. Such previously filed documents are hereby incorporated herein by
reference in accordance with Item 601 of Regulation S-K.