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


                                                       Registration No. 333-
================================================================================

                      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            92307
 (Address of principal executive offices)          (Zip Code)

 
 
                           ITLA CAPITAL CORPORATION
                     VOLUNTARY RETAINER STOCK AND DEFERRED
                    COMPENSATION PLAN FOR OUTSIDE DIRECTORS
                           (Full title of the plan)

                           DAVE M. MUCHNIKOFF, P.C.
                        SILVER, FREEDMAN & TAFF, L.L.P.
     (A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS)
                             7TH FLOOR, EAST TOWER
                            1100 NEW YORK AVE., NW
                             WASHINGTON, DC  20005
                    (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      125,000 shares     $15.25/(2)/     $1,906,250/(2)/       $578/(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, based upon the average of the high and
      low prices of the Common Stock on the Nasdaq National Market System on
      June 5, 1997.
<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 Voluntary
Retainer Stock and Deferred Compensation Plan for Outside Directors of Imperial
Thrift and Loan Association (the "Association"), which it assumed 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 Voluntary
Retainer Stock and Deferred Compensation 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
(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 fiscal 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 or 15(d)
     of the Exchange Act since the end of the fiscal year covered by the Annual
     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 a majority vote of the Board of Directors of the Holding
Corporation who are not parties to such action, suit or proceeding, even though
such directors constitute less than a quorum, or (ii) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (iii) by the stockholders.

     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

                                      II-2
<PAGE>
 
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.

                                      II-3
<PAGE>
 
<TABLE>
<CAPTION>
 
Item 8.      Exhibits.
             --------
                                                                SEQUENTIAL PAGE
                                          REFERENCE TO PRIOR     NUMBER WHERE
REGULATION                                 FILING OR EXHIBIT   ATTACHED EXHIBITS
S-K EXHIBIT                                     NUMBER          ARE LOCATED IN
  NUMBER              DOCUMENT              ATTACHED HERETO      THIS FORM S-8
-----------  ---------------------------  -------------------  -----------------
<S>          <C>                          <C>                  <C>
        4.1  ITLA Capital Corporation        Attached as         
             Voluntary Retainer Stock        Exhibit 4.1
             and Deferred Compensation                              Page 12
             Plan for Outside Directors
             and Election Form
 
        4.2  Specimen form of common               *            Not applicable
             stock certificate of ITLA
             Capital Corporation
                                                               
        4.3  ITLA Capital Corporation              *            Not applicable 
             Certificate of                                                    
             Incorporation
 
        4.4  Bylaws of ITLA Capital                *            Not applicable 
             Corporation
 
        5    Opinion of Silver,               Attached as           Page 22
             Freedman & Taff, L.L.P.           Exhibit 5

       23.1  Consent of Silver,               Attached as           Page 24
             Freedman & Taff, L.L.P.         Exhibit 23.1
 
       23.2  Consent of Arthur                Attached as           Page 26
             Andersen, LLP                   Exhibit 23.2
 
                                                                            
       23.3  Consent of Grant Thornton,       Attached as           Page 28 
             LLP                             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.


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
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.
                                     ---- ----                  

                                      II-4
<PAGE>
 
     (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 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
     ----------------------------------------         -------------------------


 /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-6
<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>
 
<TABLE>
<CAPTION>
 
                                 EXHIBIT INDEX
 
                                                                SEQUENTIAL PAGE
                                          REFERENCE TO PRIOR     NUMBER WHERE
REGULATION                                 FILING OR EXHIBIT   ATTACHED EXHIBITS
S-K EXHIBIT                                     NUMBER          ARE LOCATED IN
NUMBER       DOCUMENT                     ATTACHED HERETO        THIS FORM S-8
-----------  ---------------------------  -------------------  -----------------
<S>          <C>                          <C>                  <C>
 
     4.1     ITLA Capital Corporation
             Voluntary Retainer Stock         Attached as
             and Deferred Compensation        Exhibit 4.1           Page 12
             Plan for Outside Directors
             and Election Form
            
     4.2     Specimen form of common               *            Not applicable
             stock certificate of ITLA
             Capital Corporation
                                                                               
     4.3     ITLA Capital Corporation              *            Not applicable 
             Certificate of
             Incorporation                       
            
     4.4     Bylaws of ITLA Capital                *            Not applicable 
             Corporation
            
     5       Opinion of Silver,               Attached as
             Freedman & Taff, L.L.P.           Exhibit 5            Page 22
            
    23.1     Consent of Silver,               Attached as
             Freedman & Taff, L.L.P.         Exhibit 23.1           Page 24
                                     
    23.2     Consent of Arthur                Attached as
             Andersen, LLP                   Exhibit 23.2           Page 26
                                 
    23.3     Consent of Grant Thornton,       Attached as
             LLP                             Exhibit 23.3           Page 28
                                        
    24       Power of Attorney               Contained on                  
                                            Signature Page          Page 8 
                                         
</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": "OUTSIDE DIRECTOR PLAN", "secsgml_size_bytes": 24041}]
{"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": "333-28899", "film-number": "97621998"}, "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. 333-
================================================================================

                      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            92307
 (Address of principal executive offices)          (Zip Code)

 
 
                           ITLA CAPITAL CORPORATION
                     VOLUNTARY RETAINER STOCK AND DEFERRED
                    COMPENSATION PLAN FOR OUTSIDE DIRECTORS
                           (Full title of the plan)

                           DAVE M. MUCHNIKOFF, P.C.
                        SILVER, FREEDMAN & TAFF, L.L.P.
     (A LIMITED LIABILITY PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS)
                             7TH FLOOR, EAST TOWER
                            1100 NEW YORK AVE., NW
                             WASHINGTON, DC  20005
                    (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      125,000 shares     $15.25/(2)/     $1,906,250/(2)/       $578/(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, based upon the average of the high and
      low prices of the Common Stock on the Nasdaq National Market System on
      June 5, 1997.
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 Voluntary
Retainer Stock and Deferred Compensation Plan for Outside Directors of Imperial
Thrift and Loan Association (the "Association"), which it assumed 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 Voluntary
Retainer Stock and Deferred Compensation 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
(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 fiscal 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 or 15(d)
     of the Exchange Act since the end of the fiscal year covered by the Annual
     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 a majority vote of the Board of Directors of the Holding
Corporation who are not parties to such action, suit or proceeding, even though
such directors constitute less than a quorum, or (ii) if there are no such
directors, or if such directors so direct, by independent legal counsel in a
written opinion, or (iii) by the stockholders.

     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

                                      II-2
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.

                                      II-3
Item 8.      Exhibits.
             --------
                                                                SEQUENTIAL PAGE
                                          REFERENCE TO PRIOR     NUMBER WHERE
REGULATION                                 FILING OR EXHIBIT   ATTACHED EXHIBITS
S-K EXHIBIT                                     NUMBER          ARE LOCATED IN
  NUMBER              DOCUMENT              ATTACHED HERETO      THIS FORM S-8
-----------  ---------------------------  -------------------  -----------------
4.1  ITLA Capital Corporation        Attached as         
             Voluntary Retainer Stock        Exhibit 4.1
             and Deferred Compensation                              Page 12
             Plan for Outside Directors
             and Election Form
 
        4.2  Specimen form of common               *            Not applicable
             stock certificate of ITLA
             Capital Corporation
                                                               
        4.3  ITLA Capital Corporation              *            Not applicable 
             Certificate of                                                    
             Incorporation
 
        4.4  Bylaws of ITLA Capital                *            Not applicable 
             Corporation
 
        5    Opinion of Silver,               Attached as           Page 22
             Freedman & Taff, L.L.P.           Exhibit 5

       23.1  Consent of Silver,               Attached as           Page 24
             Freedman & Taff, L.L.P.         Exhibit 23.1
 
       23.2  Consent of Arthur                Attached as           Page 26
             Andersen, LLP                   Exhibit 23.2
 
                                                                            
       23.3  Consent of Grant Thornton,       Attached as           Page 28 
             LLP                             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.

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
         offered therein, and the offering of such securities at that time shall
         be deemed to be the initial bona fide offering thereof.
                                     ---- ----                  

                                      II-4
(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 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
     ----------------------------------------         -------------------------

 /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-6
================================================================================

                      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 PRIOR     NUMBER WHERE
REGULATION                                 FILING OR EXHIBIT   ATTACHED EXHIBITS
S-K EXHIBIT                                     NUMBER          ARE LOCATED IN
NUMBER       DOCUMENT                     ATTACHED HERETO        THIS FORM S-8
-----------  ---------------------------  -------------------  -----------------
4.1     ITLA Capital Corporation
             Voluntary Retainer Stock         Attached as
             and Deferred Compensation        Exhibit 4.1           Page 12
             Plan for Outside Directors
             and Election Form
            
     4.2     Specimen form of common               *            Not applicable
             stock certificate of ITLA
             Capital Corporation
                                                                               
     4.3     ITLA Capital Corporation              *            Not applicable 
             Certificate of
             Incorporation                       
            
     4.4     Bylaws of ITLA Capital                *            Not applicable 
             Corporation
            
     5       Opinion of Silver,               Attached as
             Freedman & Taff, L.L.P.           Exhibit 5            Page 22
            
    23.1     Consent of Silver,               Attached as
             Freedman & Taff, L.L.P.         Exhibit 23.1           Page 24
                                     
    23.2     Consent of Arthur                Attached as
             Andersen, LLP                   Exhibit 23.2           Page 26
                                 
    23.3     Consent of Grant Thornton,       Attached as
             LLP                             Exhibit 23.3           Page 28
                                        
    24       Power of Attorney               Contained on                  
                                            Signature Page          Page 8
*  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.