<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 otherjurisdiction 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
                        RECOGNITION AND RETENTION PLAN
                           (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      300,000 shares     $15.25(2)        $4,575,000(2)      $1,387(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 respectively, 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 Recognition and
Retention Plan 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
Recognition and Retention 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 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.

                                      II-1
<PAGE>
 
        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.

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 

                                      II-2
<PAGE>
 
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.

        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 Recognition and Retention     Attached as           Page 13             
             Plan and form of Restricted Stock Agreement              Exhibit                                 
                                                                        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 24             
                                                                      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 26 
                                                                         Exhibit                   
                                                                          23.1                     
                                                                                                   
23.2         Consent of Arthur Andersen LLP                            Attached as         Page 28 
                                                                         Exhibit                   
                                                                          23.2                     
                                                                                                   
23.3         Consent of Grant Thornton, LLP                            Attached as         Page 30 
                                                                         Exhibit                   
                                                                          23.3                     
                                                                                                   
24           Power of Attorney                                        Contained on          Page 8 
                                                                     Signature Page                 
</TABLE> 


*  Filed as an exhibit to the Corporation's Form 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.

        (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.

                                      II-4
<PAGE>
 
(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.

<TABLE> 
<S>                                                           <C> 

 /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     
       ---------------------------------------                       ---------------------------------------   

</TABLE> 

                                      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>
 
                                 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 Recognition and Retention     Attached as           Page 13             
             Plan and form of Restricted Stock Agreement              Exhibit                                 
                                                                        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 24             
                                                                      Exhibit                                 
                                                                         5                                     

  23.1       Consent of Silver, Freedman & Taff, L.L.P.             Attached as           Page 26 
                                                                      Exhibit                   
                                                                       23.1                     
                                                                                                   
  23.2       Consent of Arthur Andersen LLP                         Attached as           Page 28 
                                                                      Exhibit                   
                                                                       23.2                     
                                                                                                   
  23.3       Consent of Grant Thornton, LLP                         Attached as            Page 30 
                                                                      Exhibit                   
                                                                       23.3                     

  24         Power of Attorney                                       Contained on          Page 9
                                                                    Signature Page                 
</TABLE> 


*  Filed as an exhibit to the Corporation's Form S-4 registration statement
filed on May 1, 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": "RECOGNITION AND RETENTION PLAN", "secsgml_size_bytes": 28837}]
{"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": "333-28905", "film-number": "97622021"}, "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 otherjurisdiction 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
                        RECOGNITION AND RETENTION PLAN
                           (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      300,000 shares     $15.25(2)        $4,575,000(2)      $1,387(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 respectively, 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 Recognition and
Retention Plan 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
Recognition and Retention 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 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.

                                      II-1
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.

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 

                                      II-2
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.

        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 Recognition and Retention     Attached as           Page 13             
             Plan and form of Restricted Stock Agreement              Exhibit                                 
                                                                        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 24             
                                                                      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 26 
                                                                         Exhibit                   
                                                                          23.1                     
                                                                                                   
23.2         Consent of Arthur Andersen LLP                            Attached as         Page 28 
                                                                         Exhibit                   
                                                                          23.2                     
                                                                                                   
23.3         Consent of Grant Thornton, LLP                            Attached as         Page 30 
                                                                         Exhibit                   
                                                                          23.3                     
                                                                                                   
24           Power of Attorney                                        Contained on          Page 8 
                                                                     Signature Page
*  Filed as an exhibit to the Corporation's Form 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.

        (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.

                                      II-4
(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       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 Recognition and Retention     Attached as           Page 13             
             Plan and form of Restricted Stock Agreement              Exhibit                                 
                                                                        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 24             
                                                                      Exhibit                                 
                                                                         5                                     

  23.1       Consent of Silver, Freedman & Taff, L.L.P.             Attached as           Page 26 
                                                                      Exhibit                   
                                                                       23.1                     
                                                                                                   
  23.2       Consent of Arthur Andersen LLP                         Attached as           Page 28 
                                                                      Exhibit                   
                                                                       23.2                     
                                                                                                   
  23.3       Consent of Grant Thornton, LLP                         Attached as            Page 30 
                                                                      Exhibit                   
                                                                       23.3                     

  24         Power of Attorney                                       Contained on          Page 9
                                                                    Signature Page
*  Filed as an exhibit to the Corporation's Form S-4 registration statement
filed on May 1, 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.