UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


FORM 8-A


FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934


ITLA CAPITAL CORPORATION


(Exact name of registrant as specified in its charter)


Delaware 95-4596322

(State of incorporation or organization) (IRS Employer Identification No.)
 
888 Prospect Street, Suite 110, La Jolla, California 92037

(Address of principal executive offices) (Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class
to be so registered
Name of each exchange
on which each class
is to be registered
Common Stock, par value $0.01 per share New York Stock Exchange

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X]

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box. [ ]

Securities Act registration statement file number to which this form relates:_____ (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act:

None

Next Page

Item 1. Description of Registrant's Securities to be Registered.

             Information with respect to the common stock, par value $0.01 per share, of ITLA Capital Corporation (the "Company"), is incorporated herein by reference to the section captioned "Description of Capital Stock" in the prospectus contained in Amendment No. Two to the Registration Statement on Form S-3 (Registration No. 333-102194), filed by the Company with the Securities and Exchange Commission on May 18, 2005.

Item 2. Exhibits.

             Not applicable.

Next Page
2
 

SIGNATURE

             Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

ITLA CAPITAL CORPORATION


Date: December 8, 2006 By: /s/ Timothy M. Doyle
Timothy M. Doyle
Executive Managing Director and
Chief Financial Officer


Next Page
3