Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On August 6, 2012, Imperial Holdings, Inc. (the "Company") filed a Current Report on Form 8-K announcing the appointment of Andrew Dakos, Phillip Goldstein and Gerald Hellerman to serve on the Board of Directors (the "Board") of the Company. As contemplated in that filing, this Amendment No.1 on Form 8-K amends that Current Report on Form 8-K to provide the following updated committee memberships of the Board, which were determined on August 14, 2012:

Audit Committee: Gerald Hellerman (Chair), David Buzen, Michael Crow, Robert Rosenberg.

Compensation Committee: Andrew Dakos (Chair), Michael Crow, Phillip Goldstein, Gerald Hellerman.

Corporate Governance and Nominating Committee: Phillip Goldstein (Chair), Michael Crow, Andrew Dakos, Gerald Hellerman.

Additionally, on August 14, 2012, Antony Mitchell, the Company's Chief Executive Officer resigned as Chairman of the Board, and Mr. Goldstein was elected as Chairman of the Board. As the Chairman of the Board is no longer an employee of the Company, the Board no longer has a designated Lead Independent Director. Mr. Mitchell will remain on the Board and continue to serve the Company as Chief Executive Officer.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On August 14, 2012, the Board adopted an amendment of the Bylaws of the Company, which became effective immediately upon its adoption. The amendment strikes the reference to an "Executive Committee" in Section 4.14 of the Company's bylaws and, accordingly, eliminates the requirement that the Board maintain an Executive Committee.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits:

3.2 Bylaws of Imperial Holdings, Inc., as amended on August 14, 2012.

---