SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-K/A
                                 Amendment No.1


(Mark One)

/     x / ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR  15(d) OF THE  SECURITIES
      EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1999 or

/   / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934


      Commission File No.:   333-56213-04

Mortgage Lenders Network Home Equity Loan Trust
Asset Backed Notes, Series 1999-2
(Exact name of registrant as specified in its charter)



New York                          N/A
(State or other jurisdiction     (I.R.S. Employer
 of incorporation or              Identification  No.)
 organization)

c/o Wells Fargo Bank Minnesota, N.A.
11000 Broken Land Parkway
Columbia, Maryland                            21044
(Address of principal executive offices)     (ZIP Code)


Registrant's telephone number, including area code:
     (410) 884-2000

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

     NONE

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

     NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

     Yes   X          No ___


This Amendment No. 1 on Form 10-K/A amends Item 14 of the original Annual Report
on Form 10-K (the  "Original  Form 10-K") filed on March 24, 2000,  on behalf of
Mortgage  Lenders  Home  Equity Loan Trust Asset  Backed Notes, Series 1999-2
established  pursuant  to the  Indenture  Agreement  among Mortgage Lenders
Network  Home Equity Loan Trust  1999-2,  as the Issuer , and Wells Fargo Bank
Minnesota,  National Association, as Indenture Trustee pursuant to which the
Mortgage Lenders Home Equity Loan Trust Asset Backed Notes, Series 1999-2
registered  under the Securities Act of 1933 the  "Certificates") were issued.


Item 14 of the original Form 10K is amended in its entirety to read as follows:

Item 14.  Exhibits, Financial Statement Schedules, and Reports
          on Form 8-K.

          (a) Exhibits

              (99.1) Annual   Independent    Accountants'    Servicing   Reports
                     concerning servicing activities for the year ended December
                     31, 1999.

                     a)   MORTGAGE LENDERS NETWORK USA INC <F1>

              (99.2) Report  of  Management   as  to  Compliance   with  Minimum
                     Servicing Standards for the year ended December 31, 1999.

                     a)  MORTGAGE LENDERS NETWORK USA INC <F1>

              (99.3) Annual  Statements  of  Compliance  under the  Pooling  and
                     Servicing Agreements for the year ended December 31, 1999.

                     a)   MORTGAGE LENDERS NETWORK USA INC <F1>

              (99.4) Aggregate Statement of Principal and
                      Interest Distributions to Certificate
                                  Holders. <F2>

              (b)On  November  3, 1999,  a report on Form 8-K was filed in order
                 to  provide  the  Pooling  and  Servicing   Agreement  for  the
                 Certificates.

                 No other  reports on Form 8-K have been  filed  during the last
                 quarter of the period covered by this report.


            (c) Not applicable.

            (d)  Omitted.

<F1>  Filed herewith.
<F2>  Previously filed.

                           SIGNATURE

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized:


Mortgage Lenders Network Home Equity Loan Trust
Asset Backed Notes, Series 1999-2

Signed:   Wilmington Trust Company as Owner Trustee

By:   Rosemary Pantano, Officer
By:  /s/  Rosemary Pantano, Officer

Dated:  April 6, 2001


Exhibit Index

Exhibit No.

99.1      Annual Independent Accountants' Servicing Reports concerning servicing
          activities for the year ended December 31, 1999.

                    a)  MORTGAGE LENDERS NETWORK USA INC <F1>

99.2      Report of Management as to Compliance with Minimum Servicing Standards
          for the year ended December 31, 1999.

                     a)  MORTGAGE LENDERS NETWORK USA INC <F1>

99.3      Annual  Statements  of  Compliance  under the  Pooling  and  Servicing
          Agreements for the year ended December 31, 1999.

                     a)   MORTGAGE LENDERS NETWORK USA INC. <F1>

99.4      Aggregate Statement of Principal and Interest Distributions to
          Certificate Holders.<F2>

<F1>  Filed herewith.
<F2>  Previously filed.


             EX-99.1 (a)
      Annual Independant Accountant's Servicing Report

GRANT THORNTON (LOGO)

Accountants and
Management Consultants
Grant Thornton LLP
The US Member Firm of
Grant Thornton International




REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON
MORTGAGE BANKERS ASSOCIATION OF AMERICA'S UNIFORM SINGLE
AUDIT PROGRAM FOR MORTGAGE BANKERS AND MANAGEMENT ASSERTION

To the Board of Directors of
Mortgage Lenders Network USA, Inc. and Subsidiaries

We have examined  management's  assertion about Mortgage Lenders  Network,  USA,
Inc. and  Subsidiaries  (the "Company")  compliance  with the minimum  servicing
standards set forth in the Mortgage  Bankers  Association  of America's  Uniform
Single  Attestation  Program for Mortgage  Bankers (USAP) as of and for the year
ended  September 30, 2000  included in the  accompanying  management  assertion.
Management  is  responsible  for the  Company's  compliance  with those  minimum
servicing standards. Our responsibility is to express an opinion on management's
assertion about the Company's compliance based on our examination.

Our  examination  was  made in  accordance  with  standards  established  by the
American  Institute of Certified Public Accountants and,  accordingly,  included
examining,  on a test basis,  evidence about the Company's  compliance  with the
minimum  servicing   standards  and  performing  such  other  procedures  as  we
considered  necessary  in the  circumstances.  We believe  that our  examination
provides a reasonable basis for our opinion.  Our examination does not provide a
legal  determination  on the  Company's  compliance  with the minimum  servicing
standards.

In our opinion,  management's  assertion that Mortgage Lenders Network USA, Inc.
and Subsidiaries complied with the aforementioned minimum servicing standards as
of and for the year ended  September 30, 2000 is fairly stated,  in all material
respects.


Grant Thornton LLP
Boston, Massachusetts
November 17, 2000

98 N. Washington St.
Boston, MA  02114-1913
Tel:  617 723-7900
Fax:  617 723-3640


     EX-99.2 (a)
   Report of Management


Mortgage Lenders Network USA

Middlesex Corporate Center
Eleventh Floor, 213 Court Street
Middletown, Connecticut 06457
860 344 5700
860 344 5707 Fax

November 17, 2000


Grant Thornton LLP
Certified Public Accountants
98 North Washington Street
Boston, MA 02114-1913

Gentlemen:

As of and for the year ended September 30, 2000,  Mortgage  Lenders Network USA,
Inc. has complied in all material respects with the minimum servicing  standards
set forth in the  Mortgage  Bankers  Association  of  America's  Uniform  Single
Attestation  Program  for  Mortgage  Bankers.  As of and for this  same  period,
Mortgage  Lenders Network USA, Inc. had in effect a fidelity bond of $10,000,000
and errors and omissions policy in the amount of $5,000,000.

Very truly yours,

Mortgage Lenders Network USA, Inc.


Mitchell Hellerman, President & Chief Executive Officer

Randal S. Roberge, Senior Vice President & Chief Financial Officer

Kevin J. Small, Senior Vice President & Chief Credit Officer


     EX-99.3 (a)
  Annual Statement of Compliance

MLN USA (LOGO)

Mortgage Lenders Network USA, Inc.

Servicing Department
213 Court Street
Middletown, Connecticut  06457-3387
800 691 0929
860 344 5719


FORM OF ANNUAL STATEMENT AS TO COMPLIANCE

The undersigned,  Mortgage Lenders Network (the "Servicer"),  in its capacity as
Servicer  under that certain  Servicing  Agreement  dated as of November 1, 1999
(the  "Servicing  Agreement")  among Mortgage  Lenders  Network Home Equity Loan
Trust 1999-2,  as Issuer,  Mortgage Lenders Network USA, Inc., as Servicer,  and
Norwest Bank Minnesota,  National Association, as Indenture Trustee, does hereby
certify pursuant to Section 2.08 of the Servicing  Agreement that as of the 22nd
day of December, 2000:



(a)  review of the  activities  of the Servicer for the year ended  December 31,
     2000 and of its  performance  under the  Servicing  Agreement has been made
     under my supervision, and


(b)  to the  best of my  knowledge,  based  on such  review,  the  Servicer  has
     fulfilled all of its material  obligations  under the  Servicing  Agreement
     throughout such year.

IN  WITNESS  WHEREOF,  I have  hereunto  signed  my name as of the  22nd  day of
December, 2000.

Name:  Sandra Daversa Jarish
Title: Vice President