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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------



For the quarterly period ended March 31, 2005



or



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



For the transition period from
 to



Commission File Number 001-32276



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ACCREDITED MORTGAGE LOAN REIT TRUST

(Exact name of registrant as specified in its charter)



|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|Maryland                                                      |  | 35-2231035                         
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification No.)



15090 Avenue of
Science

San Diego, California 92128

(Address of principal executive offices) (Zip Code)



Registrants telephone number, including area code: 858-676-2100



Former name, former address and former fiscal year, if changed since last report: Not applicable.



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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 ̈or No x(1)



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act). Yes ̈or No x



The number of outstanding shares of the registrants common stock as of April 30, 2005 was 100,000.

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|(1) | See explanatory note.
|--- | ---------------------



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TABLE OF CONTENTS



|        |  |                                                                                       |  |     
|------- |  | ------------------------------------------------------------------------------------- |  | ----
|        |  |                                                                                       |  | Page
|PART I  |  |                                                                                       |  |     
|Item 1. |  | Financial Statements                                                                  |  | 5   
|        |  | Balance Sheets as of March 31, 2005 and December 31, 2004                             |  | 5   
|        |  | Statement of Operations for the Three Months Ended March 31, 2005                     |  | 6   
|        |  | Statement of Cash Flows for the Three Months Ended March 31, 2005                     |  | 7   
|        |  | Notes to Unaudited Financial Statements                                               |  | 8   
|Item 2. |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 16  
|Item 3. |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 29  
|Item 4. |  | Controls and Procedures                                                               |  | 30  
|        |  |                                                                                      
|PART II |  |                                                                                       |  |     
|Item 1. |  | Legal Proceedings                                                                     |  | 31  
|Item 2. |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 31  
|Item 3. |  | Defaults Upon Senior Securities                                                       |  | 31  
|Item 4. |  | Submission of Matters to a Vote of Security Holders                                   |  | 31  
|Item 5. |  | Other Information                                                                     |  | 31  
|Item 6. |  | Exhibits                                                                              |  | 31  
|        |  |                                                                                      
|        |  | Signatures                                                                            |  | 32  
|        |  | Exhibit Index                                                                         |  |     
|        |  | Certifications                                                                        |  |     



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EXPLANATORY NOTE



Accredited Mortgage Loan REIT Trust (the
REIT), an indirect subsidiary of Accredited Home Lenders Holding Co. (Accredited), commenced filing annual, quarterly and other reports with the Securities and Exchange Commission (SEC) pursuant to Section 13 and
Section 15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), on March 30, 2005, with the filing of a Current Report on Form 8-K dated March 29, 2005. Prior to that time, the REIT had not filed reports pursuant to
the Exchange Act in reliance on Rule 12h-5 under the Exchange Act. All of the REITs outstanding common shares are indirectly owned by Accredited. The only publicly traded securities of the REIT currently are the REITs outstanding 9.75%
Series A Perpetual Cumulative Preferred Shares (the Series A Preferred Shares). Payments in respect of the Series A Preferred Shares are fully and unconditionally guaranteed by Accredited, an Exchange Act reporting company. The REIT has
filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act since the REIT commenced Exchange Act reporting on March 30, 2005.



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FORWARD-LOOKING STATEMENTS



This report contains certain forward-looking statements.
When used in this report, statements which are not historical in nature, including the words anticipate, estimate, should, expect, believe, intend and similar expressions are
intended to identify forward-looking statements. They also include statements containing a projection of revenues, earnings or losses, capital expenditures, dividends, capital structure or other financial terms.



The forward-looking statements in this report are based upon our
managements beliefs, assumptions and expectations of our future operations and economic performance, taking into account the information currently available to them. These statements are not statements of historical fact. Forward-looking
statements involve risks and uncertainties, some of which are not currently known to us, that may cause our actual results, performance or financial condition to be materially different from the expectations of future results, performance or
financial condition we express or imply in any forward-looking statements. Some of the important factors that could cause our actual results, performance or financial condition to differ materially from expectations are:



| |  |  | an increase in mortgage loan payment default rates due to a general deterioration in economic or political conditions, fluctuations in the real estate markets, an increase in
unemployment rates, and/or an increase in interest rates that results in higher loan payment amounts for the borrower;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a decline in interest income due to a decrease in the difference between our cost of capital and the income generated by payments on our securitized mortgage loan pools;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | changes in demand for mortgage backed securities that affect our ability to issue notes to fund our securitizations;
| | - |  | --------------------------------------------------------------------------------------------------------------------



| |  |  | our ability to protect and hedge our mortgage loan portfolio against adverse interest rate movements;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | our ability to maintain status as a real estate investment trust and the corresponding tax treatment;
| | - |  | -----------------------------------------------------------------------------------------------------



| |  |  | the degree and nature of Accredited Home Lenders, Inc.s (AHL) competition that may impact the value of the loans originated by AHL;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------



| |  |  | a change in the financial stability of Accredited, which guarantees the dividend payments on our 9.75% Series A Perpetual Cumulative Preferred Shares (Series A Preferred
Shares);
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | an increase in the rate of prepayments on securitized mortgage loans that could reduce the amount of cash flow distributed to us in respect of excess interest;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the other factors referenced in this report, including, without limitation, under the section entitled ITEM 2. Managements Discussion and Analysis of Financial Condition
and Results of Operations.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



We undertake no
obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking events discussed in this report
might not occur. We qualify any and all of our forward-looking statements entirely by these cautionary factors.



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In this Form 10-Q, unless
the context requires otherwise, REIT, we, our, and us means Accredited Mortgage Loan REIT Trust.



PART I



|ITEM 1. | Financial Statements
|------- | --------------------



ACCREDITED MORTGAGE LOAN REIT TRUST

BALANCE SHEETS

(Dollars in thousands, except par value amounts)



|                                                                                                                                                                                                                                                                          |  |               |           |                  |   |           |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | --------- | ---------------- | - | --------- | -
|                                                                                                                                                                                                                                                                          |  | March 31,2005 |           | December 31,2004 |  
|                                                                                                                                                                                                                                                                          |  | (Unaudited)   |           |                  |  
|ASSETS                                                                                                                                                                                                                                                                    |  |               |           |                  |   |           |  
|Cash and cash equivalents                                                                                                                                                                                                                                                 |  | $             | 37,761    |                  | $ | 4,018     |  
|Mortgage loans held for investment, net of reserves of $63,823 and $54,960, respectively                                                                                                                                                                                  |  |               | 4,606,607 |                  |   | 4,056,306 |  
|Other receivables                                                                                                                                                                                                                                                         |  |               | 33,097    |                  |   | 29,983    |  
|Prepaid expenses and other assets                                                                                                                                                                                                                                         |  |               | 33,555    |                  |   | 19,924    |  
|Receivable from parent                                                                                                                                                                                                                                                    |  |               | 15,616    |                  |   | 15,214    |  
|                                                                                                                                                                                                                                                                          |  |               |           |                  |   |           |  
|Total assets                                                                                                                                                                                                                                                              |  | $             | 4,726,636 |                  | $ | 4,125,445 |  
|                                                                                                                                                                                                                                                                          |  |               |           |                  |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                                                                                                                                                                                                                      |  |               |           |                  |   |           |  
|LIABILITIES:                                                                                                                                                                                                                                                              |  |               |           |                  |   |           |  
|Securitization bond financing                                                                                                                                                                                                                                             |  | $             | 4,504,863 |                  | $ | 3,954,115 |  
|Accrued interest payable                                                                                                                                                                                                                                                  |  |               | 5,542     |                  |   | 5,206     |  
|                                                                                                                                                                                                                                                                          |  |               |           |                  |   |           |  
|Total liabilities                                                                                                                                                                                                                                                         |  |               | 4,510,405 |                  |   | 3,959,321 |  
|                                                                                                                                                                                                                                                                          |  |               |           |                  |   |           |  
|STOCKHOLDERS EQUITY:                                                                                                                                                                                                                                                     |  |               |           |                  |   |           |  
|Preferred stock, $1.00 par value, authorized 200,000,000 shares; 4,093,678 shares designated, issued and outstanding as 9.75% Series A
Perpetual Cumulative Preferred Shares with an aggregate liquidation preference of $102,342 at March 31, 2005 and December 31, 2004 |  |               | 4,094     |                  |   | 4,094     |  
|Common stock, $0.01 par value; authorized 100,000,000 shares; issued and outstanding 100,000 shares                                                                                                                                                                       |  |               | 1         |                  |   | 1         |  
|Additional paid-in capital                                                                                                                                                                                                                                                |  |               | 152,763   |                  |   | 163,287   |  
|Other comprehensive income                                                                                                                                                                                                                                                |  |               | 25,018    |                  |   | 3,348     |  
|Retained earnings                                                                                                                                                                                                                                                         |  |               | 34,355    |                  |   | (4,606    | )
|                                                                                                                                                                                                                                                                          |  |               |           |                  |   |           |  
|Total stockholders equity                                                                                                                                                                                                                                                |  |               | 216,231   |                  |   | 166,124   |  
|                                                                                                                                                                                                                                                                          |  |               |           |                  |   |           |  
|Total liabilities and stockholders equity                                                                                                                                                                                                                                |  | $             | 4,726,636 |                  | $ | 4,125,445 |  
|                                                                                                                                                                                                                                                                          |  |               |           |                  |   |           |  



The accompanying notes
are an integral part of these financial statements.



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ACCREDITED MORTGAGE LOAN REIT TRUST

STATEMENT OF OPERATIONS

(In thousands, except per share amount)



|                                                          |  |                                   |         |  
|--------------------------------------------------------- |  | --------------------------------- | ------- | -
|                                                          |  | Three Months Ended March 31, 2005 |        
|                                                          |  | (Unaudited)                       |        
|REVENUES:                                                 |  |                                   |         |  
|Interest income (including $207 from parent)              |  | $                                 | 84,097  |  
|Interest expense                                          |  |                                   | (34,526 | )
|                                                          |  |                                   |         |  
|Net interest income                                       |  |                                   | 49,571  |  
|Provision for losses                                      |  |                                   | (2,802  | )
|                                                          |  |                                   |         |  
|Net interest income after provision                       |  |                                   | 46,769  |  
|Other income                                              |  |                                   | 92      |  
|                                                          |  |                                   |         |  
|Total net revenues                                        |  |                                   | 46,861  |  
|                                                          |  |                                   |         |  
|OPERATING EXPENSES:                                       |  |                                   |         |  
|Management fee assessed by parent                         |  |                                   | 5,346   |  
|Direct general and administrative expenses                |  |                                   | 59      |  
|                                                          |  |                                   |         |  
|Total operating expenses                                  |  |                                   | 5,405   |  
|                                                          |  |                                   |         |  
|Net income                                                |  |                                   | 41,456  |  
|Dividends on preferred stock                              |  |                                   | (2,495  | )
|                                                          |  |                                   |         |  
|Net income available to common stockholders               |  | $                                 | 38,961  |  
|                                                          |  |                                   |         |  
|Basic and diluted earnings per common share               |  | $                                 | 389.61  |  
|                                                          |  |                                   |         |  
|Weighted average shares outstanding for basic and diluted |  |                                   | 100     |  



The accompanying notes
are an integral part of these financial statements.



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ACCREDITED MORTGAGE LOAN REIT TRUST

STATEMENT OF CASH FLOWS

(In thousands)



|                                                                                  |  |                                  |          |  
|--------------------------------------------------------------------------------- |  | -------------------------------- | -------- | -
|                                                                                  |  | Three MonthsEnded March 31, 2005 |         
|                                                                                  |  | (Unaudited)                      |         
|CASH FLOWS FROM OPERATING ACTIVITIES:                                             |  |                                  |          |  
|Net income                                                                        |  | $                                | 41,456   |  
|Adjustments to reconcile net income to net cash provided by operating activities: |  |                                  |          |  
|Amortization of net deferred origination fees on securitized loans                |  |                                  | (621     | )
|Amortization of bond discount                                                     |  |                                  | 313      |  
|Provision for losses                                                              |  |                                  | 2,802    |  
|Unrealized loss on derivatives                                                    |  |                                  | 7,129    |  
|Reclassification adjustment into earnings for realized gain on derivatives        |  |                                  | (2,297   | )
|Changes in operating assets and liabilities:                                      |  |                                  |          |  
|Other receivables                                                                 |  |                                  | (3,114   | )
|Prepaid expenses and other assets                                                 |  |                                  | 8,790    |  
|Accrued interest payable                                                          |  |                                  | 336      |  
|                                                                                  |  |                                  |          |  
|Net cash provided by operating activities                                         |  |                                  | 54,794   |  
|                                                                                  |  |                                  |          |  
|CASH FLOWS FROM INVESTING ACTIVITIES:                                             |  |                                  |          |  
|Principal payments received on mortgage loans held for investment                 |  |                                  | 349,005  |  
|                                                                                  |  |                                  |          |  
|Net cash provided by investing activities                                         |  |                                  | 349,005  |  
|                                                                                  |  |                                  |          |  
|CASH FLOWS FROM FINANCING ACTIVITIES:                                             |  |                                  |          |  
|Proceeds from issuance of securitization bond financing, net of fees              |  |                                  | 899,374  |  
|Payments on securitization bond financing                                         |  |                                  | (351,901 | )
|Payments on temporary credit facilities                                           |  |                                  | (917,632 | )
|Capital contribution from parent                                                  |  |                                  | 3,000    |  
|Net payments to parent                                                            |  |                                  | (402     | )
|Payments of preferred stock dividends                                             |  |                                  | (2,495   | )
|                                                                                  |  |                                  |          |  
|Net cash used in financing activities                                             |  |                                  | (370,056 | )
|                                                                                  |  |                                  |          |  
|Net increase in cash and cash equivalents                                         |  |                                  | 33,743   |  
|Beginning balance cash and cash equivalents                                       |  |                                  | 4,018    |  
|                                                                                  |  |                                  |          |  
|Ending balance cash and cash equivalents                                          |  | $                                | 37,761   |  
|                                                                                  |  |                                  |          |  



The accompanying notes
are an integral part of these financial statements.



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ACCREDITED MORTGAGE LOAN REIT TRUST

NOTES TO UNAUDITED FINANCIAL STATEMENTS



|1. | ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|-- | -----------------------------------------------------------



Basis of Presentation



Accredited Mortgage Loan REIT Trust (the REIT) was formed on May 4, 2004 as a Maryland real estate investment trust for the purpose of
acquiring, holding and managing real estate assets. All of the outstanding common shares of the REIT are held by Accredited Home Lenders, Inc. (AHL), a wholly owned subsidiary of Accredited Home Lenders Holding Co.,
(Accredited).



The accompanying unaudited financial
statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information. Accordingly, they do not include all of the information and footnotes required by accounting
principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included.
Operating results for the three months ended March 31, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005. The unaudited financial statements presented herein should be read in conjunction
with the audited financial statements and related notes thereto included in the REITs Annual Report on Form 10-K for the year ended December 31, 2004.



The REIT engages in the business of acquiring, holding, financing, and securitizing non-prime mortgage loans secured by residential real estate.
Generally, the REIT acquires mortgage assets and assumes related funding obligations from AHL, which are accounted for at AHLs carrying value, as contributions of capital from AHL. These mortgage assets consist primarily of residential
mortgage loans, or interests in these mortgage loans, that have been originated or acquired by AHL. AHL focuses on borrowers who may not meet conforming underwriting guidelines because of higher loan-to-value ratios, the nature or absence of income
documentation, limited credit histories, high levels of consumer debt, or past credit difficulties. AHL originates loans primarily based upon the borrowers willingness and ability to repay the loan and the adequacy of the collateral.



AHL also provides operating facilities, administration and
servicing for the REIT. The REIT is, therefore, economically and operationally dependent on AHL, and, as such, the REITs results of operation or financial condition may not be indicative of the conditions that would have existed for its
results of operations or financial condition if it had operated as an unaffiliated entity.



The REIT intends to elect to be taxed as a real estate investment trust and to comply with the provisions of the Internal Revenue Code with respect thereto. Accordingly, the REIT will generally not be subject to
federal or state income tax to the extent that its distributions to shareholders satisfy the real estate investment trust requirements and certain asset, income and share ownership tests are met.



Use of Estimates



The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.



Cash and Cash Equivalents



For purposes of financial statement presentation, the REIT considers all liquid investments with an original maturity of three months or less to be cash
equivalents.



Mortgage Loans Held for Investment and
Securitization Bond Financing



Mortgage loans held for
investment include loans that Accredited has securitized in structures that require financing treatment. During the three months ended March 31, 2005, the REIT completed one securitization of mortgage loans totaling $917.2 million structured as a
financing under SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiesa replacement ofFASB Statement No. 125.



The securitizations are structured legally as sales, but for accounting
purposes are treated as financings under SFAS No. 140. The securitizations do not meet the qualifying special purpose entity criteria under SFAS No. 140 and related interpretations because after the loans are securitized, the securitization trusts
may acquire derivatives relating to beneficial interests retained by the REIT and, AHL, as servicer, subject to applicable contractual provisions, has discretion, consistent with prudent mortgage servicing practices, to determine whether to sell or
work out any loans securitized through the securitization trusts that become troubled. Accordingly, the loans remain on the balance sheet as loans held for investment, retained interests are not created for accounting purposes, and
securitization bond financing replaces the warehouse debt originally associated with the loans held for



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investment. The REIT records interest income on loans held for investment and interest expense on the bonds issued in the securitizations over the life of
the securitizations. Deferred debt issuance costs and discounts related to the bonds are amortized on a level yield basis over the estimated life of the bonds.



The REIT periodically evaluates the need for or the adequacy of the allowance for loan losses on its mortgage loans held for investment. Provision for
loan losses on mortgage loans held for investment is made in an amount sufficient to maintain credit loss allowances at a level considered appropriate to cover probable losses in the portfolio. The REIT defines a loan as non-accruing at the time the
loan becomes 90 days or more delinquent under its payment terms. Probable losses are determined based on segmenting the portfolio relating to their contractual delinquency status and applying the REITs and AHLs historical loss
experience. The REIT also uses other analytical tools to determine the reasonableness of the allowance for loan losses. Loss estimates are reviewed periodically and adjustments are reported in earnings. As these estimates are influenced by factors
outside of the REITs control, there is uncertainty inherent in these estimates, making it reasonably possible that they could change. Carrying values are written down to fair value when the loan is foreclosed upon or deemed uncollectible.



Derivative Financial Instruments



As part of the REITs interest rate management process, the REIT uses
derivative financial instruments such as Eurodollar futures and options. In connection with some of the securitizations structured as financings, the REIT entered into interest rate cap agreements. In connection with two of the securitizations
structured as financings, the REIT entered into interest rate swap agreements. It is not the REITs policy to use derivatives to speculate on interest rates. In accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities, as amended and interpreted, derivative financial instruments are reported on the balance sheet at fair value.



Fair Value Hedges



The REIT designates certain derivative financial instruments as hedge instruments under SFAS No. 133, and, at trade date, these instruments and their
hedging relationship are identified, designated and documented. The REIT has implemented fair value hedge accounting on its mortgage loans held for investment, whereby certain derivatives are designated as a hedge of the fair value of mortgage loans
held for investment. This process includes linking derivatives to specific assets or liabilities on the balance sheet. The REIT also assesses, both at the hedges inception and on an ongoing basis, whether the derivatives used in hedge
transactions are highly effective in offsetting changes in fair values of hedged items. Changes in the fair value of such derivative instruments and changes in the fair value of the hedged assets, which are determined to be effective, are recorded
as a component of interest income in the period of change. When it is determined that a derivative is not highly effective as a hedge or that it has ceased to be a highly effective hedge, the REIT discontinues hedge accounting. When hedge accounting
is discontinued because it is determined that the derivative no longer qualifies as an effective hedge, the derivative will continue to be recorded on the balance sheet at its fair value. For terminated hedges or hedges no longer qualifying as
effective, the formerly hedged asset will no longer be adjusted for changes in fair value and any previously recorded adjustment to the hedged asset will be included in the carrying basis. These amounts will be included in results of operations at
the time of disposition of the asset. Should the hedge prove to be perfectly effective, the current period net impact to earnings would be minimal. Accordingly, the net amount recorded in the statement of operations relating to fair value hedge
accounting is referred to as hedge ineffectiveness.



Cash
Flow Hedges



During the third quarter of 2004, the REIT
implemented the use of cash flow hedging on its securitization debt under SFAS No. 133. Pursuant to SFAS No. 133 hedge instruments have been designated as hedging the exposure to variability of cash flows from our securitization debt attributable to
interest rate risk. Cash flow hedge accounting requires that the effective portion of the gain or loss in the fair value of a derivative instrument designated as a hedge be reported as a component of other comprehensive income in stockholders
equity, and recognized into earnings in the period during which the hedged transaction affects earnings pursuant to SFAS No. 133. At the inception of the hedge and on an ongoing basis, the REIT assesses whether the derivatives used in hedging
transactions are highly effective in offsetting changes in cash flows of the hedged items. When it is determined that a derivative is not highly effective as a hedge, the REIT discontinues cash flow hedge accounting prospectively. In the instance
cash flow hedge accounting is discontinued, the derivative will continue to be recorded on the balance sheet at its fair value. Any change in the fair value of a derivative no longer qualifying as an effective hedge is recognized in current period
earnings. For terminated hedges or hedges that no longer qualify as effective, the effective portion previously recorded remains in other comprehensive income and continues to be amortized or accreted into earnings with the hedged item. The
ineffective portion on the derivative instrument is reported in current earnings as a component of interest expense.



For derivative financial instruments not designated as hedge instruments, unrealized changes in fair value are recognized in the period in which the
changes occur and realized gains and losses are recognized in the period when such instruments are settled.



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Provision for Losses



Provision for losses on loans held for investment is recorded in an amount sufficient to maintain the allowance for loan
losses at a level considered appropriate to cover probable losses on such loans. Market valuation adjustments have been recorded on real estate owned. These adjustments are based on the REITs and AHLs estimate of probable losses,
calculated using loss frequency and loss severity rate assumptions and are based on the value that the REIT could reasonably expect to obtain from a sale, that is, other than in a forced or liquidation sale. Provision for losses also includes net
losses on real estate owned. The REIT periodically evaluates the estimates used in calculating expected losses and adjustments are reported in earnings. As these estimates are influenced by factors outside of the REITs control and as
uncertainty is inherent in these estimates, actual amounts charged-off could differ from amounts recorded.



Interest Income



Interest income is recorded when earned. Interest income represents the interest earned on loans held for investment. The REIT does not accrue interest on
loans that are 90 days or more delinquent.



Escrow and
Fiduciary Funds



The REIT maintains segregated bank
accounts in trust for the benefit of investors for payments on securitized loans and mortgage loans serviced for investors. Accredited also maintains bank accounts for the benefit of borrowers property tax and hazard insurance premium payments
that are escrowed by borrowers. These bank accounts totaled $70.6 million and $68.2 million at March 31, 2005 and December 31, 2004, respectively, and are excluded from the REITs assets and liabilities.



Income Taxes



The REIT intends to elect to be subject to tax as a real estate investment
trust under the Internal Revenue Code of 1986. As a result, the REIT will generally not be subject to federal or state income tax to the extent that the REIT distributes its earnings to its shareholders and maintains its qualification as a real
estate investment trust.



Real Estate Owned



Real estate acquired in settlement of loans generally results when
property collateralizing a loan is foreclosed upon or otherwise acquired by AHL, as our servicer, in satisfaction of the loan. Real estate acquired through foreclosure is carried at fair value less costs to dispose. Fair value is based on the net
amount that the REIT could reasonably expect to receive for the asset in a current sale between a willing buyer and a willing seller, that is, other than in a forced or liquidation sale. Adjustments to the carrying value of real estate owned are
made through valuation allowances and charge-offs recognized through a charge to earnings. Legal fees and other direct costs incurred after foreclosure are expensed as incurred. At March 31, 2005 and December 31, 2004, real estate owned amounting to
$3.5 million and $2.7 million, respectively, net of valuation allowances, is included in other assets.



Comprehensive Income



Other comprehensive income includes unrealized gains and losses that are excluded from the statement of operations and are reported as a separate
component in stockholders equity. The unrealized gains and losses include unrealized gains and losses on the effective portion of cash flow hedges.



Accumulated other comprehensive income and comprehensive income is determined as follows for the three months ended March 31, 2005:



|                                                                           |  |                                      |        |   |                     |   |        |  
|-------------------------------------------------------------------------- |  | ------------------------------------ | ------ | - | ------------------- | - | ------ | -
|                                                                           |  | Accumulated OtherComprehensiveIncome |        |   | ComprehensiveIncome |  
|                                                                           |  | (In thousands)                       |        |   | (Unaudited)         |  
|Balance at December 31, 2004                                               |  | $                                    | 3,348  |   |                     |   |        |  
|Net income                                                                 |  |                                      |       |   |                     | $ | 41,456 |  
|Net unrealized gains on cash flow hedges                                   |  |                                      | 23,966 |   |                     |   | 23,966 |  
|Reclassification adjustment into earnings for realized gain on derivatives |  |                                      | (2,296 | ) |                     |   | (2,296 | )
|                                                                           |  |                                      |        |   |                     |   |        |  
|Balance at March 31, 2005                                                  |  | $                                    | 25,018 |   |                     | $ | 63,126 |  
|                                                                           |  |                                      |        |   |                     |   |        |  



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##### Table of Contents

|2. | CONCENTRATIONS OF RISK
|-- | ----------------------



Geographical Concentration



Properties securing mortgage loans held for investment are geographically dispersed throughout the United States. At March 31, 2005, 30% of the unpaid
principal balance of mortgage loans held for investment were secured by properties located in California. The remaining properties securing mortgage loans did not exceed 10% in any other state at March 31, 2005.



An overall decline in the economy or the residential real estate market, or
the occurrence of a natural disaster that is not covered by standard homeowners insurance policies, such as an earthquake, hurricane or wildfire,could decrease the value of mortgaged properties. This, in turn, would increase the risk of
delinquency, default or foreclosure on mortgage loans in our portfolio. This could restrict our and AHLs ability to originate, sell, or securitize mortgage loans, and significantly harm our business, financial condition, liquidity and results
of operations.



|3. | MORTGAGE LOANS
|-- | --------------



Mortgage loans held for investmentMortgage loans held for investment were as follows:



|                                                 |  |                |           |   |                  |   |           |  
|------------------------------------------------ |  | -------------- | --------- | - | ---------------- | - | --------- | -
|                                                 |  | March 31,2005  |           |   | December 31,2004 |  
|                                                 |  | (In thousands) |          
|                                                 |  | (Unaudited)    |           |   |                  |  
|Loans held for investmentprincipal balance      |  | $              | 4,667,616 |   |                  | $ | 4,101,982 |  
|Basis adjustment for fair value hedge accounting |  |                | 8,636     |   |                  |   | 13,741    |  
|Net deferred origination fees                    |  |                | (5,822    | ) |                  |   | (4,457    | )
|Allowance for loan losses                        |  |                | (63,823   | ) |                  |   | (54,960   | )
|                                                 |  |                |           |   |                  |   |           |  
|Loans held for investment, net                   |  | $              | 4,606,607 |   |                  | $ | 4,056,306 |  
|                                                 |  |                |           |   |                  |   |           |  



Reserves for
losses - Activity in the reserves was as follows for the three months ended March 31, 2005:



|                                   |  |                            |        |                          |   |                     |  |                |       |  |                         |      |   |  |   |       
|---------------------------------- |  | -------------------------- | ------ | ------------------------ | - | ------------------- |  | -------------- | ----- |  | ----------------------- | ---- | - |  | - | ------
|                                   |  | Balance atBeginning ofYear |        | Contributionsfrom Parent |   | Provisionfor Losses |  | Chargeoffs,net |       |  | Balance at Endof Period
|                                   |  | (In thousands) (Unaudited)
|Mortgage loans held for investment |  | $                          | 54,960 |                          | $ | 7,622               |  | $              | 2,166 |  | $                       | (925 | ) |  | $ | 63,823
|Real estate owned                  |  |                            | 2,028  |                          |   |                    |  |                | 636   |  |                         |     |   |  |   | 2,664 
|                                   |  |                            |        |                          |   |                     |  |                |       |  |                         |      |   |  |   |       
|Total                              |  | $                          | 56,988 |                          | $ | 7,622               |  | $              | 2,802 |  | $                       | (925 | ) |  | $ | 66,487
|                                   |  |                            |        |                          |   |                     |  |                |       |  |                         |      |   |  |   |       



The following table
summarizes the loss and delinquency amounts for mortgage loans and real estate owned:



|                                   |  |                            |           |                                  |   |                                |  |   |    
|---------------------------------- |  | -------------------------- | --------- | -------------------------------- | - | ------------------------------ |  | - | ---
|                                   |  | At March 31, 2005          |           | Three MonthsEnded March 31, 2005
|                                   |  | TotalPrincipalAmount       |           | DelinquentPrincipalOver 90Days   |   | Credit Losses,net ofrecoveries
|                                   |  | (In thousands) (Unaudited)
|Mortgage loans held for investment |  | $                          | 4,667,616 |                                  | $ | 29,673                         |  | $ | 925
|Real estate owned                  |  |                            | 6,195     |                                  |   | 6,195                          |  |   |   
|                                   |  |                            |           |                                  |   |                                |  |   |    
|Total                              |  | $                          | 4,673,811 |                                  | $ | 35,868                         |  | $ | 925
|                                   |  |                            |           |                                  |   |                                |  |   |    
|                                   |  |                           
|                                   |  | At December 31, 2004       |           |                                 
|                                   |  | TotalPrincipalAmount       |           | DelinquentPrincipalOver 90Days   |   |                               
|                                   |  | (In thousands)             |           |                                 
|Mortgage loans held for investment |  |                            | 4,101,982 |                                  | $ | 22,634                         |  |   |    
|Real estate owned                  |  |                            | 4,716     |                                  |   | 4,716                          |  |   |    
|                                   |  |                            |           |                                  |   |                                |  |   |    
|Total                              |  | $                          | 4,106,698 |                                  | $ | 27,350                         |  |   |    
|                                   |  |                            |           |                                  |   |                                |  |   |    



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|4. | OTHER RECEIVABLES
|-- | -----------------



Other receivables were as follows:



|                                     |  |                |        |                  |   |       
|------------------------------------ |  | -------------- | ------ | ---------------- | - | ------
|                                     |  | March 31, 2005 |        | December 31,2004
|                                     |  | (In thousands)
|                                     |  | (Unaudited)    |        |                 
|Accrued interest on mortgage loans   |  | $              | 25,596 |                  | $ | 22,039
|Deposit in derivative margin account |  |                | 7,373  |                  |   | 6,361 
|Other                                |  |                | 128    |                  |   | 1,583 
|                                     |  |                |        |                  |   |       
|Total                                |  | $              | 33,097 |                  | $ | 29,983
|                                     |  |                |        |                  |   |       



|5. | DERIVATIVE FINANCIAL INSTRUMENTS
|-- | --------------------------------



Fair Value Hedges



The REIT uses hedge accounting as defined by SFAS No. 133 for certain derivative financial instruments used to hedge its loans held for investment. At
March 31, 2005 and December 31, 2004, fair value hedge basis adjustments of $8.6 million and $13.7 million are included as additions to loans held for investment. No hedge ineffectiveness associated with fair value hedges was recorded in earnings
during the three months ended March 31, 2005.



Cash Flow
Hedges



During the third quarter of 2004, the REIT
began utilizing cash flow hedging and implemented the use of cash flow hedge accounting on its securitization debt under SFAS No. 133. Previously, the REIT had been using fair value hedge accounting, but elected to use this alternative method to
accommodate elements of the REIT requirements. The net impact on earnings is not expected to be materially different under the two methods. Effective unrealized gains, net of effective unrealized losses, associated with cash flow hedges of $24.0
million were recorded in other comprehensive income during the three months ended March 31, 2005, which is reported as a component of stockholders equity. These contracts settle on various dates ranging from April 2005 to March 2012. A total
of $16.7 million in net effective gains, included in other comprehensive income at March 31, 2005, is expected to be reclassified into earnings during the next twelve months. Hedge ineffectiveness associated with cash flow hedges of $1.1 million was
recorded in earnings during the three months ended March 31, 2005, and is included as a component of interest expense in the statement of operations.



Futures Contracts, Options Contracts, Interest Rate Swap and Cap Agreements and Margin Accounts



At March 31, 2005 the REIT had outstanding futures contracts, options
contracts and interest rate swap agreements which were designated as hedge instruments, as well as interest rate cap agreements. At March 31, 2005 and December 31, 2004, the fair value of the margin account balances required for these derivatives
and the futures contracts was $7.4 million and $4.7 million, respectively, and is included in other receivables. At March 31, 2005, the fair value of the options contracts, interest rate swap and cap agreements was $2.7 million, $11.3 million and
$0.3 million, respectively, and is included in other assets. At December 31, 2004, the fair value of the options contracts, interest rate swap and cap agreements was $1.0 million, $1.8 million and $0.3 million, respectively. The total net
liquidation value at March 31, 2005 and December 31, 2004 of these derivatives and related margin account balances was $21.7 million and $9.5 million, respectively. A gain of $1.7 million on derivative instruments not designated for SFAS No. 133
hedge accounting treatment was recorded in interest expense on the statement of operations during the three months ended March 31, 2005 relating to the gain in value of interest rate cap agreements and interest rate swap agreements.



The change in fair value of derivative financial instruments, and the related
hedged asset, recorded in the statement of operations was as follows for the three months ended March 31, 2005:



|                      |  |                            |        |   |                 |   |        |       |  |   |        |  
|--------------------- |  | -------------------------- | ------ | - | --------------- | - | ------ | ----- |  | - | ------ | -
|                      |  | InterestIncome             |        |   | InterestExpense |   |        | Total | 
|                      |  | (In thousands) (Unaudited) |       
|Net unrealized (loss) |  | $                          | (1,778 | ) |                 | $ | (5,351 | )     |  | $ | (7,129 | )
|Net realized gain     |  |                            |       |   |                 |   | 10,215 |       |  |   | 10,215 |  
|                      |  |                            |        |   |                 |   |        |       |  |   |        |  
|Total                 |  | $                          | (1,778 | ) |                 | $ | 4,864  |       |  | $ | 3,086  |  
|                      |  |                            |        |   |                 |   |        |       |  |   |        |  



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|6. | TEMPORARY CREDIT FACILITIES
|-- | ---------------------------



In connection with the REITs execution of securitization transactions, AHL and the REIT, as several borrowers or sellers, may enter into warehouse
transactions with lenders to finance the related mortgage loans that are to be contributed by AHL to the REIT and then subsequently securitized with permanent bond financing. The net proceeds of the securitizations are to be used by AHL or the REIT
to repay the warehouse debt and pay other expenses of the securitization.



During the three months ended March 31, 2005, AHL and the REIT, as several sellers, modified two warehouse agreements to permit the securitization structure contemplated above. In 2005, the REIT also entered into one
additional short-term temporary aggregate warehouse facility for the purpose described above. This facility lasted for approximately 30 days. Each of the agreements has cross-default and cross-collateralization provisions and AHL provides a
guarantee of the REITs obligations under the facilities; in addition, the facilities are structured so that the REIT only has monetary responsibilities for approximately 10 business days prior to a securitization and otherwise does not have
any monetary obligations under the facilities (REIT Transaction). The facilities are collateralized by performing, aged and delinquent loans and bear interest based on the One-Month LIBOR. Amounts outstanding on the warehouse facilities
described above during the three months ended March 31, 2005 totaled $917.6 million and represented the amount of loans held for securitization. There were no outstanding REIT Transaction borrowings on any of the warehouse facilities described above
at March 31, 2005.



AHL and the REIT, as several borrowers or
sellers, may enter into or modify additional warehouse facilities during 2005 in a similar manner in contemplation of a securitization.



|7. | SECURITIZATION BOND FINANCING
|-- | -----------------------------



The following is a summary of the outstanding securitization bond financing:



|                                                                                                                                                                                                                                                                                                |  |                |           |   |                  |   |           |  
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------- | --------- | - | ---------------- | - | --------- | -
|                                                                                                                                                                                                                                                                                                |  | March 31, 2005 |           |   | December 31,2004 |  
|                                                                                                                                                                                                                                                                                                |  | (In thousands) |          
|                                                                                                                                                                                                                                                                                                |  | (Unaudited)    |           |   |                  |  
|Series 2002-1 securitization with a stated maturity date of July 25, 2032 and an interest rate of 4.93% for the fixed portion of the bond and
One-Month LIBOR plus 0.32% for the variable rate portion of the bond                                                                              |  | $              | 58,694    |   |                  | $ | 64,644    |  
|Series 2002-2 securitization with a stated maturity date range of January 25, 2033 through February 25, 2033 and an interest rate of 4.48% for
the fixed portion of the bond and a range of One-Month LIBOR plus 0.49% to One-Month LIBOR plus 0.50% for the variable rate portions of the bond |  |                | 193,765   |   |                  |   | 221,021   |  
|Series 2003-1 securitization with a stated maturity date of June 25, 2033 and an interest rate of 3.58% for the fixed portion of the bond and
a range of One-Month LIBOR plus 0.35% to One-Month LIBOR plus 0.38% for the variable rate portions of the bond                                    |  |                | 128,125   |   |                  |   | 147,530   |  
|Series 2003-2 securitization with a stated maturity date of October 25, 2033 and an interest rate of 4.23% for the fixed portion of the bond
and a range of One-Month LIBOR plus 0.35% to One-Month LIBOR plus 0.37% for the variable rate portions of the bond                                 |  |                | 222,994   |   |                  |   | 251,278   |  
|Series 2003-3 securitization with a stated maturity date of January 25, 2034 and an interest rate of 4.46% for the fixed portion of the bond
and One-Month LIBOR plus 0.38% for the variable rate portions of the bond                                                                          |  |                | 296,671   |   |                  |   | 342,386   |  
|Series 2004-1 securitization with a stated maturity date of April 25, 2034 and an interest rate of One-Month LIBOR plus 0.30%                                                                                                                                                                   |  |                | 333,036   |   |                  |   | 384,857   |  
|Series 2004-2 securitization with a stated maturity date of July 25, 2034 and an interest rate range of One-Month LIBOR plus 0.29% to
One-Month LIBOR plus 0.30%                                                                                                                                |  |                | 552,669   |   |                  |   | 604,229   |  
|Series 2004-3 securitization with a stated maturity date of October 25, 2034 and an interest rate range of 2.90% to 5.25% for the fixed
portions of the bond and a range of One-Month LIBOR plus 0.17% to One-Month LIBOR plus 2.50% for the variable rate portions of the bond                 |  |                | 864,624   |   |                  |   | 928,914   |  
|Series 2004-4 securitization with a stated maturity date of January 25, 2035 and an interest rate of 5.25% for the fixed portion of the bond
and a range of One-Month LIBOR plus 0.15% to One-Month LIBOR plus 1.80% for the variable rate portions of the bond                                 |  |                | 967,044   |   |                  |   | 1,012,214 |  
|Series 2005-1 securitization with a stated maturity date of April 25, 2035 and an interest rate range of One-Month LIBOR plus 0.10% to
One-Month LIBOR plus 2.50%                                                                                                                               |  |                | 891,009   |   |                  |   |          |  
|                                                                                                                                                                                                                                                                                                |  |                |           |   |                  |   |           |  
|                                                                                                                                                                                                                                                                                                |  |                | 4,508,631 |   |                  |   | 3,957,073 |  
|Unamortized bond discounts                                                                                                                                                                                                                                                                      |  |                | (3,768    | ) |                  |   | (2,958    | )
|                                                                                                                                                                                                                                                                                                |  |                |           |   |                  |   |           |  
|Total securitization bond financing, net                                                                                                                                                                                                                                                        |  | $              | 4,504,863 |   |                  | $ | 3,954,115 |  
|                                                                                                                                                                                                                                                                                                |  |                |           |   |                  |   |           |  



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The bonds are collateralized by loans held for investment with an aggregate outstanding principal balance
of $4.7 billion and $4.1 billion as of March 31, 2005 and December 31, 2004, respectively. Unamortized debt issuance costs, included in other assets, are $15.7 million and $14.1 million at March 31, 2005 and December 31, 2004, respectively.



Amounts collected on the mortgage loans are remitted to the
respective trustees, who in turn distribute such amounts each month to the bondholders, together with other amounts received related to the mortgage loans, net of fees payable to the REIT, the trustee and the insurer of the bonds. Any remaining
funds after payment of fees and distribution of principal and interest is known as excess interest.



The securitization agreements require that a certain level of overcollateralization be maintained for the bonds. A portion of the excess interest may be
initially distributed as principal to the bondholders to increase the level of overcollateralization. Once a certain level of overcollateralization has been reached, excess interest is no longer distributed as principal to the bondholders, but,
rather, is passed through to the REIT. Should the level of overcollateralization fall below a required level, excess interest will again be paid as principal to the bondholders until the required level has been reached.



The securitization agreements provide that if delinquencies or losses on the
underlying mortgage loans exceed certain maximums, the required levels of credit enhancement would be increased.



Due to the potential for prepayment of mortgage loans, the early distribution of principal to the bondholders and the optional clean-up call, the bonds
are not necessarily expected to be outstanding through the stated maturity date set forth above.



The following table summarizes the expected repayments relating to the securitization bond financing at March 31, 2005. Amounts listed as bond payments
are based on anticipated receipts of principal and interest on underlying mortgage loan collateral using historical prepayment speeds:



|                                     |  |                           |           |  
|------------------------------------ |  | ------------------------- | --------- | -
|                                     |  | (In thousands)(Unaudited) |          
|Nine months ending December 31, 2005 |  | $                         | 1,066,405 |  
|Years Ending December 31:            |  |                           |           |  
|2006                                 |  |                           | 1,405,621 |  
|2007                                 |  |                           | 872,085   |  
|2008                                 |  |                           | 436,349   |  
|2009                                 |  |                           | 285,526   |  
|2010                                 |  |                           | 175,716   |  
|Thereafter                           |  |                           | 266,929   |  
|Unamortized bond discounts           |  |                           | (3,768    | )
|                                     |  |                           |           |  
|Total                                |  | $                         | 4,504,863 |  
|                                     |  |                           |           |  



|8. | INCOME TAXES AND DISTRIBUTION OF EARNINGS
|-- | -----------------------------------------



At the time the REIT files its first income tax return, the REIT will elect to be treated as a REIT for income tax purposes in accordance with certain
provisions of the Internal Revenue Code of 1986. As a result of this election, the REIT will generally not be subject to federal or state income tax to the extent that it distributes its earnings to its shareholders and maintains its qualification
as a real estate investment trust. Currently the REIT plans to distribute all of its taxable income to common and preferred shareholders by December 31, 2005.



The following is a reconciliation of the income tax provision computed using the statutory federal income tax rate to the income tax provision
reflected in the statement of operations for the three months ended March 31, 2005:



|                                            |  |                           |         |  
|------------------------------------------- |  | ------------------------- | ------- | -
|                                            |  | (In thousands)(Unaudited) |        
|Federal income tax at statutory rate        |  | $                         | 14,509  |  
|Preferred stock dividends at statutory rate |  |                           | (873    | )
|Common stock dividends paid deduction       |  |                           | (13,636 | )
|                                            |  |                           |         |  
|Total provision                             |  | $                         |        |  
|                                            |  |                           |         |  



|9. | PREFERRED STOCK
|-- | ---------------



The Board of Trustees, or a duly authorized committee thereof, may issue up to 200,000,000 shares of preferred stock from time to time in one or more
classes or series. In addition, the Board of Trustees, or duly authorized committee thereof, may fix the preferences, conversion or other rights, voting powers, restrictions, limitations as to dividends or other distributions, qualifications and
terms and conditions of redemption.



14



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##### Table of Contents

9.75% Series A Perpetual Cumulative Preferred Shares



The Board of Trustees and a duly authorized committee thereof has classified
and designated 4,093,678 preferred shares as Series A Preferred Shares. At March 31, 2005 and December 31, 2004, there were 4,093,678 preferred shares issued and outstanding.



On March 2, 2005, the REITs board of trustees declared quarterly cash dividends on the preferred shares at the rate of
$0.609375 per share. The $2.5 million cash dividends were paid on March 31, 2005, to preferred shareholders on record at the close of business on March 15, 2005.



The Series A Preferred Shares contain covenants requiring the REIT to maintain a total shareholders equity balance and
total loans held for investment of at least $50 million and $2.0 billion, respectively, commencing on December 31, 2004 and at the end of each quarter thereafter, and, commencing with each of the four quarters ending December 31, 2005, to maintain a
cumulative unencumbered cash flow greater than or equal to six times the cumulative preferred dividends required in those four quarters. If the REIT is not in compliance with any of these covenants, no dividends can be declared on the REITs
common shares until it is in compliance with all covenants as of the end of two successive quarters. As of March 31, 2005, the REIT was in compliance with the covenants applicable to date in 2005.



Accredited irrevocably and unconditionally agrees to pay in full to the
holders of each share of the REITs Series A Preferred Shares, as and when due, regardless of any defense, right of set-off or counterclaim which the REIT or Accredited may have or assert: (i) all accrued and unpaid dividends (whether or not
declared) payable on the REITs Series A Preferred Shares, (ii) the redemption price (including all accrued and unpaid dividends) payable with respect to any of the REITs Series A Preferred Shares redeemed by the REIT and (iii) the
liquidation preference, if any, payable with respect to any of the REITs Series A Preferred Shares. Accrediteds guarantee is subordinated in right of payment to Accrediteds indebtedness, on parity with the most senior class of
Accrediteds preferred stock and senior to Accrediteds common stock.



|10. | RECEIVABLE FROM PARENT AND ADMINISTRATION AND SERVICING AGREEMENT WITH PARENT
|--- | -----------------------------------------------------------------------------



The REIT has an administration and servicing agreement with its parent company, AHL, whereby AHL provides loan servicing,
treasury, accounting, tax and other administrative services for the REIT in exchange for a management fee equal to 0.5% per year on the outstanding principal balance of the loans serviced, plus miscellaneous fee income collected from mortgagors
including late payment charges, assumption fees and similar items. Under this agreement, either party agrees to pay interest on the net average balance payable to the other party at an annual rate equal to the Six-Month LIBOR plus 1.0%. Management
fee expense and interest income under this agreement totaled $5.3 million and $0.2 million, respectively for the three months ended March 31, 2005. At March 31, 2005 and December 31, 2004, the net receivable from parent was $15.6 million and $15.2
million, respectively.



|11. | SUPPLEMENTAL CASH FLOW INFORMATION
|--- | ----------------------------------



The following represents supplemental cash flow information for the three months ended March 31, 2005:



|                                                                                                                  |  |                           |          |  
|----------------------------------------------------------------------------------------------------------------- |  | ------------------------- | -------- | -
|                                                                                                                  |  | (In thousands)(Unaudited) |         
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                                                 |  |                           |          |  
|Cash paid during the period for interest                                                                          |  | $                         | 38,970   |  
|                                                                                                                  |  |                           |          |  
|SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:                                           |  |                           |          |  
|Transfer of loans held for investment to real estate owned, net of reserves, included in other assets             |  | $                         | 1,479    |  
|                                                                                                                  |  |                           |          |  
|Detail of assets and liabilities contributed from parent:                                                         |  |                           |          |  
|Cash contributions                                                                                                |  | $                         | 3,000    |  
|Mortgage loans, net of reserves, deferred origination costs and fair value basis adjustments for hedge accounting |  |                           | 904,108  |  
|Outstanding balances on warehouse credit facilities                                                               |  |                           | (917,632 | )
|                                                                                                                  |  |                           |          |  
|Net capital reductions from parent                                                                                |  | $                         | (10,524  | )
|                                                                                                                  |  |                           |          |  



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##### Table of Contents

|ITEM 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------



The following discussion should be reviewed in conjunction with our
financial statements and the related notes and other financial information appearing elsewhere in this report. In addition to historical information, the following discussion and other parts of this document contain forward-looking information that
involves risks and uncertainties. Please refer to the section entitled Forward-Looking Statements on page 4 of this Form 10-Q. Our actual results could differ materially from those anticipated by such forward-looking information due to
factors discussed under the section below entitled Risk Factors That May Affect Future Results and Accrediteds Guarantee of Our Series A Preferred Shares and elsewhere in this report.



General



Accredited Mortgage Loan REIT Trust (the REIT) was formed on May 4, 2004 as a Maryland real estate investment
trust for the purpose of acquiring, holding and managing real estate assets. All of our outstanding common shares are held by Accredited Home Lenders, Inc. (AHL), a wholly-owned subsidiary of Accredited Home Lenders Holding Co.,
(Accredited).



Our intention is to hold all
securitized loans and related securitization bond financing activities of AHL. We acquire mortgage assets and assume related funding obligations from AHL, who also provides operating facilities, administration and servicing for us. We are,
therefore, economically and operationally dependent on AHL, and, as such, our results of operation or financial condition may not be indicative of the conditions that would have existed for our results of operations or financial condition if we had
operated as an unaffiliated entity.



We intend to elect to be
taxed as a real estate investment trust and to comply with the provisions of the Internal Revenue Code with respect thereto. Accordingly, we will generally not be subject to federal or state income tax to the extent that its distributions to
shareholders satisfy the real estate investment trust requirements and certain asset, income and share ownership tests are met.



Our operations generate revenues from interest income over the life of the loans that we have securitized in structures that require financing treatment
for accounting purposes. This interest is partially offset by the interest we pay on the bonds that we issue to repay warehouse debt incurred to fund these loans, the fees and expenses of securitization participants, such as the servicer and the
trustees, as well as our provision for losses on the loans. The provision for loan losses is generally determined as the amount sufficient to maintain credit loss reserves at a level considered by us to be adequate to cover probable losses in the
securitized loan portfolio.



Although the securitizations are
legally structured as sales for accounting purposes they are treated as financings under Statement of Financial Accounting Standards (SFAS) No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities  a replacement of FASB Statement No. 125. The securitizations do not meet the qualifying special purpose entity criteria under SFAS No. 140 and related interpretations because after the mortgage loans are securitized, the
securitization trust may acquire derivatives relating to beneficial interests retained by us. Also, AHL, as servicer, subject to applicable contractual provisions, has sole discretion to use its best commercial judgment in determining whether to
sell or work out any mortgage loans securitized through the securitization trust that become troubled. Accordingly, the mortgage loans and securitization indebtedness are included in our balance sheet. We record interest income on the mortgage loans
and interest expense on the securities issued from the securitization over the life of the securitization. Our profitability in large part depends on the difference, or spread, between these amounts.



We expect our mortgage loan portfolio to grow based on the trend of receiving
capital contributions of assets and liabilities from AHL for our quarterly securitizations. To the extent that the contributions of mortgage loans for securitizations by AHL are greater than the rate of payments received on existing securitized
mortgage loans, we would expect growth in our total mortgage loan portfolio.



We anticipate that our results of operations may fluctuate on a quarterly and annual basis. The timing and degree of fluctuation will depend upon several factors, including competition, economic slowdowns and
increased interest rates in addition to those discussed under Risk Factors That May Affect Future Results. We cannot assure you that we will be able to sustain revenue growth or maintain profitability on a quarterly or annual basis or
that our growth will be consistent with predictions made by securities analysts.



16



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##### Table of Contents

Results Of Operations



Three Months Ended March 31, 2005



Net Revenues



Net revenues and key indicators that affected our net revenues were as follows for the three months ended March 31, 2005:



|                                                                                             |  |                       |           |  
|-------------------------------------------------------------------------------------------- |  | --------------------- | --------- | -
|                                                                                             |  | (Dollars inthousands) |          
|Interest income                                                                              |  | $                     | 84,097    |  
|Interest expense                                                                             |  |                       | (34,526   | )
|                                                                                             |  |                       |           |  
|Net interest income                                                                          |  |                       | 49,571    |  
|Provision for losses                                                                         |  |                       | (2,802    | )
|                                                                                             |  |                       |           |  
|Net interest income after provision                                                          |  |                       | 46,769    |  
|Other income                                                                                 |  |                       | 92        |  
|                                                                                             |  |                       |           |  
|Total net revenues                                                                           |  | $                     | 46,861    |  
|                                                                                             |  |                       |           |  
|Average inventory of loans held for investment                                               |  | $                     | 4,466,039 |  
|Annualized interest income as a percentage of average inventory of loans held for investment |  |                       | 7.53      | %



Interest Income and
Expense. Interest income totaled $84.1 million and was generated primarily from our loans held for investment. Interest income also includes prepayment penalties, the realized and unrealized gains and losses on derivatives purchased to manage
our interest rate risk on our interest bearing assets, changes in the related fair value of the derivatives and intercompany interest income.



Interest expense totaled $34.5 million and represents interest incurred on our securitization bond financings and our interim warehouse credit facilities,
amortization of bond issue costs and realized and unrealized gains and losses on derivatives purchased to manage our interest rate risk on our interest bearing liabilities.



We currently expect interest income to increase in 2005 from growth in our loan portfolio. We currently expect interest
expense to increase in 2005 as our borrowings increase to support our expected growth in our loan portfolio.



The components of our net interest margin are as follows for the three months ended March 31, 2005:



|                    |  |                         |         |   |                           |   |             |  |       |  
|------------------- |  | ----------------------- | ------- | - | ------------------------- | - | ----------- |  | ----- | -
|                    |  | InterestIncome(Expense) |         |   | AverageBalanceOutstanding |   | AverageRate | 
|                    |  | (Dollars in thousands)  |        
|Interest income     |  | $                       | 84,097  |   |                           | $ | 4,466,039   |  | 7.53  | %
|Interest expense    |  |                         | (34,526 | ) |                           | $ | 4,303,908   |  | (3.21 | )
|                    |  |                         |         |   |                           |   |             |  |       |  
|Spread              |  | $                       | 49,571  |   |                           |   |             |  | 4.32  | %
|                    |  |                         |         |   |                           |   |             |  |       |  
|Net interest margin |  | $                       | 49,571  |   |                           | $ | 4,466,039   |  | 4.44  | %
|                    |  |                         |         |   |                           |   |             |  |       |  



Provision for
Losses. The provision for losses is comprised of the following for the three months ended March 31, 2005:



|                                                                                |  |                       |           |  
|------------------------------------------------------------------------------- |  | --------------------- | --------- | -
|                                                                                |  | (Dollars inthousands) |          
|Current period provision for loans held for investment                          |  | $                     | 2,166     |  
|Reserve balance on loans held for investment at year end                        |  | $                     | 63,823    |  
|Principal balance loans held for investment at period end                       |  | $                     | 4,667,616 |  
|Reserve balance on loans as a percentage of the principal balance at period end |  |                       | 1.4       | %



Provision for losses
reflects additions to reserves after the loans and related reserves are contributed from AHL to the REIT. The relatively higher reserve balance is the result of those contributions.



The 1.4% reserve balance on mortgage loans held for investment as a percentage of the principal balance outstanding at
period end is our estimate of the amount sufficient to maintain credit loss reserves at a level considered adequate to cover probable losses in our securitized loan portfolio.



We currently expect our total provision for losses to increase in 2005 commensurate with our average loan portfolio.



Management Fee Assessed by Parent Company.The
management fee assessed by our parent, AHL, for servicing and general and administrative services totaled $5.3 million and represents 0.5%, per annum, on the monthly outstanding principal



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balance of the loans serviced by AHL, plus miscellaneous fee income collected from mortgagors, including late payment charges, assumption fees and similar
items.



Direct General and Administrative Expense.
Direct general and administrative expenses totaled $59,000 and represent audit, legal and trustee fees incurred directly by us.



Income taxes. There is no provision for income taxes for the three months ended March 31, 2005 as we expect to dividend all of our 2005 taxable
income to preferred and common shareholders. It is anticipated that, in conjunction with satisfying the ongoing distribution requirements applicable to a real estate investment trust, we will continue to dividend all of our taxable income to
shareholders. Therefore, we do not expect to record an income tax provision in 2005. Our parent company, AHL, will be subject to federal and state taxes on the taxable income that is dividended to it at the parent companys effective tax rate.



Liquidity and Capital Resources



Parent Contributions



During the three months ended March 31, 2005, AHL contributed to us mortgage
loans, net of reserves, of $904.1 million and cash of $3.0 million, reduced by contributions of aggregate outstanding credit facility balances of $917.6 million, resulting in net negative capital contributions to us of $10.5 million. AHL may from
time-to-time in the future contribute additional capital or other net assets to us.



Preferred Stock



On
March 2, 2005, our board of trustees declared quarterly cash dividends on the preferred shares at the rate of $0.609375 per share. The $2.5 million cash dividends were paid on March 31, 2005, to preferred shareholders on record at the close of
business on March 15, 2005.



The Series A Preferred Shares
contain covenants requiring us to maintain a total shareholders equity balance and total loans held for investment of at least $50 million and $2.0 billion, respectively, commencing on December 31, 2004 and at the end of each quarter
thereafter, and, commencing with each of the four quarters ending December 31, 2005, to maintain a cumulative unencumbered cash flow greater than or equal to six times the cumulative preferred dividends required in those four quarters. If we are not
in compliance with any of these covenants, no dividends can be declared on our common shares until we are in compliance with all covenants as of the end of two successive quarters. As of March 31, 2005, we were in compliance with the covenants
applicable to date in 2005.



Securitizations



In February 2005, we completed a securitization of $917.2 million of
mortgage loans, of which $13.8 million represented upfront over-collateralization. Pursuant to the securitization, five classes of senior notes with variable rates ranging from One-Month LIBOR plus 0.10% to One-Month LIBOR plus 0.35%, and six
classes of subordinated notes with variable rates ranging from One-Month LIBOR plus 0.47% to One-Month LIBOR plus 2.50% were issued totaling $903.5 million. Proceeds from the sale of the notes were $900.1 million, or 99.63% of the original principal
balance of the notes sold, before deducting expenses. The notes have a final stated maturity date of April 2035.



Summary of Cash Activity



Cash provided by operating activities of $54.8 million, cash provided by investing activities of $349.0 million, cash capital contributions from AHL of
$3.0 million, net proceeds from the issuance of securitized bond financing of $899.4 million during the three months ended March 31, 2005 were used primarily to pay off outstanding credit facility balances contributed by AHL of $917.6 million, fund
payments on the securitization bond financing of $351.9 million and pay dividends on preferred stock of $2.5 million. With the increase in mortgage loans held for investment during 2005, we would expect to have increased cash from operating
activities in 2005 from this higher base of interest earning assets.



Credit Facilities



In connection with our
execution of securitization transactions, AHL and we, as several borrowers or sellers, may enter into warehouse transactions with lenders to finance the related mortgage loans that are to be contributed by AHL to us and then subsequently securitized
with permanent bond financing. The net proceeds of the securitizations are to be used by AHL or us to repay the warehouse debt and pay other expenses of the securitization.



During the three months ended March 31, 2005, AHL and we, as several sellers, modified two warehouse agreements to permit
the securitization structure contemplated above. In 2005, we also entered into one additional short-term temporary aggregate warehouse facility for the purpose described above. This facility lasted for approximately 30 days. Each of the agreements
has cross-default and cross-collateralization provisions and AHL provides a guarantee of our obligations under the facilities; in addition, the facilities are structured so that we only have monetary responsibilities for approximately 10 business



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days prior to a securitization and otherwise does not have any monetary obligations under the facilities (REIT Transaction). The facilities are
collateralized by performing, aged and delinquent loans and bear interest based on the One-Month LIBOR. Amounts outstanding on the warehouse facilities described above during the three months ended March 31, 2005 totaled $917.6 million and
represented the amount of loans held for securitization. There were no outstanding REIT Transaction borrowings on any of the warehouse facilities described above at March 31, 2005.



AHL and we, as several borrowers or sellers, may enter into or modify additional warehouse facilities during 2005 in a
similar manner in contemplation of a securitization.



Parent
Guarantee



Accredited irrevocably and unconditionally has
agreed to pay in full to the holders of each share of our Series A Preferred Shares, as and when due, regardless of any defense, right of set-off or counterclaim which we or Accredited may have or assert: (i) all accrued and unpaid dividends
(whether or not declared) payable on our Series A Preferred Shares, (ii) the redemption price (including all accrued and unpaid dividends) payable with respect to any of our Series A Preferred Shares redeemed by us and (iii) the liquidation
preference, if any, payable with respect to any of our Series A Preferred Shares. Accrediteds guarantee is subordinated in right of payment to Accrediteds indebtedness, on parity with the most senior class of Accrediteds preferred
stock and senior to Accrediteds common stock.



We
anticipate that our liquidity, credit facilities and capital resources will be sufficient to fund our operations for the foreseeable future.



Market Risk



Market risks generally represent the risk of loss that may result from the potential change in the value of a financial instrument due to fluctuations in
interest and foreign exchange rates and in equity and commodity prices. Our market risk relates primarily to interest rate fluctuations. We may be directly affected by the level of and fluctuations in interest rates, which affect the spread between
the rate of interest received on our mortgage loans held for investment and the related financing rate. Our profitability could be adversely affected during any period of unexpected or rapid changes in interest rates, by impacting the value of loans
held for investment and changing the level of loan prepayments, thereby adversely affecting our long-term net interest income.



The objective of interest rate risk management is to control the effects that interest rate fluctuations have on the value of our assets and liabilities.
Our management of interest rate risk is intended to mitigate the volatility of earnings associated with fluctuations in the net interest on loans held for investment due to changes in the current market rate of interest.



We use several reports and risk management strategies to monitor, evaluate,
and manage the risk profile of our loan portfolio in response to changes in the market risk. We cannot assure you, however, that we will adequately offset all risks associated with our loan portfolio.



Derivative Instruments and Hedging Activities



As part of our interest rate management process, we use derivative financial
instruments such as Eurodollar futures and options on Eurodollar futures. Five of the securitizations structured as financings have associated interest rate cap agreements. In connection with two of the securitizations structured as financings, we
entered into interest rate swap agreements. It is not our policy to use derivatives to speculate on interest rates. In accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended and interpreted,
derivative financial instruments are reported on the balance sheet at their fair value.



Fair Value Hedges



We
designate certain derivative financial instruments as hedge instruments under SFAS No. 133, and, at trade date, these instruments and their hedging relationship are identified, designated and documented. For derivative financial instruments
designated as hedge instruments, we evaluate the effectiveness of these hedges against the hedged asset or liability to ensure that there remains adequate correlation in the hedge relationship.



Cash Flow Hedges



During the third quarter of 2004, we began utilizing cash flow hedging and
implemented the use of cash flow hedge accounting on our securitization debt under SFAS No. 133. Pursuant to SFAS No. 133 hedge instruments have been designated as hedging the exposure to variability of cash flows from our securitization debt
attributable to interest rate risk. Cash flow hedge accounting requires that the effective portion of the gain or loss in the fair value of a derivative instrument designated as a hedge be reported as a component of other comprehensive income in
stockholders equity, and recorded into earnings in the period during which the hedged transaction affects earnings pursuant to SFAS No. 133. The ineffective portion on the derivative instrument is reported in current earnings as a component of
interest expense.



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For derivative financial instruments not designated as hedge instruments, unrealized changes in fair
value are recognized in the period in which the changes occur and realized gains and losses are recognized in the period when such instruments are settled.



Interest Rate Simulation Sensitivity Analysis



Changes in market interest rates affect our estimations of the fair value of our securitization debt and the related derivatives. Changes in fair value
that are stated below are derived based upon immediate and equal changes to market interest rates of various maturities. All derivative financial instruments and interest rate sensitive liabilities have been included within the sensitivity analysis
presented. We model the change in value of our derivative financial instruments using outside valuation models generally recognized within the industry. Projected changes in the value of our debt as stated below are determined based on the change in
net present value arising from the selected hypothetical changes in market interest rates. Changes in the fair value of our derivative positions with optionality have been included based on an immediate and equal change in market interest rates. The
base or current interest rate curve is adjusted by the levels shown below as of March 31, 2005:



|                                                                              |  |                |         |   |         |   |         |        |  |   |         |   |  |   |         |  
|----------------------------------------------------------------------------- |  | -------------- | ------- | - | ------- | - | ------- | ------ |  | - | ------- | - |  | - | ------- | -
|                                                                              |  | +50 bp         |         |   | +100 bp |   |         | -50 bp |  |   | -100 bp |  
|                                                                              |  | (In thousands) |        
|Change in fair value of:                                                      |  |                |         |   |         |   |         |        |  |   |         |   |  |   |         |  
|Securitized debt subject to portfolio-based accounting                        |  | $              | (31,845 | ) |         | $ | (63,168 | )      |  | $ | 32,385  |   |  | $ | 65,331  |  
|Derivatives related to securitized debt subject to portfolio-based accounting |  |                | 23,899  |   |         |   | 48,368  |        |  |   | (22,983 | ) |  |   | (45,105 | )
|                                                                              |  |                |         |   |         |   |         |        |  |   |         |   |  |   |         |  
|Net change                                                                    |  | $              | (7,946  | ) |         | $ | (14,800 | )      |  | $ | 9,402   |   |  | $ | 20,226  |  
|                                                                              |  |                |         |   |         |   |         |        |  |   |         |   |  |   |         |  



The simulation
analysis reflects our efforts to balance the repricing characteristics of our interest-bearing assets and liabilities.



Contractual Obligations



Our February 2005 securitization significantly increased our securitization bond financing balance from the balance at December 31, 2004. The following
table summarizes our contractual obligations for securitization bond financing, excluding future interest, at March 31, 2005, and the effect such obligations are expected to have on our liquidity and cash flows in future periods:



|                                 |  |                                 |           |                  |   |           |  |           |           |                  |   |         |  |   |        
|-------------------------------- |  | ------------------------------- | --------- | ---------------- | - | --------- |  | --------- | --------- | ---------------- | - | ------- |  | - | -------
|                                 |  | Payments Due by Calendar Period
|                                 |  | Total                           |           | Less than 1 year |   | 1-3 Years |  | 3-5 Years |           | More than5 Years
|                                 |  | (In thousands)                 
|Securitization bond financing(1) |  | $                               | 4,508,631 |                  | $ | 1,066,405 |  | $         | 2,277,706 |                  | $ | 721,875 |  | $ | 442,645

---

|(1) | Amounts represent the expected repayment requirements based on anticipated receipts of principal and interest on underlying mortgage loan collateral using historical prepayment
speeds. The securitization bond financing represents obligations of the respective trusts that issue the notes and the mortgage loans and other assets sold to these issuers are not available to satisfy claims of our creditors. The noteholders
recourse is limited to the pledged mortgage loans and other assets.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Off-Balance Sheet Financing Arrangements



As
of March 31, 2005, we did not have any off-balance sheet financing arrangements.



Critical Accounting Policies



Accounting
for Our Loan Sales



We have sold our loans in transactions
that have been accounted for in our financial statements as securitizations structured as a financing. The transactions were legally structured as sales of mortgage loans, but for accounting purposes were treated as financings under SFAS No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilitiesa replacement of FASB Statement No. 125. When we enter into a securitization structured as a financing, the loans remain on our balance sheet,
retained interests are not created for accounting purposes, and debt securities issued in the securitization replace the warehouse debt originally associated with the securitized mortgage loans. We record interest income on the mortgage loans and
interest expense on the debt securities over the life of the securitization, instead of recognizing a gain or loss upon closing of the transaction.



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Estimates



The preparation of our financial statements requires us to make estimates and assumptions. These estimates and assumptions
affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although we base our estimates and assumptions on historical experience and
on various other factors that we believe to be reasonable under the circumstances, our management exercises significant judgment in the final determination of our estimates. Actual results may differ from these estimates. The following areas require
significant judgments by management:



| |  |  | Provision for losses; and
| | - |  | -------------------------



| |  |  | Interest rate risk, derivatives and hedging strategies.
| | - |  | -------------------------------------------------------



Provisions for Losses



We provide market valuation adjustments on mortgage loans and real estate owned. These adjustments are based upon our estimate of expected losses,
calculated using loss severity and loss frequency rate assumptions, and are based upon the value that we could reasonably expect to obtain from a sale, other than in a forced or liquidation sale. An allowance for losses on mortgage loans held for
investment is recorded in an amount sufficient to maintain appropriate coverage for probable losses on such loans. The provision for losses also includes net losses on real estate owned. We periodically evaluate the estimates used in calculating
expected losses, and adjustments are reported in earnings. As these estimates are influenced by factors outside of our control and as uncertainty is inherent in these estimates, it is reasonably possible that they could change.



Our estimate of expected losses could increase if our actual loss experience
is different than originally estimated, or if economic factors change the value we could reasonably expect to obtain from a sale. In particular, if actual losses increase or if values reasonably expected to be obtained from a sale decrease, the
provision for losses would increase. Any increase in the provision for losses would adversely affect our results of operations.



Interest Rate Risk, Derivatives and Hedging



We face interest rate risk on our loans held for investment subject to portfolio-based accounting, which exists because some of these loans have fixed
interest rates for a period of two, three or five years while the rate passed through to the holders of the securitization bonds is based upon an adjustable rate. We also have interest rate risk for six month adjustable loans and when the loans
become adjustable after their two, three or five year fixed rate period. This is due to the loan rates resetting every six months, subject to various caps and floors, versus the monthly reset on the rate passed through to the investors in the
mortgage-related securities and holders of the securitization bonds. Our use of derivatives is intended to mitigate the volatility of earnings associated with changes in the cash flows of our loans held for investment subject to portfolio-based
accounting due to changes in LIBOR rates.



As part of our
interest rate management process, we use derivative financial instruments such as Eurodollar futures and options on Eurodollar futures. In connection with the securitizations structured as financings, we have entered into interest rate cap
agreements and interest rate swap agreements. We do not use derivatives to speculate on interest rates. In accordance with SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities, as amended and interpreted, derivative
financial instruments are reported on the balance sheet at fair value.



Fair Value Hedges



We designate certain
derivative financial instruments as hedge instruments under SFAS No. 133, and at trade date, these instruments and their hedging relationship are identified, designated and documented. For derivative financial instruments designated as hedge
instruments, we evaluate the effectiveness of these hedges against the hedged asset or liability, to ensure there remains a highly effective correlation in the hedge relationship. We have implemented fair value hedge accounting on our mortgage loans
held for investment, whereby certain derivatives are designated as a hedge of the fair value of mortgage loans held for investment. Changes in the fair value of such derivative instruments and changes in the fair value of the hedged assets, which
are determined to be effective, are recorded as a component of interest income in the period of change. Should the hedge prove to be perfectly effective, the current period net impact to earnings would be minimal. Accordingly, the net amount
recorded in the statement of operations relating to fair value hedge accounting is referred to as hedge ineffectiveness.



Cash Flow Hedges



During the third quarter of 2004, we began utilizing cash flow hedging and implemented the use of cash flow hedge accounting on our securitization debt
under SFAS No. 133. Pursuant to SFAS No. 133, hedge instruments have been designated as hedging the exposure to variability of cash flows from our securitization debt attributable to interest rate risk. Cash flow hedge accounting requires that the
effective portion of the gain or loss in the fair value of a derivative instrument designated as a hedge be reported in other comprehensive income, and the ineffective portion be reported in current earnings.



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For derivative financial instruments not designated as hedge instruments, unrealized changes in fair
value are recognized in the period in which the changes occur and realized gains and losses are recognized in the period when such instruments are settled.



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Risk Factors That May Affect Future Results and Accrediteds Guarantee of Our Series A Preferred
Shares



You should carefully consider the following risks,
together with other matters described in this Form 10-Q in evaluating our business and prospects. If any of the events referred to below actually occur, our business, financial condition, liquidity and results of operations could suffer. The risks
described below are not the only ones we face. Additional risks not presently known to us or that we currently deem immaterial may also impair our business operations. Certain statements in this Form 10-Q (including certain of the following risk
factors) constitute forward-looking statements. Please refer to the section entitled Forward-Looking Statements on page 4 of this Form 10-Q.



Risks Related to REITs Business



The distributions to be received by us with respect to our securitized mortgage pools are uncertain.



The timing and amount of distributions to us with respect to securitized mortgage pools is not fixed and will be determined
by the rate and timing of principal payments on the related mortgage loans (including prepayments and collections upon defaults, liquidations of the mortgage loans and payment of any prepayment charges), by the rate and timing of realized losses on
the mortgage loans and by adjustments of the interest rates of certain classes of the underlying notes and adjustments of the interest rates of the mortgage loans.



The distributions to be received by us with respect to the securitized mortgage pools are subordinated in right of payment to the
securitization noteholders and to other fees and expenses of the underlying securitization trust.



Payments on the mortgage loans in each mortgage pool will be available to make distributions to us only after payment of servicing fees, trustee fees,
administrative fees, payment of other related specified expenses and reimbursements and payment of interest due to the securitization noteholders. Consequently, the amount of excess cash flow distributable to us is extremely sensitive to losses on
the related mortgage loans (and the timing thereof), because certain amounts of realized losses with respect to a mortgage pool will be absorbed in the first instance by us, either by reduction in amounts otherwise to be received by us or by a
reduction in the amount of over-collateralization provided to the securitization noteholders by the mortgage loans in the related mortgage pool. Overcollateralization is the excess of the aggregate outstanding scheduled principal balance of the
mortgage loans in the related mortgage pool over the aggregate principal amount of the related securitization notes. Any such reduction in the amount of over-collateralization to a level below the applicable required over-collateralization amount
will be borne by us, because any amounts otherwise available for distribution to us will be distributed instead to the securitization noteholders to restore the reduced amount of over-collateralization to the applicable required
over-collateralization amount.



Certain decisions by AHL or us,
including, but not limited to, decisions regarding whether we exercise the clean-up call and whether or not certain principal and interest advances or servicing advances are non-recoverable, may also impact the availability of cash flow to us. The
clean-up call is the option to terminate the securitization trust on any payment date when the outstanding principal balance of the notes is less than or equal to a certain designated percentage of the original principal balance of the notes. In
addition, amounts otherwise to be received by us may be reduced by the right of the securitization noteholders to recover the amount of interest not paid because of the application of the applicable available funds cap rate, if any.



The available funds cap rate applicable to each of the underlying notes
subject to such a ceiling is generally calculated with reference to the weighted average of the interest rates of the mortgage loans in the related mortgage pool, net of servicing and trustee fees and mortgage or bond insurance premiums.



The rate of prepayments and defaults on the mortgage loans in a mortgage pool will
affect the timing and amount of cash flow that we will receive.



The amount of cash flow that we will receive with respect to a securitized mortgage pool will be sensitive to the rate and timing of principal payments and realized losses on the related mortgage loans in the related mortgage pool. The
amount of cash flow to us in respect of excess interest will be negatively affected by a rapid rate of principal payments and realized losses on the related mortgage loans, and the amount of distributions thereon in respect of excess interest will
decrease more significantly as a result of principal payments and realized losses on the related mortgage loans with relatively high interest rates. Excess interest occurs because more interest is required to be paid by the mortgagors than is
necessary to pay the interest due to the securitization noteholders and the expenses of the securitization trust. If an underlying securitization trust were terminated as a result of the exercise of the related clean-up call or an event of default
under the related indenture, we would not be entitled to any further payments in respect of excess interest. There can be no assurance that the holder of the clean-up call for each securitization trust will not exercise it at the earliest
opportunity.



A rapid rate of principal payments on such
mortgage loans would have the effect of accelerating payments in respect of principal collections to us, and a slow rate of payment would have the effect of decelerating these payments. Generally, we will not be entitled to receive the entire excess
cash flow with respect to a securitized mortgage pool prior to the date on which the related over-collateralization target has been achieved or if a trigger event (such as delinquencies or realized losses reaching a specified percentage) has
occurred and is continuing with respect to that mortgage pool. Realized losses on the related mortgage loans will have the effect of reducing the over-collateralization in the related mortgage pool, and therefore reduce the amount



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ultimately distributable to us, although the application of excess interest may restore a reduction in the over-collateralization amount. There can be no
assurance that excess interest will be available for this purpose.



The terms of certain mortgage loans provide for payment by the related mortgagor of a prepayment charge in limited circumstances on certain prepayments. Any prepayment charges paid in respect to the mortgage loans in a mortgage pool will be
used to make required payments by the related securitization trust, and any funds in excess thereof will be distributed to us. Generally, each prepayment charge only remains applicable with respect to the related mortgage loan for a limited period
of time. In addition, under certain instances, the payment of any otherwise applicable prepayment charge may be waived by AHL, as the underlying servicer.



The securitized mortgage loans may include mortgage loans with LTVs in excess of 80%, which may present a greater risk of loss.



A portion of the mortgage loans in each of our securitized mortgage pools
had a loan-to-value ratio (LTV) at origination in excess of 80% and is not covered by a primary mortgage insurance policy. Mortgage loans with higher LTVs may present a greater risk of loss. There can be no assurance that the LTV of any
mortgage loan determined at any time after origination is less than or equal to its original LTV.



The over-collateralization requirement of each securitization trust will affect the rate and timing of distributions to be received by us.



Each securitized mortgage pool is subject to an over-collateralization requirement. The required over-collateralization
amount for each underlying securitization trust will be determined as set forth in the related underlying indenture and sale and servicing agreement. No payments will be received by us with respect to a mortgage pool until the then-applicable
required over-collateralization amount has been reached and maintained.



The related required over-collateralization amount with respect to a securitization trust may be permitted to decrease, subject to certain conditions specified in the related indenture and sale and servicing agreement. If such conditions
have been satisfied, collections of principal that would otherwise be distributed as a payment of principal to the related securitization noteholders will instead be received by us. Conversely, if at any time certain delinquency and/or loss levels
are exceeded with respect to a mortgage pool, there will be a delay in the reduction of the related required over-collateralization amount or there may be an increase in the related required over-collateralization amount. There may be significant
periods during which no or limited distributions will be made to us in respect of our retained interests in securitized mortgage pools.



Our hedging strategies may not be successful in mitigating our risks associated with interest rates.



We use various derivative financial instruments to provide a level of protection against interest rate risks, but no hedging
strategy can protect us completely. When rates change, we expect to record a gain or loss on derivatives, which would be offset by an inverse change in the value of our securitized loans subject to portfolio based accounting, as reflected in the
Interest Rate Simulation Sensitivity Analysis in the section entitled Market Risk in ITEM 2. Managements Discussion and Analysis of Financial Condition and Results of Operations. We cannot assure you, however, that our use of
derivatives will offset the risks related to changes in interest rates. There have been periods, and it is likely that there will be periods in the future, during which we will not have offsetting gains or losses in loan values after accounting for
our derivative financial instruments. The derivative financial instruments we select may not have the effect of reducing our interest rate risk. In addition, the nature and timing of hedging transactions may influence the effectiveness of these
strategies. Poorly designed strategies, improperly executed transactions, or inaccurate assumptions could actually increase our risk and losses. In addition, hedging strategies involve transaction and other costs. We cannot assure you that our
hedging strategy and the derivatives that we use will adequately offset the risk of interest rate volatility or that our hedging transactions will not result in losses. See discussion under Market Risk under ITEM 2. Managements
Discussion and Analysis of Financial Condition and Results of Operations.



The distributions to us may be subject to basis risk in the difference between One-Month LIBOR and Six-Month LIBOR.



Certain of the underlying securitization trusts have been structured such that a group of adjustable-rate mortgage loans collateralize a class of
variable-rate notes. These notes have interest rates based upon One-Month LIBOR, while the interest rates on the related mortgage loans are based upon Six-Month LIBOR, subject to periodic adjustments and limitations on such adjustments. In a rising
interest rate environment, the interest rates on the notes may rise more quickly than the interest rates of the mortgage loans. As a consequence, cash flow resulting from excess interest on the mortgage loans, and accordingly, amounts distributable
to us may be substantially reduced. The interest payments payable on the notes may be subject to an available funds cap rate. If a rising interest rate environment, or a disproportionately high rate of prepayments (including prepayments and
collections upon defaults, liquidations) and realized losses on the mortgage loans in the related mortgage pool with relatively high interest rates, causes the interest rate on the related notes to equal the available funds cap rate applicable
thereto, then the excess interest amount is generated by the portion of each underlying securitization trust represented by the principal balance of the related notes may be used to make a compensatory payment to noteholders.



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The notes that are subject to basis risk shortfalls as described above will be entitled to recover the
amount of any such shortfalls, with interest thereon, to the extent that excess cash flow or other amounts become available to fund such recovery. Any amounts paid directly or indirectly from excess cash flow to the securitization noteholders in
respect of any such shortfalls will reduce the excess interest amounts that would otherwise be distributable to us and may reduce the amount of over-collateralization release that would otherwise be available to us and will therefore not be
available to us.



Other underlying securitization trusts have
been structured such that a group of fixed- and adjustable-rate mortgage loans collateralize a class of variable-rate notes. The cash flow distributed to us under this structure is also subject to the basis risk described above, to the extent of the
adjustable-rate mortgage loans, and the basis risk created by issuing variable-rate notes collateralized by fixed-rate mortgage loans. As market interest rates rise, the interest rate on the senior notes rises, but the interest rate on the
fixed-rate mortgage loans remains constant, thereby reducing the excess interest available for distribution to us.



The geographic concentration of the mortgaged properties securing our securitized mortgage loans may create risks of greater losses associated with adverse conditions
that may arise in areas of concentration.



Our securitized
mortgage loans have certain geographic concentrations in a number of states, which may present a greater risk of loss if conditions in those states become adverse. In these states, if the residential real estate market should experience an overall
decline in property values after the dates of origination of the mortgage loans, the rates of delinquencies, foreclosures, bankruptcies and losses on the mortgage loans may increase over historical levels of comparable type loans, and may increase
substantially. In addition, properties located in California and Florida may be more susceptible than homes located in other parts of the country to certain types of uninsured hazards, such as earthquakes, wildfires, hurricanes, floods, mudslides
and other natural disasters. As of March 31, 2005, 30% and 9% of the unpaid principal amounts of the mortgage loans in our portfolio were secured by properties located in California and Florida, respectively.



Our securitized mortgage loans are underwritten to standards that generally do not conform
to the credit criteria required by Fannie Mae and Freddie Mac, and therefore may experience higher levels of delinquencies and losses.



All of our securitized mortgage loans have been originated and underwritten by AHL. In general, AHL originates and acquires mortgage loans that do not
meet the credit criteria required by Fannie Mae and Freddie Mac. These nonconforming mortgage loans may tend to exhibit higher levels of delinquency and loss than mortgage loans, which conform to the requirements of Fannie Mae and
Freddie Mac. The interest rates and the LTVs for such mortgage loans are established at levels designed to compensate for and offset the increased delinquency, foreclosure and loss risks presented by such loans. No assurances can be given, however,
that the loans in any underlying securitization trust will not exceed expected delinquency, foreclosure and loss levels and adversely affect the amount and value of the cash flow to be received by us.



The diversification of the properties securing our interest in mortgage loans is limited,
and the liquidation of a mortgage pool after the occurrence of an event of default could greatly reduce or even eliminate the amount distributable to us.



Although our assets consists primarily of the right to receive cash flows from mortgage pools and we benefit from the diversification of risks
associated with the mortgage pools, the mortgage pools contain mortgage loans originated or acquired by AHL under AHLs underwriting standards and serviced by AHL as servicer. Accordingly, any benefits arising from the diversification of the
properties securing our interest in mortgage loans will be limited. Furthermore, there is no cross-collateralization between the underlying securitization trusts.



We may be adversely affected by litigations to which we or Accredited may become a party.



We may in the future become a defendant in lawsuits which seek to recover
substantial amounts from us. No assurances can be given that we will be able to successfully defend all or any of such lawsuits, and adverse results in one or more of such lawsuits could have a material adverse effect on us. In addition, we could be
adversely affected by litigation to which Accredited is a party.



If we fail
to maintain our status as a real estate investment trust, we will be subject to federal or state income tax on taxable income at regular corporate rates.



We were organized to qualify for taxation as a real estate investment trust under the Internal Revenue Code of 1986, as amended (the Code).
We have conducted, and intend to continue to conduct, our operations so as to qualify as a real estate investment trust. Qualification as a real estate investment trust involves the satisfaction of numerous requirements, some on an annual and some
on a quarterly basis, established under highly technical and complex provisions of the Code for which there are only limited judicial and administrative interpretations and involves the determination of various factual matters and circumstances not
entirely within our control. For instance, in order to qualify as a real estate investment trust, no more than 50% of the value of our outstanding shares of beneficial interest may be beneficially owned, directly or indirectly, by five or fewer
individuals (as defined in the Code to include certain entities) (the Ownership Test) during the last six months of our taxable year. Furthermore, each year we must distribute to our shareholders at least 90% of our taxable income (the
Annual Distribution Requirements). We cannot assure you that we will at all times satisfy these rules and tests.



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If we were to fail to qualify as a real estate investment trust in any taxable year, as a result of a
determination that we failed to meet the Ownership Test, the Annual Distribution Requirement or any other requirement, we would be subject to federal and state income tax, including any applicable alternative minimum tax, on our taxable income at
regular corporate rates. Moreover, unless entitled to relief under certain statutory provisions, we would also be disqualified from treatment as a real estate investment trust for the four taxable years following the year during which the
qualification is lost. This treatment would reduce our net earnings and cash flow available for distribution to shareholders. Additionally, distributions to shareholders would no longer be required to be made by us. Accordingly, our failure to
qualify as a real estate investment trust could have a material adverse impact on our financial results and the value of our Series A Preferred Shares.



Moreover, in order to satisfy the Ownership Test, our Declaration of Trust establishes certain ownership restrictions on our shares of beneficial
interest. For example, no individual (as described above) may beneficially own more than 9.8% of our value. Even with this restriction, depending on the concentration of ownership of Accrediteds stock and the relative value in our common and
preferred shares, it is possible that AHLs ownership of our common shares would cause us to fail to satisfy the Ownership Test. In such a situation, the Declaration of Trust would require that the number of our common shares held by AHL which
causes us to fail to satisfy the Ownership Test be transferred to a charitable trust at a price no greater than the fair market value of our common shares as of such date, and Accredited would have no future beneficial interest in such common shares
(including the right to vote or receive dividends on such common shares).



Our shareholders may be adversely affected by our ownership of residual interests in taxable mortgage pools.



We have completed securitizations of mortgage loans using a taxable mortgage pool structure and have retained the residual interest in these
securitizations. The U.S. Treasury Department has authority to issue regulations treating a portion of the income from a residual interest in a taxable mortgage pool held by a real estate investment trust as excess inclusion income as
defined in Section 860E of the Internal Revenue Code. The U.S. Treasury Department has yet to exercise that authority. Under such circumstances, it is likely that the REITs shareholders would be subject to tax on their allocable share of the
REITs excess inclusion income. If so, our shareholders generally would not be able to offset their share of excess inclusion income with any current, carryforward or carryback net operating losses. In addition, it is likely that tax exempt
entities that own shares in us would be required to treat their allocable share of excess inclusion income as unrelated business taxable income. Further, any portion of our dividends paid to foreign shareholders that is allocable to excess inclusion
income would not be eligible for exemption from the 30% withholding tax (or reduced treaty rate) on dividend income. Finally, if our shares are held or acquired by disqualified organizations as defined in Section 860E, then we would be
subject to an entity level tax on the excess inclusion amount allocated to such shareholders, at the highest rate of tax imposed on corporations. If imposed, such entity level tax would be deductible to the REIT. It is possible that we will continue
to use the taxable mortgage pool structure in our future securitizations.



The early termination of an underlying securitization trust could substantially reduce or even eliminate the amount of distributions that would otherwise be received by us.



Upon exercise of clean-up call. Each securitization trust is
structured such that, when the aggregate outstanding principal balance of the notes has declined to a level less than or equal to a specified amount (typically 10%) of the original aggregate principal balance, then a specified party has the option
to purchase the remaining mortgage loans from the trust, causing the securitization trust to call its outstanding notes and terminate the trust. The party holding this option is AHL, in the case of securitization transactions executed by AHL, and
us, in the case of transactions executed by us. There can be no assurance that the holder of the clean-up call for each securitization trust will not exercise it at the earliest opportunity.



Upon declaration of event of default. In addition, the indenture with
respect to each series of securitization notes issued by a securitization trust includes events of default which, if they occur and are not cured within the applicable cure period, entitle the related controlling party to declare an event of default
and cause the trustee to liquidate the mortgage loans.



If a
clean-up call were exercised or if a mortgage pool were liquidated as a result of and declaration of an event of default, we would only be entitled to receive that portion of the proceeds on the mortgage loans not required to make payment in full of
the principal and accrued and unpaid interest to the securitization noteholders, plus any unpaid fees and expenses of the servicer and the trustees, and any unpaid amounts owed to the note insurer. There can be no assurance that any such amount
would not be substantially less than the amount that would otherwise be distributable to us had such clean-up call or liquidation not occurred.



Risks Relating to the Terms of REITs Series A Preferred Shares



The timing and amount of contributions of additional assets to us by our parent are uncertain, and our existing assets may not generate
sufficient funds to pay the preferred dividend.



AHL, our
parent, intends to contribute pools of mortgage loans from time to time to us, which will be subject to warehouse indebtedness, in order to facilitate securitization transactions to be executed by us. AHL intends to contribute these pools of
mortgage loans as is required by the level of originations of mortgage loans by AHL, among other factors. To the extent that the market for whole loans provides execution on more favorable terms than securitization, it is possible that the
securitizations



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executed by us will consist of smaller pools and will be executed less frequently than would otherwise be the case. In addition, we intend to operate in a
manner that will not subject us to regulation under the Investment Company Act; in order to satisfy the requirements for exemptive relief from regulation under the Investment Company Act, we may be subject to restrictions on our operations,
including our ability to acquire certain types of mortgage assets. Notwithstanding AHLs intention to contribute mortgage assets to us, it is under no obligation to do so.



The Series A Preferred Shares rank subordinate to claims of our creditors and equally with any other parity shares we may issue, and the
Series A Preferred Shareholders ability to receive dividends or the liquidation preference is therefore limited.



The Series A Preferred Shares rank subordinate to all claims of our existing and future creditors. As a result, upon any distribution to our creditors in
a bankruptcy, liquidation or reorganization or similar proceeding, the holders of our indebtedness will be entitled to be paid in full in cash before any payment may be made to holders of the Series A Preferred Shares. We may incur substantial
indebtedness in the future.



In addition, with the approval of
a majority of our Board of Trustees and obtaining the approval of a majority of our independent trustees, we may issue authorized parity shares at any time in the future without your consent or approval. Accordingly, if:



| |  |  | we do not have funds legally available to pay full dividends on our Series A Preferred Shares and any other parity shares we may issue; or
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we do not have funds legally available to pay the full liquidation value of our Series A Preferred Shares and any parity shares in the event of our liquidation, dissolution or
winding up,
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



then any funds that are legally available to pay
such amounts will be paid pro rata to holders of our Series A Preferred Shares and any of our parity shares then outstanding.



The guarantee of the Series A Preferred Shares is subordinate to claims of Accrediteds creditors and effectively subordinated to the creditors of
Accrediteds subsidiaries.



Accrediteds
guarantee of the Series A Preferred Shares ranks behind all of its existing and future indebtedness. As a result, upon any distribution to Accrediteds creditors in a bankruptcy, liquidation or reorganization or similar proceeding, the holders
of indebtedness of Accredited will be entitled to be paid in full in cash before any payment may be made to holders of the Series A Preferred Shares under the guarantee.



The guarantee also will effectively rank junior to all liabilities of Accrediteds subsidiaries, including AHL.
Accredited is a holding company and its assets consist primarily of investments in its subsidiaries. Substantially all of the consolidated liabilities of Accredited have been incurred by its subsidiaries. Therefore, Accrediteds rights to
participate in the distribution of assets of any subsidiary upon the latters liquidation or reorganization will be subject to prior claims of the subsidiarys creditors, including trade creditors, except to the extent that Accredited may
itself be a creditor with recognized claims against the subsidiary (in which case the claims of Accredited would still be subject to the prior claims of any secured creditor of such subsidiary and of any holder of indebtedness of such subsidiary
that is senior to that held by Accredited).



The guarantee is
an obligation exclusively of Accredited. Accrediteds ability to make payments on the guarantee is dependent primarily upon the earnings of its subsidiaries and the distribution or other payment of such earnings to Accredited in the form of
dividends, loans or advances and repayment of loans and advances from Accredited. The subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the guarantee or to make
any funds available therefore, whether by dividends, loans or other payments. The payment of dividends, or the making of loans and advances to Accredited by its subsidiaries, may be subject to statutory or regulatory restrictions, is contingent upon
the earnings of those subsidiaries and is subject to various business considerations.



At March 31, 2005, the guarantee would have been effectively subordinated to approximately $6.9 billion of indebtedness, including warehouse and securitization indebtedness but excluding intercompany indebtedness, of
Accredited and debt obligations of its subsidiaries. Accredited and its subsidiaries may incur substantial additional indebtedness in the future.



Holders of our Series A Preferred Shares have very limited voting rights and, except in limited circumstances, will not be able to elect trustees or influence other
matters submitted to a vote of our shareholders.



Although
our Series A Preferred Shares have voting rights, these voting rights are very limited. All series of our preferred shares that provide for such voting rights will have the right to collectively in the aggregate cast 15% of the votes cast by
shareholders on all matters put to our shareholders generally for a vote. This voting right will be allocated among the preferred shares according to their liquidation preference. The holders of the common shares will have the right to cast 85% of
the votes on such matters. AHL currently holds all of our outstanding common shares of beneficial interest and, accordingly, controls enough voting power to determine the outcome of matters submitted to a vote of our shareholders, including the
election of trustees.



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Whenever dividends on any of the Series A Preferred Shares or any series of preferred shares ranking on a
parity as to the payment of dividends with the Series A Preferred Shares shall be in arrears for six or more quarterly periods (whether consecutive or not), the holders of such Series A Preferred Shares (voting separately as a class with all other
series of our preferred shares ranking on a parity with the Series A Preferred Shares as to the payment of distributions and the distribution of assets upon liquidation upon which like voting rights have been conferred and are exercisable) will be
entitled to vote for the election of a total of two additional members of our Board of Trustees. In addition, the Series A Preferred Shares will have the right to participate in the vote of all matters put to the preferred shares voting as a class,
such vote to be determined by reference to their liquidation preference.



All of our trustees and officers are also directors and/or officers of Accredited and may conduct our business in a manner that serves Accrediteds interests better than the interests of holders of the Series A
Preferred Shares.



There may be adverse effects from Accrediteds
ownership of all of our common shares.



Accredited is
involved in virtually every aspect of our existence. AHL is the sole holder of our common shares of beneficial interest and acts as servicer of the securitized mortgage loans. In addition, all of our officers and trustees are also officers and/or
directors of Accredited. As the holder of all of our outstanding common shares of beneficial interest, except in limited circumstances, AHL will have the right to elect all of our trustees, including our independent trustees.



Accredited may have interests which are not identical to ours. Consequently,
conflicts of interest may arise with respect to transactions, including without limitation, our acquisition of mortgage loans from AHL; servicing of mortgage loans; future dispositions of mortgage loans; and the provision by AHL of advisory services
to us. It is our intention and that of Accredited that any agreements and transactions between us, on the one hand, and Accredited and/or its affiliates, on the other hand, are fair to all parties and consistent with market terms, including the
servicing of mortgage loans. However, there can be no assurance that such transactions will be on terms as favorable to us as those that could have been obtained from unaffiliated third parties.



We are economically and operationally dependent on AHL.



We acquire mortgage assets and assume related funding obligations from AHL,
who also provides operating facilities, administration and servicing for us. Accordingly, we are economically and operationally dependent on AHL, and, as such, our results of operation or financial condition may not be indicative of the conditions
that would have existed if we had operated as an unaffiliated entity.



We
may fail to qualify as a real estate investment trust, which would permit us to redeem the Series A Preferred Shares under certain circumstances.



We intend to be owned, organized and operated so as to qualify as a real estate investment trust under the Internal Revenue Code. Although we believe that
we will be owned and organized and will operate in such a manner, it is not certain that we will be able to remain qualified as a real estate investment trust for federal income tax purposes. Our qualification as a real estate investment trust
depends on, among other factors, the distribution annually of at least 90% of our taxable income, determined before any deduction for dividends paid and excluding any net capital gains, the nature of our assets, the manner of our operation, our
organization, our capital structure and the ownership of our equity. Qualification as a real estate investment trust involves the application of highly technical and complex tax law provisions for which there are only limited judicial or
administrative interpretations and involves the satisfaction of various requirements not entirely within our control. No assurance can be given that new legislation, Treasury regulations, administrative interpretations or court decisions will not
significantly change the tax laws with respect to qualification as a real estate investment trust or the federal income tax consequences of such qualification in a way that would materially and adversely affect our ability to qualify as a real
estate investment trust. Any such new legislation, Treasury regulation, interpretation or decision could be the basis of a tax event that would permit us to redeem our Series A Preferred Shares, subject to certain conditions, for the amount of the
liquidation preference per share of our Series A Preferred Shares plus accrued and unpaid dividends to, but excluding, the redemption date.



Although we intend to be owned, organized and operated in a manner that allows us to qualify and remain qualified as a real estate investment trust,
future economic, market, legal, tax or other considerations may cause us to determine that it is in our best interests and the best interests of holders of our common shares of beneficial interest and preferred shares to revoke our election to be
treated as a real estate investment trust. Any such determination by us may be made without shareholder approval but, as long as any shares of the Series A Preferred Shares are outstanding, will require the prior approval of a majority of our
independent trustees (as defined in the terms of our Series A Preferred Shares).



Recent changes as well as possible future changes to federal tax laws could make stock in non-REIT corporations more attractive to investors than stock in real estate investment trusts and thereby negatively affect
the value of and market for the Series A Preferred Shares.



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We may redeem our Series A Preferred Shares upon the occurrence of a tax event or an investment company event, subject
to additional conditions.



At any time following the
occurrence of a tax event or an investment company event, even if such tax event or investment company event occurs prior to September 30, 2009 (which would otherwise be the first day on which we could redeem the Series A Preferred Shares), we will
have the right but not the obligation to redeem our Series A Preferred Shares in whole for an amount equal to the liquidation preference per share, plus accrued and unpaid dividends, if any, to, but excluding, the date of redemption, subject to
certain additional conditions. The occurrence of a tax event or an investment company event will not, however, give a shareholder any right to require us to redeem our Series A Preferred Shares. A tax event will generally occur if we receive an
opinion of counsel to the effect that, as a result of a judicial decision or official administrative pronouncement, ruling or regulatory procedure or as a result of changes in the tax laws, regulations or related official interpretations, there is a
more than insubstantial risk that dividends with respect to our shares of beneficial interest will not be fully deductible by us or we will be subject to more than a de minimus amount of additional taxes or governmental charges. An investment
company event generally will occur if we receive an opinion of counsel to the effect that there is more than an insubstantial risk that we are or will be considered an investment company within the meaning of the Investment Company Act
as a result of any judicial decision, any pronouncement or interpretation, the adoption or amendment of any law, rule or regulation, any notice or announcement by any U.S. legislative body, court, governmental agency or regulatory authority, in each
case after the initial issuance of Series A Preferred Shares.



The ownership
limitations and restrictions on transfer relating to the Series A Preferred Shares could have adverse consequences to us.



In order to facilitate our compliance with the requirements to qualify as a real estate investment trust under the Internal Revenue Code, our Declaration
of Trust contains certain ownership limitations and transfer restrictions relating to our Series A Preferred Shares. The Declaration of Trust provides that no person may own, or be deemed to own by virtue of the attribution provisions of the
Internal Revenue Code, more than 9.8% (the Aggregate Share Ownership Limit) of the value of our outstanding common and preferred shares of beneficial interest. In addition, the Declaration of Trust further prohibits (a) any person from
beneficially or constructively owning shares of beneficial interest of us that would result in us being closely held under Section 856(h) of the Internal Revenue Code or otherwise cause us to fail to qualify as a real estate investment
trust and (b) any person from transferring our shares of beneficial interest if such transfer would result in our shares of beneficial interest being owned by fewer than 100 persons. Any person who acquires or attempts or intends to acquire
beneficial or constructive ownership of our shares of beneficial interest that will or may violate any of the foregoing restrictions on transferability and ownership is required to give notice immediately to us and provide us with such other
information as we may request in order to determine the effect of such transfer on our status as a real estate investment trust. The Aggregate Share Ownership Limit does not apply to the common shares owned, directly or indirectly, by AHL.



If any transfer of our shares of beneficial interest or any
other event occurs which, if effective, would result in any person beneficially or constructively owning our shares of beneficial interest in excess or in violation of the above transfer or ownership limitations (a Prohibited Owner),
that number of our shares of beneficial interest, the beneficial or constructive ownership of which otherwise would cause such person to violate such limitations (rounded to the nearest whole share) will be transferred to a charitable trust and in
such event the Prohibited Owner will not be entitled to benefit economically from such shares, will not be entitled to rights to dividends in respect of such shares and will not possess any rights to vote or other rights attributable to such shares.



Whether or not a holder of Series A Preferred Shares is or
becomes a Prohibited Owner will depend both on the number of shares owned by such holder and the relative values of our common and preferred shares. Fluctuations in the relative value of our common shares, the Series A Preferred Shares and any other
preferred shares then outstanding could cause a holder of Series A Preferred Shares to inadvertently become a Prohibited Owner, which could have negative economic and other consequences to such holder. Our common shares are not publicly traded and
establishing their value may be difficult. If it were determined by the Internal Revenue Service, and subsequently upheld by a court or other administrative body that our valuation was unreasonable, and because of the valuation error we were to
become closely held, we would cease to qualify as a real estate investment trust under the Internal Revenue Code and would be subject to corporate level tax.



|ITEM 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------



See discussion under Market Risk in ITEM 2. Managements Discussion and Analysis of Financial Condition and
Results of Operations.



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|ITEM 4. | Controls and Procedures
|------- | -----------------------



Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures



(a) Evaluation of Disclosure Controls and Procedures. The REIT maintains controls and procedures designed to ensure that it
is able to collect the information it is required to disclose in the reports it files with the SEC, and to process, summarize and disclose this information within the time periods specified in the rules of the SEC. Based on an evaluation of the
REITs disclosure controls and procedures as of the end of the period covered by this report conducted by the REITs management, the Chief Executive and Chief Financial Officers believe that these controls and procedures are effective to
ensure that the REIT is able to collect, process and disclose the information it is required to disclose in the reports it files with the SEC within the required time periods.



(b) Changes in Internal Controls. There were no changes in our internal control over financial reporting that occurred
during our last fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART II



|ITEM 1. | Legal Proceedings
|------- | -----------------



We are not currently the subject of any litigation. We are not currently involved in nor, to our knowledge, currently threatened with any material
litigation with respect to the assets included in our portfolio.



Legal proceedings to which Accredited is a party are described in its quarterly report on Form 10-Q for the period ended March 31, 2005.



|ITEM 2. | Unregistered Sales of Equity Securities and Use of Proceeds
|------- | -----------------------------------------------------------



None.



|ITEM 3. | Defaults Upon Senior Securities
|------- | -------------------------------



None.



|ITEM 4. | Submission of Matters to a Vote of Security Holders
|------- | ---------------------------------------------------



No matters were submitted to a vote of security holders during the quarter ended March 31, 2005.



|ITEM 5. | Other Information
|------- | -----------------



None.



|ITEM 6. | Exhibits
|------- | --------



For a list of exhibits filed with this Quarterly Report on Form 10-Q, refer to the Exhibit Index beginning on page 33.



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SIGNATURES



Pursuant to the
requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



Dated: May 9, 2005



ACCREDITED MORTGAGE LOAN REIT TRUST.BY:

/S/    JAMES A.
KONRATHJames A. KonrathChairman of the Board and Chief Executive Officer(Principal Executive Officer)BY:

/S/    JOHN S.
BUCHANANJohn S. BuchananChief Financial Officer(Principal Financial and Accounting Officer)




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EXHIBIT INDEX



|     |     |  |                                                                                                                            
|---- | --- |  | ---------------------------------------------------------------------------------------------------------------------------
|3.1  | (1) |  | Declaration of Trust of the Registrant.                                                                                    
|     |    
|3.2  | (2) |  | Articles Supplementary to Declaration of Trust of Accredited Mortgage Loan REIT Trust dated August 11, 2004.               
|     |    
|3.3  | (3) |  | Articles Supplementary to Declaration of Trust of Accredited Mortgage Loan REIT Trust dated October 4, 2004.               
|     |    
|3.4  | (1) |  | Amended and Restated Bylaws of the Registrant.                                                                             
|     |    
|4.1  | (2) |  | Specimen certificate for Accredited Mortgage Loan REIT Trusts preferred shares of beneficial interest.                    
|     |    
|4.2  |     |  | See exhibit 3.2 above.                                                                                                     
|     |    
|4.3  |     |  | See exhibit 3.3 above.                                                                                                     
|     |    
|4.4  | (2) |  | Guarantee Agreement of Accredited Home Lenders Holding Co., dated as of August 12, 2004.                                   
|     |    
|4.5  | (3) |  | Guarantee Agreement of Accredited Home Lenders Holding Co., dated as of October 6, 2004.                                   
|     |    
|31.1 |     |  | Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                        
|     |    
|31.2 |     |  | Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                        
|     |    
|32.1 | (4) |  | Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
|     |    
|32.2 | (4) |  | Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)

---

|(1) | Filed with amendment number 2 to Registration Statement on Form S-3 (File No. 333-117484-01) dated August 5, 2004.
|--- | ------------------------------------------------------------------------------------------------------------------



|(2) | Filed with Current Report on Form 8-K (File No. 000-50179) dated August 9, 2004.
|--- | --------------------------------------------------------------------------------



|(3) | Filed with Current Report on Form 8-K (File No. 001-32275) dated October 1, 2004.
|--- | ---------------------------------------------------------------------------------



|(4) | The information contained in these certifications is furnished to the Securities and Exchange Commission pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and shall not be
incorporated by reference into any filing with the Securities and Exchange Commission made by the Company whether before or after the date hereof, regardless of any general incorporation language in such filing.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------