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

                                   FORM 10-K/A

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

FOR THE FISCAL YEAR ENDED:  DECEMBER 31, 1999

                                       OR

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

FOR THE TRANSITION PERIOD FROM __________ TO _________.

COMMISSION FILE NUMBER:  333-70189-1

AMERICAN RESIDENTIAL EAGLE, INC. (AS DEPOSITOR OF AMERICAN RESIDENTIAL EAGLE
BOND TRUST 1999-2, ISSUER OF COLLATERALIZED HOME EQUITY BONDS, SERIES 1999-2,
UNDER A DEPOSIT TRUST AGREEMENT DATED JULY 1, 1999)

                         AMERICAN RESIDENTIAL EAGLE INC.
             (Exact Name of registrant as specified in its charter)

       DELAWARE                                     33-0787975
(State or other jurisdiction of         (I.R.S. employer identification no.)
 incorporation or organization)

   445 MARINE VIEW AVENUE, SUITE 230,                 902014
          DEL MAR, CALIFORNIA                       (Zip code)
(Address of principal executive offices)

                                 (858) 350-5001
              (Registrant's telephone number, including area code)

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

           NONE                                        NONE
      (Title of class)                            (Title of class)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

State the aggregate market value of the voting stock held by non-affiliates of
Registrant. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of specified date within 60 days prior to the date of filing:

                                 NOT APPLICABLE

                      Documents incorporated by reference:

                                 NOT APPLICABLE


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                         AMERICAN RESIDENTIAL EAGLE INC.
                 COLLATERALIZED HOME EQUITY BONDS, SERIES 1999-2

                                      INDEX
<TABLE>
<CAPTION>
                                                                           Page
                                                                           ----
<S>      <C>                                                               <C>
PART I   .................................................................... 1
         ITEM 1     -   BUSINESS............................................. 1
         ITEM 2     -   PROPERTIES........................................... 1
         ITEM 3     -   LEGAL PROCEEDINGS.................................... 1
         ITEM 4     -   SUBMISSION OF MATTERS TO A VOTE OF
                        SECURITY HOLDERS..................................... 1

PART II  .................................................................... 1
         ITEM 5     -   MARKET FOR REGISTRANT'S COMMON STOCK AND
                        RELATED STOCKHOLDER MATTERS.......................... 1
         ITEM 6     -   SELECTED FINANCIAL DATA.............................. 1
         ITEM 7     -   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                        FINANCIAL CONDITION AND RESULTS OF OPERATIONS........ 1
         ITEM 8     -   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.......... 1
         ITEM 9     -   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
                        ON ACCOUNTING AND FINANCIAL DISCLOSURE............... 1

PART III .................................................................... 2
         ITEM 10    -   DIRECTORS AND EXECUTIVE OFFICERS OF
                        THE REGISTRANT....................................... 2
         ITEM 11    -   EXECUTIVE COMPENSATION............................... 2
         ITEM 12    -   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                        OWNERS AND MANAGEMENT................................ 2
         ITEM 13    -   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....... 2

PART IV  .................................................................... 2
         ITEM 14    -   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND
                        REPORTS ON FORM 8-K.................................. 2

SIGNATURES .................................................................. 3
INDEX TO EXHIBITS ............................................................4
</TABLE>

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                                     PART I

ITEM 1     -   BUSINESS

               Not Applicable.

ITEM 2     -   PROPERTIES

     American Residential Eagle Inc. (the "Depositor") will furnish information
regarding the Mortgaged Properties by reference to the Annual Compliance
Certificates to be filed herein under Item 14.

ITEM 3     -   LEGAL PROCEEDINGS

     The Depositor is not aware of any material pending legal proceedings
involving either the Collateralized Home Equity Bonds, Series 1999-2, the
American Residential Eagle Bond Trust 1999-2 (the "Trust"); the Master Servicing
Agreement; the Deposit Trust agreement; the Master Servicer; the Trustee; the
Depositor; or the Servicer which relates to the Trust.

ITEM 4     -   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     No matter has been submitted to a vote of the holders of beneficial
interests in the Trust through the solicitation of proxies or otherwise.

                                     PART II

ITEM 5     -   MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED
               STOCKHOLDER MATTERS

     To the best knowledge of the Depositor, there is no established public
trading market for the Bonds.

     All of the Class A-1 Bonds and Class A-2 Bonds issued by the Trust are held
by the Depository Trust Company ("DTC") which in turn maintains records of
holders of beneficial interests in such Bonds. Based on information obtained by
the Trust from DTC, as of December 31, 1999, there were nine holders of Class
A-1 Bonds and two holders of Class A-2 Bonds.

ITEM 6     -   SELECTED FINANCIAL DATA

               Not Applicable.

ITEM 7     -   MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
               RESULTS OF OPERATIONS

               Not Applicable.

ITEM 8     -   FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION

               Not Applicable.

ITEM 9     -   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
               FINANCIAL DISCLOSURE

     There were no changes of accountants or disagreements on accounting or
financial disclosures between the Depositor and its accountants.

                                       1
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                                    PART III

ITEM 10    -   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

               Not Applicable.

ITEM 11    -   EXECUTIVE COMPENSATION

               Not Applicable.

ITEM 12    -   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The Depositor is a wholly-owned subsidiary of American Residential
Investment Trust, a Maryland corporation. The Trust is a Delaware statutory
business trust wholly-owned by the Depositor.

ITEM 13    -   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

               None.

                                     PART IV

ITEM 14    -   EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

     (a) The following documents are filed as part of this report:

             1. Financial Statements:

                Not applicable.

             2. Financial Statement Schedules:

                Not applicable.

             3. Exhibits:

<TABLE>
<CAPTION>
                Exhibit No.               Description
                -----------               ------------
<S>                                       <C>
                99.1                      Statement of Compliance of the Master
                                          Servicer  pursuant to Section 3(h)
                                          of the Master Servicing Agreement.

                99.2                      Annual Reports of Independent
                                          Accountants of Servicer with respect
                                          to Servicer's overall servicing
                                          operations pursuant to Section 4.26 of
                                          the Master  Mortgage Loan Sale and
                                          Purchase Agreement between American
                                          Residential Investment Trust and
                                          Option One Mortgage Corporation.

                99.3                      Annual Report of Independent
                                          Accountants of Servicer with respect
                                          to Servicer's overall servicing
                                          operations pursuant to Section 5.05 of
                                          the Mortgage Loan Purchase and
                                          Servicing Agreement between American
                                          Residential Investment Trust and
                                          Countrywide Home Loans, Inc.
</TABLE>

                                       2
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                                   SIGNATURES

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

                                   By:      AMERICAN RESIDENTIAL EAGLE INC.,
                                            As Depositor

                                            By:    /s/ Judith A. Berry
                                            ---------------------------------
                                            Name:  Judith A. Berry
                                            Title: Executive Vice President,
                                                   Chief Financial Officer

Date:      October 25, 2000.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following persons on behalf of the Depositor
and in the capacities and on the dates indicated:

<TABLE>
<CAPTION>
                Signature                            Position                                            Date
                ---------                            --------                                            ----
<S>                                           <C>                                                        <C>

/s/ John R. Robbins                           Chief Executive Officer and                                October 25, 2000
-------------------------------------------   Chairman of the Board of Directors
John R. Robbins                               (Principal Executive Officer)

/s/ Jay M. Fuller                             President, Chief Operating Officer                         October 25, 2000
-------------------------------------------   and Director
Jay M. Fuller

/s/ Judith A. Berry                           Executive Vice President, Chief                            October 25, 2000
-------------------------------------------   Financial Officer and Director
Judith A. Berry                               (Principal Financial and
                                              Accounting Officer)
</TABLE>


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                                INDEX TO EXHIBITS
                                   Item 14(C)

Exhibit No.           Description
-----------           -----------

99.1       Statement of Compliance of the Master Servicer pursuant to
           Section 3(h) of the Master Servicing Agreement.

99.2       Annual Reports of Independent Accountants of Servicer with respect to
           Servicer's overall servicing operations pursuant to Section 4.26 of
           the Master Mortgage Loan Sale and Purchase Agreement between American
           Residential Investment Trust and Option One Mortgage Corporation.

99.3       Annual Report of Independent Accountants of Servicer with respect to
           Servicer's overall servicing operations pursuant to Section 5.05 of
           the Mortgage Loan Purchase and Servicing Agreement between American
           Residential Investment Trust and Countrywide Home Loans, Inc.



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