<PAGE>

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

                                   FORM 10-K/A
                                AMENDMENT NO. 3

      (Mark One)
      [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934 For the fiscal year ended March 31, 1999
                        OR
      [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934
      For the transition period from ___________ to ___________

                                     1-14074
                            ------------------------
                            (Commission File Number)

                           ContiFinancial Corporation
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

             Delaware                                    13-3852588
 -------------------------------            ------------------------------------
 (State of other jurisdiction of            (I.R.S. Employer Identification No.)
  incorporation or organization)

277 Park Avenue
New York, New York                                                   10172
--------------------------------------------------------------------------------
(Address of principal executive offices)                          (Zip Code)

       Registrant's telephone number, including area code: (212) 207-2800

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

        Common Stock                           New York Stock Exchange
    ---------------------           -------------------------------------------
    (Title of each Class)           (Name of each exchange on which registered)

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

                                      None
--------------------------------------------------------------------------------
                                (Title of Class)

      Indicate by check mark whether 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. [ ]

As of June 30, 1999 the aggregate market value of the voting stock held by
non-affiliates of the registrant was $33,159,561.

The Company had 46,747,370 shares of common stock outstanding as of June 30,
1999.

DOCUMENTS INCORPORATED BY REFERENCE:

The information required by Part III, Items 10,11,12 and 13, is incorporated by
reference to ContiFinancial Corporation's proxy statement which will be filed
with the Securities and Exchange Commission not more than 120 days after March
31, 1999.

The undersigned registrant hereby files this Amendment No. 3 to its Form 10-K
to file Financial Statement Schedule II -- Valuation and Qualifying Accounts
and to file the related Report of Independent Public Accountants.


<PAGE>

                                    Part IV:

Item 14(a)(2) Financial Statement Schedule:

                 Report of Independent Public Accountants*
                 Schedule II -- Valuation and Qualifying Accounts*


--------
*filed herewith
<PAGE>

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors
And Stockholders of
ContiFinancial Corporation:

         We have audited in accordance with generally accepted auditing
standards, the consolidated financial statements included in ContiFinancial
Corporation (a Delaware corporation) and its subsidiaries' Form 10K, and have
issued our report thereon dated July 14, 1999. Our report on the consolidated
financial statements includes a qualification paragraph noting that, as
discussed in Note 1 to the consolidated financial statements, the Company
incurred a significant operating loss in fiscal 1999 and suffered a critical
loss of liquidity that raises substantial doubt about its ability to continue as
a going concern. Our audit was made for the purpose of forming an opinion on
those statements taken as a whole. The schedule listed in the index above is the
responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the consolidated financial statements. This schedule has been subjected to the
auditing procedures applied in the audit of the consolidated financial
statements and, in our opinion, fairly states in all material respects the
financial data required to be set forth therein in relation to the consolidated
financial statements taken as a whole.



                                                 /s/ ARTHUR ANDERSEN LLP
                                                 -------------------------------



New York, New York
July 14, 1999




<PAGE>
Schedule II.

ContiFinancial Corporation
Schedule II - Valuation and Qualifying Accounts
Years Ended March 31, 1999, 1998 and 1997
<TABLE>
<CAPTION>
                                                                               Additions               Deductions:
                                             Balance at      ---------------------------------------    Reversals         Balance
                                             Beginning       Acquired from     Charged to                  and            at End
Description                                   of Year         Acquisitions      Expenses       Other   Charge-offs        of Year
<S>                                            <C>            <C>                <C>           <C>       <C>              <C>
Year Ended March 31, 1999:

Allowance for loan losses                      2,685                --           6,215(a)         --      (1,536)          7,364

Reserves against:
     Other receivables                            --                --          21,304(b)        192      (3,652)         17,844
     Due from affiliates                          --                --          70,617(b)         --     (19,592)         51,025

Accrued severance                                 --                --           6,892(b)         --      (2,946)          3,946

Accrued exit costs (other than severance)         --                --           5,764(b)         --      (3,250)          2,514

Accrual for other restructing costs               --                --           4,927(b)         --      (2,063)          2,864

Year Ended March 31, 1998:

Allowance for loan losses                      3,747               654           5,668(a)         --      (7,384)          2,685


Year Ended March 31, 1997:

Allowance for loan losses                      1,824             1,547           3,043(a)         --      (2,667)          3,747



(a) Reflected as Provision for loan losses on the Consolidated Statements of
    Income

(b) Reflected as Other charges on the Consolidated Statements of Income:
    Total of (b) above                                                         109,504
    Amount reflected as Other Charges on the Consolidated Statements of
     Income relating to impairment of Equity investments in unconsolidated
     subsidiaries                                                               38,117
                                                                               -------
    Other Charges as reflected on the Consolidated Statements of Income        147,621
                                                                               =======
</TABLE>
<PAGE>

                                   SIGNATURES

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

                           CONTIFINANCIAL CORPORATION


                           By:  /s/ Alan H. Fishman
                                -----------------------------------------------
                                Alan H. Fishman
                                President, Chief Executive Officer and Director
                                Date: July 30, 1999

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

<TABLE>
<CAPTION>
     Signature                                           Title                                             Date
     ---------                                           -----                                             ----
<S>                                        <C>                                                         <C>
/s/ Alan H. Fishman                           President, Chief Executive Officer                       July 30, 1999
---------------------------                   and Director (Principal Executive
Alan H. Fishman                               Officer)


/s/ Frank W. Baier                         Senior Vice President and Chief                             July 30, 1999
---------------------------                   Financial Officer (Principal
Frank W. Baier                                Financial Officer)


/s/ Daniel J. Egan                         Senior Vice President and Principal                         July 30, 1999
---------------------------                   Accounting Officer
Daniel J. Egan


           *                               Director and Chairman of the Board                          July 30, 1999
---------------------------
Mark R. Baker


           *                               Director                                                    July 30, 1999
---------------------------
Paul J. Fribourg


           *                               Director                                                    July 30, 1999
---------------------------
John W. Spiegel


           *                               Director                                                    July 30, 1999
---------------------------
Donald L. Staheli


           *                               Director                                                    July 30, 1999
---------------------------
John P. Tierney


           *                               Director                                                    July 30, 1999
---------------------------
Lawrence G. Weppler


           *                               Director                                                    July 30, 1999
---------------------------
Michael J. Zimmerman


*By: /s/ Alan Langus
    -----------------------
    Alan Langus
    Attorney-In-Fact
</TABLE>