SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K/A

                                   (MARK ONE)

       [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000.

[_] 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 000-27081

                      AMERICAN HOME MORTGAGE HOLDINGS, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

            Delaware                                   13-4066303
(State or Other Jurisdiction of            (I.R.S. Employer Identification No.)
 Incorporation or Organization)

                    520 BROADHOLLOW ROAD, MELVILLE, NY 11747
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)

                                 (516) 949-3900
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

         SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

         TITLE OF EACH CLASS                         NAME OF EACH EXCHANGE

    Common Stock, $0.01 par value                    NASDAQ National Market


        SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE

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

            Indicate by a 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. [_]

            The aggregate market value of the voting stock held by
non-affiliates of the registrant based upon the closing sale price of its Common
Stock on March 23, 2001, on the NASDAQ National Market was $17,496,500.

            As of March 23, 2001, there were 9,002,251 shares of Common Stock
outstanding.
<PAGE>


                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----


                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.................3

ITEM 11.   EXECUTIVE COMPENSATION.............................................5

ITEM 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT....12

ITEM 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS....................13

SIGNATURES...................................................................14

<PAGE>

                                    PART III


   Items 10, 11, 12 and 13 to the Annual Report on Form 10-K of American Home
Mortgage Holdings, Inc. (the "Company") for the year ended December 31, 2000, as
filed with the Securities and Exchange Commission on March 30, 2001, are hereby
amended and restated in their entirety as follows.

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

INFORMATION REGARDING DIRECTORS AND OFFICERS

   The table below sets forth the names and ages of the directors, including the
nominees for election at the Company's 2001 Annual Meeting of Stockholders, the
executive officers and the key employees of the Company, as well as the
positions and offices held by such persons. A summary of the background and
experience of each of these individuals is set forth after the table.

           NAME             AGE          POSITION WITH THE COMPANY
-------------------------- ----- ----------------------------------------------
DIRECTORS WHOSE TERMS
EXPIRE IN 2001:

  John A. Johnston          47   Director
  Leonard Schoen, Jr.       36   Director and Executive Vice President

DIRECTORS WHOSE TERMS
EXPIRE IN 2002:

  Michael Strauss           42   Chairman of the Board, President and
                                 Chief Executive Officer
  Joseph P. Bryant          53   Director

DIRECTORS WHOSE TERMS
EXPIRE IN 2003

  C. Cathleen Raffaeli      44   Director
  Kenneth Slosser           37   Director

EXECUTIVE OFFICERS AND
OTHER KEY EMPLOYEES WHO
ARE NOT DIRECTORS:

  Robert E. Burke           34   Chief Financial Officer
  Mitchell Eininger         44   Senior Vice President, Business Development
  James P. O'Reilly         47   Senior Vice President, Secondary Marketing
  Richard D. Silver         56   Senior Vice President, Controller
  Dena Kwaschyn             40   Senior Vice President, Operations
  Donald Henig              42   Senior Vice President, New Sales Channels

   JOSEPH P. BRYANT. Mr. Bryant has served on the Company's Board of Directors
since October 1999. Mr. Bryant has been the Managing Director of eOriginal,
Inc., an electronic document services company, since March 2000. He has also
been the chairman and chief executive officer of The Bison Financial Group,
Inc., a company involved in buying, selling and financing distressed commercial
real estate, since June 1999. From March 1998 to June 1999, he was chief
executive officer and president of Roslyn National Mortgage Corp., a New
York-based multi-state mortgage company. From September 1997 to March 1998, he
was senior vice president of Home Federal Savings Bank. From November 1993 to
September 1997, Mr. Bryant served as executive vice president and chief mortgage
officer of Long Island Savings Bank.

   ROBERT E. BURKE. Mr. Burke served as Chief Financial Officer of the Company
from April 1997 to April 1999 and has resumed that position as of March 2000.
Mr. Burke served on the Company's Board of Directors from October 1999 until
March 2000 and served as Senior Vice President, Treasurer from May 1999 until
March 2000. He was a partner with Burke &

                                       3
<PAGE>

Company, an independent accounting firm, from 1995 to 1997, and a Senior Manager
at Goldstein Golub Kessler & Company, P.C., another independent accounting firm,
from 1990 to 1995. Mr. Burke is a Certified Public Accountant.

   MITCHELL EININGER. Mr. Eininger joined the Company in November 1996 as Senior
Vice President, Business Development. From March 1993 to November 1996, he was
an Assistant Vice President of Norwest Mortgage, where he was responsible for
opening mortgage banking facilities in the New York City area. From 1990 to
1993, Mr. Eininger was the branch manager of the Bardonia, New York, office of
Sears Mortgage Company, responsible for origination, staffing, employee and
customer relation matters.

   DONALD HENIG. Mr. Henig joined the Company on February 5, 2001 as Senior Vice
President, New Sales Channels. From 1985 until 1995, Mr. Henig served as
President of Island Mortgage Network, Inc., a company which he founded. In 1995,
Mr. Henig founded Mortgage Tech Group, LTD., a multistate mortgage origination
franchise, and he served as President of that company until 1997. Between 1997
and 1999, Mr. Henig served as Senior Vice President, National Sales and Director
of Lender Relations at MtgPro, Inc., and from October 1999 until February 2000,
Mr. Henig was Managing Director - National Account Sales and Eastern Region
Manager of Ultraprise.com, an online secondary market exchange. From February
2000 until February 2001, Mr. Henig served as Senior Vice President at
LoanTrader.com, where he was responsible for business development and corporate
relations.

   JOHN A. JOHNSTON. Mr. Johnston has been a director of the Company since March
10, 2000. Prior to that, he served as Chief Executive Officer of Marina Mortgage
Company, Inc. since 1991. Marina Mortgage Company was acquired by the Company on
December 29, 1999, and Mr. Johnston has continued to serve as Chief Executive
Officer of Marina Mortgage, now a wholly-owned subsidiary of the Company, since
such date.

   DENA KWASCHYN. Ms. Kwaschyn joined the Company on February 26, 2001, as
Senior Vice President, Operations. From February 1986 until September 1998, Ms.
Kwaschyn worked at Long Island Savings Bank, serving as Director of Operations
of the Mortgage Division from February 1986 through September 1997 and Executive
Vice President, Director of Mortgage Lending, from September 1997 until
September of 1998. Until March 2000, Ms. Kwaschyn was a self-employed consultant
to various mortgage banking firms. From April 2000 to February 2001, Ms.
Kwaschyn served as Director of Operations for L'Argent Mortgage Bankers.

   JAMES P. O'REILLY. Mr. O'Reilly joined the Company in March 1998 as Senior
Vice President, Secondary Marketing. He was Senior Vice President at Gateway
Funding, a Pennsylvania mortgage banker, from 1996 to March 1998, President of
Secondary Marketing Services, a consulting firm specializing in interest rate
risk management, from 1995 to 1996 and Senior Vice President at First Keystone
Mortgage, a Pennsylvania mortgage banker, from 1993 to 1995. Mr. O'Reilly also
is a Certified Public Accountant and, prior to 1993, was a Senior Bank Examiner
for the Federal Home Loan Bank Board, where he was responsible for the
supervisory examinations of thrift institutions.

   C. CATHLEEN RAFFAELI. Ms. Raffaeli has served on the Company's Board of
Directors since October 1999. Since December 1998, Ms. Raffaeli has been the
president and chief operating officer of Consumer Financial Network, an
e-commerce company, majority owned by IXL Enterprises, a Nasdaq National
Market-listed Internet services company. Prior to joining Consumer Financial
Network, Ms. Raffaeli was the executive director of the commercial credit card
division of Citicorp from 1994. From 1992 to 1994, Ms. Raffaeli served as senior
vice president of Chemical Bank, where she was responsible for its New York
retail mortgage and national telemarketing business.

   LEONARD SCHOEN, JR. Mr. Schoen has been with the Company since 1988. He has
served on the Company's Board of Directors since October 1999 and was the Senior
Vice President, Operations, overseeing all processing and underwriting
functions, from 1995 until February 26, 2001, when Mr. Schoen was named
Executive Vice President of the Company.

   RICHARD D. SILVER. Mr. Silver joined the Company on February 8, 2000 as
Senior Vice President, Controller. Prior to joining the Company, he was Chief
Financial Officer of Marina Mortgage Company, Inc., which was acquired by the
Company on December 29, 1999, since 1998. Prior to that, Mr. Silver served as
Senior Vice President and Controller of Downey Financial Corp., a
federally-chartered savings association, in Newport Beach, California, where he
was responsible for managing the accounting department.

   KENNETH P. SLOSSER. Mr. Slosser was appointed to the Company's Board of
Directors on March 10, 2000 to fill the vacancy created by Robert E. Burke's
resignation from the Board of Directors. Since December 1996, Mr. Slosser has
been the

                                       4
<PAGE>

Managing Director of the Investment Banking and Corporate Finance Department of
the investment bank Friedman, Billings, Ramsey & Co., Inc. From June 1986
through November 1996, he served as Assistant Director of Oversight and
Examination for the Office of Thrift Supervision, a savings institution in the
western United States. Until May 2000, Mr. Slosser served as a director of East
West Bancorp, Inc., a company traded on the Nasdaq National Market, and its
wholly-owned subsidiary, East West Bank.

   MICHAEL STRAUSS. Mr. Strauss founded the Company in 1988 and currently serves
as the Chairman of its Board of Directors and its President and Chief Executive
Officer. He is responsible for the Company's strategic direction as well as
overseeing its day-to-day operations. Mr. Strauss is First Vice President and
Director of the Empire State Mortgage Bankers Association and a member of a
number of mortgage advisory councils.


COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934

   Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors, executive officers and 10% stockholders to file reports of ownership
and reports of changes in ownership of the Company's Common Stock and other
equity securities with the SEC and the Nasdaq National Market. Directors,
executive officers and 10% stockholders are required to furnish the Company with
copies of all Section 16(a) forms they file. Based on a review of the copies of
such reports furnished to it, the Company believes that during 2000, the
Company's directors, executive officers and 10% stockholders complied with all
Section 16(a) filing requirements applicable to them, except that Mr. Slosser
was late in filing a Form 3 to reflect his becoming a director of the Company
and filed a Form 5 in April 2001 to comply with reporting requirements.


ITEM 11.    EXECUTIVE COMPENSATION

   The following table sets forth certain summary information concerning
compensation paid or accrued by the Company, to or on behalf of the Chief
Executive Officer and to each of the Company's four most highly compensated
executive officers other than the Chief Executive Officer during the year ended
December 31, 2000.

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                               LONG TERM
                                                                              COMPENSATION
                                                   ANNUAL COMPENSATION           AWARDS
                                               ---------------------------    ------------
                                                                               SECURITIES       ALL OTHER
                                                                               UNDERLYING        COMPEN-
NAME AND PRINCIPAL POSITION          YEAR      SALARY ($)     BONUS ($)       OPTIONS/SARS     SATION (1)
---------------------------          ----      ----------     ---------       ------------     ----------
<S>                                  <C>       <C>            <C>             <C>              <C>
Michael Strauss                      2000      350,000             ---             ---             ---
Chief Executive Officer              1999      148,765             ---             ---             ---
and President (2)                    1998      131,847             ---             ---             ---

Leonard Schoen, Jr.                  2000      260,000             ---               ---        21,758
Executive Vice President             1999      249,449             ---            33,334         5,076
                                     1998      219,711             ---               ---        13,931

Scott Messina                        2000      229,500             ---               ---         4,523
Senior Vice President, Internet      1999      115,384             ---            10,000        25,791
Operations (3)                       1998       63,654 (4)         ---               ---           ---

James P. O'Reilly                    2000      209,230          86,674               ---           ---
Senior Vice President, Secondary     1999      142,308          43,687            25,000           ---
Marketing                            1998      100,019             ---               ---           ---

Robert E. Burke                      2000      180,000             ---               ---        13,974
Chief Financial Officer (5)          1999      173,145          20,000            25,000           ---
                                     1998      156,154             ---               ---         9,010
</TABLE>

------------

                                       5
<PAGE>


(1) Represents commissions earned for loan applicants referred to the Company
    who subsequently closed a transaction.

(2) In addition, prior to the Company's initial public offering, American Home
    Mortgage Corp. ("AHMC"), the Company's predecessor and current subsidiary,
    elected to be treated for income tax purposes as an S corporation. In
    connection with the initial public offering, AHMC distributed to Mr.
    Strauss, its sole stockholder, a promissory note in the amount of $7.8
    million, bearing interest at the rate payable on the Company's principal
    credit facility, in respect of AHMC's previous S corporation earnings. In
    connection with this distribution, the Company agreed to indemnify Mr.
    Strauss, on an after-tax basis, from all liability for the Company's taxes
    and those of AHMC with respect to the period after the initial public
    offering.

(3) Mr. Messina served as Senior Vice President, Internet Operations, of the
    Company from September 29, 1998 until April 3, 2001. Mr. Messina's options
    expired upon the termination of his employment with the Company and are no
    longer exercisable.

(4) This amount includes Mr. Messina's salary from September 29, 1998 to
    December 31, 1998 and includes any commissions he received during that
    period.

(5) Mr. Burke served as Chief Financial Officer of the Company from April 1997
    through April 1999, and resumed that position as of March 2000. From May
    1999 until March 2000, Mr. Burke served as Senior Vice President, Treasurer,
    of the Company.

STOCK OPTION PLAN

   In August 1999, the Company's Board of Directors adopted and its stockholder
approved the 1999 Omnibus Stock Incentive Plan. The Company has reserved an
aggregate of 750,000 shares of Common Stock for issuance under this plan. The
purpose of the Omnibus Stock Plan is to promote the Company's long-term growth
and profitability by providing individuals with incentives to improve
stockholder value and contribute to the Company's growth and financial success,
and by enabling the Company to attract, retain and reward the best available
persons for positions of substantial responsibility.

   The Omnibus Stock Plan provides for the grant of non-qualified stock options,
incentive stock options within the meaning of Section 422 of the Internal
Revenue Code, stock appreciation rights and restricted and non-restricted stock
awards, each of which may be granted separately or in tandem with other awards.
Participation in the Omnibus Stock Plan is open to all of the Company's
employees, officers and directors. However, only the Company's employees or
those of its subsidiaries may receive incentive stock option awards.

   To date, 50,001 shares of restricted stock and options to acquire 722,991
shares of Common Stock have been granted. The options with respect to 400,766
shares of Common Stock will be exercisable at the initial public offering price
of $6.00 per share. The options to acquire the remaining 322,225 shares of
Common Stock were granted at exercise prices ranging from $4.75 to $6.4375 per
share, based on the market price of the Common Stock on the Nasdaq National
Market.

   The Compensation Committee of the Board of Directors will administer the
Omnibus Stock Plan. In doing so, the Compensation Committee has the authority
to:

   o  determine the eligible persons to whom, and the time or times at which,
      awards shall be granted;

   o  determine the types of awards to be granted;

   o  determine the number of shares to be covered by or used for reference
      purposes for each award;

   o  impose terms, limitations, restrictions and conditions on any award as
      deemed appropriate;

   o  modify, amend, extend or renew outstanding awards, or accept the surrender
      of outstanding awards and substitute new awards (provided, however, that
      except in specified circumstances, any modification that would materially
      adversely affect any outstanding award shall not be made without the
      consent of the grantee);

   o  accelerate or otherwise change the time in which an award may be exercised
      or becomes payable and to waive or accelerate the lapse, in whole or in
      part, of any restriction or condition with respect to such award,
      including, without limitation, any restriction or condition with respect
      to the vesting or exercisability of an award following termination of any
      grantee's employment; and

   o  establish objectives and conditions, if any, for earning awards and
      determining whether awards will be paid after the end of a performance
      period.

   As the plan's administrator, the Compensation Committee also is authorized to
make adjustments in the terms and conditions of, and the criteria included in,
awards in recognition of unusual or nonrecurring events affecting the Company,
or its financial statements or those of its subsidiaries, or of changes in
applicable laws, regulations or accounting principles, whenever the
administrator determines that such adjustments are appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Omnibus Stock Plan.

                                       6
<PAGE>

   Options intended to qualify as incentive stock options under Section 422 of
the Internal Revenue Code must have an exercise price at least equal to fair
market value on the date of grant. Incentive stock options may not be
exercisable more than 10 years from the date the option is granted. If any of
the Company's employees, or those of its subsidiaries, owns or is deemed to own
at the date of grant shares of stock representing in excess of 10% of the
combined voting power of all classes of the Company's stock, the exercise price
for the incentive stock options granted to that employee may not be less than
110% of the fair market value of the underlying shares on that date and the
option may not be exercisable more than 5 years from the date the option is
granted. The option exercise price may be paid in cash, by tender of shares of
Common Stock, by a combination of cash and shares or by any other means the
administrator approves. Awards of stock appreciation rights, stock and phantom
stock awards and performance awards may be settled in cash, shares of Common
Stock or a combination of both, in the administrator's discretion.

   The Board of Directors may terminate, amend or modify the Omnibus Stock Plan
or any portion of it at any time, except that all awards made before the
termination of the plan will remain in effect until they have been satisfied or
terminated in accordance with the terms of the plan and those awards.

   No stock option grants were made during the year ended December 31, 2000.

   The following table sets forth certain summary information concerning
exercised and unexercised options to purchase the Company's Common Stock as of
December 31, 2000, under the Company's Stock Option Plan held by the executive
officers named in the "Summary Compensation Table."

                      STOCK OPTION EXERCISES IN FISCAL YEAR
                     2000 AND FISCAL YEAR-END OPTION VALUES

<TABLE>
<CAPTION>
                                                                    NUMBER OF UNEXERCISED          VALUE OF UNEXERCISED
                                                                 OPTIONS/SARS HELD AT FISCAL   IN-THE-MONEY OPTIONS/SARS AT
                                                                         YEAR-END (#)             FISCAL YEAR-END ($) (1)
                                    ACQUIRED ON       VALUE      ---------------------------   ----------------------------
               NAME                 EXERCISE (#)  REALIZED ($)   EXERCISABLE   UNEXERCISABLE   EXERCISABLE    UNEXERCISABLE
---------------------------------   ------------  ------------   -----------   -------------   -----------    -------------
<S>                                 <C>           <C>            <C>           <C>             <C>            <C>
Michael Strauss                         ---            ---           ---            ---             ---            ---

Robert E. Burke                         ---            ---           ---           25,000           ---            ---

Leonard Schoen, Jr.                     ---            ---           ---           33,334           ---            ---

Scott Messina (2)                       ---            ---           ---           10,000           ---            ---

James P. O'Reilly                       ---            ---           ---           25,000           ---            ---
</TABLE>

------------

(1) The value of unexercised in-the-money options/SARs is calculated by
    multiplying the number of options/SARs held at year-end 2000 by the
    difference between the exercise price, $6.00 per share, and $4.75, the
    closing price of the Company's Common Stock at December 29, 2000. Since the
    closing price is less than the exercise price, the options listed in the
    table above were not in-the-money as of December 29, 2000.

(2) Mr. Messina's options expired upon the termination of his employment with
    the Company on April 3, 2001 and are no longer exercisable.


EMPLOYMENT AGREEMENTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS

   The Company's employment agreement with Mr. Strauss, its President and Chief
Executive Officer, provides for an annual base salary of $350,000 commencing
January 1, 2000, and a discretionary bonus. The agreement has an initial term of
3 years and will automatically renew for additional one-year terms, provided
that either party may terminate the agreement upon 12-months' notice prior to
the expiration date. The employment agreement contains covenants not to compete
for a period ending on the later of the first anniversary of the termination of
Mr. Strauss' employment and October 6, 2002. If (i) the Company terminates the
agreement for any reason other than for cause or upon Mr. Strauss' disability,
(ii) Mr. Strauss terminates his employment for good reason, or (iii) in
connection with or following a change in control, his position is eliminated or
Mr. Strauss no longer serves as the Company's chief executive officer with
power, authority and responsibility attendant to such office, then the Company
must pay him a lump sum payment equal to 299% of his base salary, plus the
average of his annual incentive award over the preceding 5 years.

                                       7
<PAGE>

   The Company's employment agreement with Mr. Schoen, formerly its Senior Vice
President, Operations, and currently its Executive Vice President (as of
February 26, 2001), provides for an annual base salary of $260,000, and
prohibits him from disclosing certain confidential information regarding the
Company during or after the term of his employment. The agreement also
restricts, for a period of one year after termination of employment, certain
employment with mortgage brokerage businesses. The employment agreement is
terminable by either party on two weeks' written prior notice to the other
party.

   The Company's employment agreement with Mr. O'Reilly, its Senior Vice
President, Secondary Marketing, provides for a base salary of not less than
$200,000 per year and a bonus equal to 10% of the profit from secondary market
activities for all loans sold. The Company also pays to Mr. O'Reilly a car
allowance in the amount of $500 per month. The employment agreement is for a
term of five years, and will automatically renew for additional one-year terms,
provided that either party may terminate the agreement upon 120 days' prior
notice to the other party. The employment agreement contains covenants not to
compete for a period ending on the first anniversary of the termination of Mr.
O'Reilly's employment. If the Company terminates the agreement for any reason
other than for cause or Mr. O'Reilly terminates his employment for good reason,
then the Company must pay him a lump sum payment of $200,000 or, if a change in
control occurs within 6 months of such termination, $300,000.

   The Company's employment agreement with Mr. Burke, its Chief Financial
Officer, provides for an annual base salary of $180,000, and is terminable by
either party on two weeks' prior written notice to the other party.

DIRECTOR COMPENSATION

   Directors who are neither the Company's employees nor those of its
subsidiaries will receive $3,000 per board meeting attended. Directors will be
reimbursed for out-of-pocket expenses incurred in connection with their service
as directors. In addition, each non-employee director is eligible to receive
non-qualified stock options and restricted stock awards under the Company's 1999
Omnibus Stock Incentive Plan. Directors who serve either as the Company's
officers or employees or as officers or employees of any of its subsidiaries
will not receive any additional compensation for their services as directors.

   In 1999, Ms. Raffaeli and Mr. Bryant, as non-employee directors, each
received, subject to the terms and conditions of the Company's 1999 Omnibus
Stock Incentive Plan, 16,667 shares of restricted stock. The restriction period
with respect to the shares of restricted stock shall expire, and the shares may
be sold, transferred or otherwise disposed of, subject to applicable securities
law requirements, on October 6, 2001.

PERFORMANCE GRAPH

   Set forth below is a graph comparing the cumulative total stockholder return
on the Company's Common Stock with the S&P 500 Index and the Nasdaq Financial
Index. The Company's Common Stock traded on the Nasdaq National Market under the
symbol "AHMH". The graph assumes an investment of $100.00 on October 1, 1999 in
(i) the Company's Common Stock, (ii) the stocks comprising the S&P 500 Index and
(iii) a "peer group" selected by the Company's management. The peer group
includes Countrywide Credit Industries, Inc., Flagstar Bancorp, Inc., Resource
Bancshares Mortgage Group, Inc., Irwin Financial Corporation, E Loan, Inc. and
Finet.com, Inc.



                                [GRAPHIC OMITTED]



                  CUMULATIVE TOTAL RETURN PERFORMANCE GRAPH

       DATE             AHMH     S&P 500 INDEX     PEER GROUP INDEX
-------------------  ---------  ---------------  ---------------------
October 1, 1999          100          100                100
December 31, 1999     107.07       114.86              78.29
December 31, 2000      76.77       104.41             121.14


                                       8
<PAGE>

REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION

   The Compensation Committee of the Board of Directors was established after
completion of the Company's initial public offering in October 1999. The
Compensation Committee is currently comprised of two non-employee directors,
Joseph P. Bryant and C. Cathleen Raffaeli. The Compensation Committee is
responsible for making recommendations to the Board of Directors concerning the
compensation levels of the executive officers of the Company. The Compensation
Committee also administers the Company's Omnibus Stock Incentive Plan and
determines awards to be made under such plan to the Company's executive officers
and to other eligible employees. The Compensation Committee began to review
compensation programs for executive officers annually, commencing in the year
2000.

   With respect to 2000, virtually all of the compensation the Company paid to
executive officers was established under employment agreements that the Company
had negotiated and executed before its initial public offering. The Compensation
Committee has met once in 2000 and has ratified the terms of the existing
employment agreements. Therefore, the following Compensation Committee Report on
Philosophy, Base Salary, Commissions, Cash Bonus, Stock Options and Chief
Executive Officer describe the considerations that have guided, or will guide,
the Compensation Committee in assessing executive compensation.


                                       9
<PAGE>

                      REPORT OF THE COMPENSATION COMMITTEE


      Philosophy

   The goal of the Compensation Committee is to provide competitive levels of
compensation that integrate pay with the Company's short-term and long-term
performance goals, reward corporate performance and recognize individual
initiative and achievement. A significant portion of senior executive
compensation shall be tied to the Company's overall performance and, through
options and stock grants, the performance of the Company's stock. It is
anticipated that these policies will help the Company to continue to attract and
retain quality personnel and thereby enhance the Company's long-term
profitability and share value.

   Executive compensation ranges will be designed to be competitive with (i)
those amounts paid to senior executives at companies in the mortgage industry
that compete with the Company, (ii) companies that are similar in size and
profitability to the Company and (iii) companies with which the Company competes
for senior executives. Within this framework, individual executive compensation
will continue to be based on personal and corporate achievement and the
individual's level of responsibility and experience. However, in any particular
year, the Company's executives may be paid more or less than executives in peer
companies, depending on the Company's own performance.

   The executive officers' compensation is comprised of four principal
components: base salary, commissions, bonus and stock options or awards granted
under the Company's Stock Option Plan. These components are discussed below.

      Base Compensation

   The base salaries of the Company's executive officers will be based in part
on comparative industry data and on various quantitative and qualitative
considerations regarding corporate and individual performance. An executive's
base salary will be determined only after an assessment of his or her sustained
performance, current salary in relation to an objective salary range for the
executive's job responsibilities and his or her experience and potential for
advancement. In establishing base salaries for the Company's executive officers,
the Compensation Committee may consider several additional factors, including:
(i) industry compensation trends; (ii) cost of living and other local and
geographic considerations; (iii) mortgage industry and job-specific skills and
knowledge; (iv) historical and expected contributions to the Company's
performance; and (v) level, complexity, breadth and difficulty of duties.

      Commissions

   In addition to base salary, the Compensation Committee sets commissions for
certain executives, providing an incentive to maximize the number of profitable
loans originated by the Company, in order to ultimately maximize corporate
performance.

      Bonus Program

   Eligible executive officers of the Company may also be awarded bonuses for
achieving certain performance levels. These bonuses are based on various
quantitative and qualitative performance criteria for these executive officers
and are designed to attract and retain qualified individuals and also encourage
them to meet the Company's desired performance goals.

      Stock Options and Stock Appreciation Rights

   In 1999, the Company provided long-term executive compensation incentives in
the form of stock option awards and stock appreciation rights to more closely
align the interest of management with the Company's stockholders. The
Compensation Committee has continued this stock option program in 2000. The
Compensation Committee believes that stock option awards and stock appreciation
rights are an effective means of advancing the long-term interests of the
Company's stockholders by integrating executive compensation with the long-term
value of the Company's Common Stock. Awards are granted at the prevailing market
price on the date of grant and are valuable to executives only if the Company's
Common Stock appreciates.

      Chief Executive Officer

   Pursuant to his employment agreement, Mr. Strauss earned an annual base
salary of $350,000 commencing January 1, 2000. In determining the fairness and
adequacy of Mr. Strauss' compensation for 2000, the Compensation Committee took
into consideration the Company's actual financial performance as well as Mr.
Strauss' contributions to the growth and success of the Company. Other factors
that have guided the Compensation Committee are Mr. Strauss' ability to lead the
Company through its first years as a public company, the market performance of
the Company's stock, the integration of acquired

                                       10
<PAGE>


businesses, continued recruiting of valuable personnel and market development
for the origination of loans. Mr. Strauss did not receive any portion of his
compensation in the form of stock grants or options because he presently owns in
excess of 56% of the outstanding shares and his interests are obviously
aligned closely with other stockholders.

            Respectfully submitted,
            The Compensation Committee

            Joseph P. Bryant
            C. Cathleen Raffaeli



                                       11
<PAGE>


COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

   The Compensation Committee makes all compensation decisions. During 2000, the
following directors served on the Compensation Committee: Joseph P. Bryant and
C. Cathleen Raffaeli. No interlocking relationship exists between the Board of
Directors or Compensation Committee and the board of directors or compensation
committee of any other company, nor has any such interlocking relationship
existed in the past.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

   The following table sets forth certain information regarding ownership of
Common Stock as of March 23, 2001, by (i) each person known to the Company to
be the beneficial owner of more than 5% of the issued and outstanding shares of
Common Stock as of that date, (ii) each of the members of the Company's Board of
Directors, (iii) each of the Company's executive officers named in the "Summary
Compensation Table" under "Executive Compensation" above and (iv) all directors
and executive officers of the Company as a group. All shares were owned directly
with sole voting and investment power unless otherwise indicated.



                                                          PERCENT OF COMMON
                               SHARES OF COMMON STOCK    STOCK BENEFICIALLY
NAME (1)                         BENEFICIALLY OWNED           OWNED (2)
----------------------------   ----------------------   ---------------------

Michael Strauss                      5,089,606                56.5%

John A. Johnston (3)                   403,448                 4.5%

Leonard Schoen, Jr.                        ---                    *

Joseph P. Bryant                        16,667                    *

C. Cathleen Raffaeli                    16,667                    *

Kenneth Slosser                         66,667 (4)                *

Scott Messina                              ---                    *

Robert E. Burke                            ---                    *

James P. O'Reilly                          ---                    *


All directors and executive
officers as a group (12
persons)                             5,593,005                62.1%

------------

* Represents less than 1%.

(1)  Each person listed in the table is a director or named executive  officer
     of the Company,  with an address at c/o American Home Mortgage  Holdings,
     Inc., 520 Broadhollow Road, Melville, New York 11747.

(2)  Ownership percentages are based on 9,002,251 shares of Common Stock
     outstanding as of March 23, 2001. Under the rules of the Securities and
     Exchange Commission, shares of common stock that an individual has a right
     to acquire within 60 days of March 23, 2001 pursuant to the exercise of
     options or warrants are deemed to be outstanding for the purpose of
     computing the percentage of ownership of such person, but are not deemed to
     be outstanding for the purpose of computing the percentage of ownership of
     any other person shown in the table.

(3)  Mr. Johnston acquired his shares of Common Stock in connection with the
     Agreement and Plan of Merger, dated December 29, 1999, between the Company
     and Marina Mortgage Company, Inc.

(4)  This number includes 16,667 restricted shares of the Company's Common Stock
     and 50,000 warrants to purchase shares of the Company's Common Stock.
     Pursuant to Rule 13d-3(d)(1) of the Securities Exchange Act of 1934, shares
     of common stock that an individual has a right to acquire within 60 days
     from March 23, 2001 pursuant to the exercise of options or warrants are
     deemed to be beneficially owned by such person. Messrs. Schoen, Burke and
     O'Reilly each own options to purchase Common Stock of the Company as
     follows: (i) Mr. Schoen - 33,334, (ii) Mr. Burke - 25,000 and (iii) Mr.
     O'Reilly - 25,000; however, such options are not exercisable until October
     6, 2001, and as such are not included as "beneficially owned" for purposes
     of this table. Mr. Messina also held 10,000 options to purchase Common
     Stock of the Company, but his options expired upon the termination of his
     employment with the Company on April 3, 2001 and are no longer exercisable.

                                       12
<PAGE>

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

   The following parties had a direct or indirect material interest in
transactions with the Company since the beginning of 2000 and such transactions
are described below.

   In consideration of his employment as Senior Vice President, Secondary
Marketing, and the payment of $100, Mr. O'Reilly has granted the Company a
20-year non-exclusive license to use certain interest rate risk management
software developed by Mr. O'Reilly.

   Mr. Slosser is a Managing Director of Friedman, Billings, Ramsey & Co., Inc.
("FBR"). On or about December 15, 1999, the Company retained FBR to serve as its
financial advisor in connection with the acquisitions of two mortgage companies
in 1999 and 2000 and to provide the Company's Board of Directors with an opinion
as to the fairness of each transaction from a financial perspective. FBR
received cash fees of $75,000 for each of these acquisitions in connection with
its services as financial advisor. In addition, the Company agreed to indemnify
FBR and its officers and directors against certain liabilities in connection
with the initial public offering and acquisitions. Also, on June 21, 2000, the
Company and FBR entered into a letter agreement whereby the Company retained FBR
to serve as its financial advisor in connection with evaluation of certain of
the Company's strategic alternatives. FBR received a retainer fee in connection
with its services under this agreement, which remains in effect.

                                       13
<PAGE>

                                   SIGNATURES

   Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant, American Home Mortgage Holdings, Inc., a
corporation organized and existing under the laws of the State of Delaware, has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized, on the 27th day of April, 2001.


                                 AMERICAN HOME MORTGAGE HOLDINGS, INC.


                                 By:  /s/ Michael Strauss
                                     ------------------------------------------
                                     Name:  Michael Strauss
                                     Title: President & Chief Executive Officer

   Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the following persons on behalf of the Registrant on
the 27th day of April, 2001.

                  SIGNATURE                            TITLE
                  ---------                            -----


           /s/ Michael Strauss           Chairman of the Board, President &
           ----------------------------  Chief Executive Officer
           Michael Strauss


           /s/  Robert E.  Burke         Chief Financial Officer
           ----------------------------
           Robert E.  Burke


           /s/  Richard Silver           Controller
           ----------------------------
           Richard Silver


           /s/  Joseph P.  Bryant        Director
           ----------------------------
           Joseph P.  Bryant


           /s/  John A.  Johnston        Director
           ----------------------------
           John A.  Johnston


           /s/  C.  Cathleen Raffaeli    Director
           ----------------------------
           C.  Cathleen Raffaeli


           /s/  Leonard Schoen, Jr.       Director
           ----------------------------
           Leonard Schoen, Jr.


           /s/  Kenneth Slosser          Director
           ----------------------------
           Kenneth Slosser


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