SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-K/A
                                 AMENDMENT NO. 2

                                   (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 June
14, 2001, on the NASDAQ National Market was $28,744,250.

          As of June 14, 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............................................6

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. ("AHMH," or the "Company") for the year ended December
31, 2000, as filed with the Securities and Exchange Commission (the "SEC") on
March 30, 2001, and as amended on Form 10-K/A filed with the SEC on April 27,
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.

<TABLE>
<CAPTION>
                Name                     Age                     Position with the Company
-------------------------------------    ---    ------------------------------------------------------------
<S>                                      <C>    <C>
DIRECTORS WHOSE TERMS EXPIRE IN 2001:

   John A. Johnston                      47     Director of AHMH and Chief Executive Officer of Marina
                                                   Mortgage Company, Inc., a wholly-owned  subsidiary of the
                                                   Company ("Marina")
   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:

   Ronald L. Bergum                      38     President of Marina
   Robert E. Burke                       34     Chief Financial Officer
   Chris Cavaco                          32     Chief Information Officer
   Mitchell Eininger                     45     Senior Vice President, Business Development
   Thomas J. Fiddler                     35     Executive Vice President, Sales and Marketing
   Donald Henig                          42     Senior Vice President, New Sales Channels
   Paul E. Knag, Jr.                     29     Senior Vice President, MortgageSelect Production
   Dena Kwaschyn                         40     Senior Vice President, Operations
   John A. Manglardi                     48     Senior Executive Vice President
   Vincent A. Manglardi                  45     Senior Executive Vice President
   James P. O'Reilly                     47     Senior Vice President, Secondary Marketing
   Richard D. Silver                     56     Senior Vice President, Controller
</TABLE>


     MICHAEL STRAUSS. Mr. Strauss, the Company's founder, established the
Company in 1988 and currently serves as the Chairman of the Board of Directors,
President and Chief Executive Officer. He is responsible for the Company's
strategic direction as well as overseeing its day-to-day operations.


                                       3
<PAGE>



     RONALD L. BERGUM. Mr. Bergum has served as President of Marina since 1994.
AHMH acquired Marina on December 29, 1999, and Mr. Bergum has continued to serve
as President of Marina, now one of our wholly-owned subsidiaries, since such
date.

     JOSEPH P. BRYANT. Mr. Bryant has served on the Company's Board of Directors
since October 1999. Mr. Bryant has been the President of the Real Estate Group
of eOriginal, Inc., an electronic document services company, since March 2000.
He has also been the Chief Executive Officer of The Bison Financial Group, Inc.,
a company involved in buying, selling and financing distressed commercial real
estate, since July 1999. From March 1998 to July 1999, he was Chief Executive
Officer and President of Roslyn National Mortgage Corp., a New York-based
multi-state mortgage company. From June 1997 to March 1998, he was First Vice
President of Home Federal Savings Bank. From March 1993 to June 1997, Mr. Bryant
served as Executive Vice President and Chief Mortgage Officer of Long Island
Savings Bank.

     ROBERT E. BURKE. Mr. Burke served as AHMH's Chief Financial Officer from
April 1997 to April 1999 and has resumed that position as of March 2000. Mr.
Burke served on AHMH'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 & 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.

     CHRIS CAVACO. Mr. Cavaco joined the Company in November 2000 as its Chief
Information Officer. Prior to joining the Company, he worked for MCI WorldCom
Wireless from June 1997 as the Network and Systems Manager and, later,
Applications Development Manager. From 1991 until June 1997, Mr. Cavaco was
self-employed as an information system consultant.

     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, where he was responsible for origination, staffing and
employee and customer relation matters.

     THOMAS J. FIDDLER. Mr. Fiddler has been the Company's Executive Vice
President, Sales and Marketing, since the Company acquired First Home Mortgage
Corp. ("First Home") in June 2000. Prior to the acquisition, he served as Vice
President, Sales, of First Home since 1997. Mr. Fiddler manages over 150 retail
mortgage loan originators with production in 2000 in excess of $1.5 billion.

     DONALD HENIG. Mr. Henig joined the Company in February 2001 as Senior Vice
President, New Sales Channels. 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. 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. Between
1997 and 1999, Mr. Henig served as Senior Vice President, National Sales and
Director of Lender Relations at MtgPro, Inc. In 1995, Mr. Henig founded Mortgage
Tech Group, LTD., a multistate mortgage origination franchise, and he served as
President of that company until 1997. From 1985 until 1995, Mr. Henig served as
President of Island Mortgage Network, Inc., a company which he founded.

     JOHN A. JOHNSTON. Mr. Johnston has been one of AHMH's directors since March
2000 and has served as Chief Executive Officer of Marina since 1991. The Company
acquired Marina on December 29, 1999, and Mr. Johnston has continued to serve as
Chief Executive Officer of Marina, now one of AHMH's wholly-owned subsidiaries,
since such date.

     PAUL E. KNAG, Jr. Mr. Knag joined the Company in July 1997. He is Senior
Vice President, MortgageSelect Production, overseeing the Company's three
Internet call centers. From 1995 to 1997, he was with PNC Mortgage, where he
initiated Internet mortgage originations.

     DENA KWASCHYN. Ms. Kwaschyn joined the Company in February 2001 as Senior
Vice President, Operations. From April 2000 to February 2001, Ms. Kwaschyn
served as Director of Operations for L'Argent Mortgage Bankers. From April 1999
until March 2000, Ms. Kwaschyn was a self-employed consultant to various
mortgage banking firms. Ms. Kwaschyn was Executive Vice President, Director of
Mortgage Lending, from September 1997 until April 1999 at Long Island Savings
Bank, having first served as Long Island Savings Bank's Director of Operations
of the Mortgage Division from February 1986 through September 1997.

     JOHN A. MANGLARDI. Mr. Manglardi has been a Senior Executive Vice President
since the Company acquired First Home in June 2000. Prior to the acquisition, he
served as President and Chief Executive Officer of First Home since he
co-founded that company in 1994. Mr. Manglardi is directly involved in the


                                       4
<PAGE>



day-to-day operations of the management, administration and expansion of the
Company's First Home sales network. Mr. Manglardi is the brother of Vincent A.
Manglardi.

     VINCENT A. MANGLARDI. Mr. Manglardi has been a Senior Executive Vice
President since the Company acquired First Home in June 2000. Prior to the
acquisition, he served as Senior Vice President and Treasurer of First Home
since he co-founded that company in 1994. Mr. Manglardi is directly involved in
the day-to-day activities of the Company's wholesale lending business. Mr.
Manglardi is the brother of John A. Manglardi.

     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 1994 to 1996 and Senior Vice President at First Keystone
Mortgage, a Pennsylvania mortgage banker, from 1993 to 1994. 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 AHMH's Board of Directors
since October 1999. Since December 1998, Ms. Raffaeli has been the President and
Chief Operating Officer of Proact Technologies Corp., an e-commerce company
majority owned by IXL Enterprises, a Nasdaq National Market-listed Internet
services company. Prior to joining Proact Technologies Corp., 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 2001, when Mr. Schoen was named Executive
Vice President.

     RICHARD D. SILVER. Mr. Silver joined the Company in February 2000 as Senior
Vice President, Controller. Prior to joining AHMH, he was Chief Financial
Officer of Marina, which the Company acquired on December 29, 1999, since 1998.
Prior to that, Mr. Silver served as Senior Vice President, 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 AHMH's Board of Directors
in March 2000 to fill the vacancy created by Robert E. Burke's resignation from
the Board. Since 1998, Mr. Slosser has been a Managing Director of the
Investment Banking and Corporate Finance Department of the investment bank
Friedman, Billings, Ramsey & Co., Inc. From December 1996 until 1998, Mr.
Slosser was a Senior Vice President of Friedman, Billings, Ramsey & Co., Inc.
From August 1990 through November 1996, Mr. Slosser served as Assistant Regional
Director for the Office of Thrift Supervision, a division of the U.S. Treasury
Department responsible for the oversight and examination of savings
institutions. From June 1986 through August 1990, he served in various other
capacities with the Office of Thrift Supervision.


                                       5
<PAGE>



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      355,329 (3)         ---             ---               ---
Chief Executive Officer              1999      124,384             ---             ---               ---
and President (2)                    1998      131,847             ---             ---               ---

Robert E. Burke                      2000      188,000             ---               ---          13,974
Chief Financial Officer (4)          1999      173,145          20,000            25,000             ---
                                     1998      156,154             ---               ---           9,010

Scott Messina                        2000      229,500             ---               ---           4,523
Senior Vice President, Internet      1999      162,735             ---            10,000          25,791
Operations (5)                       1998       63,654 (6)         ---               ---             ---

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

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

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

(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)  Although Mr. Strauss' employment agreement provides for a salary of
     $350,000 in 2000, he earned $355,329 in 2000 as a result of a one-time
     adjustment due to the Company's conversion from a bi-weekly to a
     semi-monthly payroll.

(4)  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.

(5)  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.

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

1999 OMNIBUS STOCK INCENTIVE PLAN

     In August 1999, the Company's Board of Directors adopted and its
stockholder at such time approved the 1999 Omnibus Stock Incentive Plan (the
"Omnibus Stock Plan"). The Company has reserved an aggregate of 750,000 shares
of Common Stock for issuance under the Omnibus Stock Plan. The Company's Board
of Directors has, subject to stockholder approval, authorized increasing the
number of options authorized under the Omnibus Stock Plan by an additional
750,000 shares. 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.


                                       6
<PAGE>



     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 694,027
shares of Common Stock have been granted. The options with respect to 405,433
shares of Common Stock are exercisable at the initial public offering price of
$6.00 per share. The options to acquire the remaining 283,594 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 administers 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 may 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 Omnibus Stock 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.

     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 the fair
market value of the underlying shares 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 Omnibus Stock Plan will remain in effect until they have been
satisfied or terminated in accordance with the terms of the Omnibus Stock Plan
and those awards.

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


                                       7
<PAGE>

     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 Omnibus Stock Plan held by the executive
officers named in the "Summary Compensation Table."


<TABLE>
                                                STOCK OPTION EXERCISES IN FISCAL YEAR
                                               2000 AND FISCAL YEAR-END OPTION VALUES

<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           --             --

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

James P. O'Reilly                       --             --            --            25,000           --             --

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

     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. 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' prior written
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 based upon the amount of the Company's profits
derived from secondary marketing activities. 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 5 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.

                                       8
<PAGE>



DIRECTOR COMPENSATION

     Directors who are neither the Company's employees nor those of its
subsidiaries will receive $3,000 per board meeting attended (except for
committee meetings held on the same day as a board meeting). 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 Omnibus Stock
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 Omnibus Stock 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. The peer group utilized by the Company in its Form 10-K
for 1999 also included Mortgage.com, Inc., which ceased doing business in 1999
and thus is not included in the peer group for 2000.





                                [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 (1)                76.77       104.41            121.14

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

(1)  The peer group utilized by the Company in its Form 10-K for 1999 also
     included Mortgage.com, Inc., which ceased doing business in 1999 and thus
     is not included in the peer group for 2000.


                                       9
<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 1999 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. The following Compensation Committee Report describes the
considerations that have guided, or will guide, the Compensation Committee in
assessing executive compensation.

         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. 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 AHMH's 1999 Omnibus Stock Incentive 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 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.


                                       10
<PAGE>



         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 interests of management with the Company's stockholders. 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. No stock option awards or stock appreciation rights
were made during 2000.

         Chief Executive Officer
         -----------------------

     Pursuant to his employment agreement, Mr. Strauss' annual base salary is
$350,000 commencing January 1, 2000. Although Mr. Strauss' employment agreement
provides for a salary of $350,000, he earned $355,329 in 2000 as a result of a
one-time adjustment due to the Company's conversion from a bi-weekly to a
semi-monthly payroll. 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 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
Company's 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 June 14, 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 June 14, 2001, (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.


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


Michael Strauss                  5,089,606                    56.5%

Joseph P. Bryant                    16,667                        *

Robert E. Burke (3)                    ---                        *

John A. Johnston (4)               403,448                     4.5%

Scott Messina (3)                      ---                        *

James P. O'Reilly (3)                  ---                        *

C. Cathleen Raffaeli                16,667                        *

Leonard Schoen, Jr. (3)                ---                        *

Kenneth Slosser (3)                 66,667                        *


All directors and executive
officers as a group (eight
persons) (5)                     5,740,055                    63.2%

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

*    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 June 14, 2001. Under the rules of the SEC, shares of
     common stock that an individual has a right to acquire within 60 days of
     June 14, 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)  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, as
     amended, shares of common stock that an individual has a right to acquire
     within 60 days from June 14, 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 the Company's
     Common Stock 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 deemed "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.

(4)  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.

(5)  Does not include Mr. Messina, whose employment with the Company terminated
     on April 3, 2001.


                                       12
<PAGE>



ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     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.

     Kenneth P. Slosser, one of the Company's directors, is a Managing Director
of Friedman, Billings, Ramsey & Co., Inc. On or about December 15, 1999, the
Company engaged FBR to serve as its financial advisor in connection with the
acquisitions of Marina and First Home and to provide the Company's Board of
Directors with an opinion as to the fairness of each acquisition from a
financial perspective. FBR received cash fees of $75,000 for its services as
financial advisor in connection with each of these acquisitions. In addition,
the Company agreed to indemnify FBR and its officers and directors against
certain liabilities in connection with the acquisitions. Also, on June 21, 2000,
the Company entered into an agreement retaining FBR for a period of one year to
serve as its financial advisor and paid them a retainer fee of $50,000. This
agreement has since been terminated. The Company has retained FBR to serve as
representative of the underwriters in connection with a proposed public offering
of shares of its Common Stock at a fee based upon the proceeds of the proposed
offering. The Company has agreed to indemnify FBR and its officers and directors
against certain liabilities in connection with the proposed offering.

     On August 26, 1999, prior to its initial public offering, the Company
entered into a tax indemnification agreement between the Company, its President
and Chief Executive Officer, Michael Strauss, and AHMC. This agreement commits
the Company to indemnify and hold harmless Mr. Strauss from certain tax
liabilities he may incur as a result of AHMC's loss of S Corporation status due
to the exchange by Mr. Strauss, previously the sole stockholder of AHMC, of his
shares of AHMC common stock for shares of the Company's Common Stock immediately
prior to the closing of its initial public offering.

     Mr. Strauss is a minority stockholder in Automated Information Services,
Inc., which provides the Company with credit reports in the normal course of its
business. Payments to this company for the years ended December 31, 1998, 1999
and 2000, amounted to approximately $504,000, $232,000 and $0, respectively, and
no payments were made for the three months ended March 31, 2001.

     Mr. Strauss is a majority stockholder in Great Oak Title Agency, Inc.
("Great Oak"), which provides the Company with title services in the normal
course of the Company's business. A borrower has the option of using Great Oak
for title services. The total amounts due from Great Oak were $30,000 and
$52,500 as of December 31, 1999 and 2000, respectively, and $52,500 as of March
31, 2001. The amounts due to the Company represent expenses it paid on behalf of
the title company. Payments received from Great Oak amounted to approximately
$0, $52,000 and $0 in 1998, 1999 and 2000, respectively, and no payments were
received for the three months ended March 31, 2001.

     In connection with the Company's acquisition of Marina in 1999, the Company
agreed to make certain future payments to the shareholders of Marina in exchange
for their interests in the company. These future payments were capitalized and
are included in notes payable on the Company's financial statements in
accordance with generally accepted accounting principles. Among the future
payments so capitalized are payments to Ronald L. Bergum, President of Marina,
that have a capitalized value of approximately $1.2 million, and payments to
John A. Johnston, Chief Executive Officer of Marina and a member of the
Company's Board of Directors, that have a capitalized value of approximately
$1.3 million.


                                       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 15th day of June, 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 15th day of June, 2001.


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



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



/s/ Robert E. Burke
---------------------------
Robert E.  Burke           Chief Financial Officer (Principal Financial Officer)


/s/ Richard Silver
---------------------------
Richard Silver             Controller (Principal Accounting Officer)



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


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




---------------------------
C.  Cathleen Raffaeli      Director



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



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


                                       14