<PAGE>

                          SECURITIES AND EXCHANGE COMMISSION


                               Washington, D.C.  20549
                                   _______________
                                      FORM 10-Q
                                   _______________

              X     Quarterly Report Pursuant to Section 13 or 15(d) of
             ---
                    the Securities Exchange Act of 1934

                    For the quarterly period ended June 30, 1998

                                         OR

                    Transition Report Pursuant to Section 13 or 15(d) of the
             ---
                    Securities Exchange Act of 1934

                    For the transition period from _______ to _______

                            Commission File Number 0-27146

                                  AMERIN CORPORATION
                (Exact name of registrant as specified in its charter)

              Delaware                                         11-3085148
     (State or other jurisdiction of                       (I.R.S. Employer 
     incorporation or organization)                        Identification No.)

     200 E. Randolph Drive, 49th Floor, Chicago, IL                 60601-7125
      (Address of principal executive offices)                       (Zip Code)

     Registrant's telephone number, including area code:  (312) 540-0078

     Indicate by check mark whether the registrant: (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

         Yes X   No___
            ---

                  APPLICABLE ONLY TO ISSUER'S INVOLVED IN BANKRUPTCY
                     PROCEEDINGS DURING THE PRECEDING FIVE YEARS

     Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
                                   Yes ___ No___

                        APPLICABLE ONLY TO CORPORATE ISSUERS

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.


              Class                             Outstanding at July 31, 1998
              -----                             ----------------------------
     Voting Common Stock, $.01 per value               24,777,587
     Nonvoting Common Stock, $.01 per value             1,656,909


<PAGE>

--------------------------------------------------------------------------------
                                 AMERIN CORPORATION
                                 TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                   PAGE


PART I.  FINANCIAL INFORMATION

   ITEM 1.   Financial Statements:
<S>                                                                                <C>
   Condensed Consolidated Balance Sheets at
     June 30, 1998 (unaudited) and December 31, 1997.............................     1

   Condensed Consolidated Statements of Operations for the
     Three and Six Month Periods Ended June 30, 1998 and 1997 (unaudited)........     2

   Condensed Consolidated Statements of Cash Flows for the
     Six Month Periods Ended June 30, 1998 and 1997 (unaudited)..................     3

   Notes to Condensed Consolidated Financial Statements (unaudited)..............     4

   ITEM 2.   Management's Discussion and Analysis of Financial
             Condition and Results of Operations.................................     5
 
PART II.  OTHER INFORMATION

   ITEM 6.   Exhibits and Reports on Form 8-K....................................     8
</TABLE>

                                       I

<PAGE>

                           PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                         AMERIN CORPORATION AND SUBSIDIARIES

                        CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                   JUNE 30,     DECEMBER 31,
                                                                    1998            1997
                                                                  ---------     ------------
                                                                 (UNAUDITED)
                                                                   (IN THOUSANDS OF DOLLARS)
<S>                                                               <C>            <C>
ASSETS
Investments:
    Fixed maturities available-for-sale, at fair value             $394,077       $374,320
    Short-term investments. . . . . . . . . . . . . . . . . . .       8,309          3,400
                                                                  ---------       --------
Total investments . . . . . . . . . . . . . . . . . . . . . . .     402,386        377,720
Cash and cash equivalents . . . . . . . . . . . . . . . . . . .       4,103          4,456
Accrued investment income . . . . . . . . . . . . . . . . . . .       6,059          5,872
Premiums receivable . . . . . . . . . . . . . . . . . . . . . .       6,481          5,020
Current income taxes. . . . . . . . . . . . . . . . . . . . . .       3,679            ---
Deferred policy acquisition costs . . . . . . . . . . . . . . .      11,365          7,776
Leasehold improvements, furniture and equipment, at cost,
    net of accumulated depreciation . . . . . . . . . . . . . .      11,645          9,315
Goodwill, net of accumulated amortization . . . . . . . . . . .       2,059          2,133
Other assets. . . . . . . . . . . . . . . . . . . . . . . . . .       4,732          3,009
                                                                  ---------       --------
Total assets. . . . . . . . . . . . . . . . . . . . . . . . . .    $452,509       $415,301
                                                                  ---------       --------
                                                                  ---------       --------

LIABILITIES AND COMMON STOCKHOLDERS' EQUITY
Liabilities:
    Loss reserves . . . . . . . . . . . . . . . . . . . . . . .    $ 37,053       $ 31,280
    Unearned premiums . . . . . . . . . . . . . . . . . . . . .      23,927         23,352
    Current income taxes. . . . . . . . . . . . . . . . . . . .         ---            790
    Deferred income taxes . . . . . . . . . . . . . . . . . . .       6,294          5,015
    Accrued expenses and other liabilities. . . . . . . . . . .       6,689          4,709
                                                                  ---------       --------
    Total liabilities . . . . . . . . . . . . . . . . . . . . .      73,963         65,146

Common Stockholders' Equity:
    Voting Common Stock, $.01 par, 50,000,000 shares authorized,
        24,773,887 shares and 24,488,725 shares issued and
        outstanding in 1998 and 1997, respectively. . . . . . .         248            245
    Nonvoting Common Stock, $.01 par, 50,000,000 shares
        authorized, 1,656,909 shares issued and outstanding
        in 1998 and 1997. . . . . . . . . . . . . . . . . . . .          17             17
    Additional paid-in capital. . . . . . . . . . . . . . . . .     320,766        316,642
    Accumulated other comprehensive income. . . . . . . . . . .       8,017          8,229
    Retained earnings . . . . . . . . . . . . . . . . . . . . .      49,498         25,022
                                                                  ---------       --------
Total common stockholders' equity . . . . . . . . . . . . . . .     378,546        350,155
                                                                  ---------       --------
    Total liabilities and common stockholders' equity . . . . .    $452,509       $415,301
                                                                  ---------       --------
                                                                  ---------       --------
</TABLE>

                               See accompanying notes.


                                       1

<PAGE>

                            AMERIN CORPORATION AND SUBSIDIARIES

                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED           SIX MONTHS ENDED
                                                                           JUNE 30,                     JUNE 30,
                                                                     1998           1997           1998           1997
                                                                     ----           ----           ----           ----
                                                                                       (UNAUDITED)
                                                                      (IN THOUSANDS OF DOLLARS, EXCEPT PER SHARE DATA)
<S>                                                                 <C>            <C>            <C>            <C>
Revenues:
    Net premiums written. . . . . . . . . . . . . . . . . . . .     $30,097        $21,913        $57,259        $42,337
    (Increase) decrease in unearned premiums. . . . . . . . . .        (579)           ---           (132)            67
                                                                   --------        -------        -------        -------
    Net premiums earned . . . . . . . . . . . . . . . . . . . .      29,518         21,913         57,127         42,404
    Net investment income . . . . . . . . . . . . . . . . . . .       5,329          4,590         10,417          9,073
    Realized investment gains (losses)  . . . . . . . . . . . .         122              7            552            (15)
                                                                   --------        -------        -------        -------
Total revenues. . . . . . . . . . . . . . . . . . . . . . . . .      34,969         26,510         68,096         51,462

Expenses:
    Losses incurred . . . . . . . . . . . . . . . . . . . . . .       7,086          6,750         16,420         13,380
    Marketing, policy issue and underwriting expenses . . . . .       5,653          2,755          9,592          5,294
    Other operating expenses. . . . . . . . . . . . . . . . . .       4,435          3,496          7,610          7,112
                                                                   --------        -------        -------        -------
Total expenses. . . . . . . . . . . . . . . . . . . . . . . . .      17,174         13,001         33,622         25,786
                                                                   --------        -------        -------        -------
Income before taxes.. . . . . . . . . . . . . . . . . . . . . .      17,795         13,509         34,474         25,676
Income taxes. . . . . . . . . . . . . . . . . . . . . . . . . .       5,268          3,794          9,997          7,292
                                                                   --------        -------        -------        -------
Net income. . . . . . . . . . . . . . . . . . . . . . . . . . .     $12,527         $9,715        $24,477        $18,384
                                                                   --------        -------        -------        -------
                                                                   --------        -------        -------        -------

Net income per common share:
    Basic.. . . . . . . . . . . . . . . . . . . . . . . . . . .     $  0.48         $ 0.37        $  0.93        $  0.70
    Diluted.. . . . . . . . . . . . . . . . . . . . . . . . . .     $  0.47         $ 0.37        $  0.92        $  0.70
Average common and common equivalent shares
    outstanding (in thousands). . . . . . . . . . . . . . . . .    26,760.0       26,457.7       26,720.0       26,415.7
</TABLE>

                                         See accompanying notes.


                                       2

<PAGE>

                      AMERIN CORPORATION AND SUBSIDIARIES
              CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                   SIX MONTHS ENDED JUNE 30
                                                                     1998            1997
                                                                   --------       --------
                                                                         (UNAUDITED)
                                                                  (IN THOUSANDS OF DOLLARS)
<S>                                                                <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income. . . . . . . . . . . . . . . . . . . . . . . . . . .     $24,477        $18,384
Adjustments to reconcile net income to net cash
      provided by operating activities:
Change in:
             Accrued investment income and premiums receivable.      (1,648)          (369)
             Loss reserves. . . . . . . . . . . . . . . . . . .       5,773          5,274
             Unearned premiums. . . . . . . . . . . . . . . . .         575            123
             Accounts payable and accrued expenses. . . . . . .       2,063           (332)
             Federal income taxes . . . . . . . . . . . . . . .      (3,076)          (350)
Policy acquisition costs deferred.. . . . . . . . . . . . . . .      (6,627)        (5,270)
Policy acquisition costs amortized. . . . . . . . . . . . . . .       3,038          5,012
Depreciation and other amortization.. . . . . . . . . . . . . .       1,218            693
Realized investment losses (gains). . . . . . . . . . . . . . .        (552)            15
Other items, net. . . . . . . . . . . . . . . . . . . . . . . .      (1,427)          (426)
                                                                    -------        -------
Net cash provided by operating activities.. . . . . . . . . . .      23,814         22,754
                                                                    -------        -------

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of:

             Fixed maturity securities  . . . . . . . . . . . .     (77,475)       (48,204)
             Property and equipment . . . . . . . . . . . . . .      (3,439)        (2,266)
             Short-term investments, net. . . . . . . . . . . .      (4,909)        13,746

Sale or maturity of:

             Fixed maturity securities. . . . . . . . . . . . .      57,529         13,009
             Property and equipment . . . . . . . . . . . . . .        --                7
                                                                    -------        -------
Net cash used by investing activities . . . . . . . . . . . . .     (28,294)       (23,708)
                                                                    -------        -------

CASH FLOWS FROM FINANCING ACTIVITIES

Issuance of common stock. . . . . . . . . . . . . . . . . . . .       4,127            474
                                                                    -------        -------
Net cash provided by financing activities . . . . . . . . . . .       4,127            474
                                                                    -------        -------
Net decrease in cash and cash equivalents . . . . . . . . . . .        (353)          (480)
Cash and cash equivalents at beginning of period. . . . . . . .       4,456          1,176
                                                                    -------        -------
Cash and cash equivalents at end of period. . . . . . . . . . .      $4,103           $696
                                                                    -------        -------
                                                                    -------        -------
</TABLE>

                                    See accompanying notes.


                                       3

<PAGE>

                         AMERIN CORPORATION AND SUBSIDIARIES
               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 1998
                                  (UNAUDITED)


1.   ACCOUNTING POLICIES

BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have 
been prepared in accordance with generally accepted accounting principles for 
interim financial information and with the requirements of Form 10-Q.  
Accordingly, they do not include all of the information and footnotes 
required by generally accepted accounting principles for complete financial 
statements.  In the opinion of management, all adjustments (consisting only 
of normal recurring accruals) considered necessary for a fair presentation 
have been included. Operating results for the six month period ended June 30, 
1998, are not necessarily indicative of the results that may be expected for 
the year ending December 31, 1998.  For further information, refer to the 
consolidated financial statements and footnotes thereto included in the 
Company's Annual Report on Form 10-K for the year ended December 31, 1997.

NEW AUTHORITATIVE PRONOUNCEMENT

In June 1997, the Financial Accounting Standards Board issued Statement of 
Financial Accounting Standards No. 131 (SFAS 131) "Disclosure about Segments 
of an Enterprise and Related Information," which is effective for years 
beginning after December 15, 1997.  SFAS 131 established standards for the 
way that public business enterprises report information about operating 
segments in annual financial statements and requires that those enterprises 
report selected information about operating segments in interim financial 
reports.  However, segment information is not required to be reported in 
interim financial statements in the initial year of adoption.  SFAS 131 also 
establishes standards for related disclosures about products and services, 
geographic areas and major customers.  Implementation of this standard is not 
expected to have a material effect on the Company's financial statements.

In June, 1998, the Financial Accounting Standards Board issued Statement No. 
133, "Accounting for Derivative Instruments and Hedging Activities," which is 
required to be adopted in years beginning after June 15, 1999.  Because of 
the Company's minimal use of derivatives, management does not anticipate that 
the adoption of the new Statement will have a significant effect on earnings 
or the financial position of the Company.

2.   INCOME TAXES

The provision for income taxes varies from the statutory federal income tax 
rate applied to income before income taxes principally due to tax exempt 
interest.


                                       4

<PAGE>

3.   NET INCOME PER COMMON SHARE

The following table sets forth the computation of net income per common share 
(in thousands, except per share data):

<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED           SIX MONTHS ENDED
                                                                            JUNE 30                     JUNE 30
                                                                    1998            1997           1998           1997
                                                                   --------        ------         -------       --------
                                                                                       (UNAUDITED)
                                                                                 (IN THOUSANDS OF DOLLARS)
<S>                                                                 <C>             <C>           <C>            <C>
Net income . . . . . . . . . . . . . . . . . . . . . . . . . .      $12,527         $9,715        $24,477        $18,384
                                                                    -------        -------        -------        -------
                                                                    -------        -------        -------        -------

Weighted average number of common shares outstanding.. . . . .       26,365         26,114         26,280         26,100
Dilutive effect of stock options using the treasury stock
    method.. . . . . . . . . . . . . . . . . . . . . . . . . .          395            344            440            316
                                                                    -------        -------        -------        -------
Weighted average number of common and common
    equivalent shares outstanding. . . . . . . . . . . . . . .       26,760         26,458         26,720         26,416
                                                                    -------        -------        -------        -------
Net income per common share:

     Basic . . . . . . . . . . . . . . . . . . . . . . . . . .         $.48           $.37           $.93           $.70
     Diluted . . . . . . . . . . . . . . . . . . . . . . . . .         $.47           $.37           $.92           $.70
</TABLE>

Where the effect of common stock equivalents on net income share per share 
would be antidilutive, they are excluded from the average common and common 
equivalent shares outstanding.

4.  COMPREHENSIVE INCOME

As of January 1, 1998, the Company adopted the interim reporting requirements 
of Statement of Financial Accounting Standards No 130 (SFAS 130), "Reporting 
Comprehensive Income."  SFAS 130 establishes new rules for the reporting and 
display of comprehensive income and its components; however, the adoption of 
SFAS 130 has no impact on the Company's net income or stockholders' equity. 
SFAS 130 requires unrealized gains or losses on the Company's available for 
sale securities, which prior to adoption were reported separately in 
stockholders' equity, to be included in other comprehensive income.  Prior 
year consolidated financial statements have been reclassified to conform to 
the requirements of SFAS 130.


                                       5

<PAGE>

The components of comprehensive income and accumulated other comprehensive 
income are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED              SIX MONTHS ENDED
                                                                     ------------------              ----------------
                                                                           JUNE 30                      JUNE 30
                                                                           -------                      -------
                                                                     1998           1997          1998            1997
                                                                    -------       --------        -------       --------
<S>                                                                 <C>           <C>             <C>           <C>
Net Income . . . . . . . . . . . . . . . . . . . . . . . . . .      $12,527         $9,715        $24,477        $18,384
Net change in unrealized gain on available for sale
     securities, net of income taxes . . . . . . . . . . . . .          705          4,654           (212)         1,108
                                                                    -------       --------        -------       --------
Comprehensive income . . . . . . . . . . . . . . . . . . . . .      $13,232        $14,369        $24,265        $19,492
                                                                    -------       --------        -------       --------
                                                                    -------       --------        -------       --------
Accumulated other comprehensive income at beginning
    of period. . . . . . . . . . . . . . . . . . . . . . . . .       $7,312        $(3,324)        $8,229           $222
Net change in unrealized gain on available for sale
  securities, net of income taxes. . . . . . . . . . . . . . .          705          4,654           (212)         1,108
                                                                    -------       --------        -------       --------
 Accumulated other comprehensive income at end of
    period.. . . . . . . . . . . . . . . . . . . . . . . . . .       $8,017         $1,330         $8,017         $1,330
                                                                    -------       --------        -------       --------
                                                                    -------       --------        -------       --------
</TABLE>

                                       6

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
         CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

     THREE MONTHS ENDED JUNE 30, 1998 COMPARED TO THREE MONTHS ENDED JUNE 30, 
1997.  Net premiums written for the three months ended June 30, 1998 were 
$30.1 million compared to $21.9 million for the three months ended June 30, 
1997, which represents a 37% increase.  The increase was primarily 
attributable to growth in insurance in force and related renewal premiums of 
the Company's primary insurance subsidiary, Amerin Guaranty Corporation 
("Amerin Guaranty"). Management believes that Amerin Guaranty was able to 
increase revenues due primarily to increased use by existing lenders of the 
Company's borrower-paid mortgage insurance and the addition of new lenders 
which began doing business with the Company during the last year.  Amerin 
Guaranty's monthly premium plan represented 89.6% of new insurance written 
for the three months ended June 30, 1998 compared to 87.9% for the same 
period in 1997.

     Net premiums earned increased by $7.6 million to $29.5 million for the 
three months ended June 30, 1998 from $21.9 million for the three months 
ended June 30, 1997.  This increase was primarily due to the increase in 
insurance written and in force in the 1998 period over the corresponding 
portion of the 1997 period.

     Net investment income of $5.3 million for the three months ended June 
30, 1998 increased by $.7 (or 16%) over the same period in 1997 primarily due 
to investment of the proceeds of Amerin Guaranty's net operating cash flows 
over the course of 1997 and the first six months of 1998.  Realized 
investment gains for the three months ended June 30, 1998 were $.1 million 
compared to $7,000 for the same period in 1997.

     Losses incurred in the three months ended June 30, 1998 were $7.1 
million, compared to $6.8 million of losses incurred in the three months 
ended June 30, 1997, as a result of the aging of the Company's policies and 
the significant growth in insurance in force.  Because of the Company's 
limited operating history, its loss experience is expected to significantly 
increase as its policies age further.  Marketing, policy issue and 
underwriting expenses during the three months ended June 30, 1998 of $5.7 
million increased by $2.9 million (or 105%) compared to the same period in 
1997 principally due to the development of contract underwriting for certain 
lenders and the increased production of new insurance written in the 1998 
period compared to the prior year period.  New insurance written increased 
94% in the second quarter of 1998 compared to the same period last year.  
Other operating expenses increased by $.9 million (or 27%) for the three 
months ended June 30, 1998 over the same period in 1997 due to the increase 
in insurance in force and increases in various administrative and occupancy 
costs relating to growth in the Company's personnel.

     The Company's effective tax rate was 29% in the three months ended June 
30, 1998 compared to 28% for the three months ended June 30, 1997.  The 
effective tax rate for the second quarter of 1998 and 1997 was below the 
statutory rate of 35%, reflecting the benefits of tax-preferenced investment 
income.

     As a result of the foregoing factors, the Company had net income of 
$12.5 million for the three months ended June 30, 1998, compared to net 
income of $9.7 million for the same period in 1997.

     SIX MONTHS ENDED JUNE 30, 1998 COMPARED TO SIX MONTHS ENDED JUNE 30, 
1997. Net premiums written for the six months ended June 30, 1998 were $57.3 
million compared to $42.3 million for the six months  ended June 30, 1997, 
which represents a 35% increase.  The increase was primarily attributable to 
growth in insurance in force and related renewal premium of the Company's 
primary insurance subsidiary.  Management believes that Amerin Guaranty was 
able to increase revenues due primarily to increased use by existing lenders 
of the Company's borrower-paid mortgage insurance and the addition of new 
lenders which began doing business with the Company during the past year. 


                                       7

<PAGE>

     Net premiums earned increased by $14.7 million to $57.1 million for the 
six months ended June 30, 1998 from $42.4 million for the six months ended 
June 30, 1997.  This increase was primarily due to the increase in insurance 
written and in force in the 1998 period over the corresponding portion of the 
1997 period.

     Net investment income of $10.4 million for the first six months of 1998 
increased by $1.3 million (or 15%) over the first six months of 1997 
primarily due to investment of the proceeds of Amerin Guaranty's net 
operating cash flows over the course of 1997 and the first six months of 
1998.  Realized investment gains for the first six months of 1998 were $.6 
million compared to $.02 million realized losses for the first six months of 
1997.  As of June 30, the yields to maturity in the investment portfolio were 
5.7% for both 1998 and 1997, and the average durations of the investment 
portfolio were 6.2 years and 6.4 years, respectively.

     Losses incurred in the first six months of 1998 were $16.4 million, 
compared to $13.4 million of losses incurred in the first six months of 1997 
as a result of the aging of the Company's policies and the significant growth 
in insurance in force.  Because of the Company's limited operating history, 
its loss experience is expected to significantly increase as its policies age 
further.  Marketing, policy issue and underwriting expenses during the first 
six months of 1998 of $9.6 million increased by $4.3 million (or 81%) 
compared to the first six  months of 1997 principally due to the growth in 
the level of marketing and contract underwriting activity in connection with 
the increased production of new insurance written in the 1998 period compared 
to the prior year period.  Other operating expenses increased by $.5 million 
(or 7%) for the first six months of 1998 over the first six months of 1997 
due to the increase in insurance in force and increases in various 
administrative and occupancy costs relating to growth in the Company's 
personnel.

     The effective tax rate was 29% in the six months ended June 30, 1998 
compared to 28% for the same period in 1997.  The effective tax rate for the 
first six months of 1998 and 1997 was below the statutory rate of 35%, 
reflecting the benefits of tax-preferenced investment income.

     As a result of the foregoing factors, the Company had net income of 
$24.5 million for the first six months of 1998, compared to net income of 
$18.4 million for the first six months of 1997.

LIQUIDITY AND CAPITAL RESOURCES

     The liquidity and capital resources considerations are different for 
Amerin Corporation and its principal insurance operating subsidiary, Amerin 
Guaranty, as discussed below.

     Amerin Corporation is a holding company whose principal assets are its 
investments in Amerin Guaranty and Amerin Re. Amerin Corporation has no 
operations of its own and no employees and has only limited needs for 
liquidity to meet certain legal, accounting, tax and administrative expenses. 
 Amerin Corporation relies primarily on dividends and other permitted 
distributions from Amerin Guaranty and Amerin Re as sources of funds.  Amerin 
Corporation does not currently have any committed lines of credit.

     The principal sources of funds for Amerin Guaranty are premiums received 
on new and renewal business, amounts earned from the investment of its 
contributed capital as well as the investment of its cash flow and 
commissions on ceded business and reimbursement of losses from reinsurers.  
The principal uses of funds by Amerin Guaranty are the payment of claims and 
related expenses, reinsurance premiums, other operating expenses and 
dividends to Amerin Corporation.  Liquidity requirements are influenced 
significantly by the level of claims incidence.  Amerin Guaranty does not 
currently have any committed lines of credit.


                                       8

<PAGE>

     Amerin Guaranty generates substantial cash flows from operations as a 
result of premiums being received in advance of the time when claim payments 
are required.  Cash flows generated from Amerin Guaranty's mortgage insurance 
operations totaled $36.5 million and $28.3 million for the first six months 
of 1998 and 1997, respectively.  These operating cash flows, along with that 
portion of the investment portfolio that is held in cash and highly liquid 
securities, are available towards the liquidity requirements of Amerin 
Guaranty. Amerin Guaranty's investment portfolio was $359.2  million at June 
30, 1998 and $333.3 million at December 31, 1997.

     All of the Company's $394.1 million of fixed income securities at June 
30, 1998 are rated "investment grade," which is defined by the Company as a 
security having a National Association of Insurance Commissioners ("NAIC") 
rating of 1 or 2 or an S&P rating ranging from "AAA" to "BBB-."

     RISK TO CAPITAL RATIO.  As a condition to maintenance of its 
claims-paying ratings, the total amount of insurance risk that may be written 
by Amerin Guaranty is limited to a multiple of 20 times its statutory capital 
(which includes the contingency reserve) less the carrying value of 
non-investment grade debt and tax and loss bonds and investments in 
affiliates, or such higher or lower multiple as is reasonably determined by 
the rating agency in its sole discretion.  Amerin Guaranty has several 
alternatives available to control its risk to capital ratio, including 
obtaining capital contributions from the Company, purchasing  reinsurance and 
reducing the amount of new business written.  A material reduction in 
statutory capital, whether resulting from underwriting or investment losses 
or otherwise, or a disproportionate increase in risk in force, could increase 
the risk to capital ratio.  An increase in the risk to capital ratio could 
limit Amerin Guaranty's ability to write new business (which in turn could 
materially adversely affect the Company's results of operations and 
prospects).  At June 30, 1998 and December 31, 1997, Amerin Guaranty's risk 
to capital ratio was 16.8 to 1 and 16.1 to 1, respectively.

YEAR 2000 ISSUE

     The Company has determined that it will need to modify or replace 
significant portions of its software so that its computer systems will 
function properly with respect to dates in the year 2000 and beyond.  In 
April, 1996, the Company commenced a major initiative to enhance its entire 
computer system. While this initiative was not undertaken with the primary 
goal of addressing the Year 2000 issue, all internal matters relating to the 
Year 2000 issue will be fully addressed upon completion of this initiative.

     The Company's comprehensive Year 2000 initiative is being managed by a 
team of internal staff and outside consultants.  The team's activities are 
designed to ensure that there is no adverse effect on the Company's core 
business operations and that transactions with customers are fully supported. 
 The Company is well under way with these efforts, which are scheduled to be 
completed in early 1999.  The cost of the Year 2000 initiatives is not 
expected to be material to the Company's results of operations or financial 
position.

     The Company also has initiated discussions with its large customers and 
certain servicing companies to ensure that those parties have appropriate 
plans to fully address Year 2000 issues where their systems interface with 
the Company's systems or could otherwise impact its operations.  The Company 
is assessing the extent to which its operations are vulnerable should those 
organizations fail to properly convert their computer systems on a timely 
basis. While the Company believes its planning efforts are adequate to 
address its Year 2000 concerns, there can be no guarantee that the systems 
and operations of other companies on which the Company's systems and 
operations rely will be converted on a timely basis.  The failure of these 
other companies to fully convert their systems and operations on a timely 
basis could have a material adverse effect on the Company. 


                                       9

<PAGE>

                            PART II.  OTHER INFORMATION


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


     No matters were submitted to a vote of holders of the Company's 
securities in the second quarter.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

a)   Exhibits

     See Exhibit Index on Page E-1 for exhibits filed with this report on Form
     10-Q.

b)   Reports on Form 8-K

     The Registrant did not file any reports on Form 8-K during the quarter for
     which this report on Form 10-Q is filed.


                                       10

<PAGE>

                                     SIGNATURES



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

                                   AMERIN CORPORATION


Date:  August 13, 1998                       By: /s/ Gerald L. Friedman
                                                 ---------------------------
                                                 Gerald L. Friedman
                                                 Chairman of the Board and
                                                 Chief Executive Officer




Date:  August 13, 1998                       By: /s/ David I. Vickers
                                                 ---------------------------
                                                 David I. Vickers
                                                 Senior Vice President,
                                                 Chief Financial Officer


                                       11

<PAGE>

                                 INDEX TO EXHIBITS



   Exhibit
    Number                 Description of Document                       Page
   -------                 -----------------------                       ----

    27                     Financial Data Schedule.



                                       12