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


                       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 September 30, 1996

                                       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  November 1, 1996
           -----                               --------------------------------
Voting Common Stock, $.01 par value                      22,453,100
Nonvoting Common Stock, $.01 par value                    3,609,625

--------------------------------------------------------------------------------
<PAGE>
                               AMERIN CORPORATION

                                Table of Contents

                                                                           Page
                                                                           ----
PART I.       FINANCIAL INFORMATION

     ITEM 1.      Financial Statements:

          Condensed Consolidated Balance Sheets at
              September 30, 1996 (unaudited) and December 31, 1995..........  1

         Condensed Consolidated Statements of Operations for the
              Three and Nine Month Periods Ended September 30, 1996
              and 1995 (unaudited)..........................................  2

         Condensed Consolidated Statements of Cash Flows for the
              Nine Month Periods Ended September 30, 1996 and 1995
              (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 4.      Submission of Matters to a Vote of Security-Holders....... 10

     ITEM 6.      Exhibits and Reports on Form 8-K.......................... 10


                                      - i -
<PAGE>
                          PART I. FINANCIAL INFORMATION

ITEM 1.  Financial Statements
<TABLE>
<CAPTION>
                                     Amerin Corporation and Subsidiaries

                                    Condensed Consolidated Balance Sheets

                                                                                  September 30,    December 31,
                                                                                      1996             1995
                                                                                  ------------   ---------------
                                                                                  (unaudited)
                                                                                    (in thousands of dollars)
Assets
Investments:
<S>                                                                               <C>            <C>
    Fixed maturities available-for-sale at fair value...........................  $    286,011   $       151,021
    Short-term investments......................................................        25,690           145,961
                                                                                  ------------   ---------------
Total investments...............................................................       311,701           296,982
Cash and cash equivalents.......................................................           737             1,054
Accrued investment income.......................................................         3,764             2,376
Premiums receivable.............................................................         5,374             2,375
Deferred policy acquisition costs...............................................         5,139             4,419
Leasehold improvements, furniture and equipment, at cost,
    net of accumulated depreciation.............................................         3,953             4,199
Goodwill, net of accumulated amortization.......................................         2,319             2,431
Other intangibles, net of accumulated amortization..............................           236               478
Deferred income taxes...........................................................         1,555                 -
Other assets....................................................................         2,051             2,014
                                                                                  ------------   ---------------
Total assets....................................................................  $    336,829   $       316,328
                                                                                  ============   ===============

Liabilities and Common Stockholders' Equity
Liabilities:
Unearned premiums...............................................................  $     19,141   $        12,710
Loss reserves...................................................................        15,375             7,092
Current income taxes............................................................           788               600
Deferred income taxes...........................................................             -             1,783
Payable for securities..........................................................         8,830            15,724
Accrued expenses and other liabilities..........................................         3,669             4,282
                                                                                  ------------   ---------------
Total liabilities...............................................................        47,803            42,191

Common Stockholders' Equity:
Voting Common Stock, $.01 par, 50,000,000 shares authorized, 22,453,100
     shares and 22,381,818 shares issued and outstanding in 1996 and 1995,
     respectively........................... ..................................            224               224
Nonvoting Common Stock, $.01 par, 50,000,000 shares authorized,
     3,609,625 issued and outstanding in 1996 and 1995..........................            36                36
Additional paid-in capital......................................................       315,302           314,614
Net unrealized investment gains (losses)........................................        (2,543)            3,229
Retained-earnings deficit.......................................................       (23,993)          (43,966)
                                                                                  ------------   ---------------
Total common stockholders' equity...............................................       289,026           274,137
                                                                                  ------------   ---------------
Total liabilities and common stockholders' equity...............................  $    336,829   $       316,328
                                                                                  ============   ===============
</TABLE>

                             See accompanying notes.

                                      - 1 -
<PAGE>
<TABLE>
<CAPTION>

                                        Amerin Corporation and Subsidiaries

                                  Condensed Consolidated Statements of Operations

                                                               Three months ended           Nine months ended
                                                                  September 30,               September 30,
                                                              ----------------------      ----------------------
                                                                1996         1995           1996        1995
                                                              ---------     --------      ---------    ---------
                                                                                 (unaudited)
                                                              (in thousands of dollars, except per share data)

Revenues:
<S>                                                           <C>           <C>           <C>          <C>
    Net premiums written..................................... $  20,552     $  9,888      $  49,988    $  20,729
    Increase in unearned premiums............................    (3,872)      (2,452)        (6,431)      (3,775)
                                                              ---------     --------      ---------    ---------
    Net premiums earned......................................    16,680        7,436         43,557       16,954
    Net investments out income...............................     4,278        1,728         12,401        4,984
    Realized investment gains (losses).......................        88          120           (133)         493
                                                              ---------     --------      ---------    ---------
Total revenues...............................................    21,046        9,284         55,825       22,431

Expenses:
    Losses Incurred..........................................     5,592        1,566         13,958        3,819
    Policy acquisition costs.................................     2,009        1,398          6,120        4,963
    Underwriting and other expenses..........................     2,765        1,607          7,865        4,863
                                                              ---------     --------      ---------    ---------
Total expenses...............................................    10,366        4,571         27,943       13,645
                                                              ---------     --------      ---------    ---------
Net income before taxes......................................    10,680        4,713         27,882        8,786
Income taxes.................................................     3,092           50          7,909           50
                                                              ---------     --------      ---------    ---------
Net income...................................................     7,588        4,663         19,973        8,736
Pay-in-kind dividends on preferred stock.....................         -        1,481              -        4,255
                                                              ---------     --------      ---------    ---------
Net income applicable to common stockholders.................    $7,588       $3,182        $19,973       $4,481
                                                              =========     ========      =========    =========

Net income per common share..................................     $0.29        $0.30          $0.76        $0.42
                                                              =========     ========      =========    =========
Average common and common equivalent shares
  outstanding (in thousands).................................  26,351.0     10,625.6       26,348.8     10,623.0
</TABLE>

                             See accompanying notes.

                                     - 2 -
<PAGE>
<TABLE>
<CAPTION>
                                        Amerin Corporation and Subsidiaries

                                  Condensed Consolidated Statements of Cash Flows


                                                                                       Nine months ended
                                                                                          September 30,
                                                                                 -------------------------------
                                                                                     1996              1995
                                                                                 ------------     --------------
                                                                                           (unaudited)
                                                                                    (in thousands of dollars)

Cash flows from operating activities
<S>                                                                              <C>               <C>
Net Income...................................................................... $     19,973      $       8,736
Adjustments to reconcile net income to net cash
  provided by operating activities:
    Change in:
         Accrued investment income and premiums receivable......................       (4,387)              (785)
         Loss reserves..........................................................        8,283              3,399
         Unearned premiums......................................................        6,431              3,775
         Accounts payable and accrued expenses..................................           46                143
         Federal income taxes...................................................          (43)               (70)
Policy acquisition costs deferred...............................................       (6,349)            (5,004)
Policy acquisition costs amortized..............................................        5,629              3,829
Depreciation and other amortization.............................................          854                670
Realized investment losses (gains)..............................................          133               (493)
Other items, net................................................................          199               (529)
                                                                                 ------------     --------------

Net cash provided by operating activities.......................................       30,769             13,671
                                                                                 ------------     --------------

Cash flows from investing activities
Purchase of:
    Fixed maturity securities...................................................     (178,445)           (49,024)
    Property and equipment......................................................         (787)              (516)
Sale or maturity of:
    Fixed maturity securities...................................................       27,469             30,833
    Short-term investments, net.................................................      120,269              5,094
    Property and equipment......................................................           __                 20
                                                                                 ------------     --------------

Net cash used by investing activities...........................................      (31,494)           (13,593)
                                                                                 ------------     --------------

Financing activities
    Issuance of common stock....................................................          408                  -
                                                                                 ------------     --------------
Net increase (decrease) in cash and cash equivalents............................         (317)                78
Cash and cash equivalents at beginning of period................................        1,054                694
                                                                                 ------------     --------------

Cash and cash equivalents at end of period...................................... $        737     $          772
                                                                                 ============     ==============
</TABLE>

                            See accompanying notes.

                                     - 3 -
<PAGE>

                       Amerin Corporation and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                               September 30, 1996
                                   (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 three and nine month periods ended  September 30, 1996,  are not
necessarily  indicative  of the results that may be expected for the year ending
December 31,  1996. 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, 1995.

NET INCOME PER COMMON SHARE

Net income per share of common stock is determined by dividing net income,  less
dividends on preferred stock, by the weighted-average number of shares of common
stock and common stock  equivalents  (dilutive stock options)  outstanding.  For
1996, the weighted  average shares of common stock  includes  13,340,000  shares
issued on  November 28,  1995, in  conjunction  with Amerin  Corporation's  (the
Company's)  initial public offering in November 1995 (Initial Public  Offering).
Weighted  average shares of common stock in 1996 also includes  2,250,068 shares
as of November 28, 1995 out of a total of 11,000,000 shares that were previously
excluded  from  weighted  average  shares due to the fact that such  shares were
subject to contingent  recall  provisions  and the  conditions  required for the
removal of the recall  provisions on the 11,000,000 shares had not been met. The
Company's  Initial Public Offering removed the recall provisions on 2,250,068 of
the  11,000,000  shares  and  resulted  in the  cancellation  of  the  remaining
8,749,932 shares.

Where the effect of common  stock  equivalents  on net income per share would be
antidilutive,  they are  excluded  from the  weighted  average  number of shares
outstanding.  Common stock awards and options  issued in the 12 months  prior to
the Company's  Initial Public  Offering are treated as common stock  equivalents
for 1995.  Fully diluted net income per share is equal to primary net income per
share for the three and nine month periods ended September 30, 1996 and 1995.

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
and, in 1995, the effects of net operating loss carryforwards.


                                     - 4 -
<PAGE>
ITEM 2.   MANAGEMENT'S DISCUSSION AND ANALYSIS OF
          FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

     Three  Months  Ended  September  30, 1996  Compared to Three  Months  Ended
September 30, 1995.  Net premiums  written for the three months ended  September
30, 1996 were $20.6 million  compared to $9.9 million for the three months ended
September 30, 1995, which represents a 108% increase. The increase was primarily
attributable  to a  10.5%  increase  in new  insurance  written  and  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,  the  addition  of new,  large  lenders  which  began doing
business with the Company during the second half of 1995 and increased  sales of
lender paid mortgage  insurance.  The increase in net premiums  written was also
due to higher average  premiums during the three months ended September 30, 1996
compared to the same period in 1995,  principally due to the increased  coverage
requirements  introduced  by Fannie Mae and Freddie Mac during the first quarter
of 1995,  which  requirements  took  effect  over  the  course  of 1995.  Amerin
Guaranty's  monthly premium plan represented  85.7% of new insurance written for
the three months ended  September 30, 1996 compared to 82.3% for the same period
in 1995.  Renewal  premiums  for the  three  months  ended  September  30,  1996
increased  147.3% from the  comparable  prior year period due  primarily  to the
growth of insurance in force throughout 1995, as well as increased popularity of
the monthly premium plan.

     Net premiums  earned  increased  by $9.2  million to $16.7  million for the
three  months  ended  September  30, 1996 from $7.4 million for the three months
ended  September  30, 1995.  This  increase was primarily due to the increase in
insurance written and in force in the 1996 period over the corresponding portion
of the 1995 period.

     Net investment  income of $4.3 million for the three months ended September
30,  1996  increased  by $2.6  million  (or 148%)  over the same  period in 1995
primarily due to investment  of the proceeds from the Company's  initial  public
offering in November 1995 (the "Initial Public Offering"),  which resulted in an
increase of 169.6% in the monthly  average amount of invested  assets.  Realized
investment  gains for the three  months  ended  September  30, 1996 were $88,000
compared  to realized  investment gains of $120,000 for the same period in 1995.
This change was due primarily to a lower number of portfolio sales in the latter
period.

                                     - 5 -
<PAGE>

     Losses  incurred in the three  months  ended  September  30, 1996 were $5.6
million, compared to $1.6  million of losses  incurred in the three months ended
September 30, 1995, as a result of the aging of the Company's policies.  Because
of the Company's limited operating  history,  its loss experience is expected to
significantly  increase as its policies age further.  Policy  acquisition  costs
during the three months ended  September  30, 1996 of $2.0 million  increased by
$0.6 million (or 44%) compared to the same period in 1995 principally due to the
growth in the level of marketing and  underwriting  activity in connection  with
the increased production of new insurance written in the 1996 period compared to
the prior year period. Underwriting and other expenses increased by $1.2 million
(or 72%) for the three months ended  September  30, 1996 over the same period in
1995 due to the institution of an excess loss treaty,  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
September 30, 1996,  compared to 1% in the same period in 1995.  The increase in
the effective  tax rate  resulted from the fact that the Company fully  utilized
its net  operating  losses in 1995 and no additional  net operating  losses were
available for  utilization in 1996. The effective tax rate for the third quarter
of 1996 was below the statutory rate of 35%, principally reflecting the benefits
of tax-exempt investment income.

     As a result of the  foregoing  factors,  the Company had net income of $7.6
million for the three months ended  September  30, 1996,  compared to net income
before  pay-in-kind  dividends on its previously  outstanding  13.5%  Cumulative
Preferred  Stock  of $4.7  million  for the same  period  in  1995.  Net  income
applicable to common stockholders (after pay-in-kind dividends) was $3.2 million
for the  third  quarter  of 1995.  The 13.5%  Cumulative  Preferred  Stock  was
redeemed in connection with the Initial Public Offering.

     Nine Ended  September 30, 1996 Compared to Nine Months Ended  September 30,
1995.  Net premiums  written for the nine months ended  September  30, 1996 were
$50.0 million  compared to $20.7 million for the nine months ended September 30,
1995 which represents a 141% increase.  The increase was primarily  attributable
to an 48.7% increase in Amerin  Guaranty's  new insurance  written and growth in
insurance in force and related renewal premiums. 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, the addition
of new,  large  lenders which began doing  business with the Company  during the
second half of 1995 and increased sales of lender paid mortgage  insurance.  The
increase in net premiums  written was also due to higher average premiums during
the nine months ended  September  30, 1996  compared to the first nine months of
1995,  principally  due to the  increased  coverage  requirements  introduced by
Fannie Mae and Freddie Mac during the first quarter of 1995, which  requirements
took effect over the course of 1995.  Amerin  Guaranty's  monthly  premium  plan
represented  85.5% of new insurance  written for the nine months ended September
30, 1996 compared to 81.2% for the same period in 1995.

                                     - 6 -
<PAGE>
Renewal  premiums for the nine months ended  September 30,  1996  increased 196%
from the  comparable  prior year period due primarily to the growth of insurance
in force throughout 1995, as well as increased popularity of the monthly premium
plan.

     Net premiums  earned  increased by $26.6  million to $43.6  million for the
nine months  ended  September  30,  1996 from $17.0  million for the nine months
ended  September  30, 1995.  This  increase was primarily due to the increase in
insurance written and in force in the 1996 period over the corresponding portion
of the 1995 period.

     Net  investment  income of $12.4  million for the first nine months of 1996
increased by $7.4 million (or 149%) over the first nine months of 1995 primarily
due to  investment  of the  proceeds  from the Initial  Public  Offering,  which
resulted  in an increase  of 174.6% in the  monthly  average  amount of invested
assets.  Realized  investment  losses  for the  first  nine  months of 1996 were
$133,000  compared to realized  investment  gains of $493,000 for the first nine
months of 1995.  This change was due primarily to a smaller number of profitable
sales in 1996, resulting from reduced activity within the existing portfolio due
to the Company's  desire to maintain the current  composition  of the investment
portfolio.  As of  September  30,  1996 and 1995,  the yields to maturity in the
investment portfolio were 5.8% and 6.4%, respectively, and the average durations
of the investment portfolio were 6.5 years and 5.1 years, respectively.

     Losses  incurred  in the first  nine  months of 1996  were  $14.0  million,
compared to $3.8 million of losses  incurred in the first nine months of 1995 as
a result  of the  aging of the  Company's  policies.  Because  of the  Company's
limited  operating  history,  its loss  experience is expected to  significantly
increase as its policies age further.  Policy acquisition costs during the first
nine  months  of 1996 of $6.1  million  increased  by $1.2  million  (or  23.3%)
compared to the first nine months of 1995  principally  due to the growth in the
level of marketing and  underwriting  activity in connection  with the increased
production  of new  insurance  written in the 1996 period  compared to the prior
year period. Underwriting and other expenses increased by $3.0 million (or 61.7%
) for the first nine  months of 1996 over the first  nine  months of 1995 due to
the institution of an excess loss treaty, 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 28.4% in the nine months ended  September  30,
1996,  compared  to 1% in the first nine  months of 1995.  The  increase  in the
effective tax rate  resulted  from the fact that the Company fully  utilized its
net  operating  losses  in 1995 and no  additional  net  operating  losses  were
available for  utilization  in the first nine months of 1996.  The effective tax
rate for the first  nine  months of 1996 was  below the  statutory  rate of 35%,
principally reflecting the benefits of tax-exempt investment income.

     As a result of the foregoing  factors,  the Company had net income of $20.0
million  for the  first  nine  months of 1996,  compared  to net  income  before
pay-in-kind  dividends on its previously  outstanding 13.5% Cumulative Preferred
Stock of $8.7 million for the first nine months of 1995.  Net income  applicable
to common  stockholders  (after pay-in-kind  dividends) was $4.5 million for the
first nine months of 1995. The 13.5% Cumulative  Preferred Stock was redeemed in
connection with the Initial Public Offering.


                                     - 7 -
<PAGE>
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  Corporation  ("Amerin  Re"). The
Company 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.  The  Company  relies  primarily  on  dividends  and  other  permitted
distributions  from  Amerin  Guaranty  and Amerin Re as  sources  of funds.  The
Company 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  currently  the  payment  of claims  and  related
expenses,  reinsurance premiums,  other operating expenses and may in the future
include the payment of 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.

     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 $34.3 million and $22.8 million for the first nine months of
1996 and the first  nine  months of 1995,  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 $275.1 million at
September 30, 1996 and $260.8 million at December 31, 1995.

     All of the Company's $286.0 million of fixed income securities at September
30,  1996 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 September 30,  1996 and December 31, 1995, Amerin Guaranty's
risk to capital ratio was 12.3 to 1 and 8.2 to 1, respectively.


                                     - 8 -
<PAGE>

     The Initial Public  Offering  resulted in net proceeds of $200.2 million to
the  Company.  Of these  proceeds,  $46  million  was used to retire  all of the
outstanding  13.5%  Convertible  Preferred Stock on December 1, 1995, and $127.0
million and $25.0 million were contributed to the capital of Amerin Guaranty and
Amerin Re,  respectively,  in order to increase the statutory capital of the two
companies by such amounts.


                                     - 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 third quarter follows:


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:  November 13, 1996                 By:--------------------------------
                                         Gerald L. Friedman
                                         Chairman of the Board and
                                         Chief Executive Officer




Date:  November 13, 1996                 -----------------------------------
                                         George G. Freudenstein
                                         Senior Vice President, Chief Financial
                                         Office and Chief Administrative Officer

                                     - 11 -
<PAGE>
                                INDEX TO EXHIBITS



     Exhibit
     Number    Description of Document                                     Page
    --------   ---------------------------------------------------------   ----
      11.1     Statement Regarding Computation of Earnings Per Share.

      27.1     Financial Data Schedule.




                                       E-1
<PAGE>

                                   Exhibit 11

<TABLE>
<CAPTION>
                                       Amerin Corporation and Subsidiaries
                                Statement of Computation of Per Share Net Income

                                                Three Months ended September 30,   Nine Months Ended September 30,
                                                --------------------------------  ---------------------------------
                                                     1996             1995             1996              1995
                                                ---------------  ---------------  ---------------   ---------------
                                                    (in thousands of dollars, except share and per share amounts)

<S>                                             <C>              <C>              <C>               <C>
Net income...................................   $         7,588  $         4,663  $        19,973   $         8,736
Less pay-in kind dividends on
  preferred stock............................                 -            1,481                -             4,255
                                                ---------------  ---------------  ---------------   ---------------
Primary and fully diluted basis-net income(1)   $         7,588  $         3,182  $        19,973   $         4,481
                                                ===============  ===============  ===============   ===============

Average shares outstanding................(2)        26,046,185       10,399,625       26,027,535        10,399,625
Stock issued within one year of IPO.......(3)                 -           85,750                -            85,750
Common stock equivalents from dilutive
  stock options, based on the treasury
  stock method using average market
  price...................................(4)           304,795          140,680          321,223           137,625
                                                ---------------  ---------------  ---------------   ---------------
         Total shares - primary basis........        26,350,980       10,625,555       26,348,758        10,623,000

Additional shares assuming conversion
  of preferred stock......................(1)                 -                -                -                 -

Additional common stock equivalents
  from dilutive stock options, based
  on the treasury stock method using
  closing market price, if higher
  than average market price...............(4)               741           88,330                -            86,625
                                                ---------------  ---------------  ---------------   ---------------
         Total shares - fully diluted........        26,351,721       10,713,885       26,348,758        10,709,625
                                                ===============  ===============  ===============   ===============

Net income per share - primary...............   $          0.29  $          0.30  $          0.76   $          0.42
                                                ===============  ===============  ===============   ===============

Net income per share - fully diluted.........   $          0.29  $          0.30  $          0.76   $          0.42
                                                ===============  ===============  ===============   ===============
-------------------
<FN>
(1)   Preferred stock (redeemed in December 1995) was not convertible until 2007 at which time it was mandatorily
      convertible.  Because conversion was not effective within 10 years of each reporting period, conversion was
      not assumed for all periods prior to 1996.

(2)   For the three and nine month periods ended September 30, 1995, excludes 11,000,000 shares of common stock
      issued subject to contingent recall provisions.  Conditions required for the removal of the recall
      provisions were not met during such periods.  For the three and nine month periods ended September 30, 1996,
      includes 13,340,000 shares issued in conjunction with the Company's November 28, 1995 initial public
      offering and 2,250,068 shares, as of the date of such offering, out of a total of 11,000,000 shares that
      were excluded from weighted average shares prior to the Company's initial public offering.  The Company's
      initial public offering removed the recall provisions on 2,250,068 of the shares and resulted in the
      cancellation of the remaining 8,749,932 common shares.

(3)   Stock awards and options issued in the twelve months prior to the Company's initial public offering are
      treated as common stock equivalents (based on the treasury stock method using the initial public offering
      price).

(4)   Prior to the Company's initial public offering, excludes options for 4,375,000 shares of common stock
      subject to contingent recall provisions.  Conditions required for the removal of the recall provisions were
      not met during the periods prior to the Company's initial public offering.  Upon consummation of the
      Company's initial public offering, options for 4,374,966 shares were cancelled.
</FN>
</TABLE>
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