<PAGE>

================================================================================

                   U. S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q

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

(Mark One)
[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _______________ TO
        ______________


                         Commission File No. 001-13709

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

                      ANWORTH MORTGAGE ASSET CORPORATION
            (Exact name of Registrant as specified in its charter)

                MARYLAND                             52-2059785
     (State or other jurisdiction of              (I.R.S. Employer
     incorporation or organization)              Identification No.)

         1299 Ocean Avenue, #200
            Santa Monica, CA                           90401
(Address of principal executive offices)             (Zip Code)

      Registrant's telephone number, including area code: (310) 394-0115

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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
                                                               ---     ---

As of September 30, 1999, 2,278,000 shares of Common Stock, $0.01 par value per
share, were issued and outstanding.

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

================================================================================

<PAGE>

                                     INDEX
                                     -----

<TABLE>
<CAPTION>
Part I.   Financial Information                                                               Page
-------   ---------------------                                                               ----
<S>       <C>                                                                                 <C>
Item 1.   Financial Statements

               Balance Sheets at September 30, 1999 and December 31, 1998..................     3

               Statements of Operations for the three months and nine months ended
               September 30, 1999 and for the three months ended September 30, 1998
               and for the period March 17, 1998 (Commencement of Operations) to
               September 30, 1999...........................................................    4

               Statement of Stockholders' Equity for the three months ended March 31,
               1999, June 30, 1999 and September 30, 1999...................................    5

               Statements of Cash Flows for the three months and nine months ended
               September 30, 1999 and for the three months ended September 30, 1998
               and for the period March 17, 1998 (Commencement of Operations) to
               September 30, 1998...........................................................    6

               Notes to the Financial Statements............................................    7

Item 2.   Management's Discussion and Analysis of Financial Condition and Results of
          Operations........................................................................   11


Part II.  Other Information
--------  -----------------

Item 1.   Legal Proceedings.................................................................   22

Item 2.   Changes in Securities.............................................................   22

Item 3.   Defaults upon Senior Securities...................................................   22

Item 4.   Submission of Matters to a Vote of Security Holders...............................   22

Item 5.   Other Information.................................................................   22

Item 6.   Exhibits and Reports on Form 8-K..................................................   22


Signatures..................................................................................   23
</TABLE>

                                    Page 2
<PAGE>

Part I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

ANWORTH MORTGAGE ASSET CORPORATION
Balance Sheets
 (Amounts in thousands)

<TABLE>
<CAPTION>
                                                           September 30, 1999          December 31, 1998
                                                           ------------------          -----------------
                                                              (unaudited)
<S>                                                        <C>                         <C>
Assets
  Mortgage backed securities                                    $157,967                   $184,245
  Other marketable securities                                        920                        488
  Cash and cash equivalents                                       11,927                     13,299
  Accrued interest receivable                                      1,101                      1,411
  Prepaid expenses and other                                          37                         15
                                                                --------                   --------
                                                                $171,952                   $199,458
                                                                ========                   ========

Liabilities and Stockholders Equity

Liabilities
  Reverse repurchase agreements                                 $143,325                   $170,033
  Payable for purchase of mortgage-backed securities               9,541                     10,047
  Accrued interest payable                                         2,008                      1,799
  Dividends payable                                                  319                        279
  Accrued expenses and other                                          68                         58
                                                                --------                   --------
                                                                 155,261                    182,216
                                                                --------                   --------

STOCKHOLDERS' EQUITY

  Preferred stock, par value $.01 per share;
    authorized 20,000,000 shares;
    no shares issued and outstanding                                   -                          -
  Common stock; par value $.01 per share;
    authorized 100,000,000 shares;  2,328,000 issued
    and 2,278,000 and 2,328,000 outstanding
    respectively                                                      23                         23
  Additional paid in capital, net                                 18,971                     18,971
  Accumulated other comprehensive income, unrealized
    gain (loss) on available for sale securities                 (2,100)                     (1,775)
  Retained earnings                                                  26                          23
  Treasury stock at cost (50,000 shares)                           (229)                          -
                                                               --------                    --------
                                                                 16,691                      17,242
                                                               --------                    --------
                                                               $171,952                    $199,458
                                                               ========                    ========
</TABLE>

See notes to financial statements.

                                     Page 3
<PAGE>

ANWORTH MORTGAGE ASSET CORPORATION
Statements of Operations (unaudited)
 (Amounts in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                                            Period from
                                                                                                           March 17, 1998
                                                                                                          (Commencement of
                                            Three months ended September 30,     Nine months ended          Operations) to
                                                 1999           1998             September 30, 1999       September 30, 1998
<S>                                             <C>            <C>               <C>                      <C>
Interest and dividend income net of
 amortization of premium                        $2,349         $2,978                 $6,965                   $ 5,850
Interest expense                                 1,921          2,611                  5,773                     4,971
                                                ------         ------                 ------                   -------

Net interest income                             $  428         $  367                 $1,192                   $   879

Expenses:
  Management fee                                    44             46                    133                        99
  Incentive fee                                      -              -                      -                         2
  Other expense                                     70             77                    166                       161
                                                ------         ------                 ------                   -------
Net Income                                      $  314         $  244                 $  893                   $   617
                                                ======         ======                 ======                   =======

Basic and diluted earnings per share            $ 0.14         $ 0.10                 $ 0.39                   $  0.27
                                                ======         ======                 ======                   =======

Dividends declared per share                    $ 0.14         $ 0.10                 $ 0.39                   $  0.25
                                                ======         ======                 ======                   =======

Average number of shares outstanding             2,278          2,328                  2,292                     2,310
                                                ======         ======                 ======                   =======

Statement of Comprehensive Income

Net Income                                      $  314         $  244                 $  893                   $   617
Available for sale securities,
 fair value adjustment                            (654)          (650)                  (324)                   (1,407)
                                                ------         ------                 ------                   -------

Comprehensive Income                            $ (340)        $ (406)                $  569                   $  (790)
                                                ======         ======                 ======                   =======
</TABLE>

See notes to financial statements.

                                     Page 4
<PAGE>

ANWORTH MORTGAGE ASSET CORPORATION
Statements of Stockholders' Equity (unaudited)
Three Months Ended March 31, 1999, June 30, 1999 and September 30, 1999

<TABLE>
<CAPTION>
                                                                         Accum.
                                                                          Other                                Other
                                   Common     Common     Additional      Compre-                 Treasury     Compre-
                                   Stock      Stock       Paid-in        hensive      Retained    Stock       hensive
                                   Shares    Par Value    Capital        Income       Earnings   at Cost      Income       Total
                                   ------------------------------------------------------------------------------------------------
<S>                              <C>         <C>        <C>           <C>            <C>         <C>        <C>         <C>
Balance, December 31, 1998       2,328,000    $23,000   $18,971,000   $(1,775,000)   $  23,000   $       -              $17,242,000
 Issuance of common stock                           -             -                                                               -
 Available-for-sale securities,
  Fair value adjustment                                                   936,500                              936,500      936,500
 Net income                                                                            278,500                 278,500      278,500
                                                                                                            ----------
                                                                                                            $1,215,000
                                                                                                            ==========
 Repurchase of common stock        (36,700)                                                       (170,000)                (170,000)
 Dividends declared-
  $0.12 per share                                                                     (275,000)                            (275,000)
                                 -------------------------------------------------------------------------              -----------
Balance, March 31, 1999          2,291,300    $23,000   $18,971,000   $  (838,500)   $  26,500   $(170,000)             $18,012,000
                                 =========================================================================              ===========
 Issuance of common stock                           -             -                                                               -
 Available-for-sale securities,
  Fair value adjustment                                                  (606,500)                            (606,500)    (606,500)
 Net income                                                                            300,500                 300,500      300,500
                                                                                                            ----------
                                                                                                            $ (306,000)
                                                                                                            ==========
 Repurchase of common stock        (13,300)                                                        (59,000)                 (59,000)
 Dividends declared-
  $0.13 per share                                                                     (296,000)                            (296,000)
                                 -------------------------------------------------------------------------              -----------
Balance, June 30, 1999           2,278,000    $23,000   $18,971,000   $(1,445,000)   $  31,000   $(229,000)             $17,351,000
                                 =========================================================================              ===========
 Issuance of common stock                           -             -                                                               -
 Available-for-sale securities,
  Fair value adjustment                                                  (654,000)                            (654,000)    (654,000)
 Net income                                                                            314,000                 314,000      314,000
                                                                                                            ----------
                                                                                                            $ (340,000)
                                                                                                            ==========
 Repurchase of common stock                                                                                                       -
 Dividends declared-
  $0.13 per share                                                                     (319,000)                            (319,000)
                                 -------------------------------------------------------------------------              -----------
Balance, September 30, 1999      2,278,000    $23,000   $18,971,000   $(2,099,000)   $  26,000   $(229,000)             $16,692,000
                                 =========================================================================              ===========
</TABLE>

See notes to the financial statements


                                     Page 5
<PAGE>

ANWORTH MORTGAGE ASSET CORPORATION
Statements of Cash Flows (unaudited)
 (Amounts in thousands)

<TABLE>
<CAPTION>
                                                                                                                     Period from
                                                                                                                   March 17, 1998
                                                                                                                  (Commencement of
                                                         Three months ended September 30,   Nine months ended      Operations) to
                                                              1999             1998         September 30, 1999   September 30, 1998
<S>                                                         <C>              <C>            <C>                  <C>
  Net income                                                $   314          $    244            $    893            $     617
  Adjustments to reconcile net income to
  net cash provided by operating activites:
   Amortization                                                 329               551               1,268                  893
   Decrease (increase) in accrued interest receivable            65               (17)                296               (1,507)
   Decrease (increase) in deferred organization expense           -                27                   -                  (37)
   Increase (decrease) in accrued interest payable               89              (515)                209                1,273
   Increase (decrease) in accrued expenses and other             25                79                  (1)                 187
                                                            -------          --------            --------            ---------
     Net cash provided by operating activities                  822               369               2,665                1,426

Investing Activities:
  Available-for-sale securities:
   Purchases                                                   (472)          (14,310)            (21,598)            (231,125)
   Principal payments                                        12,941            17,454              45,345               36,302
                                                            -------          --------            --------            ---------
     Net cash (used in) investing activities                 12,469             3,144              23,747             (194,823)

Financing Activities:
  Net borrowings from reverse repurchase agreements          (4,509)           (8,539)            (26,708)             178,904
  Proceeds from common stock issued, net                          -                 -                   -               19,003
  Repurchase of common stock                                      -                                  (230)
  Dividends paid                                               (296)             (349)               (846)                (349)
                                                            -------          --------            --------            ---------
     Net cash provided by financing activities               (4,805)           (8,888)            (27,784)             197,558
                                                            -------          --------            --------            ---------
Net increase (decrease) in cash and cash equivalents          8,486            (5,375)             (1,372)               4,161
Cash and cash equivalents at beginning of period              3,441             9,537              13,299                    1
                                                            -------          --------            --------            ---------
Cash and cash equivalents at end of period                  $11,927          $  4,162            $ 11,927            $   4,162
                                                            =======          ========            ========            =========
</TABLE>

See notes to financial statements.

                                     Page 6
<PAGE>

NOTES TO FINANCIAL STATEMENTS
September 30, 1999

NOTE 1.   ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

Anworth Mortgage Asset Corporation (the "Company") was incorporated in Maryland
on October 20, 1997. The Company commenced its operations of purchasing and
managing an investment portfolio of mortgage-backed ("MBS") securities on March
17, 1998, upon completion of its initial public offering of the Company's common
stock.

A summary of the company's significant accounting policies follows:

BASIS OF PRESENTATION

The accompanying unaudited condensed financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-Q and Rule 10-01 of Regulation
S-X. Therefore, 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 material adjustments, consisting of normal
recurring adjustments, considered necessary for a fair presentation have been
included. The operating results for the quarter ended September 30, 1999 are not
necessarily indicative of the results that may be expected for the calendar year
ending December 31, 1999.

CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand and highly liquid investments
with original maturities of twelve months or less. The carrying amount of cash
equivalents approximates their fair value.

MORTGAGE BACKED SECURITIES

The Company has invested primarily in fixed- and adjustable-rate mortgage pass-
through certificates ("MBSs") and hybrid ARMs. Hybrid ARM securities have an
initial interest rate that is fixed for a certain period, usually three to five
years, and then adjusts annually for the remainder of the term of the loan.

Statement of Financial Accounting Standards No. 115, Accounting for Certain
Investments in Debt and Equity Securities ("SFAS 115"), requires the Company to
classify its investments as either trading investments, available-for-sale
investments or held-to-maturity investments. It is the Company's policy to
classify each of its MBS as available-for-sale and then to monitor the
security's performance over time before making a final determination as to the
permanent classification. At this time all of the Company's MBS are classified
as available-for-sale. All assets that are classified as available-for-sale are
carried at fair value.

                                     Page 7
<PAGE>

Interest income is accrued based on the outstanding principal amount of the MBS
and their contractual terms. Premiums associated with the purchase of MBS are
amortized into interest income over the estimated lives of the asset using the
effective yield method.

MBS transactions are recorded on the date the securities are purchased or sold.

CREDIT RISK

At September 30, 1999 the Company has limited its exposure to credit losses on
its portfolio of mortgage backed securities by purchasing primarily securities
from Federal Home Loan Mortgage Corporation ("FHLMC") and Federal National
Mortgage Association ("FNMA"). The payment of principal and interest on the
FHLMC and FNMA ARM securities are guaranteed by those respective agencies. At
September 30, 1999, all of the Company's ARM securities have an implied "AAA"
rating.

INCOME TAXES

The Company intends to elect to be taxed as a Real Estate Investment Trust and
to comply with the provisions of the Internal Revenue Code with respect thereto.
Accordingly, the Company will not be subject to Federal income tax to the extent
that its distributions to stockholders satisfy the REIT requirements.

EARNINGS PER SHARE

Basic EPS is computed by dividing net income by the weighted average number of
common shares outstanding during the period. Diluted EPS assumes the conversion,
exercise or issuance of all potential common stock equivalents unless the effect
is to reduce a loss or increase the income per share. Stock options that could
potentially dilute basic EPS in the future were not included in the computation
of diluted EPS because to do so would have been antidilutive.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.

                                     Page 8
<PAGE>

NOTE 2.  MORTGAGE BACKED SECURITIES

The following table pertains to the Company's mortgage backed securities
classified as available-for-sale as of September 30, 1999, which are carried at
their fair value:

<TABLE>
<CAPTION>
                                                      Federal             Federal
                                                    Home Loan            National              Total
                                                     Mortgage            Mortgage                MBS
                                                  Corporation         Association             Assets
-----------------------------------------------------------------------------------------------------
<S>                                               <C>                 <C>                   <C>
Amortized Cost ($000's)                               $31,483            $127,740           $159,223
Unrealized gains (losses)                                (307)             (1,780)            (2,087)
                                    -----------------------------------------------------------------
Fair value                                            $31,176            $125,960           $157,136
                                    -----------------------------------------------------------------
</TABLE>

In addition, at September 30, 1999 the Company held a position in a preferred
stock issued by Thornburg Mortgage Asset Corporation which had a fair value of
$920,000. The remaining portion of the mortgage backed securities assets
consisted of a principal payments receivable of $831,000.

The following table summarizes the Company's securities as of September 30, 1999
at their fair value:

<TABLE>
<CAPTION>
                                                                   Fixed                   REIT
                                                                    Rate              Preferred
                                             ARMS                    MBS                  Stock                  Total
-----------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                    <C>                    <C>                    <C>
Amortized Cost ($000's)                  $143,271                $15,952                   $932               $160,155
Unrealized gains                               94                                                                   94
Unrealized losses                          (1,518)                  (663)                   (12)                (2,193)
                                   ------------------------------------------------------------------------------------
Fair value                               $141,847                $15,289                   $920               $158,056
                                   ------------------------------------------------------------------------------------
</TABLE>


NOTE 3.  REVERSE REPURCHASE AGREEMENTS

The Company has entered into reverse repurchase agreements to finance most of
its MBS. The reverse repurchase agreements are short-term borrowings that are
secured by the market value of the Company's MBS and bear interest rates that
have historically moved in close relationship to LIBOR.

At September 30, 1999, the repurchase agreements had the following remaining
maturities:
<TABLE>
-----------------------------------------------------------------------------------------------
  <S>                                                           <C>
  Within 59 days                                                $ 58,420,000
  60 to 89 days                                                    3,322,000
  90 to 119 days                                                  15,576,000
  Over 120 days                                                   66,007,153
                                                          ------------------
                                                                $143,325,153
                                                          ------------------
</TABLE>

                                     Page 9
<PAGE>

NOTE 4.  INITIAL PUBLIC OFFERING

On March 12, 1998 the Company completed its initial public offering of common
stock, $0.01 par value. The Company issued 2,200,000 shares of common stock at a
price of $9 per share and received net proceeds of $18,414,000, net of
underwriting discount of $0.63 per share. Offering costs in connection with the
public offering, including the underwriting discount and other expenses, which
total $491,182, have been charged against the proceeds of the offering. Prior to
March 17, 1998, the Company had no operations other than activities relating to
its organization, registration under the Securities Act of 1933 and the issuance
of 100 shares of its common stock to its initial shareholder.

The Company granted the underwriters of the initial public offering of the
Company's common stock a 30-day option to purchase additional shares of common
stock solely to cover over-allotments, if any, at the public offering price of
$9 per share. On April 14, 1998, the underwriters purchased an additional
127,900 shares under the terms of this option. As a result, the Company received
additional net proceeds of $1,070,523, net of the underwriting discount of $0.63
per share, on April 14, 1998.


NOTE 5.  TRANSACTIONS WITH AFFILIATES

The Company entered into a Management Agreement (the "Agreement") with Anworth
Mortgage Advisory Corporation (the "Manager"), effective March 12, 1998. Under
the terms of the Agreement, the Manager, subject to the supervision of the
Company's Board of Directors, is responsible for the management of the day-to-
day operations of the Company and provides all personnel and office space.

The Company pays the Manager an annual base management fee equal to 1% of the
first $300 million of Average Net Invested Assets (as defined in the Agreement),
plus 0.8% of the portion above $300 million (the "Base Management
Compensation").

In addition to the Base Management Compensation, the Manager shall receive as
incentive compensation for each fiscal quarter an amount equal to 20% of the Net
Income of the Company, before incentive compensation, for such fiscal quarter in
excess of the amount that would produce an annualized Return on Equity
(calculated by multiplying the Return on Equity for such fiscal quarter by four)
equal to the Ten-Year U.S. Treasury Rate for such fiscal quarter plus 1% (the
"Incentive Management Compensation").

For the quarters ended September 30, 1999 and September 30, 1998, the Company
paid the Manager $44,000 and $46,000, respectively, in base management fee.

The Company has adopted the Anworth Mortgage Asset Corporation 1997 Stock Option
and Awards Plan (the "Stock Option Plan") which authorizes the grant of options
to purchase an aggregate of up to 300,000 of the outstanding shares of the
company's Common Stock. The plan authorizes the Board of Directors, or a
committee of the Board of Directors, to grant incentive stock options ("ISOs")
as defined under section 422 of the Internal Revenue Code of 1986, as amended,

                                    Page 10
<PAGE>

options not so qualified ("NQSOs"), dividend equivalent rights ("DERs") and
stock appreciation rights ("SARs"). The exercise price for any option granted
under the Stock Option Plan may not be less than 100% of the fair market value
of the shares of Common Stock at the time the option is granted. As of September
30, 1999, the Company had granted a total of 198,000 options, 148,000 of which
are priced at $9 per share and 50,000 of which are priced at $4.60 per share,
and 148,500 DER's. Options granted to officers either become exercisable at a
rate of 33.3% each year following their date of grant or become exercisable
three years after their date of grant. Options granted to directors either
became exercisable six months after their date of grant or become exercisable
three years after their date of grant. All options will expire ten years after
their date of grant. The DER's are payable only when their associated stock
options are exercised, thereby reducing the effective strike price of such
options. The Company will recognize compensation expense at the time the average
market price of the stock exceeds the effective strike price.

For the quarter ended September 30, 1999, the Company recorded $2,000 in
operating expense associated with this plan.


NOTE 6.  SHARE REPURCHASE

In December of 1998, the Board of Directors authorized the repurchase of 50,000
shares of the Company's common stock. As of June 30, 1999, the entire 50,000
shares had been repurchased at an average cost of $4.58 per share.


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

Certain information contained in this Quarterly Report on Form 10-Q constitutes
"Forward-Looking Statements" within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Exchange Act, which can be
identified by the use of forward-looking terminology such as "may," "will,"
"expect," "anticipate," "estimate," or "continue" or the negatives thereof or
other variations thereon or comparable terminology. Investors are cautioned that
all forward-looking statements involve risks and uncertainties including, but
not limited to, risks related to the future level and relationship of various
interest rates, prepayment rates and the timing of new programs. The statements
in the "Risk Factors" of the Company's Prospectus dated March 12, 1998
constitute cautionary statements identifying important factors, including
certain risks and uncertainties, with respect to such forward-looking statements
that could cause the actual results, performance or achievements of the Company
to differ materially from those reflected in such forward-looking statements.

                                    Page 11
<PAGE>

GENERAL

Anworth Mortgage Asset Corporation (the "Company") was formed in October 1997 to
invest in mortgage assets, including mortgage pass-through certificates,
collateralized mortgage obligations, mortgage loans and other securities
representing interests in, or obligations backed by, pools of mortgage loans
which can be readily financed and short-term investments (collectively,
Mortgage-Backed Securities).

The Company's principal business objective is to generate net income for
distribution to stockholders from the spread between the interest income on its
Mortgage-Backed Securities and the costs of borrowing to finance its acquisition
of Mortgage-Backed Securities. The Company commenced operations on March 17,
1998 upon the closing of its initial public offering. Since that date the
Company has deployed its capital and built its balance sheet through the
acquisition of mortgage assets and the financing of those assets in the credit
markets. The Company seeks to generate income through its use of leverage and
active management of the asset/liability yield spread.

The Company will seek to generate growth in earnings and dividends per share in
a variety of ways, including through (i) issuing new Common Stock and increasing
the size of the balance sheet when opportunities in the market for Mortgage-
Backed Securities are likely to allow growth in earnings per share, (ii) seeking
to improve productivity by increasing the size of the balance sheet at a rate
faster than the rate of increase in operating expenses, (iii) continually
reviewing the mix of Mortgage-Backed Security types on the balance sheet in an
effort to improve risk-adjusted returns, and (iv) attempting to improve the
efficiency of the Company's balance sheet structure through the issuance of
uncollateralized subordinated debt, preferred stock and other forms of capital,
to the extent management deems such issuances appropriate.

The Company is organized for tax purposes as a real estate investment trust
("REIT") and therefore generally passes through substantially all of its
earnings to stockholders without paying federal or state income tax at the
corporate level.

At its June 17, 1999 meeting the Board of Directors approved new operating
policies which were included in Item 5 of the Company's quarterly report on form
10-Q for the quarter ended June 30, 1999. Effective upon the filing of that
quarterly report, the Company modified its policy of investing primarily in
adjustable rate mortgage assets. The new policy allows the Company to invest
substantially more of its assets in fixed rate mortgage securities. Depending on
mortgage market conditions, these purchases may or may not be accompanied by the
purchase of hedging instruments intended to mitigate the attendant interest rate
risk. The Company will target an overall one year duration for the portfolio,
taking all assets and hedging instruments into account. See "Statement of
Operating Policies" below.

The Company has established the new policies in response to the current interest
rate environment. The Company believes that, given the current shape of the
yield curve and current conditions in the mortgage markets, it may be able to
increase earnings by implementing these new policies. These policies may be
modified or waived by the Board of Directors at any time without consent of the
Company's stockholders. The ultimate effect of any such changes is uncertain.

Under the new policies, (i) at least 60% of the Company's total assets are
expected to be adjustable or fixed rate Mortgage Securities and Short-Term
Investments which will either be rated within one of the two highest rating
categories by at least one nationally recognized statistical rating organization
(such as Moody's, Fitch or Standard & Poors), or if not rated will be
obligations guaranteed by the United States government or its agencies, Fannie
Mae or Freddie Mac (Category I securities); (ii) at least 90% of the Company's
assets are expected to be investments that qualify for Category I above or
Mortgage Assets including (a) unrated Mortgage Loans and, (b) Mortgage
Securities rated at least Investment Grade by at least one nationally recognized
statistical rating organization (Category II securities); and (iii) all other
assets shall be less than 10% of the Company's assets, among these being
securities such as (a) Mortgage Securities rated below Investment Grade, (b)
leveraged Mortgage Derivative Securities, and ( c ) shares of other REITS or
mortgage related companies (Category III securities).

The Company will generally not acquire inverse floaters, Remic residuals or
first loss subordinated bonds. The Company may acquire mortgage derivative
securities, including, but not limited to, interest only, principal only or
other mortgage securities that receive a disproportionate share of interest
income or principal, either as an independent stand-alone investment opportunity
or to assist in the management of prepayment and other risks, but only on a
limited basis due to the greater risk of loss associated with mortgage
derivative securities.

FINANCIAL CONDITION

At September 30, 1999, the Company held total assets of $172 million, consisting
primarily of $142 million of ARMs, $15 million of fixed-rate mortgage backed
securities and $0.9 million of REIT preferred stock. This balance sheet size
represents an approximate 17% decrease from the balance sheet size at September
30, 1998, reflecting the Company's decision to decrease leverage in the
portfolio and increase cash in anticipation of implementing the new asset
acquisition policies described above. At September 30, 1999, the Company was
well within its asset allocation guidelines, with over 98% of total assets in
Category I or II. Of the ARM securities owned by the Company, 83% were
adjustable-rate pass-through certificates which reset at least once a year. The
remaining 17% were 3/1 and 5/1 hybrid ARMS with an average reset of 3.2 years.
Hybrid ARM securities have an initial interest rate that is fixed for a certain
period, usually three to five years, and then adjust annually for the remainder
of the term of the loan.

                                    Page 12
<PAGE>

The following table presents a schedule of mortgage backed securities owned at
September 30, 1999 classified by type of issuer.

ARM SECURITIES BY ISSUER
(Dollar amounts in thousands)

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------
Agency                                         Carrying               Portfolio
                                                Value                 Percentage
--------------------------------------------------------------------------------
<S>                                            <C>                    <C>
FNMA                                           $ 31,176                   20
--------------------------------------------------------------------------------
FHLMC                                           125,959                   80
--------------------------------------------------------------------------------
  Total Portfolio                              $157,135                  100
================================================================================
</TABLE>

The following table classifies the Company's portfolio of mortgage backed
securities by type of interest rate index.

ARM ASSETS BY INDEX
(Dollar amounts in thousands)

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------
                  Index                     Carrying                                   Portfolio
                                             Value                                     Percentage
--------------------------------------------------------------------------------------------------------------------
<S>                                         <C>                                        <C>
Six-month LIBOR                             $ 10,153                                      6.5%
--------------------------------------------------------------------------------------------------------------------
Six-month Certificate of
   Deposit                                     5,734                                      3.7%
--------------------------------------------------------------------------------------------------------------------
One-year Constant
  Maturity Treasury                          120,165                                     76.5%
--------------------------------------------------------------------------------------------------------------------
Cost of Funds Index                            5,794                                      3.7%
--------------------------------------------------------------------------------------------------------------------
Fixed rate                                    15,289                                      9.7%
--------------------------------------------------------------------------------------------------------------------
                                            $157,135                                    100.0%
====================================================================================================================
</TABLE>

The ARM portfolio had a weighted average coupon of 6.78% at September 30, 1999.
The weighted average one-month constant prepayment rates ("CPR") of the
Company's MBS portfolio were 34%, 25% and 22%, respectively, for the months of
July, August and September, 1999. At September 30, 1999 the unamortized net
premium paid for the mortgage-backed securities was $3.7 million.

                                    Page 13
<PAGE>

The Company analyzes its mortgage-backed securities and the extent to which
prepayments impact the yield of the securities. When actual prepayments exceed
expectations, the Company amortizes the premiums paid on mortgage assets over a
shorter time period, resulting in a reduced yield to maturity on the Company's
mortgage assets. Conversely, if actual prepayments are less than the assumed
constant prepayment rate, the premium would be amortized over a longer time
period, resulting in a higher yield to maturity. The Company monitors its yield
expectations versus its actual prepayment experience on a monthly basis in order
to adjust the amortization of the net premium.

The fair value of the Company's portfolio of mortgage-backed securities
classified as available-for-sale was $2.09 million less than the amortized cost
of the securities, resulting in a negative adjustment of 1.31% of the amortized
cost of the portfolio as of September 30, 1999. In the case of the ARMs, the
price decline reflects the possibility of faster future prepayments which would
have the effect of shortening the average life of the Company's MBS and
decreasing their yield. In the case of the fixed-rate MBS, fair value tends to
decline when interest rates are rising and tends to rise when interest rates are
declining.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999

For the quarter ended September 30, 1999, the Company's net income was $314,000,
or $0.14 per share (basic and diluted EPS), based on an average of 2,278,000
shares outstanding. Net interest income for the quarter totaled $428,000. Net
interest income is comprised of the interest income earned on mortgage
investments, net of premium amortization, less interest expense from borrowings.
For the quarter ended September 30, 1998, the Company's net income was $244,000.
The improvement in net income was due primarily to the slowing of prepayments on
the Company's MBS, allowing the Company to amortize the premium at which the
bonds were purchased over a longer period, as described above. During the third
quarters of 1999 and 1998, the Company incurred operating expenses of $114,000
and $123,000 respectively, consisting in 1999 of a base management fee of
$44,000 and other operating expenses of $70,000 and in 1998 of a base management
fee of $46,000 and other operating expenses of $77,000. The reduction in other
operating expenses in the third quarter of 1999 versus the third quarter of 1998
was caused by the Company's discontinuing to accrue compensation expense related
to DER's that were issued in March of 1998; the options associated with these
DER's have a strike price that currently is significantly above the current
market price and the Company believes that the possibility of near-term exercise
of these options and DER's is unlikely.

The Company's return on average equity was 1.66% or, on an annualized basis,
6.8%, for the quarter ended September 30, 1999. The table below shows the
components of return on average equity.

                                    Page 14
<PAGE>

COMPONENTS OF RETURN ON AVERAGE EQUITY/(1)/

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------
For the Quarter Ended                 Net Interest Income/       G&A Expense/(2)//      Net Income/
                                             Equity                   Equity              Equity
------------------------------------------------------------------------------------------------------
<S>                                  <C>                         <C>                    <C>
Jun 30, 1998                                  2.52%                    0.65%               1.87%
------------------------------------------------------------------------------------------------------
Sep 30, 1998                                  1.92%                    0.64%               1.28%
------------------------------------------------------------------------------------------------------
Dec 31, 1998                                  1.62%                    0.23%               1.40%
------------------------------------------------------------------------------------------------------
Mar 31, 1999                                  1.94%                    0.47%               1.46%
------------------------------------------------------------------------------------------------------
Jun 30, 1999                                  2.20%                    0.49%               1.70%
------------------------------------------------------------------------------------------------------
Sep 30, 1999                                  2.27%                    0.61%               1.66%
------------------------------------------------------------------------------------------------------
</TABLE>

(1) Average equity excludes unrealized gain (loss) on available-for-sale MBS.
(2) Excludes performance fees.

The following table shows the Company's average daily balances of cash
equivalents and mortgage assets, the yields earned on each type of earning
assets, the yield on average daily earning assets and interest income.

<TABLE>
<CAPTION>
                                                                                           Yield on
                                                                                            Average
                                              Average                       Yield on         Daily       Yield on
                              Average          Daily           Average       Average       Amortized     Average    Dividend
                               Daily       Amortized Cost       Daily         Daily         Cost of       Daily       and
                               Cash         of Mortgage        Earning         Cash         Mortgage     Earning    Interest
in thousands                Equivalents        Assets          Assets       Equivalents      Assets       Assets     Income
--------------------------------------------------------------------------------------------------------------------------------
<S>                         <C>            <C>                <C>           <C>            <C>           <C>        <C>
For the quarter ended
  June 30, 1998               $6,878         $175,340         $182,218          5.59           6.17        6.14      $2,799
--------------------------------------------------------------------------------------------------------------------------------
For the quarter ended
  September 30, 1998          $5,476         $196,014         $201,490          5.56           5.92        5.91      $2,978
--------------------------------------------------------------------------------------------------------------------------------
For the quarter ended
    December 31, 1998         $6,736         $187,444         $194,181          5.00           5.62        5.60      $2,717
--------------------------------------------------------------------------------------------------------------------------------
For the quarter ended
  March 31, 1999              $8,384         $170,633         $179,017          4.87           5.40        5.37      $2,404
--------------------------------------------------------------------------------------------------------------------------------
For the quarter ended
  June 30, 1999               $6,168         $157,679         $163,846          4.76           5.44        5.41      $2,216
--------------------------------------------------------------------------------------------------------------------------------
For the quarter ended
  September 30, 1999          $7,507         $161,379         $168,886          5.15           5.55        5.53      $2,337
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The table below shows the Company's average daily borrowed funds and average
daily cost of funds as compared to average one- and average three-month LIBOR.

<TABLE>
<CAPTION>
                                                                                   Average         Average       Average
                                                                                  One-month        Cost of       Cost of
                                                                                    LIBOR           Funds         Funds
                        Average                 Average    Average    Average      Relative        Relative      Relative
                         Daily                   Daily       One-      Three-     to Average      to Average    to Average
                        Borrowed    Interest    Cost of     Month      Month      Three-month     One-month    Three-month
in thousands             Funds      Expense      Funds      LIBOR      LIBOR         LIBOR          LIBOR         LIBOR
----------------------------------------------------------------------------------------------------------------------------
<S>                     <C>        <C>        <C>        <C>        <C>        <C>            <C>           <C>
For the quarter
ended
June 30, 1998           $162,829     $2,318      5.70%      5.66%      5.69%        (0.03)%         0.04%          0.01%
------------------------------------------------------------------------------------------------------------------------
For the quarter
ended
Sept 30, 1998            182,954      2,611      5.71%      5.62%      5.62%          0.00%         0.09%          0.09%
------------------------------------------------------------------------------------------------------------------------
For the quarter
ended
Dec 31, 1998             174,611      2,407      5.51%      5.36%      5.27%          0.09%         0.15%          0.24%
------------------------------------------------------------------------------------------------------------------------
For the quarter
ended
Mar 31, 1999             157,555      2,036      5.24%      4.95%      5.00%        (0.05)%         0.29%          0.24%
------------------------------------------------------------------------------------------------------------------------
For the quarter
ended
June 30, 1999            144,828      1,816      5.09%      4.96%      5.08%        (0.12)%         0.13%          0.01%
------------------------------------------------------------------------------------------------------------------------
For the quarter
ended
Sept 30, 1999            149,183      1,921      5.22%      5.28%      5.44%        (0.16)%       (0.06)%        (0.22)%
------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                    Page 15
<PAGE>

For the quarter ended September 30, 1999, the yield on the Company's total
assets, including the impact of the amortized premiums and discounts, was 5.53%.
The Company's weighted average cost of funds at September 30, 1999, was 5.22%.

The Company pays the Manager an annual base management fee, generally based on
average net invested assets, as defined in the Management Agreement, payable
monthly in arrears as follows: 1.0% of the first $300 million of Average Net
Invested Assets, plus 0.8% of the portion above $300 million.

In order for the Manager to earn a performance fee, the rate of return on the
stockholders' investment, as defined in the Management Agreement, must exceed
the average ten-year U.S. Treasury rate during the quarter plus 1%. During the
third quarter of 1999, the Manager earned no performance fee. During the third
quarter of 1999, the Company's return on stockholder's investment was 1.5% or,
on an annualized basis, 6.2%.  The ten-year U.S. Treasury rate for the
corresponding period was 5.9%.

The following table shows operating expenses as a percent of total assets:

ANNUALIZED OPERATING EXPENSE RATIOS

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                 Management Fee & Other                                            Total G&A Expenses/
For The                                Expenses/                    Performance Fee/                  Total Assets
Quarter Ended                        Total Assets                     Total Assets
---------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>                                <C>                             <C>
Jun 30, 1998                            0.23%                             0.00%                           0.23%
---------------------------------------------------------------------------------------------------------------------------------
Sep 30,1998                             0.24%                             0.00%                           0.24%
---------------------------------------------------------------------------------------------------------------------------------
Dec 31,1998                             0.09%                             0.00%                           0.09%
---------------------------------------------------------------------------------------------------------------------------------
Mar 31, 1999                            0.21%                             0.00%                           0.21%
---------------------------------------------------------------------------------------------------------------------------------
Jun 30, 1999                            0.21%                             0.00%                           0.21%
---------------------------------------------------------------------------------------------------------------------------------
Sep 30, 1999                            0.27%                             0.00%                           0.27%
---------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                    Page 16
<PAGE>
HEDGING

The Company did not enter into any interest rate agreements to date. As part of
its asset/liability management process, the Company may enter into interest rate
agreements such as interest rate caps, floors and swaps. These agreements would
be entered into to reduce interest rate risk and would be designed to provide
income and capital appreciation to the Company in the event of certain changes
in interest rates. The Company reviews the need for interest rate agreements on
a regular basis consistent with its Capital Investment Policy.

The Company has not experienced credit losses on its portfolio of ARM securities
to date, but losses may be experienced in the future.  At September 30, 1999,
the Company had limited its exposure to credit losses on its portfolio of  MBS
by purchasing only Agency Certificates, which, although not rated, carry an
implied "AAA" rating.

COMMON DIVIDEND

As a REIT, the Company is required to declare dividends amounting to 85% of each
year's taxable income by the end of each calendar year and to have declared
dividends amounting to 95% of its taxable income for each year by the time it
files its applicable tax return.  The Company therefore, generally passes
through substantially all of its earnings to shareholders without paying federal
income tax at the corporate level. Since the Company, as a REIT, pays its
dividends based on taxable earnings, the dividends may at times be more or less
than reported earnings.

On September 20, 1999 the Company declared a dividend of $0.14 per share payable
on October 11, 1999 to holders of record as of October 1, 1999.

The following table shows the dividends paid by the Company since it first began
paying dividends in June of 1998:

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
For the quarter ended                                  Dividend per share
----------------------------------------------------------------------------------------
<S>                                                    <C>
June 30, 1998                                          $0.15
----------------------------------------------------------------------------------------
September 30, 1998                                     $0.10
----------------------------------------------------------------------------------------
December 31, 1998                                      $0.12
----------------------------------------------------------------------------------------
March 31, 1999                                         $0.12
----------------------------------------------------------------------------------------
June 30, 1999                                          $0.13
----------------------------------------------------------------------------------------
September 30, 1999                                     $0.14
----------------------------------------------------------------------------------------
</TABLE>


LIQUIDITY AND CAPITAL RESOURCES

The Company's primary source of funds for the quarter ended September 30, 1999
consisted of reverse repurchase agreements, which totaled $143 million at
September 30, 1999.  The Company's other significant source of funds for the
quarter ended September 30, 1999 consisted of payments of principal and interest
from its ARM securities portfolio in the amount of $12.9 million.  In the
future, the Company expects its primary sources of funds will consist of
borrowed funds under reverse repurchase agreement transactions with one- to
twelve-month maturities and of monthly payments of principal and interest on its
ARM securities portfolio.  The Company's liquid assets generally consist of
unpledged ARM assets, cash and cash equivalents.

                                    Page 17
<PAGE>

The borrowings incurred during the quarter ended September 30, 1999 had a
weighted average interest cost during the quarter of 5.2% compared with 5.7% for
the quarter ended September 30, 1998.  As of September 30, 1999, all of the
Company's reverse repurchase agreements were fixed-rate term reverse repurchase
agreements with original maturities that range from three months to one year.
The Company has borrowing arrangements with ten different financial institutions
and on September 30, 1999, had borrowed funds under reverse repurchase
agreements with  eight of these firms. Because the Company borrows money based
on the fair value of its MBS and because increases in short-term interest rates
can negatively impact the valuation of MBS, the Company's borrowing ability
could be limited and lenders may initiate margin calls in the event short-term
interest rates increase or the value of the Company's MBS declines for other
reasons.  During the quarter ended September 30, 1999, the Company had adequate
cash flow, liquid assets and unpledged collateral with which to meet its margin
requirements during the period. Further, the Company believes it will continue
to have sufficient liquidity to meet its future cash requirements from its
primary sources of funds for the foreseeable future without needing to sell
assets. Nevertheless, there can be no assurance that the uncertainties which
surround the coming year-end will not cause disruptions in the credit markets
which could cause the Company to experience higher costs of funds or,
ultimately, a need to sell assets due to a lack of liquidity.

STOCKHOLDERS' EQUITY

The Company uses "available-for-sale" treatment for its Mortgage-Backed
Securities; these assets are carried on the balance sheet at fair value rather
than historical amortized cost.  Based upon such "available-for-sale" treatment,
the Company's equity base at September 30, 1999 was $16.7 million, or $7.33 per
share.   If the Company had used historical amortized cost accounting, the
Company's equity base at September 30, 1999 would have been $18.8 million, or
$8.25 per share.

With the Company's "available-for-sale" accounting treatment, unrealized
fluctuations in fair values of assets do not impact GAAP or taxable income but
rather are reflected on the balance sheet by changing the carrying value of the
asset and reflecting the change in stockholders' equity under "Other
comprehensive income, unrealized gain (loss) on available for sale securities."
By accounting for its assets in this manner, the Company hopes to provide useful
information to stockholders and creditors and to preserve flexibility to sell
assets in the future without having to change accounting methods.

As a result of this mark-to-market accounting treatment, the book value and book
value per share of the Company are likely to fluctuate far more than if the
Company used historical amortized cost accounting.  As a result, comparisons
with companies that use historical cost accounting for some or all of their
balance sheet may be misleading.

                                    Page 18
<PAGE>

Unrealized changes in the fair value of Mortgage-Backed Securities have one
significant and direct effect on the Company's potential earnings and dividends:
positive mark-to-market changes will increase the Company's equity base and
allow the Company to increase its borrowing capacity while negative changes will
tend to limit borrowing capacity under the Company's Capital Investment Policy.
A very large negative change in the net market value of the Company's Mortgage-
Backed Securities might impair the Company's liquidity position, requiring the
Company to sell assets with the likely result of realized losses upon sale.
"Other comprehensive income, unrealized gain (loss) on available for sale
securities" was $(2.1) million, or (1.31)% of the amortized cost of mortgage
backed securities at  September 30, 1999.

EFFECTS OF INTEREST RATE CHANGES

The Company has invested in adjustable-rate mortgage securities.  Adjustable-
rate mortgage assets are typically subject to periodic and lifetime interest
rate caps that limit the amount an adjustable-rate mortgage securities' interest
rate can change during any given period.  Adjustable-rate mortgage securities
are also typically subject to a minimum interest rate payable.  The Company
borrowings will not be subject to similar restrictions.  Hence, in a period of
increasing interest rates, interest rates on its borrowings could increase
without limitation by caps, while the interest rates on its mortgage assets
could be so limited.  This problem would be magnified to the extent the Company
acquires mortgage assets that are not fully indexed.  Further, some adjustable-
rate mortgage assets may be subject to periodic payment caps that result in some
portion of the interest being deferred and added to the principal outstanding.
This could result in receipt by the Company of less cash income on its
adjustable-rate mortgage assets than is required to pay interest on the related
borrowings.  These factors could lower the Company's net interest income or
cause a net loss during periods of rising interest rates, which would negatively
impact the Company's liquidity and its ability to make distributions to
stockholders.

The Company intends to fund the purchase of a substantial portion of its
adjustable-rate mortgage securities with borrowings that may have interest rates
based on indices and repricing terms similar to, but of somewhat shorter
maturities than, the interest rate indices and repricing terms of the mortgage
assets.  Thus, the Company anticipates that in most cases the interest rate
indices and repricing terms of its mortgage assets and its funding sources will
not be identical, thereby creating an interest rate mismatch between assets and
liabilities.  During periods of changing interest rates, such interest rate
mismatches could negatively impact the Company's net income, dividend yield and
the market price of the Common Stock.

                                    Page 19
<PAGE>

Prepayments are the full or partial repayment of principal prior to the original
term to maturity of a mortgage loan and typically occur due to refinancing of
mortgage loans.  Prepayment rates on mortgage securities vary from time to time
and may cause changes in the amount of the Company's net interest income.
Prepayments of adjustable-rate mortgage loans usually can be expected to
increase when mortgage interest rates fall below the then-current interest rates
on such loans and decrease when mortgage interest rates exceed the then-current
interest rate on such loans, although such effects are not predictable.
Prepayment experience also may be affected by the conditions in the housing and
financial markets, general economic conditions and the relative interest rates
on fixed-rate and adjustable-rate mortgage loans underlying mortgage securities.
The purchase prices of mortgage securities are generally based upon assumptions
regarding the expected amounts and rates of prepayments.  Where slow prepayment
assumptions are made, the Company may pay a premium for mortgage securities.  To
the extent such assumptions materially and adversely differ from the actual
amounts of prepayments, the Company would experience losses.  The total
prepayment of any mortgage asset that had been purchased at a premium by the
Company would result in the immediate write-off of any remaining capitalized
premium amount and consequent reduction of the Company's net interest income by
such amount.  Finally in the event that the Company is unable to acquire new
mortgage assets to replace the prepaid mortgage assets, its financial condition,
cash flows and results of operations could be materially adversely affected.

OTHER MATTERS

As of September 30, 1999, the Company calculates its Qualified REIT Assets, as
defined in the Internal Revenue Code of 1986, as amended (the "Code"), to be
greater than  90% of its total assets, as compared to the Code requirement that
at least 75% of its total assets must be Qualified REIT Assets. The Company also
calculates that greater than 98% of its 1999 revenue qualifies for both the 75%
source of income test and the 95% source of income test under the REIT rules.
The Company also met all REIT requirements regarding the ownership of its common
stock and the distributions of its net income. Therefore, as of September 30,
1999, the Company believes that it will continue to qualify as a REIT under the
provisions of the Code.

The Company at all times intends to conduct its business so as not to become
regulated as an investment company under the Investment Company Act of 1940, as
amended (the "Investment Company Act). If the Company were to become regulated
as an investment company, then the Company's use of leverage would be
substantially reduced. The Investment Company Act exempts entities that are
"primarily engaged in the business of purchasing or otherwise acquiring
mortgages and other liens on and interests in real estate" ("Qualifying
Interests"). Under current interpretation of the staff of the SEC, in order to
qualify for this exemption, the Company must maintain at least 55% of its assets
directly in Qualifying Interests. In addition, unless certain mortgage
securities represent all of the certificates issued with respect to an
underlying pool of mortgages, such mortgage securities may be treated as
securities separate from the underlying mortgage loans and, thus, may not be
considered Qualifying Interests for purposes of the 55% requirement. The Company
calculates that it is in compliance with this requirement.

YEAR 2000

The Company is subject to risks associated with the "Year 2000" problem, a term
which refers to uncertainties about the ability of various data processing
hardware and software to interpret dates correctly as we approach the Year 2000.

                                    Page 20
<PAGE>

To address these risks the Company has implemented a plan whereby it will
evaluate its internal systems and, to a much larger extent, evaluate the
readiness of the systems used by the Company's External Counterparties.  The
Company will develop contingency plans for implementation in the event of
failure of any systems on which its business relies.

Internal Systems - Currently, the Company uses a general ledger software
application to prepare its books and records, as well as spreadsheet software to
maintain subsidiary ledgers.  Throughout the fourth quarter of 1998 and into the
first and second quarters of 1999 the Company created parallel files within
these applications to test these packages' ability to interpret the year 2000 in
various data fields on which calculations are made.  The application was found
to perform calculations correctly when computing results using dates after
December 31, 1999.

To date, the Company has not incurred any additional expense in connection with
the evaluation of internal systems.  Since the Company is externally managed,
the testing and potential software replacement referred to above should not
result in additional cost to the Company.

External Counterparties -  The Company has been communicating with its External
Counterparties regarding the state of readiness of their Year 2000 plans.
During the fourth quarter of 1998, the Company compiled a list of these
counterparties and solicited information from each one regarding their Year 2000
plans.  Many of these counterparties are prominent broker-dealers and investment
banks or government mortgage agencies who are known by the Company to be
involved in Year 2000 review processes currently being performed by securities
industry regulators (such as the New York Stock Exchange or the Securities and
Exchange Commission) and self-regulatory organizations. Over the course of the
third quarter of 1999, the Company received assurances from the transfer agent,
custodian and its External Counterparties that each of them is on schedule for
addressing the Year 2000 issues faced by their respective firms.  Nevertheless,
these counterparties acknowledge that disruptions may still occur and may still
have a negative impact on the ability of these counterparties to conduct
business as usual.

Contingency Plans - During the third quarter of 1999, the Company developed a
plan to address any potential failure in internal or external systems.  The Plan
calls for a complete reconciliation of positions as of the November 30, 1999
statements provided by the counterparties and confirmation of trades and cash
flows through the month of December 1999 so that, in the event of system
failures, positions can be recreated manually and maintained manually until such
system failures can be corrected.  The Company feels confident that it can
effectively manage this process, given its generally low volume of transactions
with counterparties.

In its normal course of business the Company relies heavily on the accurate
functioning of many computer applications.  The Company's ability to perform its
normal business functions depends heavily on the Company's ability to perform
mathematical calculations quickly and accurately and its ability to send and
receive funds quickly and accurately.  While the Company believes that
completion of its Year 2000 Plan will reduce some of the uncertainty that
currently surrounds the Year 2000 problem, the Company acknowledges that Year
2000-related breakdowns in either the internal or external systems on which the
Company depends could cause significant disruptions in the Company's operations.

                                    Page 21
<PAGE>

PART II. OTHER INFORMATION

Item 1. Legal Proceedings
At September 30, 1999, there were no pending legal proceedings to which the
Company was a party or of which any of its property was subject.

Item 2. Changes in Securities
Not applicable

Item 3. Defaults Upon Senior Securities
Not applicable

Item 4. Submission of Matters to a Vote of Security Holders
Not Applicable

Item 5. Other Information

On September 22, 1999 the Company filed with the Securities and Exchange
Commission a Prospectus describing the Company's Dividend Reinvestment and Stock
Purchase Plan.  The Prospectus relates to the offer and sale of 450,000
authorized but unissued shares of Common Stock under the Plan, of which no more
than 225,000 may be issued through the Optional and Initial Cash Purchases.

Item 6. Exhibits and Reports on Form 8-K:

(a) Exhibits
Exhibit 27 - Financial Date Schedule

(b) Reports on Form 8-K
On September 24, 1999 the Company filed with the Securities and Exchange a
report on Form 8-K announcing a change in the Company's certifying accountant.

                                    Page 22
<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,



ANWORTH MORTGAGE ASSET CORPORATION



Dated: November 12, 1999
By: /s/ Lloyd McAdams



_________________________
Lloyd McAdams
President
(authorized officer of registrant)



Dated: November 12, 1999
By: /s/ Pamela J. Watson



_________________________
Pamela J. Watson,
Chief Financial Officer and Treasurer
(principal accounting officer)

                                    Page 23