SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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, 1999

     [ ]  Transition  Report  pursuant to Section 13 or 15(d) of the  Securities
          Exchange Act of 1934.

            For the transition period from ___________ to __________

                        Commission File Number 000-27081

                      AMERICAN HOME MORTGAGE HOLDINGS, INC.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


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


                     12 East 49th Street, New York, NY 10017
--------------------------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (212) 755-8600
--------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

                  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 [ ] or No [X].

                  As of November 10, 1999, the latest  practicable  date,  there
were 7,500,000 shares of Common Stock, $.01 par value, outstanding.


<PAGE>



              AMERICAN HOME MORTGAGE HOLDINGS, INC. AND SUBSIDIARY

                        QUARTER ENDED SEPTEMBER 30, 1999
                                      INDEX


PART I-FINANCIAL INFORMATION
        Item 1.   Condensed Financial Statements
                  Consolidated Balance Sheets as of September 30, 1999
                  (unaudited) and December 31, 1998

                  Consolidated  Statements  of  Income  for the  three  and nine
                  months ended September 30, 1999  (unaudited) and September 30,
                  1998 (unaudited)

                  Consolidated  Statement of Changes in Stockholders' Equity for
                  the nine months ended September 30, 1999 (unaudited)

                  Consolidated  Statements  of Cash  Flows  for the nine  months
                  ended  September 30, 1999  (unaudited)  and September 30, 1998
                  (unaudited)

                  Notes to Consolidated Financial Statements

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

        Item 3.   Quantitative and Qualitative Disclosures about Market Risk

PART II-OTHER INFORMATION
        Item 2.   Changes in Securities and Use of Proceeds

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

        Item 5.   Other Information

        Item 6.   Exhibits and Reports on Form 8-K

SIGNATURE


                                      -2-
<PAGE>

                                    ITEM 1.

                              FINANCIAL STATEMENTS

<TABLE>
                      AMERICAN HOME MORTGAGE HOLDINGS, INC.
                           CONSOLIDATED BALANCE SHEETS
-----------------------------------------------------------------------------------------------------
<CAPTION>
                                                                    SEPTEMBER 30,
                                                                        1999             DECEMBER 31,
                                                                     (UNAUDITED)             1998
                                                                    -------------        ------------
<S>                                                                 <C>                  <C>
ASSETS

Cash and cash equivalents...................................         $2,473,994           $2,891,513
Loans held for sale, net....................................         33,168,096           34,666,863
Loans held for investment...................................            168,955               88,900
Accounts receivable.........................................          3,356,768            2,892,807
Mortgage servicing rights, net..............................             34,887               39,887
Premises and equipment, net.................................          2,199,880            1,575,154
Prepaid expenses and security deposits......................            905,907              236,810
                                                                    -----------          -----------
         Total assets.......................................        $42,308,487          $42,391,934
                                                                    ===========          ===========

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES
Warehouse lines of credit...................................        $22,880,512          $34,069,526
Drafts payable..............................................          7,932,897                   --
Income taxes payable, current and deferred..................            640,000                   --
S corporation distribution note.............................          7,805,611                   --
Accrued expenses and other..................................          2,794,665            2,297,542
                                                                    -----------          -----------
Total liabilities...........................................         42,053,685           36,367,068
                                                                    ===========          ===========

COMMITMENTS AND CONTINGENCIES

MINORITY INTEREST...........................................             15,592              100,760

STOCKHOLDERS' EQUITY:

Preferred stock, $1.00 par value per share,
   1,000,000 shares authorized,
   none issued and outstanding..............................                 --                   --
Common stock, $.01 par value per share,
   19,000,000 shares authorized,
   5,000,000 issued and outstanding.........................             50,000               50,000
Additional paid-in capital..................................            268,600              267,600
Retained earnings/(accumulated deficit).....................            (79,390)           5,606,506
                                                                    -----------          -----------
Total stockholders' equity..................................            239,210            5,924,106
                                                                    -----------          -----------
TOTAL LIABILITIES AND STOCKHOLDERS'
   EQUITY...................................................        $42,308,487          $42,391,934
                                                                    ===========          ===========
</TABLE>

See Notes to Consolidated Financial Statements.


                                      -3-
<PAGE>

<TABLE>
                      AMERICAN HOME MORTGAGE HOLDINGS, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)
--------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                          FOR THE THREE MONTHS ENDED      FOR THE NINE MONTHS ENDED
                                                         ---------------------------     ---------------------------
                                                                SEPTEMBER 30,                   SEPTEMBER 30,
REVENUES:                                                   1999            1998            1999            1998
                                                         -----------     -----------     -----------     -----------
<S>                                                      <C>             <C>             <C>             <C>
Gain on sale of mortgage loans....................        $5,015,536      $4,846,630     $15,837,750     $12,536,352
Interest income, net..............................           482,583          99,647       1,190,951         547,929
Other.............................................           330,838                         967,553         269,302
                                                         -----------     -----------     -----------     -----------
Total revenues....................................         5,828,957       4,946,277      17,996,254      13,353,583
                                                         -----------     -----------     -----------     -----------

EXPENSES:

Salaries, commissions and benefits, net...........         2,831,315       2,036,459       8,654,829       5,672,567
Marketing and promotion...........................           336,141         316,299       1,205,089         914,426
Occupancy and equipment...........................           552,826         488,671       1,575,884       1,136,867
Data processing and communications................           267,910         298,977         884,572         722,455
Provision for loss................................                 0         100,363          27,967         133,785
Other.............................................           567,928         238,075       1,670,729         952,494
                                                         -----------     -----------     -----------     -----------
Total expenses....................................         4,556,120       3,478,844      14,019,070       9,532,594
                                                         -----------     -----------     -----------     -----------

INCOME BEFORE INCOME TAXES AND MINORITY INTEREST..         1,272,837       1,467,433       3,977,184       3,820,989

PROVISION FOR INCOME TAXES........................            79,859          70,048         211,125         188,290
                                                         -----------     -----------     -----------     -----------

INCOME BEFORE MINORITY INTEREST...................         1,192,978       1,397,385       3,766,059       3,632,699

MINORITY INTEREST IN INCOME (LOSS) OF CONSOLIDATED
   JOINT VENTURE..................................          (17,159)          33,236          27,332          27,591

INCOME TAX EXPENSE DUE TO CONVERSION OF "S" CORP..           625,000              --         625,000              --
                                                         -----------     -----------     -----------     -----------

NET INCOME........................................          $585,137      $1,364,149      $3,113,727      $3,605,108
                                                         ===========     ===========     ===========     ===========

Basic and diluted earnings per share..............             $0.12                           $0.62
                                                         ===========                     ===========

Weighted average number of shares outstanding.....         5,000,000                       5,000,000
                                                         ===========                     ===========

Unaudited pro forma information:
   Provision for pro forma income taxes...........           548,669         633,999       1,737,935       1,669,000
                                                         -----------     -----------     -----------     -----------

Pro forma earnings................................          $741,327        $800,198      $2,211,917      $2,124,398
                                                         ===========     ===========     ===========     ===========

Pro forma basic and diluted earnings per share....             $0.10                           $0.29
                                                         ===========                     ===========

Pro forma weighted average number of shares
   outstanding--basic                                      7,500,000                       7,500,000
                                                         ===========                     ===========

Pro forma weighted average number of shares
   outstanding--diluted............................        7,533,334                       7,533,334
                                                         ===========                     ===========
</TABLE>

See Notes to Consolidated Financial Statements.


                                      -4-
<PAGE>


<TABLE>
                      AMERICAN HOME MORTGAGE HOLDINGS, INC.
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (UNAUDITED)
-------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                                         RETAINED
                                                                        ADDITIONAL       EARNINGS/
                                                           COMMON         PAID-IN       ACCUMULATED        TOTAL
                                                           STOCK          CAPITAL         DEFICIT         EQUITY
                                                        -----------     -----------    -----------      -----------
<S>                                                     <C>             <C>            <C>              <C>
BALANCE JANUARY 1, 1996...........................          $50,000        $267,600       $402,814         $720,414

Net income........................................               --              --        606,036          606,036
                                                        -----------     -----------    -----------      -----------

BALANCE DECEMBER 31, 1996.........................           50,000         267,600      1,008,850        1,326,450

Net income........................................               --              --      2,319,314        2,319,314
Distributions.....................................               --              --     (1,072,218)      (1,072,218)
                                                        -----------     -----------    -----------      -----------

BALANCE DECEMBER 31, 1997.........................           50,000         267,600      2,255,946        2,573,546

Net income........................................               --              --      4,869,955        4,869,955
Distributions.....................................               --              --     (1,519,395)      (1,519,395)
                                                        -----------     -----------    -----------      -----------

BALANCE DECEMBER 31, 1998.........................           50,000         267,600      5,606,506        5,924,106

Net income (unaudited)............................               --              --      3,113,727        3,113,727
S corporation distribution note (unaudited).......               --              --     (7,805,611)      (7,805,611)
Distributions (unaudited).........................               --              --       (994,012)        (994,012)
Proceeds from issuance of common stock
   (unaudited)....................................               --           1,000             --            1,000
                                                        -----------     -----------    -----------      -----------

BALANCE, SEPTEMBER 30, 1999 (unaudited)...........          $50,000        $268,600       ($79,390)        $239,210
                                                        ===========     ===========    ===========      ===========
</TABLE>

See Notes to Consolidated Financial Statements.


                                      -5-
<PAGE>


<TABLE>
                      AMERICAN HOME MORTGAGE HOLDINGS, INC.
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
---------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                             FOR THE NINE MONTHS ENDED
                                                                                   SEPTEMBER 30,
                                                                          -------------------------------
                                                                              1999               1998
                                                                          ------------       ------------
<S>                                                                       <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income........................................................       $3,113,727         $3,605,108
   Adjustments to reconcile net income to net cash (used in) provided
     by operating activities:
       Gain on mortgage-related securities...........................               --            (76,088)
       Depreciation and amortization.................................          258,783            165,394
       Provision for loss............................................           27,967            133,785
       Origination of mortgage loans.................................     (894,744,878)      (819,019,293)
       Proceeds on sale of mortgage loans............................      896,215,678        805,510,387
       Proceeds on sale of equity securities, trading................               --            176,088
       Purchases of equity securities, trading.......................               --           (100,000)
       (Increase) decrease in:
         Accounts receivable.........................................         (463,961)          (936,782)
         Mortgage servicing rights...................................           (1,000)           (12,332)
         Prepaid expenses and security deposits......................         (669,097)           (33,673)
       Increase in accrued expenses and other liabilities............          497,123            288,710
       Increase in provision for current and deferred income tax.....          640,000                 --
                                                                          ------------       ------------
       Net cash provided by (used in) operating activities...........        4,874,342        (10,298,696)
                                                                          ------------       ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Sales of real estate owned, net...................................               --            186,000
   Net (purchases)/sales of loans held for investment................          (80,055)            16,041
   Net purchases of premises and equipment...........................         (877,509)          (841,274)
   (Decrease)/increase in minority interest..........................          (85,168)            77,590
                                                                          ------------       ------------
       Net cash (used in) investing activities.......................       (1,042,732)          (561,643)
                                                                          ------------       ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   (Decrease)/increase in warehouse lines of credit..................      (11,189,014)        12,900,707
   Increase in drafts payable........................................        7,932,897                 --
   Capital distribution..............................................         (994,012)        (1,444,924)
   Proceeds from issuance of capital stock...........................            1,000                 --
                                                                          ------------       ------------
       Net cash (used in) provided by financing activities...........       (4,249,129)        11,455,783
                                                                          ------------       ------------

NET (DECREASE) INCREASE IN CASH......................................         (417,519)           595,444

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD.......................        2,891,513          2,057,619
                                                                          ------------       ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD.............................       $2,473,994         $2,653,063
                                                                          ============       ============

SUPPLEMENTAL DISCLOSURE-CASH PAID FOR:
   Interest..........................................................       $1,332,523         $1,437,964
   Taxes.............................................................          396,134            235,382
</TABLE>

SUPPLEMENTAL  DISCLOSURE-NON-CASH:  In September  1999, the Company  transferred
$7,805,611  from  retained  earnings  to S  corporation  distribution  note upon
termination of the Company's S corporation tax status.

See Notes to Consolidated Financial Statements.


                                      -6-
<PAGE>


                      AMERICAN HOME MORTGAGE HOLDINGS, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1-BASIS OF PRESENTATION
----------------------------
The accompanying unaudited interim consolidated financial statements of American
Home Mortgage  Holdings,  Inc. and its subsidiary,  American Home Mortgage Corp.
("American Home Mortgage")  (collectively the "Company") reflect all adjustments
which,  in the opinion of management,  are necessary for a fair  presentation of
the results of the interim  periods  presented.  All such  adjustments  are of a
normal recurring  nature.  All intercompany  accounts and transactions have been
eliminated.  Operating  results for the nine months ended September 30, 1999 are
not necessarily indicative of the results that may be expected for the full year
ended December 31, 1999.

The  unaudited  interim  consolidated  financial  statements  should  be read in
conjunction with the Company's  audited  consolidated  financial  statements and
notes  thereto for the year ended  December 31, 1998  included in the  Company's
Registration  Statement  on Form S-1  (Registration  No.  333-82409),  effective
September 30, 1999.

NOTE 2-INITIAL PUBLIC OFFERING AND RELATED MATTERS
--------------------------------------------------
On October 6, 1999,  the Company  completed  its initial  public  offering  (the
"Offering") of 2.5 million  shares of common stock,  $.01 par value (the "Common
Stock"),  at a price of $6.00 per share.  The net  proceeds  from the  Offering,
after deducting the  distribution  under the S Corporation  Note dated September
28, 1999 (the "S Corporation  Note") and underwriting  discounts and expenses in
connection  with the  issuance  of the  Common  Stock  were  approximately  $4.7
million.

The  Company's  September  30, 1999  Balance  Sheet  reflects  the  following in
connection with the Offering:  the  establishment  of the S Corporation  Note of
approximately $7.8 million; and the establishment of a deferred tax liability of
$625,000 in  connection  with the  termination  of the  Company's S  corporation
status.

NOTE 3-INCOME TAXES
-------------------
Prior to September  29, 1999,  the Company was treated as an S  corporation  for
income tax  purposes.  Effective  September  29, 1999,  the Company  changed its
income tax  treatment to a C  corporation.  Income tax expense of  approximately
$80,000 and  $211,000 has been  recorded  for the third  quarter and nine months
ending  September 30, 1999,  respectively.  Pro forma income tax provisions have
been presented as if the Company was taxable as a C corporation  for Federal and
state income tax purposes for all periods presented.

The pro forma financial information has been presented to show the effect on the
historical  results of  operations  of the  Company  had it been  treated as a C
corporation for Federal and state income tax purposes as of the beginning of the
earliest  period  presented.  The pro forma  earnings  do not include a $625,000
non-cash, non-recurring tax expense relating to the Company's conversion from an
S  corporation  to a C  corporation.  The pro forma  earnings per share has been
presented as if the shares issued at the time of the Offering  were  outstanding
as of the beginning of each period.

                                      -7-
<PAGE>

NOTE 4-EARNINGS PER SHARE
-------------------------
Basic  earnings  per  share is based on the  weighted  average  number of shares
outstanding  and  excludes  the  dilutive  effect of common  stock  equivalents.
Diluted  earnings  per share is based on the weighted  average  number of shares
outstanding and includes the dilutive effect of common stock equivalents.  There
was a de minimus dilutive effect as of September 30, 1999.

NOTE 5-INCORPORATION TRANSACTION
--------------------------------
On June 15,  1999,  the  Company  was formed to serve as a holding  company  for
American Home Mortgage. In conjunction with the closing of its Offering,  all of
the  issued and  outstanding  shares of stock of  American  Home  Mortgage  were
exchanged for 4,999,900 shares of the Company's Common Stock. ITEM 2.


                                      -8-
<PAGE>


                                    ITEM 2.

           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

GENERAL
-------
American Home Mortgage Holdings, Inc. and its subsidiary, American Home Mortgage
Corp.  ("AHM")  (collectively  the  "Company") is a leading  independent  retail
mortgage  banking company  primarily  engaged in the business of originating and
selling  residential  mortgage  loans.  The  Company  offers  a broad  array  of
residential   mortgage  products  targeted   primarily  to   high-credit-quality
borrowers   over  the   Internet,   as  well  as  through   its  145   primarily
commission-compensated  loan  originators.  AHM operates from 16 loan offices in
the New York metropolitan area and 5 other eastern states.  The Company operates
primarily  as a mortgage  banker,  underwriting,  funding  and  selling its loan
products to more than 45 different buyers.

Since its founding in 1988, AHM has grown its  origination  volume by building a
retail  origination  network  through the expansion of its branch office network
and the addition of sales  personnel.  The Company has  maintained  its focus on
purchase  rather than refinance  transactions  by  concentrating  its marketing,
advertising  and  personnel  resources on lending to home buyers  rather than to
home owners seeking to refinance their mortgage loans.

Since  January  1999,  the  Company's  growth  has been  further  fueled  by the
marketing of its mortgage  products  over the  Internet.  Internet  originations
totaled $42.0  million  during the third  quarter,  an increase of 142% over the
second  quarter of 1999,  bringing  year-to-date  Internet  originations  to $66
million.  Mortgage  products are originated  online through  arrangements with a
number of popular  Web sites and through the  Company's  MortgageSelect.com  Web
site.

The Company  generates  revenues  through the origination and subsequent sale of
loans.  These  revenues  are  made up of gain on  sale of  mortgage  loans,  net
interest income and other income. Gain on sale consists of the net gain realized
upon the sale of the mortgage loan and its related servicing rights.  Such sales
typically take place within 40 days of  origination.  Gain on sale also includes
loan-related fees consisting of application,  document  preparation,  commitment
and processing fees paid by borrowers and certain direct loan origination costs.
Net interest income is the difference  between interest  received by the Company
on  mortgage  loans held for sale and  interest  paid by the  Company  under its
credit  facilities.  Other  income  is  primarily  a result of  periodic  volume
incentive bonuses received from loan buyers.

Expenses largely consist of salaries,  portions of commissions and benefits paid
to employees;  marketing and promotion expenses;  occupancy and equipment costs;
data  processing  and  communication  costs;  and other  expenses  which include
underwriting fees, office supplies,  travel,  professional fees and insurance. A
substantial portion of these expenses is variable in nature. Commissions paid to
loan   originators   are  100%  variable  and  primarily   included  within  the
determination of gains on sales of loans.  Other salaries and benefits fluctuate
quarterly  based  on the  Company's  assessment  of the  appropriate  levels  of
non-sales staffing,  which correlates to the current and projected level of loan
origination volume.

                                      -9-
<PAGE>

INITIAL PUBLIC OFFERING
-----------------------
On June 15, 1999, the Company was formed to serve as a holding  company for AHM.
In conjunction with the closing of its initial public offering (the "Offering"),
all of the issued and  outstanding  shares of common stock of AHM were exchanged
for 4,999,900 shares of the Company's common stock.

On October 6, 1999, the Company  completed its Offering of 2.5 million shares of
common stock at a price of $6.00 per share.  The  Company's  September  30, 1999
Balance  Sheet  reflects the  following in  connection  with the  Offering:  the
increase in common stock and additional  paid-in-capital  in connection with the
shares sold in the Offering; the establishment of an S corporation  distribution
note of  approximately  $7.8 million;  and the  establishment  of a deferred tax
liability of $625,000 in  connection  with the  termination  of the  Company's S
corporation status.

Prior to September 29, 1999, the Company was an S corporation  for tax purposes.
As of September 29, 1999, the Company has elected C corporation  status.  Income
tax expense of  approximately  $65,000 and  $196,000  has been  recorded for the
third quarter and nine months ending  September  30, 1999,  respectively.  A pro
forma income tax provision has been presented as if the Company was taxable as a
C  corporation  for  Federal  and state  income  tax  purposes  for all  periods
presented,  excluding the effect of the $625,000  deferred  income tax liability
resulting from the change in income tax status.


                                      -10-
<PAGE>


RESULTS OF OPERATIONS
---------------------
The  following  table  sets  forth   information   derived  from  the  Company's
Consolidated Statements of Income expressed as a percentage of total revenues:

<TABLE>
<CAPTION>
                                                               FOR THE THREE MONTHS ENDED     FOR THE NINE MONTHS ENDED
                                                                     SEPTEMBER 30,                  SEPTEMBER 30,
                                                              ----------------------------   ---------------------------
                                                                  1999            1998           1999           1998
                                                              ------------    ------------   ------------   ------------
<S>                                                           <C>             <C>            <C>            <C>
REVENUES

Gain on sale of mortgage loans............................        86.0%           98.0%          88.0%          93.9%
Interest income, net......................................         8.3             2.0            6.6            4.1
Other.....................................................         5.7            --              5.4            2.0
                                                              ------------    ------------   ------------   ------------
Total revenues............................................       100.0           100.0          100.0          100.0
                                                              ------------    ------------   ------------   ------------

EXPENSES

Salaries, commissions and benefits, net...................        48.6            41.2           48.1           42.5
Marketing and promotion...................................         5.8             6.4            6.7            6.9
Occupancy and equipment...................................         9.5             9.9            8.7            8.5
Data processing and communications........................         4.6             6.0            4.9            5.4
Provision for loss........................................        --               2.0             .2            1.0
Other.....................................................         9.7             4.8            9.3            7.1
                                                              ------------    ------------   ------------   ------------
Total expenses............................................        78.2            70.3           77.9           71.4
                                                              ------------    ------------   ------------   ------------

Income before income taxes and minority interest..........        21.8            29.7           22.1           28.6
Minority interest in income (loss) of consolidated joint
   venture................................................         (.3)             .7             .1             .2
Provision for income taxes................................         1.4             1.4            1.2            1.4
Income tax expense due to conversion of "S" Corp..........        10.7            --              3.5           --
                                                              ------------    ------------   ------------   ------------

Net income................................................        10.0%           27.6%          17.3%          27.0%
                                                              ============    ============   ============   ============

Provision for pro forma income taxes(1)...................         9.4            12.8            9.7           12.5
                                                              ------------    ------------   ------------   ------------

Pro forma net income(1)...................................        12.7%           16.2%          12.3%          15.9%
                                                              ============    ============   ============   ============
</TABLE>


THREE  MONTHS  ENDED  SEPTEMBER  30,  1999  COMPARED TO THE THREE  MONTHS  ENDED
--------------------------------------------------------------------------------
SEPTEMBER 30, 1998
------------------

REVENUES
--------
Revenues for the quarter  were $5.8 million in 1999  compared to $4.9 million in
1998,  an increase of 17.8%.  The  increase was a result of greater net interest
income and volume incentive bonuses.

Gain on sale increased by 3.5% to $5.0 million from $4.8 million a year earlier,
generally a result of slightly improved margins. Loans sold in the third quarter
of 1999 were $337.1  million  compared to $365.0 million in the third quarter of
1998. The Company's focus remained on


------------------
(1) The pro forma provision  for income taxes and  earnings  does not  include a
$625,000 non-cash, non-recurring tax expense related to the Company's conversion
from an S corporation to a C corporation.


                                      -11-
<PAGE>


purchase  transactions as 83% of  originations  were made to home buyers for the
three month period ended September 30, 1999 versus 66% for the comparable period
last year.

Net interest income  increased to $483,000 from $100,000 a year ago, an increase
of 384.3%. The increase resulted from more efficient cash management,  including
the  implementation of sweep accounts which use existing cash balances overnight
to reduce outstanding borrowings.

Other income was  $331,000  for the quarter  compared to no income for the third
quarter of 1998.  Other income primarily  consists of volume  incentive  bonuses
received from loan  purchasers.  These bonus  payments are earned and recognized
when the Company  achieves  volume  targets  specified in agreements  with these
purchasers.

EXPENSES
--------
Salaries,  commissions and benefits increased by 39.0% to $2.8 million from $2.0
million a year  earlier.  The  increase  was  generally  a result  of  increased
staffing levels primarily in our Internet division. Total personnel increased to
344 from 255 at September 30, 1998.  Included in these staffing  numbers are 145
and 71 sales personnel for 1999 and 1998, respectively.

Marketing and promotion  expenses increased by 6.3% to $336,000 from $316,000 in
the third quarter of 1998.  Increased  advertising  expense in support of retail
operations accounted for the increase.

Occupancy  and  equipment  costs  increased by 13.1% to $553,000 for the current
quarter  from  $489,000  in 1998.  The  increase in costs is  reflective  of the
opening  of  new  community   loan  offices  and  Internet   sites  and  greater
depreciation  charges  as a result of the  Company's  increased  investments  in
computer  networking.  As of  September  30,  1999,  the  Company  had 16 office
locations compared to 12 locations a year earlier.

Data processing and communications  decreased by 10.4% to $268,000 from $299,000
in the third quarter of 1998.  The decrease in costs reflects a vendor refund as
a result of a cost  review  that  relates  to the first six  months of the year.
Without this adjustment, costs were $358,000, representing a 19.7% increase from
the prior year. The increase,  as adjusted, is primarily a result of opening new
office locations.

Other  expenses  increased by 138.6% to $568,000  from  $238,000 in 1998.  These
expenses which consist generally of office supplies,  travel,  professional fees
and insurance have increased as a result of the Company's  Internet effort,  new
office openings and higher employment levels.

NET INCOME
----------
Net income,  before taking into account the non-cash,  non-recurring tax expense
of  $625,000  related to the  conversion  from S  corporation  to C  corporation
status, was $1.2 million versus $1.4 million a year earlier. The decrease in net
income is  reflective  of start-up  expenses  in  connection  with the  Internet
initiative.



                                      -12-
<PAGE>


NINE MONTHS ENDED SEPTEMBER 30, 1999 COMPARED TO THE NINE MONTHS ENDED SEPTEMBER
--------------------------------------------------------------------------------
30, 1998
--------

REVENUES
--------
Revenues  increased  to $18.0  million  from $13.4  million a year  earlier,  an
increase  of 34.8%.  The  increase  was a result of  greater  loan sale  volume,
increased net interest income and greater volume incentive bonuses.

Gain on sale increased by 26.3% to $15.8 million from $12.5 million for the nine
months  ended  September  30, 1998.  The  increase  was  generally a result of a
greater  amount of loan  sales.  The Company  sold $945.1  million of loans on a
year-to-date  basis  compared to $885.0  million of loans for the same period in
1998. Purchase transactions  accounted for approximately 70% of originations for
the nine month period ended September 30, 1999 compared to 64% a year ago.

Net interest  income  increased  by 117.4% to $1.2 million from  $548,000 a year
ago. The increase  resulted from more efficient cash  management,  including the
implementation  of sweep accounts which use existing cash balances  overnight to
reduce outstanding borrowings.

Other income increased by 259.3% to $968,000 year-to-date from $269,000 in 1998.
Other income consists  primarily of volume incentive  bonuses received from loan
purchasers.  These bonus  payments  are earned and  recognized  when the Company
achieves volume targets specified in agreements with these purchasers.

EXPENSES
--------
Salaries,  commissions and benefits increased by 52.6% to $8.7 million from $5.7
million last year. The increase was a result of greater commissions paid related
to increased loan origination  volume and increased  staffing levels required to
support greater loan activity.

Marketing  and  promotion  expenses  increased  by  31.8% to $1.2  million  from
$914,000 a year earlier.  The increase is primarily  attributable to advertising
and  promotional  expenses in connection with new community loan office openings
and Internet sites.

Occupancy  and  equipment  costs  increased  by 38.6% to $1.6  million from $1.1
million in 1998.  The  increase  in costs is  reflective  of the  opening of new
community loan offices and Internet sites and greater  depreciation charges as a
result of the Company's increased investments in computer networking.

Data processing and communications  increased by 22.4% to $885,000 from $722,000
a year ago. The increase is primarily a result of greater activity and resultant
headcount increases as well as opening new community loan offices.

Other expenses increased by 75.4% to $1.7 million from $952,000.  These expenses
consist generally of underwriting  fees, office supplies,  travel,  professional
fees and  insurance  and have  increased as a result of the  Company's  Internet
effort, new office openings and higher employment levels.

NET INCOME
----------
Net income,  before taking into account the non-cash,  non-recurring tax expense
of  $625,000  related to the  conversion  from S  corporation  to C  corporation
status, was $3.7 million versus $3.6 million last year.


                                      -13-
<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
-------------------------------
The Company  has a warehouse  facility  with First Union  National  Bank for $40
million.  This facility is secured by the mortgages that the Company  originates
and certain  other assets.  Loans bear interest at rates that vary  depending on
the type of underlying  loan, and these loans are subject to sublimits,  advance
rates and terms that vary depending on the type of underlying loan and the ratio
of  the  Company's  liabilities  to  tangible  net  worth.  The  Company  is  in
negotiations to replace this facility with a new $60 million warehouse  facility
that will be agented by First Union.

In addition to the First Union warehouse facility,  the Company has purchase and
sale agreements with Fannie Mae,  Greenwich  Capital Financial  Products,  Inc.,
Prudential  Securities  Funding Corp.  and Paine Webber Real Estate  Securities,
Inc. Pursuant to these  arrangements,  the Company obtains  commitments from the
ultimate  buyer to purchase our loans.  These loans are then sold  together with
the commitment from the end investor to one of the four institutions  above, who
subsequently take  responsibility for consummating the final transaction.  These
agreements  allow the Company to accelerate  the sale of mortgage loan inventory
resulting in a more effective use of the warehouse facility.

For the nine months ended  September  30, 1999,  net cash  provided by (used in)
operating,  investing and financing activities was $4.9 million,  $(1.0) million
and $(4.2) million  respectively.  Net cash provided by operating activities was
primarily  due to net  income,  an excess of loan  sales over  originations,  an
increase in accrued expenses and provision for taxes. Net cash used in investing
activities  was primarily due to the purchase of furniture  and  equipment.  Net
cash used in financing  activities was a result of a decrease in warehouse lines
of credit which are collateral for mortgage loans held for sale.

For the comparable  period a year ago, net cash provided by (used in) operating,
investing and financing activities was $(10.3) million,  $(.6) million and $11.5
million  respectively.  Net cash used in operating  activities  was  primarily a
result of loan  originations  exceeding  loan sales.  Net cash used in investing
activities  was primarily due to the purchase of furniture  and  equipment.  Net
cash provided by financing  activities  was a result of an increase in warehouse
lines of credit.

The  Company  realized  net  proceeds of  approximately  $4.7  million  from the
Offering which was completed on October 6, 1999.

NEW ACCOUNTING PRONOUNCEMENTS
-----------------------------
In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  ("SFAS") No. 133,  "Accounting  for Derivative
Instruments  and  Hedging   Activities."   This  statement   requires  that  all
derivatives  be carried on the balance  sheet at fair value and that  changes in
the fair value of  derivatives  be recognized in income when they occur,  unless
the  derivatives  qualify  as  hedges  in  accordance  with the  standard.  If a
derivative  qualifies as a hedge,  a company can elect to use hedge  accounting.
The type of accounting to be applied varies depending upon whether the nature of
the  exposure  that is being hedged is  classified  as one of three hedged risks
defined in the statement:  change in fair value, change in cash flows and change
in  foreign-currency.  This  statement's  implementation  has been delayed to be
effective for all fiscal  quarters of fiscal years beginning after June 15, 2000
and cannot be


                                      -14-
<PAGE>


applied  retroactively.  The Company has not yet  determined the impact SFAS No.
133 will have on its  financial  position  or results of  operations  after this
statement is adopted.

In October 1998, the Financial  Accounting  Standards Board issued SFAS No. 134,
"Accounting for Mortgage-Backed  Securities Retained after the Securitization of
Mortgage Loans Held for Sale by a Mortgage Banking  Enterprise." SFAS No. 134 is
effective for the first fiscal  quarter  beginning  after December 15, 1998. The
adoption  of SFAS  No.  134 did not  have a  material  impact  on the  Company's
financial position or its results of operations.

In March 1998, the American  Institute of Certified  Public  Accountants  issued
Statement  of Position  98-1,  "Accounting  for the Costs of  Computer  Software
Developed  for  Internal  Use" ("SOP  98-1"),  which will become  effective  for
financial statements for calendar year 1999, with early adoption encouraged. SOP
98-1  requires the  capitalization  of eligible  costs of  specified  activities
related to computer software developed or obtained for internal use. The Company
does not believe that the adoption of this statement will have a material impact
on its financial condition or results of operations.

YEAR 2000 COMPLIANCE
--------------------
Many  existing  computer  programs  use only 2 digits to identify a year.  These
programs  were  designed  and  developed  without  addressing  the impact of the
upcoming  change  in  century.   If  not  corrected,   many  computer   software
applications  could fail or create erroneous results by, at or beyond,  the Year
2000.  The Company is at risk if any of the  information  technology  systems on
which it  depends  are not Year  2000  compliant.  Potential  areas of  exposure
include  business-critical  computerized applications relating to, among others,
loan  origination,   servicing,  hedging,  payroll,  financing,  accounting  and
financial reporting.

Most, if not all, of the Company's  computer  hardware and software is less than
two years old and has been certified as Year 2000  compliant.  In addition,  all
hardware and  business-function  and  networking  software  platforms  have been
tested using commercially available diagnostics programs. Based on this testing,
the Company  believes that these  hardware and software  platforms are Year 2000
compliant in all material respects.  Accordingly,  the Company believes that its
exposure  to Year  2000-related  hardware  and  software  problems  will  not be
significant.  The  Company  expects to resolve any  further  internal  Year 2000
readiness  issues  primarily  through  normal  upgrades  or  replacement  of its
existing software.  The New York State Banking Department has recently certified
that the Company is Year 2000 compliant.

The Company has requested third party providers,  vendors, suppliers,  financial
institutions  and  customers  that are material to its  operations to certify in
writing that they are Year 2000 compliant. Responses have been received from the
supplier  of the  Company's  main  software  platform  and from  several  of the
financial  institutions to which it sells loans.  Based on these responses,  the
Company believes that these institutions comply with Year 2000 requirements. The
Company is unable to predict whether Year 2000 issues will affect the operations
of its customers, suppliers, vendors or the remaining financial institutions. If
any of these  third  party  providers  are  adversely  affected by the Year 2000
issue, the Company's  operations could incur  substantial  interruptions and its
business and financial condition could be materially adversely affected.


                                      -15-
<PAGE>

The costs of upgrades or  replacements  are  included in the  Company's  capital
budget and it does not expect them to be material to its  financial  position or
results of operations.  To date,  significant expenses have not been incurred to
ensure Year 2000 readiness.  The Company estimates that the total cost to become
Year 2000 compliant will not exceed $25,000.

The Company has a  contingency  plan in place in the event any  unforeseen  Year
2000 problems occur. The plan addresses hardware, software and Internet back-up.

FORWARD-LOOKING STATEMENTS
--------------------------
This Form 10-Q  contains  "forward-looking  statements"  within  the  meaning of
Section 27A of the  Securities  Act of 1933, as amended,  and Section 21E of the
Securities Exchange Act of 1934, as amended, which are intended to be covered by
the safe harbors created  thereby.  The words "plan,"  "believe,"  "anticipate,"
"estimate," "expect," "objective,"  "projection,"  "forecast," "goal" or similar
words are  intended  to identify  forward-looking  statements.  Such  statements
involve  risks and  uncertainties  that exist in the  Company's  operations  and
business  environment  that could render actual outcomes and results  materially
different than predicted. The Company's forward-looking  statements are based on
assumptions  about  many  factors,   including,  but  not  limited  to,  general
volatility of the capital markets;  changes in the real estate market,  interest
rates or the  general  economy  of the  markets in which the  Company  operates;
economic,  technological or regulatory changes affecting the use of the Internet
and changes in  government  regulations  that are  applicable  to the  Company's
regulated brokerage and property management businesses.  These and other factors
are more fully discussed in the Company's  prospectus  filed with the Securities
and  Exchange  Commission  as part of its  Registration  Statement  on Form  S-1
(Registration  No.  333-82409).  While the Company believes that its assumptions
are  reasonable at the time  forward-looking  statements  were made, it cautions
that it is  impossible  to predict the actual  outcome of numerous  factors and,
therefore,   readers  should  not  place  undue  reliance  on  such  statements.
Forward-looking  statements  speak  only as of the date they are  made,  and the
Company  undertakes  no  obligation  to update such  statements  in light of new
information or future events.


                                    ITEM 3.
           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Movements  in  interest  rates can pose a major risk to the  Company in either a
rising or declining  interest rate environment.  When interest rates rise, loans
held for sale and any  applications  in process with locked-in rates decrease in
value.  To  preserve  the value of such loans or  applications  in process  with
locked-in rates,  agreements are executed for mandatory loan sales to be settled
at future dates with fixed prices. These sales take the form of forward sales of
mortgage-backed securities.

When  interest  rates  decline,  fallout  may  occur  as a result  of  customers
withdrawing their applications.  In those instances, the Company may be required
to purchase  loans at current market prices to fulfill  existing  mandatory loan
sale  agreements,  thereby  incurring  losses  upon sale.  The  Company  uses an
interest  rate  hedging  program to manage these  risks.  Through this  program,
mortgage-backed  securities  are  purchased  and sold  forward  and  options are
acquired on mortgage and treasury securities.


                                      -16-
<PAGE>

The board of directors establishes thresholds which limit exposure to such risk.
An analysis is performed  daily to determine  the risk  exposure  under  various
interest  rate  scenarios  and such risk is managed  by  executing  the  program
discussed  above.  All  derivatives  are  obtained  for  hedging  (or other than
trading) purposes,  and management  evaluates the effectiveness of the hedges on
an on-going basis.

The  following   table   summarizes   the  Company's   interest  rate  sensitive
instruments:

<TABLE>
<CAPTION>
                                                   SEPTEMBER 30, 1999                    DECEMBER 31, 1998
                                            -------------------------------      -------------------------------
                                            NOTIONAL AMOUNT      FAIR VALUE      NOTIONAL AMOUNT      FAIR VALUE
                                            ---------------      ----------      ---------------      ----------
<S>                                         <C>                 <C>              <C>                 <C>
Instruments:
Commitments to fund mortgages at
   locked-in rates...................        $171,231,781        $2,827,510        $122,430,687       $2,075,471
Forward delivery commitments.........         102,520,000        (2,100,739)         79,841,139         (215,571)
Option contracts to buy securities...           9,000,000                --           4,000,000               --
</TABLE>

In the  event  that the  Company  does not  deliver  into the  forward  delivery
commitments or exercise its option contracts,  the instruments can be settled on
a net basis.  Net  settlement  entails  paying or receiving  cash based upon the
change  in  market  value  of the  existing  instrument.  All  forward  delivery
commitments  and option  contracts  to buy  securities  are to be  contractually
settled within six months of the balance sheet date.

The following  methods and assumptions are used in estimating fair values of the
aforementioned financial instruments:

                  Fair value  estimates are made as of a specific  point in time
                  based on  estimates  using  present  value or other  valuation
                  techniques.  These techniques  involve  uncertainties  and are
                  significantly   affected  by  the  assumptions  used  and  the
                  judgments  made  regarding  risk  characteristics  of  various
                  financial  instruments,  discount  rates,  estimates of future
                  cash  flows,  future  expected  loss  experience,   and  other
                  factors.

                  Changes in assumptions can significantly  affect the Company's
                  estimates  and the resulting  fair values.  Derived fair value
                  estimates cannot be substantiated by comparison to independent
                  markets and, in many cases, cannot be realized in an immediate
                  sale of the  instrument.  Also, as a result of  differences in
                  methodologies  and  assumptions  used to estimate fair values,
                  the  Company's  fair values should not be compared to those of
                  other companies.

                  The fair value of commitments to fund with locked-in rates are
                  estimated using the fees and rates currently  charged to enter
                  into similar  agreements,  taking into  account the  remaining
                  terms of the  agreements and the present  creditworthiness  of
                  the  counterparties.  For fixed  rate loan  commitments,  fair
                  value also considers the


                                      -17-
<PAGE>


                  difference  between  current  market  interest  rates  and the
                  existing committed rates.

                  The fair value of these instruments is estimated using current
                  market prices for dealer or investor  commitments  relative to
                  existing positions.

The  Company's   hedging   program   contains  an  element  of  risk  since  the
counterparties  to its  mortgage  and treasury  securities  transactions  may be
unable  to meet  their  obligations.  While  the  Company  does  not  anticipate
nonperformance by any counterparty,  it is exposed to potential credit losses in
the event that the counterparty fails to perform. The exposure to credit risk in
the event of default by a counterparty  is the  difference  between the contract
and the current  market  price.  This credit risk is  minimized  by limiting the
counterparties  to  well-capitalized  banks  and  securities  dealers  who  meet
established credit and capital guidelines.


                                      -18-
<PAGE>


                            PART II-OTHER INFORMATION

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS
--------------------------------------------------

(A)      CHANGES IN CERTIFICATE OF INCORPORATION AND BY-LAWS
         ---------------------------------------------------

Prior to the Offering,  the Company's  Board of Directors  approved the Restated
Certificate of Incorporation which, among other things, (1) increases the number
of shares of  authorized  stock to 20 million,  including  19 million  shares of
common  stock,  par value  $0.01 per share,  and 1 million  shares of  preferred
stock, par value $1.00 per share, (2) provides for a Board of Directors  divided
into three  classes,  with each  director  serving a staggered  three-year  term
ending on the first,  second or third succeeding  annual meeting of stockholders
of the  Company,  (3) provides  indemnification  to the  Company's  officers and
directors to the fullest extent  authorized or permitted by law and (4) provides
that any action  required or  permitted to be taken by the  stockholders  of the
Company must be effected at an annual or special meeting of the stockholders and
that the  stockholders  cannot  consent in writing to the taking of any  action.
Prior to the  Offering,  the  Company's  Board of  Directors  also  approved the
Company's Amended and Restated By-Laws.

(C)      SALES OF UNREGISTERED SECURITIES
         --------------------------------

Immediately  prior  to the  Offering,  the sole  stockholder  of  American  Home
Mortgage  Corp.  exchanged  all of his shares of common  stock of American  Home
Mortgage  Corp.  for an  aggregate  of  4,999,900  shares of common stock of the
Company.

(D)      USE OF PROCEEDS
         ---------------

On October 6, 1999,  the Company  completed the Offering of 2,500,000  shares of
common stock at a price of $6.00 per share for gross  proceeds to the Company of
$15.0 million.  The Offering was  underwritten  by a group of  underwriters  for
which Friedman Billings Ramsey and Advest, Inc. (the  "Underwriters")  served as
representatives.  The effective date of the Company's  Registration Statement on
Form S-1  (Registration  No.  333-82409)  in  connection  with the  Offering was
September 30, 1999. The Offering closed on October 6, 1999 after the sale of all
the securities registered.


                                      -19-
<PAGE>


The following  table provides  information  concerning  the estimated  amount of
expenses  incurred for the  Company's  account in  connection  with the Offering
through November 10, 1999:

<TABLE>
<CAPTION>
                                                                                PAYMENTS TO            PAYMENTS
                                                                              "AFFILIATES"(1)          TO OTHERS
                                                                            ---------------        ---------------
<S>                                                                         <C>                    <C>
Underwriting discounts and commissions.................................     $            --             $1,012,365
Finder's fees..........................................................                  --                     --
Expenses paid to or for underwriters...................................                  --                448,509
Other expenses.........................................................                  --              1,026,881
                                                                            ---------------        ---------------
Total expenses.........................................................     $            --             $2,487,755
                                                                            ===============        ===============
</TABLE>

The  estimated net Offering  proceeds to the Company  after  deducting the total
estimated  expenses  described above and the S Corporation Note is $4.7 million.
The  following  table  provides  information  concerning  the  amount of the net
Offering  proceeds  to the  Company  used  for the  following  purposes  through
November 10, 1999:

<TABLE>
<CAPTION>
                                                                                PAYMENTS TO            PAYMENTS
                                                                              "AFFILIATES"(1)          TO OTHERS
                                                                           -------------------    ------------------
<S>                                                                        <C>                    <C>
Construction of plant, building and facilities........................     $                --    $               --
Purchase and installation of machinery and equipment..................                      --                    --
Purchases of real estate..............................................                      --                    --
Acquisition of other business(es).....................................                      --                    --
Repayment of indebtedness, including credit facilities................                      --                    --
Working capital.......................................................                      --             4,668,999
Temporary investment..................................................                      --                    --
Other purposes (S corporation distribution)...........................               7,805,611                    --
                                                                           -------------------    ------------------

         Total uses...................................................     $         7,805,611    $        4,668,999
                                                                           ===================    ==================
</TABLE>

(1)      Affiliates  represent  directors  and officers of the Company and their
         associates,  persons  owning ten percent or more of any class of equity
         securities of the Company and other affiliates of the Company.


                                      -20-
<PAGE>

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

Prior to the  Offering,  the  Company's  sole  stockholder,  pursuant to written
consents  dated June 15, 1999 and August 16, 1999,  (1)  approved the  Company's
Restated  Certificate of  Incorporation,  (2) elected  Robert E. Burke,  Leonard
Schoen,  Jr., Joseph P. Bryant and C. Cathleen Raffaeli to serve as directors of
the  Company  and  Michael  Strauss to  continue  to serve as a director  of the
Company,  effective  upon  consummation  of the  Offering,  and (3) approved the
Company's 1999 Omnibus Stock Incentive Plan.

ITEM 5.  OTHER INFORMATION
--------------------------

SUBMISSION OF STOCKHOLDER PROPOSALS FOR THE 2000 ANNUAL MEETING
---------------------------------------------------------------

The Company's 2000 Annual Meeting of  Stockholders  is expected to be held on or
about April 27, 2000. In accordance with Rule 14a-8 promulgated  pursuant to the
Securities Exchange Act of 1934, as amended,  any stockholder proposal submitted
for  inclusion  in the  proxy  material  to be  distributed  by the  Company  in
connection  with the 2000 Annual  Meeting must be received by the Company at its
principal  executive  office,  12 East 49th  Street,  New York,  New York 10017,
Attention: Secretary, by no later than December 1, 1999.

In addition, in accordance with Article II, Section 7 and Article III, Section 2
of the  Company's  Amended and  Restated  By-Laws,  written  notice of any other
matter (including nominations of persons for election to the Board of Directors)
which a  stockholder  may wish to raise at the 2000 Annual  Meeting  (other than
stockholder  proposals  submitted in accordance with Rule 14a-8) must conform to
the requirements set forth in the Company's Amended and Restated By-Laws, and be
received by the Company, at the address set forth in the preceding paragraph, by
no later than  February  27,  2000.  The  persons  designated  as proxies by the
Company in  connection  with the 2000  Annual  Meeting  will have  discretionary
voting  authority with respect to any stockholder  proposal of which the Company
did not receive timely notice.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
----------------------------------------

(a)      Exhibits

3.1      Restated  Certificate of Incorporation of the Registrant  (incorporated
         by reference to Exhibit 3.1 to the Company's  Registration Statement on
         Form S-1 (Registration No. 333-82409)).

3.2      Amended  and  Restated  Bylaws  of  the  Registrant   (incorporated  by
         reference  to Exhibit 3.2 to the  Company's  Registration  Statement on
         Form S-1 (Registration No. 333-82409)).

4.1      Specimen Certificate for the Registrant's Common Stock (incorporated by
         reference  to Exhibit 4.2 to the  Company's  Registration  Statement on
         Form S-1 (Registration No. 333-82409)).


                                      -21-
<PAGE>


10.1     Employment  Agreement,  dated as of August 26, 1999,  between  American
         Home Mortgage Corp. and Michael Strauss  (incorporated  by reference to
         Exhibit  10.1 to the  Company's  Registration  Statement  on  Form  S-1
         (Registration No. 333-82409)).

10.2     Employment  Agreement,  dated as of January 6, 1989,  between  American
         Home Mortgage Corp. and Leonard  Schoen,  Jr., as amended on August 26,
         1999  (incorporated  by  reference  to  Exhibit  10.2 to the  Company's
         Registration Statement on Form S-1 (Registration No. 333-82409)).

10.3     Employment Agreement, dated as of April 14, 1999, between American Home
         Mortgage Corp. and Nicholas P. Rizzetta,  as amended on August 26, 1999
         (incorporated   by  reference   to  Exhibit   10.3  to  the   Company's
         Registration Statement on Form S-1 (Registration No. 333-82409)).

10.4     Employment Agreement,  dated as of April 3, 1997, between American Home
         Mortgage  Corp.  and  Robert  Burke,  as  amended  on August  26,  1999
         (incorporated   by  reference   to  Exhibit   10.4  to  the   Company's
         Registration Statement on Form S-1 (Registration No. 333-82409)).

10.5     Employment Agreement,  dated as of March 9, 1998, between American Home
         Mortgage  Corp.  and James P.  O'Reilly  (incorporated  by reference to
         Exhibit  10.5 to the  Company's  Registration  Statement  on  Form  S-1
         (Registration No. 333-82409)).

10.6     Employment Agreement,  dated as of July 14, 1999, between American Home
         Mortgage Holdings, Inc. and Ronald D. Taylor (incorporated by reference
         to Exhibit  10.6 to the  Company's  Registration  Statement on Form S-1
         (Registration No. 333-82409)).

10.7     1999 Omnibus Stock Incentive Plan (incorporated by reference to Exhibit
         10.7 to the Company's  Registration Statement on Form S-1 (Registration
         No. 333-82409)).

10.8     Sublease, dated as of February 1996, between Credit Suisse First Boston
         Corporation  and Michael  Strauss,  Inc.,  d/b/a American Home Mortgage
         (incorporated   by  reference   to  Exhibit   10.8  to  the   Company's
         Registration Statement on Form S-1 (Registration No. 333-82409)).

10.9     Sublease,  dated as of December 17, 1997, between Suntory International
         Corp.  and  Michael   Strauss,   Inc.,  d/b/a  American  Home  Mortgage
         (incorporated   by  reference   to  Exhibit   10.9  to  the   Company's
         Registration Statement on Form S-1 (Registration No. 333-82409)).

10.10    Mortgage Warehousing Loan and Security Agreement,  dated as of December
         8, 1998,  between First Union National Bank and Michael Strauss,  Inc.,
         d/b/a  American  Home  Mortgage  (incorporated  by reference to Exhibit
         10.10 to the Company's Registration Statement on Form S-1 (Registration
         No. 333-82409)).

10.11    Software  Licensing  Agreement,  dated  as of  July  7,  1999,  between
         American Home Mortgage  Corp.  and James P. O'Reilly  (incorporated  by
         reference to Exhibit 10.11 to the Company's  Registration  Statement on
         Form S-1 (Registration No. 333-82409)).


                                      -22-
<PAGE>


10.12    Form of Warrant  Agreement,  between  American Home Mortgage  Holdings,
         Inc.,  and  Friedman,  Billings,  Ramsey & Co., Inc.  (incorporated  by
         reference to Exhibit 10.12 to the Company's  Registration  Statement on
         Form S-1 (Registration No. 333-82409)).

10.13    Form of  Lock-up  Agreement,  between  Michael  Strauss  and  Friedman,
         Billings,  Ramsey & Co.,  Inc.  (incorporated  by  reference to Exhibit
         10.13 to the Company's Registration Statement on Form S-1 (Registration
         No. 333-82409)).

10.14    Form of Lock-up  Agreement,  between  each of  American  Home  Mortgage
         Holdings, Inc., and its Employees, Directors and Officers and Friedman,
         Billings,  Ramsey & Co.,  Inc.  (incorporated  by  reference to Exhibit
         10.14 to the Company's Registration Statement on Form S-1 (Registration
         No. 333-82409)).

10.15    Loan  Purchase  Agreement,  dated as of July 8, 1996,  between  Michael
         Strauss,  Inc., d/b/a American Home Mortgage, and Norwest Funding, Inc.
         (incorporated   by  reference  to  Exhibit   10.15  to  the   Company's
         Registration Statement on Form S-1 (Registration No. 333-82409)).

10.16    Origination  and Sales  Agreement,  dated as of July 8,  1994,  between
         American Home Mortgage Corp. and Chase Manhattan  Mortgage  Corporation
         (incorporated   by  reference  to  Exhibit   10.16  to  the   Company's
         Registration Statement on Form S-1 (Registration No. 333-82409)).

10.17    Loan Sales Agreement, dated as of March 31, 1995, between American Home
         Mortgage  Corp.  and Columbia  Federal  Savings Bank  (incorporated  by
         reference to Exhibit 10.17 to the Company's  Registration  Statement on
         Form S-1 (Registration No. 333-82409)).

10.18    Master  Agreement for the Sale and Purchase of  Mortgages,  dated as of
         April 19, 1994,  between Astoria  Federal Savings and Loan  Association
         and Michael Strauss,  Inc., d/b/a American Home Mortgage  (incorporated
         by reference to Exhibit 10.18 to the Company's  Registration  Statement
         on Form S-1 (Registration No. 333-82409)).

10.19    Mortgage  Loan  Purchase  and  Sale  Operating  Agreement,  dated as of
         February  1996,  between  Independence  Savings Bank and American  Home
         Mortgage,  Inc.  (incorporated  by  reference  to Exhibit  10.19 to the
         Company's   Registration   Statement  on  Form  S-1  (Registration  No.
         333-82409)).

10.20    Correspondent  Origination and Sales  Agreement,  dated as of April 25,
         1997,  between Dime Mortgage  Inc.,  and Michael  Strauss,  Inc.  d/b/a
         American Home Mortgage  (incorporated  by reference to Exhibit 10.20 to
         the  Company's  Registration  Statement on Form S-1  (Registration  No.
         333-82409)).

10.21    Employment  Agreement,  dated as of January 18, 1996,  between  America
         Home  Mortgage  Corp.  and Leslie E. Tao, as amended on August 26, 1999
         (incorporated   by  reference  to  Exhibit   10.21  to  the   Company's
         Registration Statement on Form S-1 (Registration No. 333-82409)).


                                      -23-
<PAGE>


10.22    Tax  Indemnification  Agreement,  by and among  American  Home Mortgage
         Holdings,  Inc.,  American  Home  Mortgage  Corp.  and Michael  Strauss
         (incorporated   by  reference  to  Exhibit   10.22  to  the   Company's
         Registration Statement on Form S-1 (Registration No. 333-82409)).

10.23    First  Amendment  of Lease,  dated as of September  30,  1999,  between
         Reckson  Operating  Partnership,  L.P., Vytra Health Plans Long Island,
         Inc. and American Home Mortgage  Corp.;  Assignment  and  Assumption of
         Lease,  dated  September  30,  1999,  between  Vytra  Health Plans Long
         Island,  Inc. and American Home Mortgage  Corp. and Agreement of Lease,
         dated October 20, 1995, between Reckson Operating Partnership, L.P. and
         ChoiceCare  Long  Island,  Inc.  (now known as Vytra  Health Plans Long
         Island, Inc.).

27       Financial Data Schedule.

(b)      Reports on Form 8-K

         There  have been no reports  on Form 8-K filed  during the nine  months
         ended September 30, 1999.


                                      -24-
<PAGE>

                                    SIGNATURE

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.


                                           AMERICAN HOME MORTGAGE HOLDINGS, INC.
                                           -------------------------------------
                                                        (Registrant)

Date:  November 15, 1999

                                           By: /S/ NICHOLAS P. RIZZETTA
                                               ---------------------------------
                                               Nicholas P. Rizzetta
                                               Chief Financial Officer



                                      -25-
<PAGE>


                      AMERICAN HOME MORTGAGE HOLDINGS, INC.

                                    FORM 10-Q

                                  EXHIBIT INDEX
                                  -------------

EXHIBIT NO.                        DESCRIPTION                              PAGE
-----------                        -----------                              ----

    3.1       Restated  Certificate of Incorporation of the Registrant
              (incorporated   by  reference  to  Exhibit  3.1  to  the
              Company's    Registration    Statement   on   Form   S-1
              (Registration No. 333-82409)).

    3.2       Amended   and   Restated   Bylaws   of  the   Registrant
              (incorporated   by  reference  to  Exhibit  3.2  to  the
              Company's    Registration    Statement   on   Form   S-1
              (Registration No. 333-82409)).

    4.1       Specimen  Certificate for the Registrant's  Common Stock
              (incorporated   by  reference  to  Exhibit  4.2  to  the
              Company's    Registration    Statement   on   Form   S-1
              (Registration No. 333-82409)).

   10.1       Employment  Agreement,  dated  as of  August  26,  1999,
              between American Home Mortgage Corp. and Michael Strauss
              (incorporated  by  reference  to  Exhibit  10.1  to  the
              Company's    Registration    Statement   on   Form   S-1
              (Registration No. 333-82409)).

   10.2       Employment  Agreement,  dated  as of  January  6,  1989,
              between American Home Mortgage Corp. and Leonard Schoen,
              Jr.,  as  amended on August 26,  1999  (incorporated  by
              reference to Exhibit 10.2 to the Company's  Registration
              Statement on Form S-1 (Registration No. 333-82409)).

   10.3       Employment  Agreement,  dated  as  of  April  14,  1999,
              between  American  Home Mortgage  Corp.  and Nicholas P.
              Rizzetta, as amended on August 26, 1999 (incorporated by
              reference to Exhibit 10.3 to the Company's  Registration
              Statement on Form S-1 (Registration No. 333-82409)).

   10.4       Employment Agreement, dated as of April 3, 1997, between
              American  Home  Mortgage  Corp.  and  Robert  Burke,  as
              amended on August 26, 1999 (incorporated by reference to
              Exhibit 10.4 to the Company's  Registration Statement on
              Form S-1 (Registration No. 333-82409)).


                                 -26-
<PAGE>


   10.5       Employment Agreement, dated as of March 9, 1998, between
              American  Home  Mortgage  Corp.  and  James P.  O'Reilly
              (incorporated  by  reference  to  Exhibit  10.5  to  the
              Company's    Registration    Statement   on   Form   S-1
              (Registration No. 333-82409)).

   10.6       Employment Agreement, dated as of July 14, 1999, between
              American  Home  Mortgage  Holdings,  Inc.  and Ronald D.
              Taylor (incorporated by reference to Exhibit 10.6 to the
              Company's    Registration    Statement   on   Form   S-1
              (Registration No. 333-82409)).

   10.7       1999  Omnibus  Stock  Incentive  Plan  (incorporated  by
              reference to Exhibit 10.7 to the Company's  Registration
              Statement on Form S-1 (Registration No. 333-82409)).

   10.8       Sublease,  dated as of  February  1996,  between  Credit
              Suisse First  Boston  Corporation  and Michael  Strauss,
              Inc.,  d/b/a  American  Home Mortgage  (incorporated  by
              reference to Exhibit 10.8 to the Company's  Registration
              Statement on Form S-1 (Registration No. 333-82409)).

   10.9       Sublease, dated as of December 17, 1997, between Suntory
              International  Corp. and Michael  Strauss,  Inc.,  d/b/a
              American  Home  Mortgage  (incorporated  by reference to
              Exhibit 10.9 to the Company's  Registration Statement on
              Form S-1 (Registration No. 333-82409)).

   10.10      Mortgage Warehousing Loan and Security Agreement,  dated
              as of December  8, 1998,  between  First Union  National
              Bank and Michael  Strauss,  Inc.,  d/b/a  American  Home
              Mortgage  (incorporated by reference to Exhibit 10.10 to
              the  Company's   Registration   Statement  on  Form  S-1
              (Registration No. 333-82409)).

   10.11      Software Licensing Agreement,  dated as of July 7, 1999,
              between  American  Home  Mortgage  Corp.  and  James  P.
              O'Reilly  (incorporated by reference to Exhibit 10.11 to
              the  Company's   Registration   Statement  on  Form  S-1
              (Registration No. 333-82409)).

   10.12      Form  of  Warrant   Agreement,   between  American  Home
              Mortgage Holdings, Inc., and Friedman,  Billings, Ramsey
              & Co., Inc.  (incorporated by reference to Exhibit 10.12
              to the  Company's  Registration  Statement  on Form  S-1
              (Registration No. 333-82409)).

   10.13      Form of Lock-up  Agreement,  between Michael Strauss and
              Friedman,  Billings, Ramsey & Co., Inc. (incorporated by
              reference to Exhibit 10.13 to the Company's Registration
              Statement on Form S-1 (Registration No. 333-82409)).


                                 -27-
<PAGE>


   10.14      Form of Lock-up Agreement, between each of American Home
              Mortgage  Holdings,  Inc., and its Employees,  Directors
              and Officers and Friedman,  Billings, Ramsey & Co., Inc.
              (incorporated  by  reference  to  Exhibit  10.14  to the
              Company's    Registration    Statement   on   Form   S-1
              (Registration No. 333-82409)).

   10.15      Loan  Purchase  Agreement,  dated  as of July  8,  1996,
              between  Michael  Strauss,  Inc.,  d/b/a  American  Home
              Mortgage,  and Norwest  Funding,  Inc.  (incorporated by
              reference to Exhibit 10.15 to the Company's Registration
              Statement on Form S-1 (Registration No. 333-82409)).

   10.16      Origination  and  Sales  Agreement,  dated as of July 8,
              1994,  between  American Home Mortgage  Corp.  and Chase
              Manhattan   Mortgage   Corporation    (incorporated   by
              reference to Exhibit 10.16 to the Company's Registration
              Statement on Form S-1 (Registration No. 333-82409)).

   10.17      Loan  Sales  Agreement,  dated  as of  March  31,  1995,
              between   American  Home  Mortgage  Corp.  and  Columbia
              Federal  Savings  Bank  (incorporated  by  reference  to
              Exhibit 10.17 to the Company's Registration Statement on
              Form S-1 (Registration No. 333-82409)).

   10.18      Master Agreement for the Sale and Purchase of Mortgages,
              dated as of April  19,  1994,  between  Astoria  Federal
              Savings and Loan Association and Michael Strauss,  Inc.,
              d/b/a American Home Mortgage  (incorporated by reference
              to Exhibit 10.18 to the Company's Registration Statement
              on Form S-1 (Registration No. 333-82409)).

   10.19      Mortgage  Loan  Purchase and Sale  Operating  Agreement,
              dated as of February 1996, between  Independence Savings
              Bank and American Home Mortgage,  Inc.  (incorporated by
              reference to Exhibit 10.19 to the Company's Registration
              Statement on Form S-1 (Registration No. 333-82409)).

   10.20      Correspondent Origination and Sales Agreement,  dated as
              of April 25,  1997,  between  Dime  Mortgage  Inc.,  and
              Michael  Strauss,  Inc.  d/b/a  American  Home  Mortgage
              (incorporated  by  reference  to  Exhibit  10.20  to the
              Company's    Registration    Statement   on   Form   S-1
              (Registration No. 333-82409)).

   10.21      Employment  Agreement,  dated as of  January  18,  1996,
              between  America Home Mortgage  Corp. and Leslie E. Tao,
              as amended on August 26, 1999 (incorporated by reference
              to Exhibit 10.21 to the Company's Registration Statement
              on Form S-1 (Registration No. 333-82409)).


                                 -28-
<PAGE>


   10.22      Tax  Indemnification  Agreement,  by and among  American
              Home  Mortgage  Holdings,  Inc.,  American Home Mortgage
              Corp. and Michael Strauss  (incorporated by reference to
              Exhibit 10.22 to the Company's Registration Statement on
              Form S-1 (Registration No. 333-82409)).

   10.23      First  Amendment  of Lease,  dated as of  September  30,
              1999, between Reckson Operating Partnership, L.P., Vytra
              Health  Plans  Long  Island,   Inc.  and  American  Home
              Mortgage Corp.; Assignment and Assumption of Lease dated
              September  30,  1999,  between  Vytra  Health Plans Long
              Island,  Inc.  and  American  Home  Mortgage  Corp.  and
              Agreement  of Lease,  dated  October 20,  1995,  between
              Reckson Operating Partnership,  L.P. and ChoiceCare Long
              Island,  Inc.  (now  known as Vytra  Health  Plans  Long
              Island, Inc.).

   27         Financial Data Schedule.


                                 -29-