SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   -----------

                                    FORM 10-K/A

[x] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934For the fiscal year ended December 31, 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 0-22342
                                   -----------

                               TRIAD GUARANTY INC.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                            56-1838519
(State or other jurisdiction of                             (I.R.S. Employer
 incorporation or organization)                             Identification No.)

                       101 SOUTH STRATFORD ROAD, SUITE 500
                       WINSTON-SALEM, NORTH CAROLINA 27104
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (336) 723-1282
                                   -----------

           Securities registered pursuant to Section 12(b) of the Act:

                                      NONE

           Securities registered pursuant to Section 12(g)of the Act:

                               Title of each class
                               -------------------
                     Common Stock, par value $.01 per share

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes /X/ No / /.

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /

The  aggregate  market  value of the voting stock held by  nonaffiliates  of the
registrant as of March 2, 2000, computed by reference to the last reported price
at which the stock was sold on such date, was $134,504,077.

The number of shares of the registrant's common stock, par value $.01 per share,
outstanding as of March 2, 2000 was 13,313,194.

Portions of the following documents                  Part of this Form 10-K into
are incorporated by reference into                   which the document is
this Form 10-K:                                      incorporated by reference:

      TRIAD GUARANTY INC.                                     PART III
      PROXY STATEMENT FOR 2000 ANNUAL MEETING
      OF STOCKHOLDERS

<PAGE>


                                    PART IV


ITEM 14        EXHIBITS, FINANCIAL STATEMENT
               SCHEDULES, AND REPORTS ON FORM 8-K.
               -----------------------------------

           (a) The following documents are filed as a part of this Report:

            2. FINANCIAL STATEMENT SCHEDULES

               (a) Triad  Guaranty  Inc.  401(k) Profit-Sharing Plan  Financial
               Statements

               The  Financial  Statement  of Triad  Guaranty  Inc.  401(k)Profit
               Sharing Plan,  together with the report  thereon of Ernst & Young
               LLP, consisting of:

               Report of Independent Auditors

               Statements of Net Assets  Available for Benefits  (Modified  Cash
               Basis)

               Statement  of  Changes  in  Net  Asset  Available  for  Benefits
               (Modified Cash Basis)

               Notes to Financial Statements

               Schedule of Assets Held for Investment Purposes at end of Year
               (Modified Cash Basis)

            3. EXHIBITS

               23.2 Consent of Ernst & Young LLP



<PAGE>



                                   SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this amendment to be signed
on its behalf by the  undersigned,  thereto duly  authorized  on the 23th day of
June 2000.

                                           TRIAD GUARANTY INC.





                                           By:/s/Michael R. Oswalt
                                           -----------------------
                                           Michael R. Oswalt
                                           Senior Vice President and Controller
                                           Principal Accounting Officer


<PAGE>


                 Financial STATEMENTS AND SUPPLEMENTAL SCHEDULE
                              (MODIFIED CASH BASIS)

                 TRIAD GUARANTY INC. 401(K) PROFIT-SHARING PLAN

           DECEMBER 31, 1999 AND 1998 AND YEAR ENDED DECEMBER 31, 1999
                       WITH REPORT OF INDEPENDENT AUDITORS1999














<PAGE>




                               Triad Guaranty Inc.
                           401(k) Profit-Sharing Plan

                 Financial Statements and Supplemental Schedule
                              (Modified Cash Basis)

           December 31, 1999 and 1998 and year ended December 31, 1999



                                    Contents

Report of Independent Auditors.................................................1

Financial Statements

Statements of Net Assets Available for Benefits (Modified Cash Basis)..........2
Statement of Changes  in Net Assets Available for Benefits
   (Modified Cash Basis).......................................................3
Notes to Financial Statements .................................................4

Supplemental Schedule

Schedule of Assets Held for Investment Purposes at End of Year
   (Modified Cash Basis).......................................................9

















<PAGE>




                         REPORT OF INDEPENDENT AUDITORS

Plan Administrator of the Triad Guaranty Inc.
    401(k) Profit-Sharing Plan

We have audited the accompanying statements of net assets available for benefits
(modified cash basis) of the Triad Guaranty Inc. 401(k)  Profit-Sharing  Plan as
of December  31,  1999 and 1998,  and the  related  statement  of changes in net
assets available for benefits  (modified cash basis) for the year ended December
31,  1999.  These  financial  statements  are the  responsibility  of the Plan's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform the audit
to obtain reasonable  assurance about whether the financial  statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting  the amounts and  disclosures in the financial  statements.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

As described in Note 2, these financial statements and the supplemental schedule
were prepared on a modified cash basis of accounting,  which is a  comprehensive
basis of accounting other than accounting  principles  generally accepted in the
United States.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, information regarding the Plan's net assets available for
benefits  (modified  cash basis) as of December  31, 1999 and 1998,  and changes
therein (modified cash basis) for the year ended December 31, 1999, on the basis
of accounting described in Note 2.

Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The accompanying  supplemental  schedule  (modified
cash basis) of assets held for investment purposes at end of year as of December
31, 1999 is presented for purposes of additional  analysis and is not a required
part of the financial  statements but is supplementary  information  required by
the  Department of Labor's Rules and  Regulations  for Reporting and  Disclosure
under the Employee  Retirement  Income  Security Act of 1974.  The  supplemental
schedule  is the  responsibility  of the  Plan's  management.  The  supplemental
schedule  (modified  cash basis) has been  subjected to the auditing  procedures
applied in our audits of the financial statements and, in our opinion, is fairly
stated in all material respects in relation to the financial statements taken as
a whole.

                                                    ERNST & YOUNG LLP
May 26, 2000


<PAGE>

                               Triad Guaranty Inc.
                           401(k) Profit-Sharing Plan

                 Statements of Net Assets Available for Benefits
                              (Modified Cash Basis)


                                               December 31
                                         1999             1998
                                      ----------------------------
Assets
Investments, at fair value            $ 4,546,891    $ 3,461,285
Cash and cash equivalents                  25,853            560
                                      ----------------------------
Net assets available for benefits     $ 4,572,744    $ 3,461,845
                                      ============================


See notes to financial statements.


















                                       2
<PAGE>



                               Triad Guaranty Inc.
                           401(k) Profit-Sharing Plan

            Statement of Changes in Net Assets Available for Benefits
                              (Modified Cash Basis)

                          Year ended December 31, 1999



Additions:
   Investment income:
     Net appreciation in
      fair value of investments         $   203,675
     Interest and dividends                 125,702
                                        --------------
                                            329,377

   Contributions:
     Participants                           718,692
     Employer                               294,996
                                        --------------
                                          1,013,688
                                        --------------
Total additions                           1,343,065

Deductions:
   Benefits paid to participants            232,166
                                        --------------
   Net increase                           1,110,899

Net assets available for benefits:
   Beginning of year                      3,461,845
                                        ==============
   End of year                          $ 4,572,744
                                        ==============


See notes to financial statements.




                                       3
<PAGE>


                               TRIAD GUARANTY INC.
                           401(K) PROFIT-SHARING PLAN

                          NOTES TO FINANCIAL STATEMENTS
                              (MODIFIED CASH BASIS)

                                DECEMBER 31, 1999


1. DESCRIPTION OF PLAN

The following  description of the Triad Guaranty Inc. 401(k) Profit-Sharing Plan
(the "Plan") provides only general information. Participants should refer to the
Plan agreement for a more complete description of the Plan's provisions.

GENERAL

The Plan is a salary  deferral  401(k)  defined  contribution  plan covering all
employees of Triad  Guaranty  Inc. and its  subsidiaries  (the  "Company" or the
"Plan Sponsor") who have at least six months of service.  The Plan is subject to
the provisions of the Employee Retirement Income Security Act of 1974 ("ERISA").
The Plan became effective November 1, 1993.

CONTRIBUTIONS

Each year,  participants may contribute up to 15% of their annual  compensation,
as defined in the Plan. However,  these elective deferral  contributions may not
exceed the dollar limitation contained in Section 402(g).  Participants may also
contribute  amounts  representing  distributions  from other  qualified  defined
benefit or defined  contribution  plans. In accordance with the Plan provisions,
the Company may match the  participant's  elective  deferral  contribution.  The
discretionary  percentage matched is determined by the Plan sponsor.  Additional
amounts may be contributed at the option of the Plan sponsor.

FORFEITURES

Forfeitures  of matching  contributions  of $4,810 and $10,606 for 1999 and 1998
were used to reduce employer contributions.

PARTICIPANT ACCOUNTS

Each  participant's  account is credited  with the  participant's  contributions
(elective   deferral   contribution)   and  allocations  of  (a)  the  Company's
contributions   and  (b)  the  Plan's   earnings.   Allocations   are  based  on
participants' compensation and account balances. A portion of forfeited balances
of  terminated  participants'  nonvested  accounts  are  allocated to the active
participants'  account  balances  as  described  above.  The  benefit to which a
participant   is  entitled  is  the  benefit  that  can  be  provided  from  the
participant's account.

                                       4
<PAGE>

                              TRIAD GUARANTY INC.
                           401(K) PROFIT-SHARING PLAN

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              (MODIFIED CASH BASIS)


1. DESCRIPTION OF PLAN (CONTINUED)

VESTING

Participants are immediately vested in their  contributions plus actual earnings
thereon.  Vesting in the Company  contribution  portion of their  accounts  plus
actual earnings  thereon is based on years of continuous  service.  Participants
are 20% vested after 1 year, 40% vested after 2 years, 60% vested after 3 years,
80% vested after 4 years and 100% vested after 5 years of service.

PARTICIPANTS LOANS

Participants  may borrow  from  their fund  accounts a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50% of their vested  account  balance.
Loan terms range from 1-5 years or up to 15 years for the  purchase of a primary
residence. The loans are secured by the balance in the participant's account and
bear interest at a rate  commensurate  with local prevailing rates as determined
quarterly  by the plan  administrator.  Principal  and  interest is paid ratably
through monthly payroll deductions.

PAYMENT OF BENEFITS

On termination of service, a participant may receive a lump-sum payment equal to
the vested value of his or her account. Upon death, disability or retirement,  a
participant  may receive either a lump-sum  payment equal to the vested value of
his or her account, or choose from several annuity options.

PLAN TERMINATION

Although  it has not  expressed  any intent to do so, the  Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan  subject  to the  provisions  of ERISA.  In the event of Plan  termination,
participants will become 100 percent vested in their accounts.

                                       5
<PAGE>

                               TRIAD GUARANTY INC.
                           401(K) PROFIT-SHARING PLAN

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              (MODIFIED CASH BASIS)


2. SUMMARY OF ACCOUNTING POLICIES

BASIS OF ACCOUNTING

The financial statements of the Plan are prepared under the modified cash method
of  accounting.  Contributions  are  recorded  when  received  and  benefits are
recorded when paid.

INVESTMENT VALUATION

The Plan's  investments  are stated at fair value.  The shares of the registered
investment  companies are valued at quoted market prices which represent the net
asset values of shares held by the Plan at year-end.  Marketable  securities are
stated at fair  value.  The  participant  loans are valued at their  outstanding
balances, which approximate their fair value.

USE OF ESTIMATES

The preparation of financial  statements  requires  management to make estimates
that affect the amounts  reported in the financial  statements and  accompanying
notes. Actual results could differ from those estimates.

RECLASSIFICATION

Certain  amounts in the 1998  financial  statements  have been  reclassified  to
conform to the 1999 presentation.

                                       6
<PAGE>
                               TRIAD GUARANTY INC.
                           401(K) PROFIT-SHARING PLAN

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              (MODIFIED CASH BASIS)


3. INVESTMENTS

The Plan's investments are held by a bank administered  trust fund.  Investments
that  represent 5 percent or more of the Plan's net assets as of December 31 are
as follows:

                                                    1999             1998
                                               -------------------------------
 Investments at fair value as determined
    by quoted market price:
      Oppenheimer Income & Growth Fund         $   513,227       $   302,039
      Oppenheimer Global Fund                      271,581           154,976
      Fidelity Growth & Income Fund                876,447           413,451
      Triad Guaranty Inc. Stock Fund             2,761,782         2,543,255

During 1999, the Plan's investments  (including  investments bought and sold, as
well as held during the period) appreciated (depreciated) in value as follows:

                                                       Net
                                                 Appreciation
                                               (Depreciation) in
                                               Fair Value During
                                                     Year
                                              ------------------

     Oppenheimer Income & Growth Fund                $  18,362
     Oppenheimer Global Fund                            75,583
     Fidelity Growth & Income Fund                      15,584
     Fidelity Bond Fund                                 (3,137)
     Triad Guaranty Inc. Stock Fund                     97,283
                                               ------------------
                                                     $ 203,675
                                               ==================


                                       7
<PAGE>
                               TRIAD GUARANTY INC.
                           401(K) PROFIT-SHARING PLAN

                    NOTES TO FINANCIAL STATEMENTS (CONTINUED)
                              (MODIFIED CASH BASIS)


4. EXEMPT PARTY-IN-INTEREST TRANSACTIONS

All  Plan  investments  are  managed  by  the  trustee,  and,  therefore,  these
transactions qualify as  party-in-interest.  All fees for the investment manager
services were paid by the Plan sponsor.

Certain  administrative  functions are performed by officers or employees of the
Company.  No such officer or employee  receives  compensation from the Plan. All
administrative expenses are paid directly by the Plan sponsor.

5. INCOME TAX STATUS

The Plan has received an opinion letter from the Internal  Revenue Service dated
May 23, 1994,  stating that the written form of the  underlying  prototype  plan
document is qualified  under  Section  401(a) of the Internal  Revenue Code (the
"Code"), and that any employer adopting this form of the Plan will be considered
to have a plan  qualified  under  Section  401(a)  of the Code.  Therefore,  the
related trust is exempt from taxation.  Once qualified,  the Plan is required to
operate in  conformity  with the Code to maintain  its  qualification.  The Plan
Administrator  believes  the  Plan is  being  operated  in  compliance  with the
applicable  requirements of the Code and,  therefore,  believes that the Plan is
qualified an the related trust is tax exempt.











                                       8
<PAGE>
                              SUPPLEMENTAL SCHEDULE




















<PAGE>

                               TRIAD GUARANTY INC.
                           401(K) PROFIT-SHARING PLAN
                                 EIN: 56-1838519
                                PLAN NUMBER: 001
                               SCHEDULE H, LINE 4I

         SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR
                              (MODIFIED CASH BASIS)

                                DECEMBER 31, 1999




                                                  (c)
                                              Description of
                                                Investment,
                                            Including Maturity
                                               Date, Rate of
                      (b)                        Interest,              (e)
           Identity of Issue, Borrower,       Collateral, Par or      Current
  (a)        Lessor or Similar Party          Maturity Value           Value
------ --------------------------------------------------------- ---------------

       Common Stock:
   *     Triad Guaranty Inc.                    121,397 shares    $ 2,761,782

       Mutual Funds:
          Fidelity Bond Fund                     10,116 shares         98,727
          Fidelity Growth and Income Fund        18,585 shares        876,447
          Oppenheimer Income & Growth Fund       12,240 shares        513,227
          Oppenheimer Global Fund                 4,348 shares        271,581
                                                                 ---------------
                                                                    1,759,982

       Participant loans                                               25,127
                                                                 ---------------

                                                                  $ 4,546,891
                                                                 ===============
*  Indicates party in interest to the Plan

Note:  Cost  information  has not been  included  because  all  investments  are
       participant directed.


                                       9