FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549
(Mark One)

          [ X ]QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 1997

                                       OR

           [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the transition period from  _________________  to  _____________________
                         Commission file number: 1-11017

                         NORTH AMERICAN MORTGAGE COMPANY
             (Exact name of registrant as specified in its charter)

         Delaware                                             68-0267088
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

              3883 Airway Drive, Santa Rosa, California, 95403-1699
               (Address of principal executive offices, zip code)

                                 (707) 523-5000
              (Registrant's telephone number, including area code)


                     (Former name, former address and former
                   fiscal year, if changed since last report)

     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

     The  number of  shares of Common  Stock,  par value  $.01 per  share,  (the
"Common Stock") outstanding as of August 12, 1997, was 14,014,394.

                                        1


<PAGE>



PART 1 - FINANCIAL INFORMATION,

Item 1. Financial Statements.

                         NORTH AMERICAN MORTGAGE COMPANY
                           CONSOLIDATED BALANCE SHEETS
                             (Dollars in thousands)
<TABLE>
<CAPTION>


                                                                 June 30,          December 31,
                                                                   1997                1996
                                                                  ------              -----
                                                               (Unaudited)
ASSETS
<S>                                                          <C>                   <C>       
     Cash and cash equivalents.......................        $      9,833          $   22,005
     Advances and other receivables..................              68,290              85,299
     Real estate loans held for sale to investors
        ---net of unearned discounts.................             554,767             554,415
     Capitalized loan servicing......................             163,596             133,778
     Other intangible assets.........................               8,904               9,391
     Property and equipment..........................              38,676              38,541
     Other assets....................................              19,493              10,228
                                                                   ------              ------
                                                               $  863,559          $  853,657
                                                                  =======             =======

LIABILITIES AND STOCKHOLDERS' EQUITY


LIABILITIES

     Warehouse line of credit......................            $  190,723          $  158,584
     Notes payable.................................                75,758              75,724
     Commercial paper and other borrowings.........               295,944             340,115
     Subordinated debt.............................                10,070              10,070
     Accounts payable and other liabilities........                76,427              65,763
                                                                  -------             -------
                                                                  648,922             650,256

STOCKHOLDERS' EQUITY

     Convertible preferred stock (1,000,000 shares
        authorized, 748,179 shares issued and outstanding)...         ---                ---
     Common stock (50,000,000 shares authorized,
        16,437,705 and 16,394,544 shares issued at
        June 30, 1997 and December 31, 1996,                                
        respectively)........................................         164                 164
     Additional paid-in capital..............................     113,159             112,492
     Retained earnings.......................................     144,064             131,435
     Treasury stock,  at cost  (2,433,016 and 2,322,916  
     shares at June 30, 1997 and December 31, 1996,
        respectively)........................................     (42,750)            (40,690)
                                                                  -------             -------
                                                                  214,637             203,401
                                                                  -------
                                                               $  863,559          $  853,657
                                                                  =======             =======
</TABLE>

          See accompanying notes to consolidated financial statements.

                                        2
<PAGE>

                         NORTH AMERICAN MORTGAGE COMPANY
                CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
               Three Months Ended June 30, 1997, and June 30, 1996
                  (Amounts in thousands, except per share data)

<TABLE>
<CAPTION>

                                                                    Three Months Ended
                                                                         June 30,
                                                                   --------------------

                                                                     1997          1996
                                                                     -----         ----

INCOME:
<S>                                                         <C>              <C>         
    Loan administration fees............................  $    11,623      $     12,085
    Loan origination fees...............................       26,085            21,065
    Gain from sales of loans............................       31,592            27,128
    Interest income, net of warehouse interest expense..        7,266             7,126
    Gain from sales of servicing........................        8,229             8,047
    Other...............................................        3,502             2,353
                                                              -------
                                                               88,297            77,804

EXPENSES:
    Personnel............................................      42,498            38,026
    Other operating expenses.............................      21,435            18,698
    Interest expense.....................................       2,452             2,139
    Depreciation and amortization of property and
        equipment........................................       2,056             1,850
    Amortization of capitalized loan servicing...........       4,445             2,523
    Provision for impairment of originated loan servicing       2,625                 0
    Amortization of other intangibles....................         280               103
                                                                  ---               ---
                                                             
                                                               75,791            63,339

    Income before income taxes...........................      12,506            14,465
    Income tax expense...................................       5,082             5,794
                                                                -----             -----
                                                              

NET INCOME............................................... $     7,424       $     8,671
                                                              =======           =======

NET INCOME PER SHARE..................................... $      0.53      $       0.61
                                                              =======           =======

WEIGHTED AVERAGE SHARES OUTSTANDING......................      14,015            14,292
                                                               ======            ======

</TABLE>


          See accompanying notes to consolidated financial statements.

                                        3

<PAGE>

                         NORTH AMERICAN MORTGAGE COMPANY
                CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
                Six Months Ended June 30, 1997, and June 30, 1996
                  (Amounts in thousands, except per share data)

<TABLE>
<CAPTION>

                                                                                   Six Months Ended
                                                                                      June 30,
                                                                           ------------------------------
                                                                              1997                 1996
                                                                           ---------            ---------

INCOME:
<S>                                                                    <C>                  <C>         
    Loan administration fees......................................     $     23,193         $     23,729
    Loan origination fees.........................................           45,040               40,879
    Gain from sales of loans......................................           56,237               48,971
    Interest income, net of warehouse interest expense............           13,765               13,620
    Gain from sales of servicing..................................           21,590               15,487
    Other.........................................................            6,506                4,449
                                                                              -----                -----
                                                                            166,331              147,135

EXPENSES:
    Personnel.....................................................           80,768               73,569
    Other operating expenses......................................           40,912               35,024
    Interest expense..............................................            4,934                4,483
    Depreciation and amortization of property and
        equipment.................................................            4,121                3,746
    Amortization of capitalized loan servicing....................            8,605                5,252
    Provision for (recovery of) impairment of originated loan
          servicing...............................................            2,358              (2,052)
    Amortization of other intangibles.............................             567                   214
                                                                               ---                   ---
                                                                            142,265              120,236

    Income before income taxes....................................           24,066               26,899
    Income tax expense............................................            9,754               10,768
                                                                              -----               ------
                                                                          
NET INCOME........................................................     $     14,312         $     16,131
                                                                             ======               ======

NET INCOME PER SHARE..............................................     $       1.02         $       1.10
                                                                              =====                =====

WEIGHTED AVERAGE SHARES OUTSTANDING...............................           14,040               14,676
                                                                             ======               ======



          See accompanying notes to consolidated financial statements.
</TABLE>

                                        4
<PAGE>


                         NORTH AMERICAN MORTGAGE COMPANY
                CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
                Six Months Ended June 30, 1997, and June 30, 1996
                             (Dollars in thousands)

<TABLE>
<CAPTION>

                                                                                                  Six Months Ended
                                                                                                     June 30,
                                                                                            ----------------------------

                                                                                               1997               1996
                                                                                            --------           --------

OPERATING ACTIVITIES:
<S>                                                                                     <C>                 <C>         
    Net income.............................................................             $     14,312        $     16,131
    Adjustments to reconcile net income to net cash
        provided by operating activities:
        Depreciation, amortization, and impairment.........................                   15,651               7,161
        Excess servicing fee income........................................                      ---             (17,579)
        Gain from sales of servicing rights................................                  (21,590)            (15,487)
        Cash proceeds from sales of servicing rights.......................                   60,524              72,865
    Net decrease in real estate loans held for sale,
        net of unearned discounts..........................................                     (352)            (13,067)
    Decrease (increase) in advances and other receivables..................                   17,009             (12,569)
    Increase in accounts payable and other liabilities.....................                   10,664               7,099
    Decrease (increase) in other assets....................................                   (9,265)                504
                                                                                              ------                 ---
                                                                                            
        NET CASH PROVIDED BY OPERATING ACTIVITIES..........................                   86,953              45,058

INVESTING ACTIVITIES:
    Acquisition of assets of branches including
        purchase accounting adjustments....................................                      (80)                (11)
    Acquisition of capitalized servicing rights............................                  (79,715)            (67,717)
    Purchase of property and equipment.....................................                   (4,256)             (4,098)
                                                                                            --------            --------
        NET CASH USED IN INVESTING ACTIVITIES..............................                  (84,051)            (71,826)

FINANCING ACTIVITIES:
    Increases in long-term debt............................................                       34                  37
    Increase (decrease) in warehouse lines of credit, commercial
        paper, repurchase agreements, and other borrowings.................                  (12,032)             45,227
    Purchases of treasury stock............................................                   (2,060)            (20,869)
    Dividends..............................................................                   (1,683)             (1,752)
    Stock issuance under incentive stock option plan.......................                      667                 236
                                                                                                 ---                 ---
                                                                                          
        NET CASH PROVIDED BY (USED IN) FINANCING
        ACTIVITIES.........................................................                  (15,074)             22,879
                                                                                             -------              ------
                                                                                            
        EQUIVALENTS........................................................                  (12,172)             (3,889)
    Cash and cash equivalents at beginning of year.........................                   22,005              12,273
                                                                                          
        END OF PERIOD......................................................               $    9,833       $       8,384
                                                                                              ======              ======

    Supplemental disclosure of cash flow information Cash paid during the period
        for:
        Interest...........................................................               $   16,876       $      13,652
                                                                                            ========           =========
        Income taxes.......................................................               $    1,794       $       2,128
                                                                                            ========           ========= 
          See accompanying notes to consolidated financial statements.

                                        5
</TABLE>
<PAGE>

                         NORTH AMERICAN MORTGAGE COMPANY
             Notes to Consolidated Financial Statements (Unaudited)

Note 1 - Basis of Presentation

         The  accompanying  unaudited  financial  statements  of North  American
Mortgage Company (the "Company") have been prepared in accordance with generally
accepted  accounting   principles  for  interim  financial  information  and  in
accordance  with  instructions  to Form 10-Q and Article 10 of  Regulation  S-X.
Accordingly,  they do not include all of the information and footnotes  required
by generally accepted accounting  principles for complete financial  statements.
In the opinion of  management of the Company,  all  adjustments  (consisting  of
normal recurring  accruals)  considered  necessary for a fair  presentation have
been included.  Operating  results for the six month period ended June 30, 1997,
are not necessarily  indicative of the results that may be expected for the year
ended  December 31, 1997.  For further  information,  refer to the  consolidated
financial  statements and footnotes  thereto  included on Form 10-K for the year
ended December 31, 1996.

Note 2 - Net Income Per Share Information

         Net income per common share is computed  based on the weighted  average
number of shares outstanding during the period. The potential dilutive effect of
common  stock  equivalents  has not been  included  because  that  amount is not
considered to be material. The weighted average number of shares outstanding for
net income per share was  14,015,000  and  14,292,000 for the three months ended
June 30, 1997 and 1996, respectively,  and 14,040,000 and 14,676,000 for the six
months ended June 30, 1997 and 1996, respectively.

Note 3 - Capitalized Servicing Rights

         In June 1996, the Financial Accounting Standards Board issued Statement
Number 125,  "Accounting  for Transfers  and  Servicing of Financial  Assets and
Extinguishments of Liabilities" (FAS No. 125), which became effective on January
1, 1997.  FAS No. 125 resulted in the recording of  Capitalized  Loan  Servicing
Rights  (CLSRs)  on the date of the sale of a mortgage  loan,  as opposed to the
previous  practice  of  recording  CLSRs on the date that loans are  originated.
Additionally, previously recorded excess servicing fees as at December 31, 1996,
have been  combined with CLSR for balance  sheet  presentation  and in the table
that follows.

         Capitalized  loan  servicing,   net  of  accumulated  amortization  and
impairment were as follows:



                                                            Capitalized Loan
                                                             Servicing, Net
                                                        (Dollars in thousands)
                                                        ----------------------


Balance at December 31, 1996.......................          $  133,778
Additions..........................................              79,715
Scheduled Amortization.............................              (8,605)
Impairment.........................................              (2,358)
Servicing Sale Basis...............................             (38,934)
                                                                -------

Balance at June 30, 1997...........................          $  163,596(1)
                                                                =======   
---------------
(1)At June 30, 1997, the  capitalized  loan servicing  impairment  allowance was
approximately $6.4 million.

                                        6

<PAGE>

Note 4 - FAS No. 128

         In February  1997,  the  Financial  Accounting  Standards  Board issued
Statement  No. 128,  "Earnings  Per  Share,"  which is required to be adopted on
December  31,  1997.  At that time,  the Company  will be required to change the
method  currently  used to compute  earnings  per share and to restate all prior
periods.  Under the new requirements for calculating primary earnings per share,
the dilutive  effect of stock options will be excluded.  The impact of Statement
128 is not  expected  to have a  material  effect on primary  and fully  diluted
earnings per share for the quarters or six months ended June 30, 1997,  and June
30, 1996, respectively.

Note 5 - Merger Agreement

         On June 22, 1997, the Company entered into a merger agreement with Dime
Bancorp,  Inc.  ("Dime")  pursuant  to which Dime will  acquire the Company in a
merger transaction.  Under the terms of the transaction,  which will be tax-free
to North  American  stockholders,  1.37  shares  of Dime  common  stock  will be
exchanged for each share of North American common stock  outstanding at the time
of the merger, subject to adjustment in certain circumstances,  set forth in the
merger  agreement.  Based on Dime's closing price on August 12, 1997, this ratio
represents a value of $26.63 per share of North American stock, for an aggregate
transaction  value of $383 million.  The transaction is expected to close in the
fourth  quarter of 1997,  subject  to the  satisfaction  of  certain  conditions
including  approval by North  American's  stockholders  and clearance  under the
Hart-Scott-Rodino Antitrust Improvements Act.

Note 6 - Reclassification

         Certain  reclassifications  were made to the 1996  balances  to conform
with the 1997 presentation.



                                        7
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition and Results
        of Operations.

Quarter Ended June 30, 1997, Compared with Quarter Ended June 30, 1996

Merger Agreement

         On June 22, 1997, the Company entered into a merger agreement with Dime
Bancorp,  Inc.  ("Dime")  pursuant  to which Dime will  acquire the Company in a
merger transaction.  Under the terms of the transaction,  which will be tax-free
to North  American  stockholders,  1.37  shares  of Dime  common  stock  will be
exchanged for each share of North American common stock  outstanding at the time
of the merger, subject to adjustment in certain circumstances,  set forth in the
merger  agreement.  Based on Dime's closing price on August 12, 1997, this ratio
represents a value of $26.63 per share of North American stock, for an aggregate
transaction  value of $383 million.  The transaction is expected to close in the
fourth  quarter of 1997,  subject  to the  satisfaction  of  certain  conditions
including  approval by North  American's  stockholders  and clearance  under the
Hart-Scott-Rodino Antitrust Improvements Act.

Results of Operations

         General Market Conditions - Based on current industry estimates,  total
United States purchase and refinance  origination levels were approximately $209
billion for both the second  quarter of 1997 and the second quarter of 1996. The
level of new and existing home purchases increased 3%, while refinancing volume,
which is particularly  sensitive to changes in interest rates, declined 10% (see
table below).


                                                     1-4 Family U.S. Mortgage
                                                          Originations*
                                                          Second Quarter

                                                   1997                  1996
                                                  ------                -----

                                                      (Dollars in billions)


New and existing home purchases........          $ 158                   $ 153

Refinancings...........................             51                      56
                                                  ----                     ---
                                                 $ 209                   $ 209
                                                   ===                     ===

_______________
*Sources:   Mortgage  Bankers  Association  (MBA),   Federal  National  Mortgage
Association (FNMA), and Federal Home Loan Mortgage  Corporation  (FHLMC).  (1997
market data based on current estimates.)

         The Company's  loan fundings for the quarter ended June 30, 1997,  were
$2.4 billion,  including $118 million of subprime  production,  compared to $2.5
billion during the second quarter of 1996, which had no subprime production. The
overall  decrease in  origination  volume (see table  below) was caused by a 17%
decline in  wholesale  fundings.  Wholesale  fundings  dropped due to  continued
severe  price  competition  within  this  channel  as well as a lower  level  of
refinancings.  Refinancings  represented 26% of the Company's total originations
in the second  quarter of 1997 compared with 32% in the second  quarter of 1996.
In contrast,  the Company's retail originations  increased during the quarter by
17%, as a result of the retail sales initiatives  instituted by the Company over
the past year which included opening retail offices and hiring additional retail
loan officers.



                                        8

<PAGE>

                                              Company Originations
                                                 Second Quarter
                                            1997                 1996
                                            ----                 ----
                                              (Dollars in millions)


Retail...............................  $    1,076            $     921

Wholesale............................       1,205                1,454

Telemarketing........................         111                  112
                                           ------

                                       $    2,392             $   2,487
                                            =====                 =====


         Summary of Results - Net income for the second quarter of 1997 was $7.4
million,  or $0.53 per share,  as compared to $8.7 million,  or $0.61 per share,
for the second  quarter of 1996.  Although the  Company's  overall loan fundings
declined by $95 million  during this  quarter  compared to the same quarter last
year, production related income rose due to the increases in retail and subprime
production,  as well as  improved  hedging  results.  The gains  achieved by the
Company's  production  division  were more than  offset by higher  expenses  for
amortization  and  impairment  against  the  carrying  value  of  the  Company's
servicing  portfolio.  The Company's earnings for the second quarters ended June
30,  1997 and 1996  included  $0.33 and $0.28 per share  respectively,  of gains
related to the sale of pre-1995 servicing, which has substantially no accounting
basis (see Servicing Rights discussion below).

         Servicing  Rights - The following table sets forth certain  information
regarding the servicing portfolio of the Company for the periods indicated:


                                                     Quarters Ended June 30,
                                                    1997                 1996
                                                    ----                 ----
                                                      (Dollars in millions,
                                                    except Average Loan Size)
  
Servicing Portfolio:
    Beginning Portfolio......................    $  12,498            $  13,603
        Add:
           Loans Originated..................        2,392                2,487
        Deduct:
           Sales of Servicing Rights.........      (1,540)              (1,751)
            Other Transfers..................        (118)                  (8)
           Run-off(1)........................        (504)                (495)
                                                  --------             --------
    Ending Portfolio.........................     $ 12,728             $ 13,836
                                                    ======               ======

    Average Loan Size of Ending Portfolio....     $ 99,000             $ 98,000

    Weighted Average Interest Rate...........        7.90%                7.72%

_________________
(1) Run-off refers to dollar amount of the  amortization of loans,  prepayments,
and  foreclosures.  Second  quarter  of 1997  annualized  run-off  rate  was 16%
compared with 15% during the second quarter of 1996.


                                        9

<PAGE>
         Effective January 1, 1997, the Company adopted FAS No. 125, "Accounting
for  Transfers  and  Servicing  of  Financial  Assets  and   Extinguishments  of
Liabilities."  This  statement  carried  forward the  provisions of FAS No. 122,
"Accounting for Mortgage Servicing Rights," which the Company adopted on January
1,  1995,  and which was an  amendment  to FAS No. 65.  The  primary  difference
between  FAS No.  125 and FAS No.  65,  as it  related  to the  Company,  is the
accounting  treatment  for the normal  servicing  fee  associated  with in-house
Capitalized Loan Servicing Rights (CLSRs). Virtually all of the additions to the
servicing  portfolio  are CLSRs.  Generally,  under FAS No.  65,  CLSRs were not
recorded  as an asset,  while  under FAS No.  125,  the full  value of CLSRs are
capitalized.

         As a result of the  difference  in  accounting  treatment,  the balance
sheet carrying value for servicing rights is significantly  different  depending
on whether the servicing was  originated  before  January 1, 1995  (pre-1995) or
after  January  1, 1995  (post-1995).  Management  believes  that the total fair
market value of its pre-1995  servicing  rights is  substantially  more than the
carrying  value,  while the fair market value of post- 1995 servicing  rights is
approximately equal to the net carrying value.

         The  following  table  summarizes  the  financial  impact  of  sales of
pre-1995 servicing for the quarter and six months ended June 30, 1997:




                                            Quarter Ended       Six Months Ended
                                            June 30, 1997        June 30, 1997
                                            -------------        -------------
                                              (Dollars in millions, except per
                                                           share)


    Principal Sold....................      $  827                  $  1,770
                                               ===                     =====

    Pre-Tax Gain......................      $  7.7                  $   20.1
                                               ===                      ====

    Earnings Per Share Impact.........      $ 0.33                  $   0.85
                                              ====                      ====


         The prices received for sales in 1997 may not necessarily be reflective
of the  value  of the  remaining  pre-1995  portfolio,  due  to  differences  in
portfolio  characteristics (i.e.,  servicing fees, age, coupon,  interest rates)
and  changes in market  conditions.  At June 30,  1997,  the net  balance  sheet
carrying value and the principal balance of the Servicing  Portfolio  originated
pre-1995 and post-1995 were as follows:



                                          Pre-1995   Post-1995  Total at 6/30/97
                                          --------   ---------  ----------------
Balance sheet carrying value
    (In thousands)                       $     956   $ 162,640     $ 163,596
                                               ---     -------       -------

Servicing portfolio principal balance
    (In millions)                         $  3,554   $   9,174    $   12,728
                                             -----       -----        ------

Carrying value percentage                    0.03%       1.77%         1.29%
                                             ----        ----          ----

         Management  continually  evaluates the Company's investment in retained
servicing rights and periodically makes decisions to sell servicing rights after
considering  the  following  criteria:  cash  requirements,   market  value  for
servicing  rights  compared to their economic value to the Company,  exposure to
prepayment risk, and earnings  impact.  To the extent the Company elects to sell
pre-1995 servicing rights,

                                       10

<PAGE>
virtually all of the net proceeds  from such sales are  recognized as a one-time
gain  from  sale  of  servicing  due  to  their  minimal  book  value.   Of  the
approximately $3.6 billion of pre-1995 servicing remaining at June 30, 1997, the
Company estimates that it may be economically  advantageous  (i.e., where market
value  equals  or  exceeds  the  economic  value to the  Company)  to sell  only
approximately $1.65 billion as part of its future servicing sales. The Company's
results of operations have historically been and will continue to be impacted by
the amount and timing of sales of pre-1995 servicing rights.

         Historically,  when  interest  rates  decline,  the  incremental  value
created  by  the  Company's   production   organization  from  higher  refinance
originations  has more than offset the loss in value to its servicing  portfolio
resulting from higher  prepayments.  Accordingly,  the Company has not purchased
any financial prepayment hedges, but it has relied on its ability to produce new
servicing as a macro-hedge.  Under FAS No. 125, however,  when rates decline (as
occurred during the second quarter of 1997), the timing of additional production
revenues and any servicing  impairment charge, for financial statement purposes,
may not occur in the same  period.  The  Company  was  required  to  recognize a
servicing  impairment  charge of $2.4 million during the second quarter of 1997,
while  any  incremental  production  revenues  may  be  generated  over  several
subsequent periods.

         Revenues - Revenues for the second  quarter of 1997 were $88.3 million,
a $10.5 million,  or 13%,  increase as compared with $77.8 million in the second
quarter of 1996.  Revenues  increased in the second  quarter of 1997, due to the
shift toward retail production and the introduction of subprime lending.

         Loan  administration  fees were $11.6 million in the second  quarter of
1997, a 4% decrease, as compared to $12.1 million in the second quarter of 1996.
This  decrease  resulted  from  the  12%  decrease  in the  average  size of the
Company-owned  servicing  portfolio,  partially  offset  by an  increase  in the
weighted average servicing fee collected on loans serviced.

         Loan origination fees were $26.1 million in the second quarter of 1997,
a 24% increase,  as compared  with $21.1 million in the second  quarter of 1996.
This increase occurred in spite of a 4% decrease in production  volume, due to a
higher   percentage  of  retail   originations  and  the  addition  of  subprime
originations,  both of which typically  produce higher fee income. In the second
quarter of 1997, 45% of origination volume was from retail sources,  as compared
to 37% during the second quarter of 1996.

         The gain from  sales of loans  was  $31.6  million  during  the  second
quarter of 1997,  as compared with $27.1  million  during the second  quarter of
1996. Gain from sales of loans is impacted by hedging activity, price subsidies,
and the recognition of Capitalized  Loan Servicing  Rights under FAS No. 125. In
1997,  gain from sales of loans was affected by the above  factors,  but also by
the gain on sale of  subprime  loans,  which  is a new  product  offered  by the
Company.  A summary  of these  items for the  second  quarters  of 1997 and 1996
follows:


                                                    1997              1996
                                                    ----              ----
                                                    (Dollars in millions)

Hedging Gains.............................      $   4.4            $   2.0

Pricing Subsidies.........................         (7.8)              (8.8)

Capitalized Loan Servicing Rights.........         31.4               33.9

Gain on Sale of Subprime Loans............          3.6                ---
                                                  -----               ----
                                                $  31.6            $  27.1
                                                   ====               ====


         During the second quarter of 1997,  hedging results  benefited from low
bond market volatility and declining  interest rates. As a result, the Company's
hedging results  produced gains of 18 basis points on originations in the second
quarter of 1997 compared to 8 basis points on originations in the second quarter
of 1996.  To the extent that there is a  significant  change in the direction of
interest rates or an increase in bond market  volatility,  the Company's  future
hedging results may be negatively affected.

         Pricing  subsidies  decreased to $7.8 million during the second quarter
of 1997, or an average subsidy of 32 basis points on loans produced, compared to
$8.8 million in the second  quarter of 1996,  or 35 basis  points.  The decrease
primarily was due to the increased percentage of retail originations, which have
a much lower price  subsidy.  The overall level of price subsidy  remained high,
reflecting the continuing  price  competition in the industry,  particularly  on
loans originated through the wholesale channel. Capitalized loan servicing gains
decreased to $31.4 million  during the second  quarter of 1997, as compared with
$33.9  million in the second  quarter of 1996,  as a result of a decrease in the
principal balance of loans sold. Gain on sale of subprime loans was $3.6 million
or 355 basis points on the sale of $100.1 million of subprime loans,  during the
second quarter of 1997.

         Interest income,  net of warehouse  interest expense,  was $7.3 million
during the second quarter of 1997, as compared to $7.1 million during the second
quarter of 1996.  In the second  quarter of 1997,  the average  balance of loans
held for sale  increased  by 10%,  which had the effect of  increasing  interest
income.  The effect of this  increase  was  partially  offset by a  decrease  in
working capital used by the Company to reduce its warehouse borrowing cost.

         Gain from sales of servicing was $8.2 million during the second quarter
of 1997,  as compared to $8.0  million  during the second  quarter of 1996, a 2%
increase.  In the second  quarter of 1997, the Company sold $1.5 billion (or 64%
of originations) of servicing rights, compared with the sale of $1.8 billion (or
71% of originations) in the second quarter of 1996.

         The following table  summarizes the significant  factors  impacting the
quarterly gain from servicing sales:


                                                  1997                 1996
                                                  ----                 ----
                                                    (Dollars in millions)


Principal Balance of Servicing Sold..........    $ 1,540              $ 1,751
                                                   =====                =====

Net Proceeds.................................       21.5                 30.0

Capitalized Loan Servicing Basis.............      (13.3)               (22.0)
                                                 -------              -------

     Gain on Sales of Servicing..............    $   8.2              $   8.0
                                                   =====               ======

         As  previously   discussed  under  "Servicing  Rights,"  the  Company's
servicing originated before 1995 had virtually no accounting basis.  Included in
the gain on  servicing  sold for the second  quarter of 1997 was $7.7 million of
gain on the sale of  pre-1995  originated  servicing  rights  (on  $827  million
principal  balance sold), as compared to a gain of $6.6 million (on $584 million
principal balance sold) in the second quarter of 1996.

         Other income was $3.5 million  during the second quarter of 1997, a 49%
increase from $2.4 million

                                       11


<PAGE>
for the second  quarter of 1996.  This  increase  was  largely due to a $794,000
increase in insurance  commission  revenues  earned by the  Company's  insurance
agency  subsidiary,  which purchased certain assets of Lomas Insurance  Services
during the fourth quarter of 1996.

         Expenses - Expenses for the second  quarter of 1997 were $75.8 million,
a 20% increase, as compared to $63.3 million during the second quarter of 1996.

         Personnel  and other  operating  costs of $63.9  million  in the second
quarter of 1997 were $7.2 million or 13% higher than the second quarter of 1996.
This increase is primarily  associated  with the Company's  expanded  retail and
subprime distribution network. During the same comparable periods, the Company's
production  revenues,  which include origination fees and gain on sale of loans,
increased by $9.5 million or 19%.

         Amortization of capitalized loan servicing increased to $4.4 million in
the second  quarter  of 1997,  as  compared  to $2.5  million  during the second
quarter of 1996. This increase was primarily attributable to the higher carrying
value of the asset during the second quarter of 1997.

         Impairment of  capitalized  loan  servicing was $2.6 million during the
second  quarter of 1997.  There was no impairment in the second quarter of 1996.
This  resulted  from a declining  interest  rate  environment  during the second
quarter of 1997.  Interest rates affect the prepayment speeds,  which impact the
value of the capitalized loan servicing asset.




                                       12


<PAGE>

Six Months Ended June 30, 1997, Compared with Six Months Ended June 30, 1996

         Summary  - Net  income  for the  first  six  months  of 1997 was  $14.3
million,  or $1.02 per share, as compared to $16.1 million,  or $1.10 per share,
earned  during the first six months of 1996.  The  decrease in earnings  relates
primarily to a $2.4 million impairment  provision during the first six months of
1997, as compared with a $2.1 million  impairment  recovery during the first six
months of 1996.  The  Company's  earnings for the six months ended June 30, 1997
and 1996 included  $0.85 and $0.52 per share  respectively,  of gains related to
the sale of pre-1995 servicing, which has substantially no accounting basis (see
discussion of "Servicing Rights").

         The aggregate  principal amount of loan  originations for the first six
months of 1997 was $4.4 billion, an 11% decrease,  as compared with $4.9 billion
for the first six months of 1996. This decrease in production  volume was caused
by a $611 million decrease in wholesale fundings. Wholesale fundings dropped due
to  continued  severe price  competition  within this channel as well as a lower
level of refinancings.

         The following table summarizes the activity in the Company's  servicing
portfolio for the first six months of 1997:

                                                     Six Months Ended June 30,
                                                     1997                 1996
                                                     ----                 ----
                                                       (Dollars in millions,
                                                     except Average Loan Size)

  Servicing Portfolio:
        Beginning Portfolio.................   $    13,293        $    14,109
          Add:
              Loans Originated..............         4,401              4,942
          Deduct:
              Sales of Servicing Rights.....        (3,747)           (4,133)
              Other Transfers...............          (160)                (8)
              Run-off (1)...................        (1,059)            (1,074)
                                                    ------              -----
          Ending Portfolio..................   $    12,728        $     13,836
                                                    ======              ======

_____________
(1)  Run-off  refers to  regular  dollar  amount of the  amortization  of loans,
prepayments and  foreclosures.  For the first six months of 1997, the annualized
run-off rate was 16% compared with 15% for the first six months of 1996.

         Revenues - Revenues for the six months ended June 30, 1997, were $166.3
million,  a $19.2 million,  or 13%,  increase as compared with $147.1 million in
the first six months of 1996.

         Loan administration fees were $23.2 million during the first six months
of 1997, a 2% decrease,  as compared  with $23.7 million in the first six months
of 1996. This decrease occurred in spite of an 8% decline in the average size of
the Company-owned  servicing  portfolio,  partially offset by an increase in the
weighted average servicing fee collected on loans serviced.

         Loan origination fees were $45.0 million during the first six months of
1997, a 10% increase,  as compared with $40.9 million in the first six months of
1996. This increase occurred in spite of the 11% lower origination level, due to
a  higher  percentage  of  retail  originations  and the  addition  of  subprime
originations,

                                       13


<PAGE>
both of which produce higher  origination fees. In the first six months of 1997,
42% of origination  volume came from retail  sources,  as compared to 35% during
the first six months of 1996.

         The gain from sales of loans was $56.2 million for the first six months
of 1997,  as compared  with $49.0  million  during the first six months of 1996.
Gain from sales of loans is impacted by hedging activity,  price subsidies,  and
the recognition of Capitalized Loan Servicing Rights under FAS No. 125. In 1997,
gain from sales of loans was affected by the above factors, but also by the gain
on sale of subprime loans, which is a new product offered by the Company.

         A summary  of these  items  for the  first six  months of 1997 and 1996
follows:

                                                  Six Months Ended June 30,
                                                    1997               1996
                                                    ----               ----
                                                    (Dollars in millions)


   Hedging Gains (Losses) ....................   $    8.4           $    (0.3)
   Pricing Subsidies..........................      (14.4)              (17.7)

   Capitalized Loan Servicing Rights..........       57.8                67.0

   Gain on Sale of Subprime Loans.............        4.4                  --
                                                      ---                    
                                                   

                                                 $   56.2           $    49.0
                                                 ========           =========
                                                   

         During the first six months of 1997, hedging results benefited from low
bond market  volatility.  As a result,  the Company's  hedging results  produced
strong gains of 19 basis points on  originations in the first six months of 1997
compared to a loss of 1 basis point on  originations  in the first six months of
1996.  To the extent  that there is a  significant  change in the  direction  of
interest rates or an increase in bond market  volatility,  the Company's  future
hedging results may be negatively affected.

         Pricing  subsidies  decreased  to $14.4  million  during  the first six
months of 1997,  or an  average  subsidy of 33 basis  points on loans  produced,
compared to $17.7  million in the first six months of 1996,  or 36 basis points.
The  decrease   primarily  was  due  to  the  increased   percentage  of  retail
originations,  which have a much lower price subsidy. The overall level of price
subsidy  remained  high,  reflecting  the  continuing  price  competition in the
industry,  particularly  on loans  originated  through  the  wholesale  channel.
Capitalized Loan Servicing gains decreased to $57.8 million during the first six
months of 1997,  as compared with $67.0 million in the first six months of 1996,
as a result of a decrease in the principal  balance of loans sold.  Gain on sale
of  subprime  loans was $4.4  million or 364 basis  points on the sale of $122.3
million of subprime loans, during the first six months of 1997.

         Interest income, net of warehouse  interest expense,  was $13.8 million
during the first six months of 1997,  as  compared to $13.6  million  during the
first six months of 1996. In the first six months of 1997,  the average  balance
of loans held for sale  increased  by 12%,  which had the  effect of  increasing
interest income. The effect of this increase was offset by a decrease in working
capital used by the Company to reduce its warehouse borrowing cost.

         Gain from sales of  servicing  was $21.6  million  during the first six
months of 1997,  as  compared  to $15.5  million  during the first six months of
1996, a 39% increase. In the first six months of 1997, the

                                       14

<PAGE>
Company sold $3.7 billion (or 85% of originations) of servicing rights, compared
with the sale of $4.1 billion (or 84% of  originations)  in the first six months
of 1996.

         As  previously   discussed  under  "Servicing  Rights,"  the  Company's
servicing originated before 1995 had virtually no accounting basis.  Included in
the gain on servicing sold for the first six months of 1997 was $20.1 million of
gain on the sale of  pre-1995  originated  servicing  rights  (on  $1.8  billion
principal balance sold), as compared to a gain of $12.6 million (on $1.1 billion
principal balance sold) in the first six months of 1996.

         Other income was $6.5 million  during the first  quarter of 1997, a 46%
increase  from $4.4 million for the first six months of 1996.  This increase was
largely due to a $1.6 million increase in insurance  commission  revenues earned
by the Company's  insurance agency  subsidiary which purchased certain assets of
Lomas Insurance Services during the fourth quarter of 1996.


         Expenses  -  Expenses  for the  first six  months  of 1996 were  $142.3
million,  an 18% increase,  as compared to $120.2  million  during the first six
months of 1996.

         Personnel  costs were $80.8 million for the first six months of 1997, a
10%  increase,  as compared with $73.6 million for the first six months of 1996.
This increase,  which is in line with the 10% increase in loan origination fees,
relates to the Company's expanded retail  distribution  network.  The expansion,
which was largely completed by the end of 1996, included the addition of 172 new
retail loan officers.

         Other operating  expenses  increased 17% to $40.9 million for the first
six months of 1997 from  $35.0  million  for the first six months of 1996.  This
increase  primarily was related to the retail  expansion,  for which the Company
added 44 new production locations during 1996.

         Amortization of originated loan servicing  increased to $8.6 million in
the first six months of 1997,  as compared to $5.3 million  during the first six
months of 1996. This increase was primarily  attributable to the higher carrying
value of the asset during the first six months of 1997.

         Impairment of  capitalized  loan  servicing was $2.4 million during the
first six months of 1997,  as  compared  to a  recovery  of  impairment  of $2.1
million in the first six months of 1996. This resulted from a declining interest
rate environment  during the second quarter of 1997, as compared with the upward
turn in rates which occurred during the first six months of 1996. Interest rates
affect the prepayment  speeds,  which impact the value of the  capitalized  loan
servicing asset.



LIQUIDITY AND CAPITAL RESOURCES

         The Company's cash flow requirements primarily depend on both the level
and cost of its originations, the level of its servicing sales and the cash flow
generated by, or required by, its other operating activities.  Additionally, the
Company  may use or provide  cash  through  its  investing  and other  financing
activities.

         Liquidity  Sources - The  Company's  loan  originations  are  primarily
financed through warehouse  borrowings,  commercial paper  borrowings,  and with
corporate funds. This financing  requirement  begins at the time of loan closing
and extends for an average of  approximately 30 days until the loan is sold into
the  secondary  market.  On January 23,  1996,  the Company  entered  into a new
warehouse line of credit

                                       15

<PAGE>
facility which will expire on January 23, 1999. The outstanding commitment under
this  facility  was $1.0  billion at June 30,  1997.  The  Company's  management
expects, although there can be no assurance, that this facility will continue to
be available in the future.

         The Company also has a commercial paper program.  Borrowings under this
$750 million program replace,  at a reduced interest rate,  borrowings under the
Company's  warehouse  line of credit.  The warehouse  line of credit acts as the
liquidity backup facility for the commercial paper borrowings.

         At times,  the Company will  accelerate  the sale of its mortgage  loan
inventory  through the use of "gestation"  facilities  provided by an investment
bank and the Federal National Mortgage Association.

         The Company's  corporate funds are generally  invested in its inventory
of mortgage  loans held for sale.  The level of funds  available  to support its
inventory  has  decreased  since 1995 because of the cash used for investing and
other financial activities detailed below.

         In October 1993,  the Company  implemented  a $250 million  Medium Term
Note (MTN)  program.  Since 1993,  $126 million in MTNs have been issued and $76
million remain outstanding at June 30, 1997.


INVESTING AND OTHER FINANCIAL ACTIVITIES

         Common Stock Repurchases - On February 7, 1996, the Company  authorized
the  repurchase of up to 1.5 million  shares of Common  Stock.  Through June 30,
1997, the Company had repurchased  1,292,500 shares under this  authorization at
an  aggregate  cost of $23.5  million.  As of June 30,  1997,  the Company  held
2,433,016  shares in treasury  stock,  which have been acquired since 1994 under
the current and prior  repurchase  authorizations  at an aggregate cost of $42.7
million.  The Company  repurchased  75,000 shares at a cost of $1,366,000 during
the second quarter of 1997.

         Dividends - The Company has paid quarterly Common Stock dividends since
the initial public offering on July 15, 1992. Dividend payments totaled $839,000
in the second  quarter of 1997 and  $845,000 in the second  quarter of 1996.  In
July 1997, the Company's board of directors  approved a Common Stock dividend of
$.06 per share.

         Property, Plant and Equipment - During the first six months of 1997 and
1996,  the Company  purchased  property and equipment  totaling $4.3 million and
$4.1 million, respectively.

                                       16

<PAGE>
PART II - OTHER INFORMATION

Item 1.           Legal Proceedings.

                  The Registrant is a defendant in certain litigation arising in
                  the  normal  course of its  business.  Although  the  ultimate
                  outcome  of  all  pending   litigation   cannot  be  precisely
                  determined  at  this  time,  the  Registrant  believes  that  
                  any liability  resulting from the aggregate  amount of damages
                  for  outstanding  lawsuits  and  claims  will not  have a  
                  material adverse effect on its financial position.

Item 2.           Changes in Securities.

                  The  Registrant  and The Bank of New York  have  executed  and
                  delivered an Amendment to Shareholder  Rights  Agreement dated
                  as of June 22, 1997, to the Shareholder Rights Agreement ("the
                  NAMC  Rights   Agreement")   that  provides  that,  until  the
                  termination  of that certain Plan of Merger,  dated as of June
                  22, 1997,  by and among the  Registrant,  Dime  Bancorp,  Inc.
                  ("Dime")  and the Dime  Savings  Bank  New  York FSB  ("Merger
                  Agreement")  neither  Dime nor any  affiliate  or associate of
                  Dime  shall  be  deemed  to be  an  "Acquiring  Person"  or an
                  "Adverse  Person" under the NAMC Rights  Agreement as a result
                  of their acquisition of beneficial  ownership of shares of the
                  Registrant's Common Stock by reason of the Merger Agreement or
                  by  reason  of the  consummation  of  any of the  transactions
                  contemplated by the Merger Agreement.

Item 3.           Defaults Upon Senior Securities.

                  None.


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

                  a.        The Registrant held its Annual Meeting of 
                            Stockholders on May 28, 1997.

                  b.        Not applicable.

                  c.        i.      The following individuals were elected to 
                                    the Board of Directors of the Registrant:

<TABLE>
<CAPTION>
                                                            Votes For    Votes Withheld

                                   <S>                     <C>            <C>    
                                    John F. Farrell, Jr.    12,701,025     371,140
                                    Terrance G. Hodel       12,620,760     451,405
                                    William L. Brown        12,703,327     368,838
                                    William F. Connell      12,703,968     368,197
                                    Magna L. Dodge          12,704,568     367,597
                                    William O. Murphy       12,704,770     367,395
                                    Robert J. Murray        12,703,968     368,197
                                    James B. Nicholson      12,623,137     449,028

</TABLE>

                                       17

<PAGE>

                ii.  Other  matters  voted upon at the meeting and the number of
                     votes cast for, against and to abstain with respect to each
                     such matter appear below. There were no broker non-votes.
<TABLE>
<CAPTION>

                                                                Votes            Votes         Votes to
                                                                 For            Against        Abstain

                    <S>                                       <C>             <C>                <C>   
                     A.    Proposal to amend the               12,385,621        609,907          76,637
                           Employee Stock Purchase Plan

                     B.    Proposal to amend the               10,559,025      2,429,895          83,245
                           Incentive Stock Option Plan

                     C.    Ratification of the                 13,023,319         22,945          25,901
                           appointment of Ernst &
                           Young, LLP as independent
                           public accountants for the
                           fiscal year ending
                           December 31, 1997
</TABLE>

              d.     Not applicable.

Item 5.              Other Information.

              None.



                                       18


<PAGE>
                   Item 6. Exhibits and Reports on Form 8-K.

              a.    Exhibits

                     4        Amendment to Shareholder Rights Agreement

                    10.46     Annual Executive Bonus Plan

                    10.47     Agreement and Plan of Combination dated as of
                              June 22, 1997 by and among North American Mortgage
                              Company, Dime Bancorp, Inc., The Dime Savings Bank
                              New York, FSB, and 47th St. Property Corporation,
                              as amended and restated as of July 31, 1997

                    11        Statement re Computation of Per Share Earnings

                    27        Financial Data Schedule


              b.    Reports on Form 8-K

                    On June 24, 1997, the  Registrant  filed with the Commission
                    Current Report on Form 8-K, with a copy of the  Registrant's
                    press release dated June 23, 1997,  describing the execution
                    of a definitive  agreement  between the  Registrant and Dime
                    Bancorp,   Inc.  for  Dime  Bancorp,  Inc.  to  acquire  the
                    Registrant.



                                       19

<PAGE>

                                    SIGNATURE


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





                                           NORTH AMERICAN MORTGAGE COMPANY


August 13, 1997                            By:  /s/ MARTIN S. HUGHES
                                               -------------------------------
                                                    (Martin S. Hughes)
                                                 Executive Vice President,
                                               Chief Financial Officer and
                                               Principal Financial Officer



                                       20

<PAGE>

INDEX TO EXHIBITS


Exhibit
Number       Description                                           Page Number
------       -----------                                           -----------

4            Amendment to Shareholder Rights Agreement

10.46        Annual Executive Bonus Plan

10.47        Agreement and Plan of Combination  dated as of June 22, 1997 by and
             among North American Mortgage Company, Dime Bancorp, Inc., The Dime
             Savings Bank New York, FSB, and 47th St. Property  Corporation,  as
             amended and restated as of July 31, 1997

11           Statement re Computation of Per Share Earnings

27           Financial Data Schedule


                                       21