UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

(Mark one)
[x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND 
     EXCHANGE ACT OF 1934

     For the quarterly period ended March 31, 1998

                                       OR

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

                           Commission File No. 1-12655

                             HomeSide Lending, Inc.
             (Exact name of registrant as specified in its charter)

                     Florida                         59-2725415
(State or other jurisdiction of 
 incorporation or organization)             (I.R.S. Employer Identification No.)

                   7301 Baymeadows Way, Jacksonville, FL 32256
               (Address of principal executive offices) (Zip Code)

                                (904) 281-3000
              (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 _x_ No __



Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

           Class                                     Outstanding at May 8, 1998

Common stock $1.00 par value                                  100 shares



<PAGE>



                              FINANCIAL INFORMATION

ITEM 1.  Financial Statements
<TABLE>


                             HOMESIDE LENDING, INC.
                           CONSOLIDATED BALANCE SHEETS

                    (Dollars in Thousands, Except Share Data)

<CAPTION>
                                                                                         (Unaudited)          Predecessor
                                                                                       March 31, 1998      February 10, 1998
      <S>                                                                              <C>                 <C>
      ASSETS
      
      Cash and cash equivalents                                                         $     14,045        $      32,113
      Mortgage loans held for sale, net                                                    1,597,550            1,292,403
      Mortgage servicing rights, net                                                       1,858,574            1,766,357
      Accounts receivable, net                                                               312,081              227,294 
      Early pool buyout advances                                                             448,909              374,097
      Premises and equipment, net                                                             31,595               41,982
      Goodwill                                                                               691,698                8,870
      Other assets                                                                            51,328              116,175
                                                                                         -----------          -----------
                                                                                
      Total Assets                                                                      $  5,005,780        $   3,859,291
                                                                                       ==============       ==============

      LIABILITIES AND STOCKHOLDERS' EQUITY

      Notes payable                                                                     $  2,458,747        $   2,074,956
      Accounts payable and accrued liabilities                                               202,656              135,803
      Deferred income taxes                                                                  178,636              197,243
      Long-term debt                                                                         836,464              770,466
                                                                                       -------------         ------------

      Total Liabilities                                                                    3,676,503            3,178,468
                                                                                       -------------         ------------

      Common stock:
           Common stock, $1.00 par value, 10,000 shares authorized, 100
               shares issued and outstanding, all pledged as second priority 
               collateral on the long-term debt of the Parent                                  -                     -             
      Additional paid-in capital                                                           1,322,387              573,092
      Retained earnings                                                                        6,890              107,731
                                                                                      --------------        -------------
                                                                                
      Total Stockholders' Equity                                                           1,329,277              680,823
                                                                                      --------------        -------------

      Total Liabilities and Stockholders' Equity                                        $  5,005,780        $   3,859,291
                                                                                      ==============        ==============



</TABLE>
The accompanying  notes are an integral part of these financial statements.


<PAGE>



                             HOMESIDE LENDING, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

                    (Dollars in Thousands, Except Share Data)

<TABLE>
<CAPTION>

                                                                                            Predecessor

                                                   For the Period From      For the Period From      For the Period From
                                                   February 11, 1998 to     December 1, 1997 to      December 1, 1996 to
                                                   March 31, 1998           February 10, 1998        February 28, 1997
                                                   --------------           -----------------         -----------------

<S>                                                <C>                      <C>                      <C>    
                                               
REVENUES:

Mortgage servicing fees                                $  63,585                  $  84,869                $  94,750
                                                                          
Amortization of mortgage servicing rights                (36,976)                   (48,186)                 (49,379)
                                                                            
                                                     -------------             --------------            -------------
    Net servicing revenue                                 26,609                     36,683                   45,371
                                                                            
Interest income                                           18,290                     22,696                   21,277
                                                                            
Interest expense                                         (13,629)                   (20,548)                 (20,417)
                                                                            
                                                     -------------             --------------            -------------
    Net interest revenue                                   4,661                      2,148                      860
                                                                            

Net mortgage origination revenue                          14,269                     26,020                   22,469
                                                                            
Other income                                                 620                        414                      141
                                                                               
                                                    --------------             --------------            -------------
    Total Revenues                                        46,158                     65,265                   68,841
                                                                           
EXPENSES:

Salaries and employee benefits                            14,630                     16,945                   19,669
                                                                                
Occupancy and equipment                                    2,394                      3,558                    3,503
                                                                                
Servicing losses on investor-owned loans
  and foreclosure-related expenses                         1,823                      6,294                    4,981
                                                                                
Goodwill amortization                                      4,870                        128                      152
                                                                                 
Other expenses                                             8,033                      9,019                   11,682
                                                                                
                                                     -------------             -------------             -------------
    Total Expenses                                        31,750                     35,944                   39,987
                                                                                

Income before income taxes                                14,408                     29,321                   28,854
                                                                                 
Income tax expense                                         7,518                     11,432                   10,898
                                                       
                                                     -------------             -------------             -------------
                                                   
Net Income                                              $  6,890                  $  17,889                $  17,956
                                                     =============             =============             =============

The accompanying  notes are an integral part of these financial statements.
</TABLE>

<PAGE>


<TABLE>


                             HOMESIDE LENDING, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

                    (Dollars in Thousands, Except Share Data)


                                                                                            Predecessor
<CAPTION>

                                                   For the Period From      For the Period From      For the Period From
                                                   February 11, 1998        September 1, 1997        September 1, 1996
                                                   to March 31, 1998        to February 10, 1998     to February 28, 1997
                                                   -------------------      --------------------     --------------------
<S>                                                <C>                      <C>                      <C>   

REVENUES:

Mortgage servicing fees                                   $   63,585                $  192,475             $  185,242
Amortization of mortgage servicing rights                    (36,976)                 (106,190)               (97,499)
                                                                            
                                                         -------------             ------------           -------------
    Net servicing revenue                                      26,609                   86,285                 87,743
                                                                            

Interest income                                                18,290                   51,166                 46,518
                                                                            
Interest expense                                              (13,629)                 (43,897)               (36,559)
                                                                            
                                                         -------------             ------------           -------------
    Net interest revenue                                        4,661                    7,269                  9,961
                                                                            

Net mortgage origination revenue                               14,269                   46,696                 38,990
                                                                            
Other income                                                      620                      634                    220
                                                                            
                                                        --------------             -------------          -------------
    Total Revenues                                             46,158                  140,884                136,914

EXPENSES:

Salaries and employee benefits                                 14,630                   36,137                 40,319
                                                                            
Occupancy and equipment                                         2,394                    7,820                  6,840
                                                                           
Servicing losses on investor-owned loans
   and foreclosure-related expenses                             1,823                   11,465                  9,938
                                                                            
Goodwill amortization                                           4,870                      283                    304
                                                                            
Other expenses                                                  8,033                   18,480                 22,921
                                                                            
                                                         --------------             -------------         -------------
    Total Expenses                                             31,750                   74,185                 80,322
                                                                            

Income before income taxes                                     14,408                   66,699                 56,592
                                                                           
Income tax expense                                              7,518                   26,010                 22,271
                                                                            
                                                                                                    
                                                         --------------            --------------         -------------

Net Income                                                  $   6,890                $  40,689              $  34,321
                                                         ==============            ==============         ==============
</TABLE>
The accompanying  notes are an integral part of these financial statements.



<PAGE>

<TABLE>

                             HOMESIDE LENDING, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

                             (Dollars in Thousands)

                                                                                                      Predecessor
<CAPTION>

                                                                 For the Period From   For the Period From   For the Period From
                                                                 February 11, 1998     December 1, 1997 to   December 1, 1996 to
                                                                 to March 31, 1998     February 10, 1998     February 28, 1997
                                                                 -----------------     -----------------     -----------------
                                      
<S>                                                              <C>                   <C>                   <C>     
                                                                   
      CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES:

      Net income                                                     $       6,890          $    17,889           $    17,956
      Adjustments to reconcile net income to net cash used in
            operating activities:
        Amortization of mortgage servicing rights                           36,976               48,186                49,379
        Depreciation and amortization                                        5,608                2,064                 1,914
        Servicing losses on investor-owned loans                             1,193                2,099                   730
        Deferred income tax expense                                          7,518               10,587                10,898
        Capitalized excess servicing rights                                      -                    -                (4,642)
        Mortgage loans originated and purchased for sale                (2,793,790)          (4,888,432)           (3,422,752)
        Proceeds and principal repayments of mortgage loans held         2,434,895            4,632,483             3,718,707
          for sale
        Change in accounts receivable                                      (56,462)              23,330                14,857
        Change in other assets and accounts payable and accrued            122,425              (60,306)               (1,508)
          liabilities
                                                                   ---------------       ---------------        --------------
      Net cash (used in) provided by operating activities                 (234,747)            (212,100)              385,539

      CASH FLOWS USED IN INVESTING ACTIVITIES:

      Purchase of premises and equipment, net                               (3,882)              (7,498)               (1,574)
      Acquisition of mortgage servicing rights                            (162,259)            (114,789)             (131,441)
      Net proceeds from (purchases of) risk management contracts            14,185               70,248               (53,506)
      Early pool buyout advances                                           (74,910)             (62,381)                    -
                                                                                                            
                                                                    ---------------       ---------------        --------------
      Net cash used in investing activities                               (226,866)            (114,420)             (186,521)

      CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:

      Net borrowings from repayments to banks                              383,791              342,307              (192,310)
      Issuance of notes payable                                             60,000                    -                     -
      Payment of debt issue costs                                             (208)                 (60)                1,092
      Repayment of long-term debt                                              (38)                (204)                 (150)
      Capital contributions from the Parent                                      -                    -                47,003
      Dividends paid to the Parent                                               -                    -                (3,145)
                                                                                                                     
                                                                     ---------------       --------------        --------------
      Net cash provided by (used in) financing activities                  443,545              342,043              (147,510)

      Net (decrease) increase in cash and cash equivalents                 (18,068)              15,523                51,508
      Cash and cash equivalents at beginning of period                      32,113               16,590                 1,183
                                                                     ---------------       --------------        --------------
 
      Cash and cash equivalents at end of period                     $      14,045          $    32,113           $    52,691
                                                                     ===============       ==============        ==============

</TABLE>

The accompanying  notes are an integral part of these financial statements.


<PAGE>
<TABLE>


                             HOMESIDE LENDING, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

                             (Dollars in Thousands)

<CAPTION>
                                                                                                       Predecessor

                                                                  For the Period From   For the Period From    For the Period From
                                                                  February 11, 1998     September 1, 1997      September 1, 1996 
                                                                  to March 31, 1998     to February 10, 1998   to February 28, 1997
                                                                  -----------------     --------------------   --------------------
      <S>                                                         <C>                   <C>                    <C>
                                                                
                                                                  
      CASH FLOWS (USED IN) PROVIDED BY OPERATING ACTIVITIES:

      Net income                                                       $      6,890         $     40,689           $    34,321
      Adjustments to reconcile net income to net cash used in
            operating activities:
        Amortization of mortgage servicing rights                            36,976              106,190                97,499
        Depreciation and amortization                                         5,608                4,893                 3,784
        Servicing losses on investor-owned loans                              1,193                5,781                 5,687
        Deferred income tax expense                                           7,518               28,983                22,271
        Capitalized excess servicing rights                                       -                   --               (11,775)
        Mortgage loans originated and purchased for sale                 (2,793,790)         (11,453,271)           (6,949,760)
        Proceeds and principal repayments of mortgage loans held          2,434,895           11,242,236             7,435,327
      for sale
        Change in accounts receivable                                       (56,462)             (48,484)              (44,272)
        Change in other assets and accounts payable and accrued             122,425              (77,196)              (38,952)
      liabilities
                                                                    ----------------        --------------        --------------
      Net cash (used in) provided by operating activities                  (234,747)            (150,179)              554,130

      CASH FLOWS USED IN INVESTING ACTIVITIES:

      Purchase of premises and equipment, net                                (3,882)             (12,037)               (2,170)
      Acquisition of mortgage servicing rights                             (162,259)            (261,387)             (228,080)
      Net proceeds from (purchases of) risk management contracts             14,185              218,306               (63,055)
      Purchases of early pool buyout advances                               (74,910)              (5,692)                    -
                                                                                                             
                                                                    ----------------       --------------         --------------
      Net cash used in investing activities                                (226,866)             (60,810)             (293,305)

      CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:

      Net borrowings from (repayments to) banks                             383,791              206,627              (269,729)
      Issuance of notes payable                                              60,000               45,000                     -
      Payment of debt issue costs                                              (208)                (885)                1,939
      Repayment of long term debt                                               (38)                (358)                 (298)
      Capital contribution from Parent                                            -                    -                40,653
      Dividends paid to Parent                                                    -               (7,313)               (8,690)
                                                                      --------------       ---------------        --------------
      Net cash provided by (used in) financing activities                   443,545              243,071              (236,125)

      Net (decrease) increase in cash and cash equivalents                  (18,068)              32,082                24,700
      Cash and cash equivalents at beginning of period                       32,113                   31                27,991
                                                                      --------------       ---------------        --------------

      Cash and cash equivalents at end of period                       $     14,045         $     32,113           $    52,691
                                                                      ==============       ===============        ==============

</TABLE>

      The accompanying notes are an integral part of these financial statements.




<PAGE>




                             HOMESIDE LENDING, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.  BASIS OF PRESENTATION

     The accompanying  consolidated  financial  statements have been prepared in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q and Rule 10-01 of Regulation
S-X.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring  adjustments)  considered  necessary for a fair presentation have been
included.

     On February  10, 1998,  National  Australia  Bank,  Ltd.  (the  "National")
acquired all outstanding  shares of the common stock of HomeSide  International,
Inc. (the "Parent").  As consideration,  the National paid $27.825 per share for
all of the  outstanding  common stock and paid $17.7  million cash to retire all
outstanding  stock  options.  The total purchase  price was  approximately  $1.2
billion.  The  transaction  was  accounted for as a purchase.  As a result,  all
assets and  liabilities  were recorded at their fair value on February 11, 1998,
and the  purchase  price in excess of the fair value of net assets  acquired  of
$713.6  million was recorded as goodwill.  Following the  transaction  described
above,  the  National  now owns 100% of the  Parent's  common stock and HomeSide
International,  Inc.  has  become an  indirect  wholly-owned  subsidiary  of the
National.

  As a result of the merger with the National, HomeSide Lending, Inc. ("HomeSide
Lending" or the "Company")  adopted a fiscal year end of September 30 to conform
to  the  fiscal  year  of  the  National.  Accordingly,   comparative  financial
statements  for the same  period  in the  prior  year  have not been  presented.
Instead,  a  comparison  of the  period  of the prior  year  that  most  closely
corresponds to the present  period is presented.  HomeSide  Lending's  operating
results are not directly comparable to its historical  operating results due, in
part, to different balance sheet valuations (estimated fair value as compared to
historical cost). In addition,  because HomeSide Lending's operating results are
produced and managed on a quarterly  basis,  it is not  practicable to furnish a
period prior to February 11, 1998 that  corresponds to any period other than the
period(s)  reported  according  to the  Company's  prior  fiscal  year  periods.
Therefore,  the prior year period from December 1, 1997 to February 10, 1998 has
been presented in accordance with Regulation 15d-10(e)(4).

   Operating  results for the period from  February  11, 1998 to March 31, 1998,
the predecessor  company's period from December 1, 1997 to February 10, 1998 and
the  predecessor  period from  September  1, 1997 to  February  10, 1998 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending  September 30, 1998. For further  information,  refer to the consolidated
financial  statements and footnotes  thereto included in the annual report which
is incorporated by reference in the Form 10-K for the fiscal year ended February
10, 1998 of HomeSide Lending.

      HomeSide Lending is one of the largest full service  residential  mortgage
banking  companies in the United States,  formed through the  acquisition of the
mortgage  banking  operations of BankBoston,  N.A.,  formerly known as The First
National Bank of Boston ("Bank Boston") and Barnett Banks, Inc. ("Barnett").

2.  MORTGAGE SERVICING RIGHTS

The  analysis  of the  change in balance  for  mortgage  servicing  rights is as
follows (in thousands):
<TABLE>
<CAPTION>
                                                       Predecessor
<S>                            <C>                  <C>                             <C>    
Balance, February 10, 1998     $1,766,357           Balance, November 30, 1997      $1,733,469
Additions                          95,015           Additions                          114,137
Deferred hedge loss                34,178           Deferred hedge gain                (33,063)
Amortization                      (36,976)          Amortization                       (48,186)
                             -------------                                        -------------

Balance, March 31, 1998        $1,858,574           Balance, February 10, 1998      $1,766,357
                             =============                                        =============
</TABLE>

3.  NOTES PAYABLE

     HomeSide  Lending  borrows  funds on a  demand  basis  from an  independent
syndicate of banks under a $2.5 billion credit facility which, at the request of
HomeSide Lending,  may be increased to $3.0 billion.  The line of credit is used
to provide funds for HomeSide Lending's  business of originating,  acquiring and
servicing  mortgage loans.  The line of credit includes both a warehouse  credit
facility,  which is limited to 98% of the fair value of eligible  mortgage loans
held for  sale,  and a  servicing-related  facility,  which is  capped at $950.0
million.  On February 14, 2000,  the line of credit will  terminate.  The credit
agreement  contains  covenants  that  impose  limitations  and  restrictions  on
HomeSide  Lending,  including  the  maintenance  of certain  net worth and ratio
requirements.  Under certain  circumstances  set forth in the credit  agreement,
borrowings under the agreement  become  collateralized  by substantially  all of
HomeSide   Lending's  assets.   HomeSide  Lending  is  in  compliance  with  all
requirements  included in the credit  agreement.  At March 31, 1998 and February
28, 1997, $2.4 billion and $1.8 billion,  respectively,  were outstanding  under
the credit  line.  Amounts  outstanding  at March 31, 1998 and February 28, 1997
under the bank line of credit are  comprised of a warehouse  credit  facility of
$1.5 billion and $0.8 billion and a  servicing-related  credit  facility of $0.9
billion  and  $1.0  billion,   respectively.   HomeSide  established  short-term
borrowings with National Australia Bank at a maximum capacity of $115 million at
interest rates equal to LIBOR. At March 31, 1998, total borrowings from National
Australia Bank were $115 million.

Borrowings under the bank line of credit bear interest at rates per annum, based
on, at HomeSide  Lending's  option (A) the highest of (i) the lead bank's  prime
rate,  (ii) the secondary  market rate of certificates of deposit plus 100 basis
points and (iii) the federal funds rate in effect from time to time plus 0.5% or
(B) various rates based on federal fund rates.  At March 31, 1998,  the weighted
average interest rate on the amounts borrowed under the bank credit facility was
5.983%,  and the weighted  average interest rate during the period from February
11, 1998 to March 31, 1998 was 5.986%.

4.  LONG-TERM DEBT

    On May 14, 1996,  HomeSide  International,  Inc.  issued $200.0  million of
11.25% notes (the "Parent Notes")  maturing on May 15, 2003, and paying interest
semiannually  in arrears on May 15 and November 15 of each year,  commencing  on
November 15, 1996.  The Parent  Notes are  redeemable  at the option of HomeSide
International,  Inc. in whole or in part,  at any time on or after May 15, 2001,
at certain fixed redemption prices. The indenture contains covenants that impose
limitations and restrictions, including the maintenance of certain net worth and
ratio  requirements.  In  addition,  the  Parent  Notes are  secured by a second
priority pledge of the common stock of HomeSide Lending. HomeSide International,
Inc. is in compliance with all net worth and ratio requirements  included in the
indenture  relating to the Parent  Notes.  HomeSide  International,  Inc. used a
portion of the proceeds  from its  February 5, 1997  offering of common stock to
pre-pay  $70.0  million of the Parent  Notes at a premium of $7.9  million.  The
amount  outstanding  at March 31,  1998 is $ 130.0  million.  As a result of the
merger with the National,  a fair value  adjustment of $23.4 million is included
in the balance of the Parent Notes at March 31, 1998.

     As of March 31,  1998,  outstanding  medium-term  notes  issued by HomeSide
Lending,  under a $1.5 billion shelf registration  statement were as follows (in
thousands):

 Issue Date        Outstanding Balance  Stated Interest Rate  Maturity Date

May 20, 1997                 $250,000          6.890%         May 15, 2000
June 30, 1997                 200,000          6.883%         June 30, 2002
June 30, 1997                  40,000          6.820%         July    2, 2001
July 1, 1997                   15,000          6.860%         July    2, 2001
July 31, 1997                 200,000          6.818%         August 1, 2004
September 15, 1997             45,000          6.770%         September 17, 2001
March 19, 1998                 60,000          5.688%         March 20, 2000
                        --------------  
  Total                      $810,000
                        ==============

     As of March 31, 1998,  $650.0 million of the outstanding  medium-term notes
had been effectively converted by interest rate swap agreements to floating-rate
notes. The weighted average borrowing rates on medium-term borrowings issued for
the period from February 11, 1998 to March 31, 1998, including the effect of the
interest rate swap agreements,  was 6.071% . Net proceeds from the issuance were
primarily  used  to  reduce  the  amounts  outstanding  under  the  bank  credit
agreement.  Amounts were subsequently  reborrowed under the bank credit facility
to fund the  early  pool  buyout  program.  As a result of the  merger  with the
National,  a fair value adjustment of $1.8 million is included in the balance of
medium-term notes at March 31, 1998.

     In connection  with the  acquisition  of BancBoston  Mortgage  Corporation,
HomeSide  Lending  assumed a mortgage note payable that is due in 2017 and bears
interest at a stated rate of 9.5%.  HomeSide  Lending's main office  building is
pledged as  collateral  for the mortgage  note  payable.  A purchase  accounting
premium was recorded in connection with HomeSide  Lending  assuming the mortgage
note  payable.  As a result  of the  merger  with  the  National,  a fair  value
adjustment  of $4.2  million is  included  in the  balance of the  mortgage-note
payable.  The  balance  of the  mortgage  payable  at March  31,  1998 was $26.5
million.

5.  SUBSEQUENT EVENTS

    On April 1, 1998,  HomeSide  Lending entered into an agreement with Banc One
Mortgage  Corporation  ("Banc One") to acquire the mortgage  servicing assets of
Banc One.  HomeSide  Lending  and Banc One have also  entered  into a  Preferred
Partner  agreement,  whereby  Banc One will sell a  significant  portion  of its
residential  mortgage  loans to HomeSide  Lending over the next five years.  The
total purchase  consideration  is $201.0  million cash.  The mortgage  servicing
rights acquired relate to mortgage servicing loans of approximately $18 billion.
The  transaction is subject to regulatory  approvals and is expected to close in
the second calendar quarter of 1998.

    On  April  6,  1998,  the  Company  signed  an  agreement  with  NationsBank
Corporation  ("NationsBank") whereby NationsBank agreed to sell HomeSide Lending
a national  wholesale  mortgage loan network which was formerly owned by Barnett
Banks, Inc.

    On April 24, 1998,  an  additional  $125.0  million of 5.788% medium term
notes maturing on April 24, 2001 were issued by HomeSide Lending under the Shelf
Registration Statement.  Interest is payable quarterly in arrears on January 24,
April 24, July 24 and October 24 of each year,  commencing on July 24, 1998. Net
proceeds were used for working capital and general corporate purposes.

    Effective April 30, 1998, HomeSide, Inc., the Parent, amended its charter to
change its name to HomeSide International, Inc.

     As  a  result  of  NationsBank's   acquisition  of  Barnett  Banks,   Inc.,
NationsBank and the Company entered into an agreement,  subsequently amended, to
release Barnett from a five year agreement to sell certain of its mortgage loans
to HomeSide Lending.  In consideration,  the Company received an increase in the
weighted average  servicing fee for Barnett  portfolio loans currently  serviced
and a cash payment.

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

General

    HomeSide Lending is one of the largest full service  residential  mortgage
banking  companies in the United States,  formed through the  acquisition of the
mortgage  banking  operations of BankBoston,  N.A.,  formerly known as The First
National Bank of Boston ("BankBoston"), and Barnett Banks, Inc. ("Barnett").
HomeSide Lending's strategy  emphasizes  variable cost mortgage  origination and
low cost servicing.  Headquartered  in Jacksonville,  Florida,  HomeSide Lending
ranks as the 5th largest  originator and the 6th largest  servicer in the United
States  for  calendar  year 1997  based on data  published  by  Inside  Mortgage
Finance.

    HomeSide Lending plans to build its core operations  through (i) improved
economies  of  scale in  servicing  costs;  (ii)  increased  productivity  using
proprietary  technology;  and  (iii)  expanded  and  diversified  variable  cost
origination channels. In addition, HomeSide Lending intends to pursue additional
loan portfolio  acquisitions and strategic origination  relationships similar to
the existing BankBoston and Banc One relationships.

    On February 10, 1998,  National  Australia  Bank,  Ltd.  (the  "National")
acquired all outstanding  shares of the common stock of HomeSide  International,
Inc.  As  consideration,  the  National  paid  $27.825  per share for all of the
outstanding  common stock and paid $17.7 million cash to retire all  outstanding
stock  options.  The total purchase price was  approximately  $1.2 billion.  The
transaction  was  accounted  for as a  purchase.  As a result,  all  assets  and
liabilities  were  recorded at their fair value on February  11,  1998,  and the
purchase  price in excess of the fair  value of net  assets  acquired  of $713.6
million was recorded as goodwill. Following the transaction described above, the
National now owns 100% of the Parent's common stock and the Parent has become an
indirect wholly-owned subsidiary of the National.

    As a result of the merger with the  National,  HomeSide  Lending  adopted a
fiscal year end of September  30 to conform to the fiscal year of the  National.
Accordingly,  comparative  financial statements for the same period in the prior
year have not been presented.  Instead,  a comparison of the period of the prior
year that most closely corresponds to the present period is presented.  HomeSide
Lending's  operating  results  are not  directly  comparable  to its  historical
operating results due, in part, to different balance sheet valuations (estimated
fair value as  compared to  historical  cost).  In  addition,  because  HomeSide
Lending's operating results are produced and managed on a quarterly basis, it is
not practicable to furnish a period prior to February 11, 1998 that  corresponds
to any period other than the period(s) reported according to the Company's prior
fiscal year periods.  Therefore,  the prior year period from December 1, 1997 to
February 10, 1998 has been presented in accordance with Regulation 15d-10(e)(4).


     Operating  results for the period from February 11, 1998 to March 31, 1998,
the  predecessor  period from  December 1, 1997 to February 10, 1998 and the
predecessor  period  from  September  1,  1997  to  February  10,  1998  are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending  September 30, 1998. For further  information,  refer to the consolidated
financial  statements and footnotes  thereto included in the annual report which
is incorporated by reference in the Form 10-K for the fiscal year ended February
10, 1998 of HomeSide Lending.

Forward-Looking Statements

    The  Private  Securities  Litigation  Reform Act of 1995  provides a "safe
harbor" for certain  forward-looking  statements.  This Quarterly Report on Form
10-Q contains  forward-looking  statements  which reflect the Company's  current
views  with  respect  to  future   events  and  financial   performance.   These
forward-looking  statements  are  subject  to certain  risks and  uncertainties,
including  those  identified  below,  which could cause actual results to differ
materially from historical  results or those  anticipated.  The words "believe,"
"expect,"   "anticipate,"  "intend,"  "estimate"  and  other  expressions  which
indicated future events and trends identify  forward-looking  statements,  which
speak only as of their dates.  The Company  undertakes no obligation to publicly
update or  revise  any  forward-looking  statements  whether  as a result of new
information,  future  events or  otherwise.  The  following  factors could cause
actual  results  to  differ   materially  from   historical   results  or  those
anticipated:  (1) the Company's  ability to grow which depends on its ability to
obtain additional  financing in the future for originating loans,  investment in
servicing  rights,  working capital,  capital  expenditure and general corporate
purposes,   (2)  economic   downturns  may   negatively   affect  the  Company's
profitability  as the  frequency  of loan  default  tends  to  increase  in such
environments  and (3)  changes in  interest  rates may affect the volume of loan
originations and acquisitions,  the interest rate spread on loans held for sale,
the  amount of gain or loss on the sale of loans and the value of the  Company's
servicing  portfolio.  These risks and  uncertainties are more fully detailed in
the Company's filings with the Securities and Exchange Commission.

Loan Production Activities

    As a multi-channel loan production lender, HomeSide Lending has one of the
industry's largest correspondent lending production  operations,  a full-service
brokered  loan  program and a national  production  center for  consumer  direct
mortgage  lending.  By  focusing on  production  channels  with a variable  cost
structure,   HomeSide  Lending   eliminates  the  fixed  costs  associated  with
traditional  mortgage  branch  offices.  Without  the  burden of high fixed cost
origination  overhead,  HomeSide Lending is well positioned to weather a variety
of interest rate environments.

    The  following   information  regarding  loan  production  activities  for
HomeSide Lending is presented to aid in understanding  the results of operations
and  financial  condition of HomeSide  Lending for the period from  February 11,
1998 to March 31,  1998 and the  predecessor  periods  from  December 1, 1997 to
February 10, 1998,  September 1, 1997 to February 10, 1998,  December 1, 1996 to
February 28, 1997 and September 1, 1996 to February 28, 1997 (in millions):

<TABLE>
<CAPTION>

                               For the Period     For the Period      For the Period      For the Period      For the Period
                               From February      From December       From December       From September      From September 
                               11, 1998 to        1, 1997 to          1, 1996 to          1, 1997 to          1, 1996 to
                               March 31, 1998     February 10, 1998   February 28, 1997   February 10, 1998   February 28, 1997
<S>                            <C>                <C>                 <C>                 <C>                 <C> 

Correspondent                        $2,325            $2,970              $3,021              $6,280              $6,270
Co-issue                              1,488             1,162               2,610               2,907               4,595
Broker                                  372               290                 300                 609                 468
                                    --------          --------            --------            --------            --------
Total wholesale                       4,185             4,422               5,931               9,796              11,333
Direct                                   97                87                 134                 193                 273
                                    --------          --------            --------            --------            --------
Total production                      4,282             4,509               6,065               9,989              11,606
Bulk acquisitions                         2               380                   -               1,465                   -
                                    --------          --------            --------            --------            --------
                                                     
Total production and acquisitions    $4,284            $4,889              $6,065             $11,454             $11,606
                                    ========         =========            ========            ========            ========
</TABLE>
                                    

    Total loan production,  excluding bulk acquisitions,  was $4.3 billion for
the period from February 11, 1998 to March 31, 1998 compared to $4.5 billion for
the  predecessor  period from  December  1, 1997 to  February  10, 1998 and $6.1
billion for the  predecessor  period from December 1, 1996 to February 28, 1997.
Loan  production for the  predecessor  period from September 1, 1997 to February
10,  1998,  excluding  bulk  acquisitions,  totaled  $10.0  billion  while  loan
production  for the  predecessor  period from  September 1, 1996 to February 28,
1997, excluding bulk acquisitions,  totaled $11.6 billion.  Production increases
were  primarily due to growth in HomeSide  Lending's  correspondent  lending and
broker channels.  HomeSide Lending also made bulk servicing acquisitions of $2.0
million during the period from February 11, 1998 to March 31, 1998,  compared to
$380 million for the  predecessor  period from  December 1, 1997 to February 10,
1998 and $1.5 billion  during the  predecessor  period from September 1, 1997 to
February 10, 1998.

    HomeSide  Lending  continues to examine a number of ways to diversify  and
grow revenue  sources from its existing and new customer  base.  As part of this
effort,  HomeSide  Lending has announced an alliance  with a sub-prime  mortgage
lender,  which  allows  HomeSide  Lending to offer  additional  mortgage-related
products  to the  production  network.  HomeSide  Lending  then sells the loans,
servicing released,  to its strategic partners.  The subprime lending unit began
operations in January 1998.

    On April 1, 1998,  HomeSide  Lending entered into an agreement with Banc
One Mortgage  Corporation  ("Banc One") to acquire the mortgage servicing assets
of Banc One.  HomeSide  Lending and Banc One have also  entered into a Preferred
Partner  agreement,  whereby  Banc One will sell a  significant  portion  of its
residential  mortgage  loans to  HomeSide  over the next five  years.  The total
purchase  consideration  is $201.0 million cash. The mortgage  servicing  rights
acquired relate to mortgage servicing loans of approximately $18.0 billion.  The
transaction  is subject to regulatory  approvals and is expected to close in the
second calendar quarter of 1998.

Servicing Portfolio

    Management  believes  that HomeSide  Lending is one of the most  efficient
mortgage  servicers in the industry based on its servicing cost per loan and the
number of loans serviced per employee.  The servicing  operation makes extensive
use  of  state-of-the-art   technology,   process   re-engineering  and  expense
management.  With a portfolio size of $98.9 billion,  HomeSide  Lending services
the loans of approximately 1.2 million  homeowners from across the United States
and  is  committed  to  protecting  the  value  of  this  important  asset  by a
sophisticated  risk management  strategy.  HomeSide Lending  anticipates its low
cost of servicing loans will continue to maximize the bottom-line  impact of its
growing servicing portfolio.  HomeSide Lending's focus on efficient and low cost
processes is pursued  through the  selective  use of  automation  as well as the
strategic  outsourcing of selected servicing  functions and effective control of
delinquencies and foreclosures.

    The  following  information  on the dollar  amounts of loans  serviced  is
presented  to aid in  understanding  the  results of  operations  and  financial
condition of HomeSide Lending for the period from February 11, 1998 to March 31,
1998 and the  predecessor periods from  December 1, 1997 to February  10,  1998,
September 1, 1997 to February  10,  1998,  December 1, 1996 to February 28, 1997
and September 1, 1996 to February 28, 1997 (in millions):

<TABLE>
<CAPTION>

                          For the Period From  For the Period From   For the Period From   For the Period From  For the Period From
                          February 11, 1998    December 1, 1997      December 1, 1996      September 1, 1997    September 1, 1996
                          to March 31, 1998    to February 10, 1998  to February 28, 1998  to February 10,1998  to February 28, 1997
                          -----------------    --------------------  --------------------  -------------------  --------------------
<S>                       <C>                  <C>                   <C>                   <C>                  <C>    
                                                    
Balance at beginning of 
     period                          $98,906            $97,783                $87,713             $95,429               $84,819
Additions                              4,284              4,920                  6,064              11,454                11,308

Scheduled amortization                   319                437                    557                 971                 1,051
Prepayments                            3,820              3,210                  1,674               6,330                 3,203
Foreclosures                             129                150                    141                 370                   247
Sales of servicing                        40                  -                  2,187(a)             306                 2,408
                                  -----------------    ---------------         --------------      --------------      -------------
     Total reductions                  4,308              3,797                  4,559               7,977                 6,909
                                  =================    ===============         ==============      ==============      =============
Balance at end of period             $98,882            $98,906                $89,218             $98,906               $89,218
                                  =================    ===============         ==============      ==============      =============
(a)  Includes  $1.9  billion in  servicing  sold as part of the sale of Honolulu
     Mortgage Company.

</TABLE>
      The number of loans  serviced at March 31, 1998 was 1,165,587  compared to
1,070,000  at February  28, 1997.  HomeSide  Lending's  strategy is to build its
mortgage servicing  portfolio by concentrating on variable cost loan origination
strategies,  and as a result, benefit from improved economies of scale. A key to
HomeSide Lending's future growth is the proprietary servicing software purchased
from Barnett.  This system will allow  HomeSide  Lending to double the number of
loans  serviced on a single  system.  Over half of the  servicing  portfolio  is
serviced on the proprietary  system. The transfer of the remaining  portfolio is
expected to occur by the end of calendar year 1998.


Results of Operations

For the  period  from  February  11,  1998 to March  31,  1998  compared  to the
predecessor  period  from  December  1,  1997  to  February  10,  1998  and  the
predecessor period from December 1, 1996 to February 28, 1997

   Summary

     HomeSide Lending's net income was $6.9 million for the period from February
11, 1998 to March 31, 1998 compared to $17.9 million for the predecessor  period
from December 1, 1997 to February 10, 1998 and $18.0 million for the predecessor
period from December 1, 1996 to February 28, 1997. Total revenues for the period
from  February 11, 1998 to March 31, 1998 were $46.2  million  compared to $65.3
million for the  predecessor  period from  December 1, 1997 to February 10, 1998
and $68.8 million for the  predecessor  period from December 1, 1996 to February
28,  1997.  The  annualized  increases in net income and revenues for the period
from February 11, 1998 to March 31, 1998 compared to the predecessor period from
December 1, 1997 to February 10, 1998 and the  predecessor  period from December
1, 1996 to February  28, 1997 were  primarily  attributable  to increases in net
servicing revenue,  net mortgage  origination revenue, and net interest revenue.
Total  expenses  increased on an  annualized  basis as a result of  amortization
expense of $4.9 million related to the goodwill  associated with the merger with
the  National  (see  Note  1).  The  increase  in net  servicing  revenue  on an
annualized basis was mainly a result of a $9.7 billion increase in the servicing
portfolio to $98.9  billion at March 31, 1998 from $89.2 billion at February 28,
1997. Net mortgage  origination  revenue increased on an annualized basis due to
loan production volume increases.  Net interest revenue increased primarily as a
result of reduced  borrowing  costs from the bank line of credit  from  improved
credit  ratings and the issuance of medium-term  notes which expanded  borrowing
capacity.

    Net Servicing Revenue

      Net  servicing  revenue was $26.6 million for the period from February 11,
1998 to March 31, 1998 compared to $36.7 million for the predecessor period from
December 1, 1997 to  February  10,  1998 and $45.4  million for the  predecessor
period from  December 1, 1996 to February 28,  1997.  Net  servicing  revenue is
comprised  of  mortgage  servicing  fees,   ancillary  servicing  revenue,   and
amortization of mortgage servicing rights.

     Mortgage  servicing fees totaled $63.6 million for the period from February
11, 1998 to March 31, 1998 compared to $84.9 million for the predecessor  period
from December 1, 1997 to February 10, 1998 and $94.8 million for the predecessor
period from  December 1, 1996 to February  28,  1997.  The  servicing  portfolio
increased  to $98.9  billion  at March 31,  1998  compared  to $89.2  billion at
February 28, 1997, an 11% increase. HomeSide Lending's weighted average interest
rate of the mortgage  loans in the  servicing  portfolio  was 7.82% at March 31,
1998,  7.85% at February 10, 1998 and 7.92% at February  28, 1997.  The weighted
average servicing fee, including  ancillary income, for the servicing  portfolio
was 0.463% for the period from  February 11, 1998 to March 31, 1998,  0.444% for
the  predecessor  period from December 1, 1997 to February 10, 1998,  and 0.423%
for the  predecessor  period from  December 1, 1996 to February  28,  1997.  The
increase in the weighted  average  servicing  fee was due to growth of ancillary
revenues  including  late fees and other  mortgage-related  products  and higher
proportions of government loans serviced which typically have a higher servicing
fee.  Amortization  expense was $37.0  million for the period from  February 11,
1998 to March 31, 1998 compared to $48.2 million for the predecessor period from
December 1, 1997 to  February  10,  1998 and $49.4  million for the  predecessor
period from  December 1, 1996 to February 28, 1997.  Amortization  expense on an
annualized  basis  increased  mainly as a result of a higher average  balance of
mortgage  servicing rights and a decrease of 0.59% in average mortgage  interest
rates from February 28, 1997 to March 31, 1998.

   Net Interest Revenue

      Net  interest  revenue  is  driven  by the level of  interest  rates,  the
direction in which rates are moving and the spread  between  short and long-term
interest rates.  These factors  influence the size of the  residential  mortgage
origination market,  HomeSide Lending's loan production volumes and the interest
rates HomeSide Lending earns on loans and pays to its lenders.

      Loan refinancing levels are the largest contributor to changes in the size
of the mortgage  origination market. To reduce the cost of their home mortgages,
borrowers  tend to refinance  their loans during  periods of declining  interest
rates, increasing the size of the origination market and Homeside Lending's loan
production  volumes.  Higher loan  production  volumes  result in higher average
balances  of loans  held for sale and  consequently  higher  levels of  interest
income from interest earned on such loans prior to their sale. This higher level
of interest  income due to increased  volumes is  partially  offset by the lower
rates earned on the loans.

      Overall  borrowing  costs also fluctuate  with changes in interest  rates.
Currently,  the interest expense HomeSide Lending pays to finance mortgage loans
held for sale and other net assets is  generally  calculated  with  reference to
short-term  interest  rates. In addition,  because  mortgage loans held for sale
earn  interest  based on longer term interest  rates,  the level of net interest
revenue  is also  influenced  by the spread  between  long-term  and  short-term
interest rates.

     Net interest  revenue totaled $4.6 million for the period from February 11,
1998 to March 31, 1998, compared to $2.1 million for the predecessor period from
December 1, 1997 to  February  10,  1998 and $0.9  million  for the  predecessor
period from  December 1, 1996 to February  28,  1997.  Increases in net interest
revenue were primarily due to improved  funding rates obtained  through improved
credit ratings, the issue of medium-term notes and the adoption of an early pool
buyout  program.  HomeSide  Lending  has  issued a total of  $810.0  million  of
medium-term  notes to the public market at an average cost of 6.071% as of March
31, 1998.  The proceeds  were used to pay down  existing  bank debt,  increasing
HomeSide Lending's  borrowing  capacity.  An immediate benefit of this increased
borrowing  capacity was the  initiation of an early pool buyout  program,  which
involves the  purchase of  delinquent  government  loans from pools early in the
foreclosure  process,  thereby reducing the  unreimbursed  interest expense that
HomeSide Lending incurs.

   Net Mortgage Origination Revenue

      Net  mortgage  origination  revenue  is  comprised  of fees  earned on the
origination of mortgage loans,  gains and losses on the sale of loans, gains and
losses resulting from hedging of secondary marketing activities and fees charged
to review loan documents for purchased loan production.

     Net  mortgage  origination  revenue  was $14.3  million for the period from
February  11,  1998  to  March  31,  1998  compared  to  $26.0  million  for the
predecessor  period from December 1, 1997 to February 10, 1998 and $22.5 million
for the  predecessor  period from  December 1, 1996 to February  28,  1997.  The
increase in net mortgage  origination revenue on an annualized basis reflects an
increase  in loan  production  volumes,  primarily  through  HomeSide  Lending's
correspondent  lending  and  broker  channels,  and an  increase  in gains  from
secondary marketing activities.

   Salaries and Employee Benefits

      Salaries and employee  benefits  expense was $14.6  million for the period
from  February  11,  1998 to March 31, 1998  compared  to $16.9  million for the
predecessor  period from December 1, 1997 to February 10, 1998 and $19.7 million
for the  predecessor  period from  December 1, 1996 to February  28,  1997.  The
average number of full-time  equivalent  employees was 1,968 for the period from
February 11, 1998 to March 31, 1998 compared to 1,891 for the predecessor period
from December 1, 1997 to February 10, 1998 and 1,689 for the predecessor  period
from December 1, 1996 to February 28, 1997.

   Occupancy and Equipment Expense

     Occupancy and equipment expense primarily includes rental expense,  repairs
and maintenance  costs,  certain computer  software expenses and depreciation of
HomeSide Lending's  premises and equipment.  Occupancy and equipment expense for
the period from February 11, 1998 to March 31, 1998 was $2.4 million compared to
$3.6 million for the  predecessor  period from  December 1, 1997 to February 10,
1998 and $3.5  million  for the  predecessor  period  from  December  1, 1996 to
February 28, 1997. The increase in expense on an annualized basis was mainly due
to the  increase in  information  systems  costs  required to handle the growing
mortgage servicing portfolio.

   Servicing Losses on Investor-Owned Loans and Foreclosure-Related Expenses

      Servicing  losses on  investor-owned  loans represent  anticipated  losses
primarily  attributable  to  servicing  FHA and VA loans  for  investors.  These
amounts   include   actual   losses   for  the  final   disposition   of  loans,
non-recoverable  foreclosure costs,  accrued interest for which payment has been
curtailed  and  estimates  for  potential  losses  based on  HomeSide  Lending's
experience as a servicer of government loans.

      Servicing losses on investor-owned loans and foreclosure-related  expenses
totaled  $1.8  million for the period from  February  11, 1998 to March 31, 1998
compared to $6.3  million for the  predecessor  period from  December 1, 1997 to
February 10, 1998 and $5.0 million for the  predecessor  period from December 1,
1996 to February 28, 1997. The annualized  increase was largely  attributable to
the  growth  of the  servicing  portfolio  resulting  from loan  production  and
increased foreclosure losses.

      Included  in the balance of accounts  payable and accrued  liabilities  at
March 31, 1998 is a reserve for  estimated  servicing  losses on  investor-owned
loans of $21.7 million.  The reserve has been  established for potential  losses
related to the  mortgage  servicing  portfolio.  Increases  to the  reserve  are
charged to earnings as servicing losses on investor-owned  loans. The reserve is
decreased  for  actual  losses  incurred  related  to  the  mortgage   servicing
portfolio.  HomeSide Lending's  historical loss experience on VA loans generally
has been consistent with industry experience.  Management believes that HomeSide
Lending has an adequate  level of reserve based on servicing  volume,  portfolio
composition,  credit  quality and  historical  loss rates,  as well as estimated
future losses.

The following  table sets forth HomeSide  Lending's  delinquency and foreclosure
experience:

                        Servicing Portfolio Delinquencies
                             (percent by loan count)

                                                    At          Predecessor At
                                              March 31, 1998  February 28, 1997
Servicing Portfolio Delinquencies, 
 excluding bankruptcies (at end of period)
          30 days                                  3.20%             3.27%
          60 days                                  0.67%             0.69%
          90+ days                                 0.61%             0.54%
                                              =============      ============
               Total past due                      4.48%             4.50%
                                              =============      ============

          Foreclosures pending                     0.80%             0.72%
                                              =============      ============


   Other Expenses

      Other  expenses  consist  mainly  of  professional  fees,   communications
expense,  advertising and public relations, data processing expenses and certain
loan origination expenses.  The level of other expenses fluctuates in part based
upon the level of  HomeSide  Lending's  mortgage  servicing  portfolio  and loan
production volumes.

     Other  expenses  were $8.0 million for the period from February 11, 1998 to
March 31, 1998 compared to $9.0 million for the predecessor period from December
1, 1997 to February 10, 1998 and $11.7 million for the  predecessor  period from
December 1, 1996 to February 28, 1997.  The increase on an  annualized  basis in
other expenses was primarily due to amortization expense for goodwill associated
with the National  acquisition  of $4.9 million for the period from February 11,
1998 to March 31, 1998.

   Income Tax Expense

     HomeSide  Lending's income tax expense was $7.5 million for the period from
February  11,  1998  to  March  31,  1998  compared  to  $11.4  million  for the
predecessor  period from December 1, 1997 to February 10, 1998 and $10.9 million
for the  predecessor  period from  December 1, 1996 to February  28,  1997.  The
effective  income tax rate for the period  from  February  11, 1998 to March 31,
1998 was 52% compared to 39% for the predecessor period from December 1, 1997 to
February 10, 1998 and 38% for the  predecessor  period from  December 1, 1996 to
February 28, 1997,  due to the tax effects of goodwill as a result of the merger
with the National.

Results of Operations

For the  period  from  February  11,  1998 to March  31,  1998  compared  to the
predecessor  period  from  September  1,  1997  to  February  10,  1998  and the
predecessor period from September 1, 1996 to February 28, 1997

   Summary

     HomeSide Lending's net income was $6.9 million for the period from February
11, 1998 to March 31, 1998 compared to $40.7 million for the predecessor  period
from  September  1,  1997  to  February  10,  1998  and  $34.3  million  for the
predecessor  period from September 1, 1996 to February 28, 1997.  Total revenues
for the period  from  February  11,  1998 to March 31,  1998 were $46.2  million
compared to $140.9 million for the predecessor  period from September 1, 1997 to
February 10, 1998 and $136.9 million for the  predecessor  period from September
1, 1996 to  February  28,  1997.  The  annualized  increases  in net  income and
revenues  for period from  February  11, 1998 to March 31, 1998  compared to the
predecessor  period  from  September  1,  1997  to  February  10,  1998  and the
predecessor  period from  September 1, 1996 to February 28, 1997 were  primarily
attributable  to increases in net servicing  revenue,  net mortgage  origination
revenue,  and net interest  revenue.  Total expenses  increased on an annualized
basis as a result of  amortization  expense  related to the goodwill  associated
with the merger with the National  (see Note 1). The  increase in net  servicing
revenue on an annualized basis was mainly a result of a $9.7 billion increase in
the servicing portfolio to $98.9 billion at March 31, 1998 from $89.2 billion at
February 28, 1997. Net mortgage  origination  revenue increased on an annualized
basis due to loan production volume increases. Net interest revenue increased on
an annualized  basis  primarily as a result of reduced  borrowing costs from the
bank line of credit from improved credit ratings and the issuance of medium-term
notes which expanded borrowing capacity.

    Net Servicing Revenue

      Net  servicing  revenue was $26.6 million for the period from February 11,
1998 to March 31, 1998 compared to $86.3 million for the predecessor period from
September  1, 1997 to February  10, 1998 and $87.7  million for the  predecessor
period from  September 1, 1996 to February 28, 1997.  Net  servicing  revenue is
comprised  of  mortgage  servicing  fees,   ancillary  servicing  revenue,   and
amortization of mortgage servicing rights.

     Mortgage  servicing fees totaled $63.6 million for the period from February
11, 1998 to March 31, 1998 compared to $192.5 million for the predecessor period
from  September  1,  1997 to  February  10,  1998  and  $185.2  million  for the
predecessor  period from  September 1, 1996 to February 28, 1997.  The servicing
portfolio increased to $98.9 billion at March 31, 1998 compared to $89.2 billion
at February 28, 1997,  an 11%  increase.  HomeSide  Lending's  weighted  average
interest  rate of the mortgage  loans in the  servicing  portfolio  was 7.82% at
March 31, 1998,  7.85% at February 10, 1998 and 7.92% at February 28, 1997.  The
weighted average servicing fee,  including  ancillary income,  for the servicing
portfolio  was 0.463% for the period  from  February  11, 1998 to March 31, 1998
compared to 0.444% for the predecessor period from September 1, 1997 to February
10,  1998 and  0.421%  for the  predecessor  period  from  September  1, 1996 to
February 28, 1997. The increase in the weighted average servicing fee was due to
growth of  ancillary  revenues  including  late fees and other  mortgage-related
products and higher  proportions of government  loans  serviced which  typically
have a higher  servicing  fee.  Amortization  expense was $37.0  million for the
period from February 11, 1998 to March 31, 1998  compared to $106.2  million for
the  predecessor  period from  September  1, 1997 to February 10, 1998 and $97.5
million for the predecessor  period from September 1, 1996 to February 28, 1997.
The amortization  expense increased on an annualized basis mainly as a result of
a higher average balance of mortgage  servicing rights and a decrease of .59% in
average mortgage interest rates from February 28, 1997 to March 31, 1998.

   Net Interest Revenue

      Net  interest  revenue  is  driven  by the level of  interest  rates,  the
direction in which rates are moving and the spread  between  short and long-term
interest rates.  These factors  influence the size of the  residential  mortgage
origination market,  HomeSide Lending's loan production volumes and the interest
rates HomeSide Lending earns on loans and pays to its lenders.

      Loan refinancing levels are the largest contributor to changes in the size
of the mortgage  origination market. To reduce the cost of their home mortgages,
borrowers  tend to refinance  their loans during  periods of declining  interest
rates, increasing the size of the origination market and Homeside Lending's loan
production  volumes.  Higher loan  production  volumes  result in higher average
balances  of loans  held for sale and  consequently  higher  levels of  interest
income from interest earned on such loans prior to their sale. This higher level
of interest  income due to increased  volumes is  partially  offset by the lower
rates earned on the loans.

      Overall  borrowing  costs also fluctuate  with changes in interest  rates.
Currently,  the interest  expense HomeSide Lendng pays to finance mortgage loans
held for sale and other net assets is  generally  calculated  with  reference to
short-term  interest  rates. In addition,  because  mortgage loans held for sale
earn  interest  based on longer term interest  rates,  the level of net interest
revenue  is also  influenced  by the spread  between  long-term  and  short-term
interest rates.

     Net interest  revenue totaled $4.7 million for the period from February 11,
1998 to March 31, 1998 compared to $7.3 million for the predecessor  period from
September  1, 1997 to February  10, 1998 and $10.0  million for the  predecessor
period from  September 1, 1996 to February  28, 1997.  Increases in net interest
revenue on an  annualized  basis were  primarily  due to improved  funding rates
obtained through improved credit ratings, the issue of medium-term notes and the
adoption of an early pool buyout program. HomeSide Lending has issued a total of
$810.0 million of  medium-term  notes to the public market at an average cost of
6.071% as of March 31, 1998.  The proceeds  were used to pay down  existing bank
debt,  increasing HomeSide Lending's borrowing capacity. An immediate benefit of
this  increased  borrowing  capacity was the  initiation of an early pool buyout
program,  which involves the purchase of delinquent  government loans from pools
early in the foreclosure  process,  thereby reducing the  unreimbursed  interest
expense that HomeSide Lending incurs.

   Net Mortgage Origination Revenue

      Net  mortgage  origination  revenue  is  comprised  of fees  earned on the
origination of mortgage loans,  gains and losses on the sale of loans, gains and
losses resulting from hedging of secondary marketing activities and fees charged
to review loan documents for purchased loan production.

     Net  mortgage  origination  revenue  was $14.3  million for the period from
February  11,  1998  to  March  31,  1998  compared  to  $46.7  million  for the
predecessor period from September 1, 1997 to February 10, 1998 and $39.0 million
for the  predecessor  period from  September 1, 1996 to February  28, 1997.  The
increase in net mortgage  origination revenue on an annualized basis reflects an
increase  in loan  production  volumes,  primarily  through  HomeSide  Lending's
correspondent  lending  and  broker  channels,  and an  increase  in gains  from
secondary marketing activities.

   Salaries and Employee Benefits

      Salaries and employee  benefits  expense was $14.6  million for the period
from  February  11,  1998 to March 31, 1998  compared  to $36.1  million for the
predecessor period from September 1, 1997 to February 10, 1998 and $40.3 million
for the  predecessor  period from  September 1, 1996 to February  28, 1997.  The
average number of full-time  equivalent  employees was 1,968 for the period from
February 11, 1998 to March 31, 1998 compared to 1,848 for the predecessor period
from September 1, 1997 to February 10, 1998 and 1,698 for the predecessor period
from September 1, 1996 to February 28, 1997.

   Occupancy and Equipment Expense

     Occupancy and equipment expense primarily includes rental expense,  repairs
and maintenance  costs,  certain computer  software expenses and depreciation of
HomeSide Lending's  premises and equipment.  Occupancy and equipment expense was
$2.4 million for the period from February 11, 1998 to March 31, 1998 compared to
$7.8 million for the  predecessor  period from September 1, 1997 to February 10,
1998 and $6.8  million  for the  predecessor  period from  September  1, 1996 to
February 28, 1997. The increase in expense on an annualized basis was mainly due
to the  increase in  information  systems  costs  required to handle the growing
mortgage servicing portfolio.

   Servicing Losses on Investor-Owned Loans and Foreclosure-Related Expenses

      Servicing  losses on  investor-owned  loans represent  anticipated  losses
primarily  attributable  to  servicing  FHA and VA loans  for  investors.  These
amounts   include   actual   losses   for  the  final   disposition   of  loans,
non-recoverable  foreclosure costs,  accrued interest for which payment has been
curtailed  and  estimates  for  potential  losses  based on  HomeSide  Lending's
experience as a servicer of government loans.

     Servicing losses on investor-owned loans and  foreclosure-related  expenses
totaled  $1.8  million for the period from  February  11, 1998 to March 31, 1998
compared to $11.5 million for the  predecessor  period from September 1, 1997 to
February 10, 1998 and $9.9 million for the predecessor  period from September 1,
1996 to February  28,  1997.  The  increase on an  annualized  basis was largely
attributable  to the  growth  of the  servicing  portfolio  resulting  from loan
production and increased foreclosure losses.

      Included  in the balance of accounts  payable and accrued  liabilities  at
March 31, 1998 is a reserve for  estimated  servicing  losses on  investor-owned
loans of $21.7 million.  The reserve has been  established for potential  losses
related to the  mortgage  servicing  portfolio.  Increases  to the  reserve  are
charged to earnings as servicing losses on investor-owned  loans. The reserve is
decreased  for  actual  losses  incurred  related  to  the  mortgage   servicing
portfolio.  HomeSide Lending's  historical loss experience on VA loans generally
has been consistent with industry experience.  Management believes that HomeSide
Lending has an adequate  level of reserve based on servicing  volume,  portfolio
composition,  credit  quality and  historical  loss rates,  as well as estimated
future losses.

The following  table sets forth HomeSide  Lending's  delinquency and foreclosure
experience:

                        Servicing Portfolio Delinquencies
                             (percent by loan count)

                                                  At          Predecessor At
                                            March 31, 1998  February 28, 1997
Servicing Portfolio Delinquencies, 
 excluding bankruptcies (at end of period)
          30 days                                3.20%            3.27%
          60 days                                0.67%            0.69%
          90+ days                               0.61%            0.54%
                                            ==============   ==============
               Total past due                    4.48%            4.50%
                                            ==============   ==============

          Foreclosures pending                   0.80%            0.72%
                                            ==============   ==============


   Other Expenses

      Other  expenses  consist  mainly  of  professional  fees,   communications
expense,  advertising and public relations, data processing expenses and certain
loan origination expenses.  The level of other expenses fluctuates in part based
upon the level of  HomeSide  Lending's  mortgage  servicing  portfolio  and loan
production volumes.

     Other  expenses  were $8.0 million for the period from February 11, 1998 to
March 31,  1998  compared  to $18.5  million  for the  predecessor  period  from
September  1, 1997 to February  10, 1998 and $22.9  million for the  predecessor
period  from  September  1,  1996 to  February  28,  1997.  The  increase  on an
annualized basis in other expenses was primarily due to amortization expense for
goodwill associated with the National merger of $4.9 million for the period from
February 11, 1998 to March 31, 1998.

   Income Tax Expense

      HomeSide  Lending's  income tax expense was $7.5  million  million for the
period from  February 11, 1998 to March 31, 1998  compared to $26.0  million for
the  predecessor  period from  September  1, 1997 to February 10, 1998 and $22.3
million for the predecessor  period from September 1, 1996 to February 28, 1997.
The effective income tax rate for the period from February 11, 1998 to March 31,
1998 was 52% compared to 39% for the predecessor  periods from September 1, 1997
to February 10, 1998 and from September 1, 1996 to February 28, 1997, due to the
tax effects of goodwill as a result of the merger with the National.

Risk Management Activities

     HomeSide  Lending  has a risk  management  program  designed to protect the
economic value of its mortgage servicing portfolio from declines in value due to
increases in estimated loan prepayment speeds, which are primarily influenced by
declines in interest rates. When loans prepay faster than anticipated,  the cash
flow HomeSide  Lending  expects to receive from servicing such loans is reduced.
The value of mortgage servicing rights is based on the present value of the cash
flows to be received over the life of the loan and  therefore,  the value of the
servicing portfolio declines as prepayments increase.

     During  the period  from  February  11,  1998 to March 31,  1998,  HomeSide
Lending  utilized options on U.S.  Treasury bond futures and U.S.  Treasury bond
futures to protect a  significant  portion of the market  value of its  mortgage
servicing portfolio from a decline in value. The risk management  contracts used
by  HomeSide  Lending  have  characteristics  such that they tend to increase in
value as interest rates decline.  Conversely,  these risk  management  contracts
tend to decline in value as interest rates rise.  Accordingly,  changes in value
of these risk management instruments will tend to move inversely with changes in
value of HomeSide Lending's mortgage servicing rights.

     These risk management  instruments are designated as hedges on the purchase
date and such  designation  is at a level at least as  specific  as the level at
which  mortgage  servicing  rights  are  evaluated  for  impairment.   The  risk
management  instruments  are  marked-to-market  with  changes  in  market  value
deferred  and  applied as an  adjustment  to the basis of the  related  mortgage
servicing  right asset being  hedged.  As a result,  any changes in market value
that are deferred are amortized and evaluated for  impairment in the same manner
as  the  related  mortgage  servicing  rights.  The  effectiveness  of  HomeSide
Lending's hedging activity can be measured by the correlation between changes in
the  values of the risk  management  instruments  and  changes  in the  value of
HomeSide Lending's mortgage servicing rights.  This correlation is assessed on a
quarterly  basis to ensure that high  correlation is maintained over the term of
the  hedging  program.  During  the  periods  presented,  HomeSide  Lending  has
experienced  a high  measure  of  correlation  between  changes  in the value of
mortgage servicing rights and the risk management contracts. However, in periods
of rising interest rates, the increase in value of mortgage servicing rights may
outpace  the decline in value of the  options  included  in the hedge  position,
because the loss on the options is limited to the premium paid.

     During the period from February 11, 1998 to March 31, 1998,  deferred gains
and losses on risk management  contracts  resulted in net deferred hedge loss of
$33.1  million.  As of March 31, 1998,  net  deferred  gains of $6.4 million are
included in the carrying value of mortgage servicing rights. The increase in the
estimated  fair value of the  mortgage  servicing  rights  approximated  the net
losses on risk management  contracts for this period.  HomeSide Lending's future
cash needs as they  relate to its hedging  program  will be  influenced  by such
factors as long-term  interest rates,  loan production  levels and growth in the
mortgage servicing  portfolio.  The fair value of open risk management contracts
at March 31, 1998 was ($14.7) million,  which was equal to their carrying amount
because they are marked-to-market at each reporting date.

Liquidity and Capital Resources

      The  Company's  principal  financing  needs  are  the  financing  of  loan
origination  activities and the investment in mortgage servicing rights. To meet
these  needs,  the  Company  currently  utilizes  funding  from  an  independent
syndicate   of   banks,   including   a   warehouse   credit   facility   and  a
servicing-related  facility,  medium-term  notes and cash flow from  operations.
HomeSide   Lending   continues  to  investigate   and  pursue   alternative  and
supplementary  methods to finance its growing  operations through the public and
private  capital  markets.  These may  include  methods  designed  to expand the
Company's  financial  capacity and reduce its cost of capital.  In addition,  to
facilitate the sale and  distribution  of certain  mortgage  products,  HomeSide
Mortgage  Securities,  Inc., a wholly-owned  subsidiary of HomeSide Lending, may
continue to issue mortgage-backed securities.

      Operations
     Net cash used in operations  for the period from February 11, 1998 to March
31, 1998 was $234.7 million. The primary uses of cash in operations were to fund
loan originations and pay corporate expenses.  These uses of cash were offset by
cash provided from  servicing fee income,  loan sales and principal  repayments.
Cash flows from loan originations are dependent upon current economic conditions
and the level of long-term interest rates. Decreases in long-term interest rates
generally  result in higher loan refinancing  activity,  which results in higher
cash demands to meet increased loan  production  levels.  Higher cash demands to
meet increased loan production  levels are primarily met through  borrowings and
loan sales.

      Investing
    Net cash used in investing activities was $226.9 million for the period from
February 11, 1998 to March 31, 1998. Cash used in investing  activities was for
the purchase and  origination of mortgage  servicing  rights and for funding the
early pool buyout  program.  These uses of cash were offset by net proceeds from
risk management contracts. Other assets decreased $24.2 million to $51.3 million
at March 31, 1998 from $75.5 million at February 11, 1998  primarily as a result
of a decrease in HomeSide  Lending's  hedge assets.  Early pool buyout  advances
totaled  $448.9  million at March 31,  1998.  Future uses of cash for  investing
activities  will be dependent on the  mortgage  origination  market and HomeSide
Lending's  hedging  needs.  Except  for the Banc One  acquisition  (see Note 5),
HomeSide  Lending is not able to estimate the timing and amount of cash uses for
future  acquisitions of other mortgage banking  entities,  if such  acquisitions
were to  occur.  HomeSide  Lending  will  fund the Banc  One  acquisition  under
existing medium-term note borrowing capacity.

     Financing
   Net cash provided by financing  activities  was $443.5 million for the period
from  February  11,  1998 to March 31,  1998.  The  primary  source of cash from
financing  activities during the period from February 11, 1998 to March 31, 1998
was $60.0 million from the issuance of  medium-term  notes and net borrowings of
$383.8 from HomeSide Lending's line of credit.

    During the period from February 11, 1998 to March 31, 1998, net cash used in
operations was $234.7 million,  net cash used in investing activities was $226.9
million  and net cash  provided  by  financing  activities  was $443.5  million,
resulting in a net decrease in cash of $18.1 million.  HomeSide  Lending expects
that to the extent cash  generated  from  operations  is  inadequate to meet its
liquidity needs,  those needs can be met through  financing from its bank credit
facility and other  facilities  which may be entered into from time to time,  as
well as from the issuance of debt securities in the public markets. Accordingly,
HomeSide  Lending  does not  currently  anticipate  that it will  make  sales of
servicing  rights to any significant  degree for the purpose of generating cash.
Nevertheless, in addition to its cash and mortgage loans held for sale balances,
HomeSide  Lending's  portfolio of mortgage servicing rights provides a potential
source of funds to meet liquidity requirements,  especially in periods of rising
interest rates when loan origination  volume slows.  Repurchase  agreements also
provide an  alternative  to the bank line of credit for mortgages held for sale.
Future cash needs are highly  dependent on future loan  production and servicing
results, which are influenced by changes in long-term interest rates.

Year 2000 Compliance

     HomeSide  Lending  uses  and is  dependent  upon a  significant  number  of
computer software  programs and operating systems to conduct its business.  Such
programs and systems include those developed and maintained by HomeSide Lending,
software and systems  purchased  from  outside  vendors and software and systems
used by HomeSide Lending's third party providers. HomeSide Lending has initiated
a review and  assessment  of all hardware  and software to determine  whether it
will function  properly in the Year 2000. It is  anticipated  that some level of
modification  or replacement of hardware and software will be necessary in order
to make HomeSide  Lending's  systems  "Year 2000  Compliant."  HomeSide  Lending
presently  estimates  these  remediation  costs  to  total  approximately  $15.0
million.  Remediation  costs are expected to be expensed as  incurred,  with the
exception of new software purchases, which will be capitalized.  The Company has
not incurred  significant  remediation  costs prior to March 31, 1998. Year 2000
remediation costs are based on management's  best estimates,  which were derived
utilizing  numerous   assumptions  of  future  events  including  the  continued
availability  of certain  resources,  third party  modification  plans and other
factors.  However,  there  can be no  guarantee  that  these  estimates  will be
achieved  and actual  results  could  differ  materially  from those  plans.  In
addition,  HomeSide Lending has relationships with vendors,  customers and other
third  parties  that  rely on  software  and  systems  that may not be Year 2000
compliant. With respect to such third parties, Year 2000 compliance matters will
not be within HomeSide Lending's direct control.  There can be no assurance that
Year 2000  compliance  failures by such third  parties  will not have a material
adverse effect on HomeSide Lending's results of operations.


                           PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings

      HomeSide Lending is a defendant in a number of legal  proceedings  arising
in the normal course of business.  HomeSide Lending, in management's estimation,
has  recorded  adequate  reserves  in  the  financial   statements  for  pending
litigation.  Management,  after  reviewing all actions and  proceedings  pending
against or involving HomeSide Lending, considers that the aggregate liability or
loss, if any,  resulting  from the final outcome of these  proceedings  will not
have a material effect on the financial position of HomeSide Lending.

      In recent years,  the mortgage  banking industry has been subject to class
action  lawsuits  which  allege   violations  of  federal  and  state  laws  and
regulations,  including the propriety of collecting  and paying various fees and
charges.  Class action  lawsuits may be filed in the future against the mortgage
banking industry.


ITEM 6.  Exhibits and Reports on Form 8-K

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

              Number       Description
                  12       Computation of the Ratio of Earnings to Fixed Charges
                  27       Financial Data Schedule
                 
    (b)   Reports on form 8-K

         HomeSide  Lending  filed a report on Form 8-K dated  February 25, 1998,
Items 1 and 7,  including  Unaudited  Consolidated  Pro Forma  Balance Sheet and
Income  Statements.  HomeSide  Lending  filed reports on form 8-K dated April 3,
1998, April 15, 1998 and May 8, 1998, each on Item 5.







                                   SIGNATURES

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

                               HomeSide Lending, Inc.
                               (Registrant)

Date: March 15, 1998           By:   /s/Joe K. Pickett_____
                                     -----------------
                                     Joe K. Pickett
                               Chairman and Chief Executive Officer


Date: March 15, 1998           By:  /s/Kevin D. Race_____
                                    ----------------
                                     Kevin D. Race
                               Executive Vice President, Chief Financial 
                               Officer and Accounting Officer







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