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

                                    FORM 10-K

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

                   For the fiscal year ended February 10, 1998

                                       OR

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

                           Commission File No. 1-12655

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

Delaware                                             59-3387041
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
 incorporation or organization)  

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

                                 (904) 281-3000
              (Registrant's telephone number, including area code)

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

         Title of each class           Name of each exchange on which registered

Common Stock, $.01 Par Value           New York Stock Exchange
----------------------------           -----------------------

Securities registered pursuant to Section 12(g) of the Act:       None

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 __

As of May 1, 1998,  there was 1 share of HomeSide,  Inc. common stock,  $.01 par
value,  outstanding  and no shares  of Class C common  stock,  $1.00 par  value,
outstanding.


Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be  contained,  to the best of  registrant's  knowledge,  in definitive
proxy or information  statements  incorporated  by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.

                       DOCUMENTS INCORPORATED BY REFERENCE

         (i) Portions of the HomeSide,  Inc. 1998 Annual Report to  Stockholders
are incorporated by reference into Parts II and IV of this Annual Report on Form
10-K. With the exception of those portions which are  specifically  incorporated
by reference in this Annual Report on Form 10-K, the HomeSide,  Inc. 1998 Annual
Report to Stockholders is not to be deemed filed as part of this Report.
         (ii) Current Report on Form 8-K dated February 25, 1998, April 3, 1998,
April 15, 1998 and May 8, 1998.

                                     PART I
ITEM 1.  BUSINESS

General

         HomeSide,  Inc. (the  "Company" or  "HomeSide"),  through its indirect,
wholly-owned   subsidiary  Homeside  Lending,   Inc.,  is  one  of  the  largest
full-service  residential  mortgage  banking  companies  in the  United  States.
HomeSide's strategy  emphasizes variable cost mortgage  origination and low cost
servicing. HomeSide's mortgage loan production volume, excluding bulk purchases,
was $20.5  billion for the period  from March 1, 1997 to  February  10, 1998 and
$20.9  billion  for the period from March 16, 1996 to  February  28,  1997.  Its
servicing portfolio was $100.0 billion on February 10, 1998 and $90.2 billion on
February 28, 1997.  HomeSide ranks as the 5th largest originator and 6th largest
servicer in the United States for calendar year 1997 based on data  published by
Inside Mortgage Finance.  Effective April 30, 1998, HomeSide amended its charter
to change its name to HomeSide International, Inc.

         The residential  mortgage market totaled over $3.9 trillion in 1996 and
is the second  largest  debt  market in the world,  exceeded  only by the United
States Treasury market. The residential  mortgage market has grown at a compound
annual  rate of  approximately  8% since 1985.  HomeSide  competes in a mortgage
banking market which is highly fragmented with no single company  controlling or
dominating the market. In 1997, the largest  originator  represented 6.5% of the
market and the largest servicer  represented  5.0%, while the top 30 originators
and servicers represented 48.0% and 48.7% of their markets, respectively,  based
on data  published by Inside  Mortgage  Finance.  Residential  mortgage  lenders
compete  primarily on the basis of loan pricing and  service,  making  effective
cost  management  essential.  The industry has experienced  rapid  consolidation
which  has  been  accelerated  by the  introduction  of  significant  technology
improvements and the economies of scale present in mortgage  servicing.  The top
10 mortgage loan  servicers  have increased  their  aggregate  market share from
16.6% in 1990 to 30.2% in 1997.

         HomeSide's  business  strategy  is to  increase  the volume of its loan
originations and the size of its servicing portfolio while continuing to improve
operating efficiencies.  In originating mortgages,  HomeSide focuses on variable
cost channels of production,  including correspondent,  broker, consumer direct,
affinity,  and co-issue sources.  HomeSide also pursues strategic  relationships
with other production sources to acquire and service residential mortgage loans.
Management  believes that these  variable  cost  channels of production  deliver
consistent  origination  opportunities  for  HomeSide  without  the  fixed  cost
investment associated with traditional retail mortgage branch networks. HomeSide
believes  that its ongoing  investment in  technology  will further  enhance and
expand existing  processing  capabilities  and improve its efficiency.  Based on
independent  surveys of direct cost per loan and loans  serviced  per  employee,
management  believes that HomeSide has been one of the industry's most efficient
mortgage  servicers.  The Company's  average cost per employee  approximates the
average cost per employee of its major competitors.
         HomeSide  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 intends to pursue additional loan
portfolio  acquisitions and strategic  origination  relationships similar to its
existing agreement with BankBoston, N.A. ("BKB").

          HomeSide's   business   activities   consist  primarily  of:  

          Mortgage  production:  origination and purchase of residential  single
     family mortgage loans through multiple channels  including  correspondents,
     strategic partners (BKB and Barnett),  mortgage brokers, co-issue partners,
     direct consumer telemarketing and affinity programs;

          Servicing:  administration,   collection  and  remittance  of  monthly
     mortgage  principal  and  interest  payments,  collection  and  payment  of
     property  taxes and  insurance  premiums  and  management  of certain  loan
     default activities;

          Secondary marketing:  sale of residential single family mortgage loans
     as pools  underlying  mortgage-backed  securities  guaranteed  or issued by
     governmental  or  quasi-governmental  agencies or as whole loans or private
     securities to investors; and

          Risk management: management of a program designed primarily to protect
     the economic performance of the servicing portfolio that could otherwise be
     adversely affected by loan prepayments due to declines in interest rates.

Production

         HomeSide,  Inc.  participates in several origination  channels,  with a
focus on wholesale  origination.  Since the  acquisition of BancBoston  Mortgage
Company ("BBMC"), wholesale channels (correspondent,  co-issue, and broker) have
represented more than 95% of HomeSide's total production.  Excluding the volumes
purchased from BKB and Barnett Bank, N.A.  ("Barnett"),  no single source within
the  correspondent  or  broker  channels  accounted  for  more  than 3% of total
production  during the period from March 1, 1997 to February  10, 1998 and 2% of
total  production  during the period from March 16, 1996 to February  28,  1997.
HomeSide's  other  origination  channels  include  telemarketing,   direct  mail
campaigns and other  advertising,  and mortgages  related to affinity  group and
co-branding partnerships.  HomeSide also purchases servicing rights in bulk from
time  to  time.  This  multi-channel  production  base  provides  access  to and
flexibility  among production  channels in a wide variety of market and economic
conditions.  The  following  table sets forth  production  detail by  HomeSide's
origination channels (in millions):

                                     Residential Loan Production by Channel

                                    For the Period From  For the Period From
                                      March 1, 1997 to    March 16, 1996 to
                                     February 10, 1998    February 28, 1997
                                     -----------------    -----------------
Correspondent                            $   13,304          $   11,113
Co-issue                                      5,584               8,222
Broker                                        1,305                 843
                                     --------------------------------------
Total wholesale                              20,193              20,178
Direct                                          337                 700
                                     --------------------------------------
Total production                             20,530              20,878
Bulk acquisitions                             3,446               4,073
                                     ======================================
Total production and acquisitions        $   23,976          $   24,951
                                     ======================================


         HomeSide  competes  nationwide  by offering a wide  variety of mortgage
products  designed to respond to consumer  needs and tailored to address  market
competition.  HomeSide is primarily an  originator of fixed rate 15- and 30-year
mortgage loans,  which  collectively  represented 76% of the total production in
the  period  from  March 1,  1997 to  February  10,  1998  and 73% of the  total
production in the period from March 16, 1996 to February 28, 1997. HomeSide also
offers other products, such as ARMs, balloon and jumbo mortgages.

         HomeSide's   national  loan   production   operation  has  resulted  in
geographically  diverse  originations,  enabling  HomeSide to diversify its risk
across  many  markets  in the  United  States.  HomeSide's  servicing  portfolio
composition  reflects  its  production  markets.  The  largest  segments  of the
servicing  portfolio by state on February 10, 1998 were Florida (17.2% of unpaid
principal  balance of production),  California  (15.3%),  Massachusetts  (7.0%),
Texas  (6.3%),  and  Maryland  (4.6%).  The largest  segments  of the  servicing
portfolio by state on February 28, 1997 were Florida (18.7% of unpaid  principal
balance of production),  California (15.4%), Massachusetts (8.4%), Texas (6.1%),
and Maryland (4.6%).

         The mortgage banking industry is generally  subject to seasonal trends.
These trends reflect the general national pattern of sales and resales of homes.
Sales and resales of homes  typically  peak during the spring and summer seasons
and decline to lower levels from  mid-November  through  February.  Refinancings
tend to be less seasonal and more closely  related to changes in interest rates.
Historically, changes in the interest rate environment have mitigated the impact
of seasonality on HomeSide's  results of  operations.  In addition,  delinquency
rates  typically  rise in the winter  months,  which result in higher  servicing
costs.  However,  late charge income has historically  been sufficient to offset
such incremental expenses.

         HomeSide's   production   strategy  is  to  maintain  and  improve  its
reputation as one of the largest,  most cost  effective  originators of mortgage
loans  nationwide.  HomeSide  pursues  this  strategy  through  an  emphasis  on
wholesale and centralized direct  production,  the use of contract and delegated
underwriters,  a  high  degree  of  automation  in  its  processing  and  direct
originations and quality control.  HomeSide plans to expand  production  through
its low cost  wholesale and direct  channels and to continue to  streamline  its
production operation.  HomeSide plans to continue to pursue bulk acquisitions in
the secondary market for mortgage servicing rights on an opportunistic basis.

Wholesale Production

      Correspondent Production

         Through  its  correspondent  program,  HomeSide  purchases  loans  from
approximately  500 commercial  banks,  savings and loan  associations,  licensed
mortgage lenders and other financial intermediaries. The correspondent takes the
mortgage  application  and  processes  the loan,  which is  either  underwritten
through  contract  underwriters  or, in some cases,  the  correspondent  to whom
underwriting  authority has been delegated.  Closing  documents are submitted to
HomeSide  for legal  review and funding.  The  participants  in this program are
prequalified  and monitored on an ongoing basis by HomeSide.  If a correspondent
subsequently   fails  to  meet  HomeSide's   requirements,   HomeSide  typically
terminates  the  relationship.  Correspondents  are also  required to repurchase
loans in the event of fraud or  misrepresentation in the origination process and
for certain other reasons.

      Co-Issue Production

         Co-issue production,  which represents the purchase of servicing rights
from a correspondent  under contracts to deliver  specified volumes on a monthly
or  quarterly  basis,  is another  main  source of  HomeSide's  production.  The
co-issue  correspondent  controls the entire loan process  from  application  to
closing.  This  arrangement  particularly  suits large  originators who have the
ability to deliver on an automated basis. Reflecting this delegated underwriting
authority,   the   co-issue   correspondent   is   obligated   to  make  certain
representations  and warranties and is required to repurchase loans in the event
of fraud or  misrepresentation  in the origination  process or for certain other
reasons.

      Broker Production

         Under its  broker  program,  HomeSide  funds  loans at  closing  from a
network of approximately  450 mortgage brokers  nationwide.  The broker controls
the process of application and loan  processing.  A pre-closing  quality control
review is  performed  by HomeSide  to verify the  borrower's  credit.  All loans
originated  through  brokers are  underwritten by HomeSide's  approved  contract
underwriters.  Loans are  funded  by  HomeSide  and may be closed in either  the
broker's name or HomeSide's name. Participants in this program prequalify on the
basis of  creditworthiness,  mortgage  lending  experience and reputation.  Each
broker is subject to annual and ongoing reviews by HomeSide.

Direct Production

      HomeSide's direct production  includes the use of telemarketing to solicit
loans  from  several  sources,   including  refinancing  of  mortgage  loans  in
HomeSide's  existing  servicing  portfolio,  leads  generated  from  direct mail
campaigns and other  advertising,  and mortgages  related to affinity  group and
co-branding  partnerships.  HomeSide  believes  that these  efforts  will have a
significant  effect on increasing the percentage of loans captured by the direct
division from loan prepayments in HomeSide's  servicing  portfolio.  Refinancing
retention  represents  the  percentage of loans  refinanced  through  HomeSide's
direct channel that were serviced by HomeSide prior to refinancing.

Bulk Acquisition

      Bulk acquisition is the large scale purchase of mortgage servicing rights.
In connection with such acquisitions,  HomeSide does not purchase the underlying
mortgage loans which were originated by other originators. HomeSide may purchase
servicing rights on an exclusive basis or through a competitive  bidding process
and plans to continue this practice on an  opportunistic  basis in order to grow
its servicing portfolio and benefit from economies of scale.

Underwriting and Quality Control

      Underwriting

         HomeSide's loans are underwritten in accordance with applicable  Fannie
Mae,  FHLMC,  VA,  and  FHA  guidelines,  as well as  certain  private  investor
requirements.  The underwriting  process is organized by origination channel and
by loan type.  HomeSide  currently  employs  underwriters with an average of ten
years of underwriting experience.

         HomeSide requires  approximately  80% of its  correspondent  lenders to
have their loans  underwritten  by third party  contract  underwriters  prior to
purchase.  These  contract  underwriters  are designated by HomeSide and include
General Electric Capital Corp.,  Mortgage Guaranty  Insurance Corp., and Private
Mortgage Insurance Corp.  HomeSide grants delegated  underwriting  status to the
remaining  approximately 20% of correspondents  which enables the correspondents
to submit  conventional loans to HomeSide without prior  underwriting  approval.
Generally,   HomeSide  grants  delegated   underwriting  status  to  its  larger
correspondents  who  meet  financial  strength,  delinquency,  underwriting  and
quality control standards,  and such correspondents are monitored regularly. The
FHA and VA require that loans be underwritten  by the  originating  lender on an
Agency-approved  or  delegated  basis.  If  issuance  of  FHA  guarantees  or VA
insurance certificates is denied, the correspondent must repurchase the loan.

        HomeSide's  underwriting  process for its retail production operation is
fully  automated.  The automated  underwriting  technology  incorporates  credit
scoring and appraisal  evaluation systems.  These systems employ rules-based and
statistical  technologies to evaluate the borrower,  the property and salability
of the loan to the secondary market.  HomeSide believes that these  technologies
have  contributed  to  improved   productivity  and  reduced   underwriting  and
processing turnaround time.

      Quality Control

         HomeSide  maintains a compliance and quality assurance  department that
operates independently of the production,  underwriting, secondary marketing and
loan administration  department. For its production compliance process, HomeSide
randomly  selects a  statistical  sample of all closed loans monthly for review.
The sample  generally  comprises 3.5% - 4% of all loans closed each month.  This
review  includes a credit  scoring and  reunderwriting  of such loans,  ordering
second appraisals on 10% of the sample,  reverifying funds, employment and final
applications and reordering credit reports on all loans selected. In addition, a
full  underwriting  review  is  conducted  on (i) all jumbo  loans  that go into
default during the first thirty-six months from the date of origination and (ii)
all other loans that go into  default  during the first six months from the date
of  origination.  Document  and file  reviews  are  also  undertaken  to  ensure
regulatory compliance.  In addition,  random reviews of the servicing portfolio,
covering selected aspects of the loan administration process, are conducted.

        HomeSide monitors the performance of the underwriting department through
quality  assurance  reports,  HUD/VA  reports and audits,  reviews and audits by
regulatory  agencies,  investor reports and mortgage  insurance  company audits.
According to HomeSide's quality control findings, less that 1% of its loans have
underwriting  issues that affect  salability to the secondary  market.  Flaws in
these   loans  are   generally   corrected;   otherwise,   the   holder  of  the
mortgage-backed  security is indemnified  against  future losses  resulting from
such  flaws  by  HomeSide  or,   ultimately,   the  originating   correspondent.
Correspondents  or co-issue partners are required to repurchase any flawed loans
originated by them.

Secondary Marketing

      HomeSide customarily sells all loans that it originates or purchases while
retaining the servicing rights to such loans. HomeSide aggregates mortgage loans
into pools and sells these  pools,  as well as  individual  mortgage  loans,  to
investors  principally at prices  established  under forward sales  commitments.
HomeSide's  FHA and VA  loans  are  generally  pooled  and  sold in the  form of
GinnieMae ("GNMA") Mortgage Backed Securities.  Conforming conventional mortgage
loans are  generally  pooled and  exchanged  under the  purchase  and  guarantee
programs  sponsored  by Fannie  Mae and FHLMC for  Fannie  Mae  Mortgage  Backed
Securities  or FHLMC  participation  certificates,  respectively.  HomeSide pays
certain  guarantee  fees to the Agencies in connection  with these  programs and
then sells the GNMA,  Fannie Mae and FHLMC securities to securities  dealers.  A
limited number of mortgage loans (i.e. non-conforming loans) are sold to private
investors. For the period from March 1, 1997 to February 10, 1998, approximately
92% of the mortgage loans originated by HomeSide were sold to GNMA (47%), Fannie
Mae (31%),  and FHLMC (14%).  For the period from March 16, 1996 to February 28,
1997,  approximately  78% of the mortgage loans originated by HomeSide were sold
to GNMA (38%),  Fannie Mae (27%),  and FHLMC (13%).  The remaining  were sold to
private investors.


      The sale of mortgage loans may generate a gain or loss to HomeSide.  Gains
or losses result primarily from two factors. First, HomeSide may purchase a loan
at a price  that may be  higher  or lower  than  HomeSide  would  receive  if it
immediately  sold the loan in the secondary  market.  These pricing  differences
occur principally as a result of competitive  pricing  conditions in the primary
loan origination market. Second, gains or losses may result from fluctuations in
interest  rates  that  create  changes  in the  market  value  of the  loans  or
commitments  to purchase  loans,  from the time the interest rate  commitment is
given to the mortgagor until the loan is sold to an investor.

      HomeSide  assesses  the interest  rate risk  associated  with  outstanding
commitments that it has extended to fund loans and hedges the interest rate risk
of these  commitments  based upon a number of factors,  including  the remaining
term of the commitment,  the interest rate at which the commitment was provided,
current  interest  rates  and  interest  rate  volatility.  HomeSide  constantly
monitors  these  factors  and  adjusts  its  hedging on a daily basis as needed.
HomeSide uses the Quantitative Risk Management system, a sophisticated  hedging,
reporting and evaluation system, which has the ability to perform analyses under
various  interest  rate  scenarios.  HomeSide's  interest rate risk is currently
hedged using a combination  of forward sales of mortgage  backed  securities and
over-the-counter  options,  including  both  puts and  calls,  on  fixed  income
securities.  HomeSide  generally  commits to sell to investors for delivery at a
future time for a stated price all of its closed  loans and a percentage  of the
mortgage  loan  commitments  for which the interest  rate has been  established.
HomeSide aims to price loans competitively, hedge the interest rate risk of loan
originations and sell loans on a break-even  basis. For the period from March 1,
1997 to February  10,  1998 and the period  from March 16, 1996 to February  28,
1997,  HomeSide has not experienced  secondary  marketing losses on an aggregate
basis.

      HomeSide's  policy  is to sell  mortgage  loans on a  non-recourse  basis.
However,  in the  case of VA  loans  used to form  GNMA  pools,  the  VA's  loan
guarantees do not cover the entire principal balance of the loan and HomeSide is
responsible  for  losses  which  exceed  the  VA's  guaranteed  limitations.  In
connection   with   HomeSide's   loan   exchanges  and  sales,   HomeSide  makes
representations  and  warranties  customary in the  industry  relating to, among
other things,  compliance with laws,  regulations and program standards,  and to
the accuracy of information.  In the event of a breach of these  representations
and warranties,  HomeSide typically corrects such problems, but, if the problems
cannot be corrected,  may be required to repurchase  such loans.  In cases where
loans are originated by a correspondent,  HomeSide may sell the flawed loan back
to the correspondent under a repurchase obligation.

Loan Servicing

      HomeSide derives its revenues predominantly from its servicing operations.
HomeSide anticipates that the sale of servicing rights will not be a significant
component of its business strategy in the future. Since its formation,  HomeSide
has also  maintained  a risk  management  program  designed to  protect,  within
certain  parameters,  the economic  value of its servicing  portfolio,  which is
subject to prepayment  risk when interest  rates decline,  providing  mortgagors
with refinancing opportunities.

      Loan servicing includes collecting payments of principal and interest from
borrowers,  remitting  aggregate  loan  payments to  investors,  accounting  for
principal and interest  payments,  holding  escrow funds for payment of mortgage
related  expenses  such  as  taxes  and  insurance,  making  advances  to  cover
delinquent payments,  inspecting the mortgaged premises as required,  contacting
delinquent mortgagors, supervising foreclosures and property dispositions in the
event of unremedied  defaults,  and other  miscellaneous  duties related to loan
administration. HomeSide collects servicing fees from monthly mortgage payments.
These  fees  generally  range  from  0.25% to 0.50% of the  declining  principal
balances  of the loans per annum.  HomeSide's  weighted  average  servicing  fee
including  ancillary  income was  0.439%  for the  period  from March 1, 1997 to
February  10, 1998 and 0.431% for the period from March 16, 1996 to February 28,
1997.  HomeSide  also  maintains  certain  subservicing   relationships  whereby
servicing is performed by another  servicer  under an agreement  with  HomeSide,
which remains  contractually  responsible for servicing the loans.  Subservicing
relationships  are often  entered into as part of a bulk  servicing  acquisition
where the selling institution continues to perform servicing until the loans are
transferred to the purchasing institution.

      HomeSide's  servicing  strategy  is to  continue  to  build  its  mortgage
servicing  portfolio  and benefit from the  economies  of scale  inherent in the
business.  HomeSide  services  substantially  all of the mortgage  loans that it
originates. In addition, HomeSide purchases the rights to service mortgage loans
originated by other lenders.

      As part of the BMC Acquisition,  HomeSide acquired a full-service mortgage
company in Hawaii, Honolulu Mortgage Co. Honolulu Mortgage's servicing portfolio
totaled  $1.9 billion at November  30, 1996 and its loan  production  was $257.4
million from its  acquisition  on May 31, 1996 to February 28, 1997. In February
1997, Honolulu Mortgage Co. sold substantially all its assets to an unaffiliated
third party. The sale did not materially affect HomeSide's financial results.

      HomeSide's  servicing strategy is also to enhance the profitability of its
servicing activities through low cost and efficient processes.  This strategy is
pursued through highly automated,  cost effective processing systems,  strategic
outsourcing   of  selected   servicing   functions  and  effective   control  of
delinquencies  and  foreclosures.  HomeSide  outsources  to third party  vendors
functions relating to insurance,  taxes and default management,  contributing to
HomeSide's ability to maintain a highly variable cost structure. Using a variety
of factors,  including  loans  serviced  per  employee and direct cost per loan,
management  believes  that  HomeSide  is  one  of the  nation's  most  efficient
servicers  based on  industry  surveys.  Management  believes  that its low cost
servicing provides it with a competitive advantage in the industry.

Servicing Portfolio Composition

      HomeSide  originates  and purchases  servicing  rights for mortgage  loans
nationwide.  The broad geographic distribution of HomeSide's servicing portfolio
reflects  the  national  scope of  HomeSide's  originations  and bulk  servicing
acquisitions.  The nine largest  states  accounted for 64.5% of the  outstanding
unpaid principal balance of HomeSide's total servicing portfolio on February 10,
1998,  while the  largest  volume by state is Florida  with a 17.2% share of the
total  portfolio on February 10, 1998.  The nine largest  states  accounted  for
66.9% of the outstanding  unpaid principal balance of HomeSide's total servicing
portfolio  on February 28,  1997,  while the largest  volume by state is Florida
with a 18.7%  share of the  total  portfolio  on  February  28,  1997.  HomeSide
actively  monitors the  geographic  distribution  of its servicing  portfolio to
maintain a mix that it deems  appropriate and makes  adjustments as it considers
necessary.

      The  following  table  sets  forth  the  geographic  distribution  of  the
Company's servicing portfolio as of February 10, 1998 and February 28, 1997:


<PAGE>


                        Servicing Portfolio by State (a)

                        At February 10, 1998        At February 28, 1997
                        -------------------------------------------------------
(dollars in millions)        UPB     % of UPB           UPB       % of UPB
                        -------------------------------------------------------

Florida                 $  16,664      17.2%        $  16,559       18.7%
California                 14,858      15.3            13,686       15.4
Massachusetts               6,792       7.0             7,383        8.4
Texas                       6,096       6.3             5,434        6.1
Maryland                    4,424       4.6             4,079        4.6
Georgia                     3,720       3.8             3,427        3.9
Virginia                    3,377       3.5             3,218        3.6
Illinois                    3,729       3.8             2,913        3.3
New York                    2,939       3.0             2,517        2.9
Other (b)                  34,327      35.5            29,244       33.1
                        ======================================================
Total                   $  96,926     100.0%         $ 88,460      100.0%
                        ======================================================

-------------
(a)  Servicing  statistics  are based on loans  serviced by HomeSide and exclude
loans purchased not yet on servicing system.  (b) No other state represents more
than 2.9% of HomeSide's servicing portfolio. At February 10, 1998,

     HomeSide's  servicing  portfolio  consisted  of  $74.9  billion  of  FHA/VA
servicing and $25.0  billion of  conventional  servicing.  At February 28, 1997,
HomeSide's  servicing  portfolio  consisted of $29.4 billion of FHA/VA servicing
and $59.0 billion of conventional servicing.

      The weighted average interest rate of the loans in the Company's servicing
portfolio  at February  10,  1998 was 7.89% and at February  28, 1997 was 7.92%.
HomeSide's  servicing  portfolio  of loans was  stratified  by interest  rate as
follows:
<TABLE>
<CAPTION>

                                                  Servicing Portfolio by Interest Rate
                              At February 10, 1998                    At February 28, 1997
                      -----------------------------------------------------------------------------
Interest Rate                                   Cumulative                               Cumulative
-------------          UPB (a)      % of UPB   % of UPB           UPB (a)     % of UPB    % of UPB
                       -------      --------   ---------          -------     --------    --------
                      (dollars in                               (dollars in
                        millions)                                 millions)
<S>                    <C>           <C>        <C>              <C>           <C>        <C>
Less than 6.0%          $    922       0.9%       0.9%           $    983        1.1%        1.1%
6.0% to 6.9%              10,851      11.2        12.1              9,633       10.9        12.0
7.0% to 7.9%              44,895      43.2        55.3             37,542       42.4        54.4
8.0% to 8.9%              34,077      35.2        90.5             29,293       33.1        87.5
9.0% to 9.9%               6,331       6.5        97.0              7,274        8.2        95.7
10.0% to 10.9%             2,227       2.3        99.7              2,912        3.3        99.0
Over 11.0%                   624       0.7       100.0                823        1.0       100.0
                      ------------ ----------                   ------------ ----------
             Total      $ 96,926     100.0%                      $ 88,460      100.0%
                      ============ ==========                   ============ ==========
--------------
(a)    Servicing  statistics are based on loans serviced by HomeSide and exclude
       loans purchased but not yet on the servicing system.
</TABLE>

Loan Servicing Credit Issues

      HomeSide is affected by loan  delinquencies  and defaults on loans that it
services. Under certain types of servicing contracts,  particularly contracts to
service loans that have been pooled or securitized, HomeSide must forward all or
part of the scheduled payments to the owner of the loan, even when loan payments
are delinquent. Also, to protect their liens on mortgaged properties,  owners of
loans  usually  require a servicer  to  advance  scheduled  mortgage  and hazard
insurance and tax payments even if  sufficient  escrow funds are not  available.
HomeSide is generally reimbursed, subject to certain limitations with respect to
FHA/VA  loans as described  below,  by the  mortgage  owner or from  liquidation
proceeds for payments  advanced  that the servicer is unable to recover from the
mortgagor, although the timing of such reimbursements is typically uncertain. In
the interim,  HomeSide  absorbs the cost of funds  advanced  during the time the
advance  is  outstanding.   Further,  HomeSide  bears  the  increased  costs  of
collection  activities on delinquent and defaulted loans. HomeSide also foregoes
servicing income from the time such loans become  delinquent until  foreclosure,
when,  if any  proceeds  are  available,  HomeSide  may  recover  such  amounts.
Delinquency  rates  typically rise in the winter months,  which result in higher
servicing costs. However, late charge income has historically been sufficient to
offset such incremental expenses.

      HomeSide  periodically  incurs losses attributable to servicing FHA and VA
loans for investors, including actual losses for final disposition of loans that
have been  foreclosed or assigned to the FHA or VA and accrued  interest on such
FHA or VA loans for which payment has not been received. For HomeSide, servicing
losses on investor-owned  loans and related  foreclosure  expenses totaled $22.0
million for the period March 1, 1997 to February 10, 1998, and $17.9 million for
the period from March 16,  1996 to February  28,  1997,  primarily  representing
losses  on VA  loans.  The VA  guarantees  the  initial  losses  on a loan.  The
guaranteed  amount  generally  ranges from 20% to 35% of the original  principal
balance.  Before each  foreclosure  sale,  the VA  determines  whether to bid by
comparing the estimated net sale proceeds to the outstanding  principal  balance
and the servicer's accumulated  reimbursable costs and fees. If this amount is a
loss and exceeds the  guaranteed  amount,  the VA typically  issues a no-bid and
pays the  servicer  the  guaranteed  amount.  Whenever a no-bid is  issued,  the
servicer  absorbs  the loss,  if any,  in  excess  of the sum of the  guaranteed
principal and amounts recovered at the foreclosure sale.  HomeSide's  historical
delinquency  and  foreclosure  rate  experience on VA loans has  generally  been
consistent with that of the industry.

      Management  believes  that it has an  adequate  level of reserve  based on
HomeSide's  servicing  volume,   portfolio   composition,   credit  quality  and
historical loss rates, as well as estimated future losses.

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

                        Servicing Portfolio Delinquencies
                             (Percent by Loan Count)

                                            At February 10,   At February 28,
                                                  1998              1997
                                            ---------------   ----------------

Delinquent Mortgage Loans (at end of period)
   30 Days                                          3.52%           3.27%
   60 Days                                          0.78            0.69
   90 Days                                          0.72            0.54
       Total Delinquencies                          5.02%           4.50%

Foreclosure Pending (at end of period)              0.74%           0.72%



Servicing Portfolio Hedging Program

      The value of  HomeSide's  servicing  portfolio is subject to volatility in
the event of unanticipated  changes in prepayments.  As interest rates increase,
prepayments  by  mortgagors  decrease  as  fewer  owners  refinance,  increasing
expected future cash flows from servicing revenue. Conversely, as interest rates
decrease,  prepayments  by mortgagors  increase as homeowners  seek to refinance
their mortgages,  reducing expected future cash flows from servicing revenues on
those prepaid mortgages. Since the value of servicing rights is based on the net
present value of future cash flows,  the value of the  portfolio  decreases in a
declining interest rate environment and increases in a rising rate environment.

      HomeSide's risk management policy is designed to minimize exposure to loss
in the value of the servicing portfolio caused by prepayments due to declines in
interest  rates.  The servicing  portfolio is valued using market discount rates
and market consensus prepayment speeds, among other variables. The value is then
analyzed under various  interest rate scenarios that help HomeSide  estimate its
exposure to loss.  This  potential  loss exposure  determines the hedge profile,
which is monitored daily and may be adjusted to reflect significant moves in key
variables  such as interest rate and yield curve changes and revised  prepayment
speed assumptions. Results of the risk management program depend on a variety of
factors,  including  the hedge  instruments  typically  issued by HomeSide,  the
relationship  between  mortgage rates and Treasury  securities and certain other
factors.  See "Management's  Discussion and Analysis of Financial  Condition and
Results of Operations - HomeSide - for the period from March 1, 1997 to February
10, 1998 and the period from March 16, 1996 to  February  28,  1997-  Results of
Operations - Risk Management Activities".

      The FASB has been  evaluating  the  accounting  for  derivative  financial
instruments  and hedging  activities.  The FASB has issued an exposure draft and
numerous comments have been received. It is unclear what changes will ultimately
be made to such exposure draft.  Under current  practice,  derivative  financial
instruments may be accounted for as hedges with changes in the value deferred as
a component of the asset or liability being hedged, provided the instruments are
designated  as a hedge and  reduce  exposure  to loss  with a high  correlation.
Management  of HomeSide is unable to predict  what  effect,  if any,  changes in
accounting   principles  would  have  on  HomeSide's   financial  statements  or
HomeSide's use of hedge accounting.

Servicing Integration

       HomeSide  intends  to  convert  the  entire  servicing  platform  to  its
proprietary  software.  This proprietary  servicing technology  accommodates all
areas of loan  servicing,  including  loan  setup and  maintenance,  cashiering,
escrow  administration,   investor  accounting,  customer  service  and  default
management.   The  platform  is  mainframe   based,   with  on-line,   real-time
architecture  and is supported  by an  experienced  staff of over 30  technology
providers.

       HomeSide expects to achieve significant  competitive advantages over time
by converting to the proprietary  servicing software,  which is expected to cost
less to operate and is configured to accommodate  growth more  efficiently  than
HomeSide's current  outsourced  system.  Once the conversion has been completed,
this  architecture  is expected  to support  HomeSide's  portfolio  growth up to
approximately  twice the number of loans serviced on a single system. The system
is  also  expected  to  permit  continued  development  of  workflow  and  other
client-server applications, contributing to increased productivity.

      At February  10, 1998 and February  28,  1997,  approximately  512,732 and
406,221  loans,  respectively,  were  serviced  on  the  proprietary  system  at
HomeSide's  San Antonio  facility.  The  remainder of the loans  serviced at the
Jacksonville  facility is expected to be transferred by the end of calendar year
1998.

Regulation

      HomeSide's   mortgage  banking  business  is  subject  to  the  rules  and
regulations  of HUD,  FHA,  VA,  Fannie Mae,  FHLMC,  GNMA and other  regulatory
agencies  with  respect  to  originating,   processing,  underwriting,  selling,
securitizing and servicing mortgage loans. In addition,  there are other federal
and state statutes and regulations  affecting such  activities.  These rules and
regulations,  among other  things,  impose  licensing  obligations  on HomeSide,
prohibit  discrimination  and establish  underwriting  guidelines  which include
provisions for inspections and appraisals, require credit reports on prospective
borrowers and set maximum loan amounts.  Moreover,  lenders such as HomeSide are
required annually to submit audited  financial  statements to Fannie Mae, FHLMC,
GNMA  and  HUD  and to  comply  with  each  regulatory  entity's  own  financial
requirements.  HomeSide's business is also subject to examination by Fannie Mae,
FHLMC and GNMA and state regulatory  agencies at all times to assure  compliance
with applicable regulations, policies and procedures.

      Mortgage  origination  activities are subject to the provisions of various
federal and state statutes including, among others, the Equal Credit Opportunity
Act,  the Federal  Truth-in  Lending Act,  RESPA,  the Fair Housing Act, and the
regulations  promulgated  thereunder,  which  among other  provisions,  prohibit
discrimination,  prohibit  unfair and deceptive  trade practices and require the
disclosure of certain basic  information to mortgagors  concerning  credit terms
and settlement costs, limit fees and charges paid by borrowers and lenders,  and
otherwise  regulate  terms and  conditions of credit and the procedures by which
credit  is  offered  and  administered.  Many of the  aforementioned  regulatory
requirements  are designed to protect the interests of  consumers,  while others
protect the owners or insurers of mortgage  loans.  Failure to comply with these
requirements  can lead to loss of  approved  status,  termination  of  servicing
contracts without compensation to the servicers,  demands for indemnification or
loan repurchases,  class action lawsuits and administrative enforcement actions.
Such regulatory  requirements are subject to change from time to time and may in
the future become more restrictive,  thereby making compliance more difficult or
expensive or otherwise restricting HomeSide's ability to conduct its business as
it is now conducted.

      During the period that BKB or Barnett, or any of their subsidiaries,  held
a material  ownership  interest in HomeSide,  HomeSide and its  subsidiaries (i)
were under the jurisdiction,  supervision,  and examining  authority of the OCC,
and (ii) could only engage in activities  that were part of, or  incidental  to,
the business of banking. The OCC has specifically ruled that mortgage banking is
a proper incident to the business of banking.

      There are  various  other state and local laws and  regulations  affecting
HomeSide's  operations.  HomeSide  is  licensed  in those  states  that  require
licensing to originate,  purchase and/or service  mortgage  loans.  Conventional
mortgage  operations  may also be subject to state  usury  statutes.  FHA and VA
loans are exempt from the effect of such statutes.

Competition

      Mortgage bankers operate in a highly competitive and fragmented market. In
1997 the  largest  originator  of loans  represented  6.5% of the market and the
largest  servicer  represented  5.0%, while the top 30 originators and servicers
represented 48% and 49% of their markets, respectively,  based on data published
by Inside Mortgage Finance.


<PAGE>




                        TOP 10 ORIGINATORS AND SERVICERS
                              (dollars in billions)
 
1997 Originations                       Servicing Portfolio at December 31, 1997
 
 1  Norwest Mortgage, IA        $55.3    1  Norwest Mortgage, IA          $205.8
 2  Countrywide Home Loans, CA   43.1    2  Countrywide Home Loans, CA     171.4
 3  Chase Manhattan Mortgage             3  Chase Manhattan Mortgage       
     Holdings, FL                40.1        Holdings, FL                  169.3
 4  Washington Mutual, WA        23.4    4  NationsBanc & Affiliates, TX   122.3
 5  HomeSide Lending, FL         21.8    5  Fleet Mortgage Group, SC       121.0
 6  Dime/North American 
     Mortgage, CA                16.1    6  HomeSide Lending, FL            99.2
 7  BankAmerica, CA              16.0    7  GE Capital Mortgage Svcs., NC   99.0
 8  Fleet Mortgage Group, SC     15.6    8  Washington Mutual, WA           97.7
 9  ABN AMRO Mtg., IL 
    (Standard Federal)           15.2    9  BankAmerica, CA                 89.7
10 NationsBanc & Affiliates, TX  15.1   10 Mellon Mortgage, TX              66.6
-----------------
Source:  Inside Mortgage Finance.

       HomeSide  competes with other mortgage bankers,  financial  institutions,
and other  providers of financial  services.  The  underwriting  guidelines  and
servicing  requirements  set by the  participants  in the secondary  markets are
standardized.  As a result,  mortgage banking products (i.e., mortgage loans and
the servicing of those loans) have become difficult to differentiate. Therefore,
mortgage  bankers  compete  primarily  on the basis of price or service,  making
effective cost management essential.

      Mortgage bankers generally seek to develop cost efficiencies in one of two
ways:  economies  of scale or  specialization.  Large  full-service  national or
regional  mortgage bankers have sought economies of scale through an emphasis on
wholesale  originations,  the introduction of automated  processing  systems and
expansion through acquisition.  Smaller companies frequently identify and pursue
a particular expertise or customer base in an attempt to create a market niche.

      The  industry  has  experienced   rapid   consolidation   which  has  been
accelerated by the introduction of significant  technology  improvements and the
economies  of scale  present  in  mortgage  servicing.  The  automation  of many
functions  in mortgage  banking,  especially  those  related to  servicing,  has
reduced costs  significantly  for industry  participants.  Many mortgage bankers
that were not low cost,  high volume  producers or did not operate in a low cost
specialized field experienced earnings declines in the nineties, causing many to
exit the business or to be acquired.  Surviving cost effective  firms  purchased
servicing  portfolios or other companies to expand their servicing  economies of
scale,  while  others  acquired  market  niche  operations.  As evidence of this
consolidation, the top 25 mortgage loan servicers have increased their aggregate
market share from 16.6% in 1990 to 30.9% in 1997.

Employees

      As of February 10, 1998 and February 28, 1997, respectively,  HomeSide had
approximately  1,891 and 1,689 total employees,  substantially  all of whom were
full-time  employees.  HomeSide has no unionized  employees  and  considers  its
relationship with its employees generally to be satisfactory.



<PAGE>


ITEM 2.  PROPERTIES

      HomeSide's  corporate,  administrative,  and  servicing  headquarters  are
located in Jacksonville,  Florida, in facilities,  which comprise  approximately
145,000  square feet of owned  space and  approximately  202,000  square feet of
leased  space.  The  servicing  center  lease  expires on August 31, 1999 unless
HomeSide  exercises  its options to renew,  which could  extend the lease for an
additional six years.  HomeSide also leases  approximately 53,000 square feet of
warehouse space in  Jacksonville,  Florida for storing certain loan files,  loan
servicing  documents and other corporate  records.  In addition HomeSide owns an
additional 190,000 square feet of space in San Antonio, Texas. HomeSide believes
that its present facilities are adequate for its operations.

ITEM 3.  LEGAL PROCEEDINGS

      HomeSide is a defendant  in a number of legal  proceedings  arising in the
normal course of business.  HomeSide, 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,  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.

      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 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No matters were submitted to a vote of security  holders during the fourth
quarter of the fiscal  year ended  February  10,  1998,  except that in December
1997,  the  stockholders  adopted an  Agreement  and Plan of Merger (the "Merger
Agreement") pursuant to which a newly formed wholly-owned subsidiary of National
Australia Bank Limited ("NAB") was merged with and into the Company. Pursuant to
the Merger Agreement, the Company became an indirect, wholly-owned subsidiary of
NAB.

                                     PART II

ITEM 5.  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED
             STOCKHOLDER MATTERS

      The information set forth under the caption,  "Market for the Registrant's
Common Equity and Related  Stockholder  Matters" which appears on page 53 of the
Company's  1998  Annual  Report  to  Stockholders  is  incorporated   herein  by
reference.

ITEM 6.  SELECTED CONSOLIDATED FINANCIAL DATA

      The  information  set forth  under  the  caption,  "Selected  Consolidated
Financial  Data" which appears on page 9 of the Company's  1998 Annual Report to
Stockholders is incorporated herein by reference.

ITEM 7.  MANAGEMENT'S' DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
               AND RESULTS OF OPERATIONS

      The information set forth under the caption,  "Management's Discussion and
Analysis of Financial  Condition  and Results of  Operations"  which  appears on
pages 10 through 21 of the  Company's  1998  Annual  Report to  Stockholders  is
incorporated herein by reference.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

          The  consolidated  financial  statements,  together  with the  reports
therein of Arthur Andersen LLP and Coopers and Lybrand LLP appearing on pages 22
through 52 of the Company's 1998 Annual Report to Stockholders  are incorporated
herein by reference.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
                  ACCOUNTING AND FINANCIAL DISCLOSURE

         Effective April 1, 1998, HomeSide,  Inc. dismissed its prior certifying
accountants,  Arthur  Andersen,  L.L.P.  and  retained  as  its  new  certifying
accountants,  KPMG Peat Marwick,  L.L.P.  Arthur Andersen's report on HomeSide's
financial  statements during the two most recent fiscal years and all subsequent
interim  periods  preceding  the date hereof  contained no adverse  opinion or a
disclaimer of opinions, and was not qualified as to uncertainty,  audit scope or
accounting  principles.  The  decision  to change  accountants  was  approved by
HomeSide's Board of Directors.

         During the last two fiscal years and the  subsequent  interim period to
the date  hereof,  there  were no  disagreements  between  HomeSide  and  Arthur
Andersen  on any  matters  of  accounting  principles  or  practices,  financial
statement disclosure,  or auditing scope or procedure,  which disagreements,  if
not resolved to the satisfaction of Arthur Andersen would have caused it to make
a reference to the subject matter of the  disagreements  in connection  with its
reports.

         None  of  the  "reportable  events"  described  in  Item  304(a)(1)  of
Regulation  S-K  occurred  with  respect to HomeSide  within the last two fiscal
years and the subsequent interim period to the date hereof.

         Effective April 1, 1998, HomeSide engaged KPMG Peat Marwick,  L.L.P. as
its principal  accountants.  During the last two fiscal years and the subsequent
interim  period to the date  hereof,  HomeSide did not consult KPMG Peat Marwick
regarding any of the matters or events set forth in Item 304(a)(2) of Regulation
S-K.
                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

<TABLE>
<CAPTION>
                                                      DIRECTORS

None of the  following  directors  are  related to any other  director or to any
executive officer of the Company.

                              Position with the Company                                               Year First
                               or Principal Occupation                                                Elected a 
Name of Nominee               During the Past Five Years                                    Age       Director  
---------------               --------------------------                                    ---       ----------
<S>                           <C>                                                            <C>      <C>
Joe K. Pickett                Chairman of the Board, Chief Executive Officer and a          51        1996
                              Director of the Company since March 14, 1996.  Chairman of
                              the Board and Chief Executive Officer of the Company's
                              wholly-owned subsidiary HomeSide Lending, Inc.
                              ("HomeSideLending") since April 1990.  Director of Fannie
                              Mae and Baptist Medical Center, Jacksonville, Florida.
-----------------------------

Hugh R. Harris                President, Chief Operating Officer and a Director of the      45        1996
                              Company since March 14, 1996.  President and Chief
                              Operating Officer of HomeSide Lending since January 1993.
                              Previously, Vice-Chairman of HomeSide Lending.  Director of
                              Republic Mortgage Insurance Company.
-----------------------------

Thomas M. Hagerty             Managing Director, Thomas H. Lee Company, where he has been   34        1995
                              employed since 1988.  President of the Company from its
                              organization on December 11, 1995, to March 14, 1996.
                              Treasurer of the Company from March 14,1 996 to October
                              1996.  Vice President and Trustee of THL Equity Trust III,
                              the General Partner of THL Equity Advisors III Limited
                              Partnership, which is the General Partner of Thomas H. Lee
                              Equity Fund III, L.P. Director of Select Beverages, Inc.
-----------------------------

David V. Harkins              Senior Managing Director, Thomas H. Lee Company, where he     55        1995
                              has been employed since 1986.  Senior Vice President and
                              Trustee of Thomas H. Lee Advisors I and T. H. Lee Mezzanine
                              II, affiliates of ML-Lee Acquisition Fund L.P. and the
                              ML-Lee Acquisition Funds, respectively.  President and
                              Trustee of THL Equity Trust III, the General Partner of THL
                              Equity Advisors III Limited Partnership, which is the
                              General Partner of Thomas H. Lee Equity Fund III, L.P.
                              Chairman and Director of National Dentex Corporation,
                              Director of Stanley Furniture Company, Inc. and First
                              Alert, Inc.
-----------------------------

Justin S. Huscher             Vice President of Madison Dearborn Partners, Inc. since       43        1995
                              January 1993.  From April 1990 until January 1993, Senior
                              Investment Manager of First Chicago Venture Capital.
                              Member of operating committees of the General Partners of
                              Huntway Partners L.P. and Golden Oak Mining Company, L.P.,
                              respectively, and Director of Bay State Paper Holding
                              Company.
-----------------------------

Peter J. Manning              Executive Vice President, Mergers and Acquisitions of         57        1995
                              BankBoston, N.A. and BankBoston Corporation since 1993.
                              From 1990 to 1993, Executive Vice President, Chief
                              Financial Officer and Treasurer of BankBoston Corporation
                              and Chief Financial Officer of BankBoston, N.A.
-----------------------------

Kathleen M. McGillycuddy      Group Executive Director, Global Treasury of BankBoston,      47        1996
                              N.A.,  where  she has been  employed  since  1992.
                              Previously  Executive  Vice  President,  Corporate
                              Liquidity and Funds  Management  at  Fleet/Norstar
                              Bank.
-----------------------------

Hinton F. Nobles, Jr.         Since 1989, Executive Vice President and member of the        51        1996
                              Management Executive Committee of Barnett Banks, Inc.
                              ("BBI") where he has been employed since 1974.
-----------------------------

Douglas K.  Freeman           Chief Consumer Credit Executive and member of the             46        1996
                              Management Operating Committee of BBI.  From 1991 to 1995,
                              Chief Corporate Banking Executive of BBI.  Chair of the
                              Governor's Capital Partnership Board of Florida and
                              Director of The Small Business Foundation of America, Inc.
-----------------------------

Charles W. Newman             Chief Financial Officer and member of the Management          47        1996
                              Executive Committee of BBI since 1992.  Previously, Vice
                              President and Deputy Controller, Senior Vice President and
                              Controller and Executive Vice President of BBI.
-----------------------------

Thomas J. Hollister           Director of the Company since October 2, 1997.  Mr.           43        1997
                              Hollister joined BankBoston in 1979 and has served in
                              various management positions since that time.  He currently
                              serves as the Executive Vice President of Consumer and
                              Small Business Banking.

</TABLE>


<PAGE>



<TABLE>
                                   MANAGEMENT

The  following  table sets forth the name,  age and position with the Company of
each person who is an executive officer or director of the Company.
<CAPTION>

                 Name                     Age          Position
         <S>                               <C>         <C>                                                        
         Joe K. Pickett.................   52       Chairman of the Board and Chief Executive Officer, Director
         Hugh R. Harris.................   46       President and Chief Operating Officer; Director
         Kevin D. Race..................   37       Vice President and Chief Financial Officer
         Robert J. Jacobs...............   45       Vice President, Secretary and General Counsel
         Betty L. Francis...............   51       Chief Credit Officer and Vice President
         Mark F. Johnson................   43       Vice President - Production
         William Glasgow, Jr............   48       Vice President - Servicing
         Daniel T. Scheuble.............   39       Vice President - Technology
         Thomas H. Fisher...............   65       Vice President and Assistant Secretary
         W. Blake Wilson................   32       Vice President, Director of Capital Markets
         Charles D. Gilmer..............   50       Senior Vice President and Treasurer of HomeSide Lending
         Ann R. Mackey..................   40       Senior Vice President and Finance Director of HomeSide Lending
         Debra F. Watkins...............   40       Senior Vice President, Cash Management, of HomeSide Lending

</TABLE>

Joe K. Pickett has served as Chairman of the Board and Chief  Executive  Officer
of  HomeSide  Lending  since  April 1990 and as  Chairman  of the  Board,  Chief
Executive  Officer and a Director of HomeSide since March 14, 1996. From October
1994 through  October 1995, Mr. Pickett served  concurrently as President of the
Mortgage Bankers  Association of America.  Mr. Pickett also serves as a Director
of Fannie Mae and of Baptist Medical Center, Jacksonville, Florida.

Hugh R. Harris has served as President and Chief  Operating  Officer of HomeSide
Lending  since  January 1993 and as  President,  Chief  Operating  Officer and a
Director of HomeSide  since March 14, 1996.  From January 1988 to January  1993,
Mr. Harris served as Vice Chairman of HLI in charge of production  and secondary
marketing.  Mr.  Harris  currently  serves as a Director  of  Republic  Mortgage
Insurance Company (RMIC).

Kevin D. Race has served as Executive Vice President and Chief Financial Officer
of HomeSide Lending and Vice President, Chief Financial Officer and Treasurer of
HomeSide  since  October 1996.  From 1993 to 1996,  Mr. Race served as Executive
Vice President,  Chief Financial  Officer and Treasurer of Fleet Mortgage Group.
In 1996, Mr. Race was named president of Fleet Mortgage Group. In 1989, Mr. Race
served in the mortgage  capital  markets and  non-conforming  products  areas of
Fleet Mortgage  Group.  From 1985 to 1989, Mr. Race served as Vice President and
National Product Manager for Mortgage Backed Securities for Citicorp.  From 1982
to 1985,  Mr.  Race served in the  secondary  marketing  area of North  American
Mortgage Company.

Robert J.  Jacobs  has served as  Executive  Vice  President  and  Secretary  of
HomeSide  Lending since February 2, 1996. Mr. Jacobs has served as a Director of
HLI since March 14,  1996.  Mr.  Jacobs has also served as Secretary of HomeSide
since March 14, 1996 and as Vice  president  of HomeSide  since April 10,  1996.
From 1987 to 1996,  Mr. Jacobs served as a Senior Vice President and Chief Legal
Officer of Chase Manhattan Mortgage  Corporation,  and served as General Counsel
for Citicorp  Savings of Florida from 1984 to 1986. Mr. Jacobs  currently serves
as President and  Legislative  Chairman of the Mortgage  Bankers  Association of
Florida.

Betty L.  Francis  has served as Chief  Credit  Officer  and as  Executive  Vice
President  of HomeSide  Lending  since  October  1996 and as Vice  President  of
HomeSide  since April 10, 1996.  Ms.  Francis  served from March 1994 to October
1996 as Chief  Financial  Officer of HLI. Ms.  Francis served from April 1993 to
March 1994 as the Senior Finance Officer of the Personal Banking Group, and from
April 1990 to April  1993 as the  Comptroller  of Bank of Boston  and BKBC.  Ms.
Francis is a Trustee of Commonwealth Energy Services, a gas and electric utility
in Massachusetts.

Mark F. Johnson has served as Executive Vice President of Production of HomeSide
Lending since April 1, 1992.  From 1988 to 1992,  Mr.  Johnson  served as Senior
Vice  President and Director of Wholesale  Lending for HLI. Mr. Johnson also has
served as Vice President of HomeSide since April 10, 1996.

William Glasgow,  Jr. has served as Executive Vice President of HomeSide Lending
since July 1991.  From October 1989 to July 1991,  Mr.  Glasgow served as Senior
Vice President with Citicorp  Mortgage Inc. in St. Louis,  Missouri.  Mr.Glasgow
has also served as Vice President of HomeSide since April 10, 1996.

Daniel T. Scheuble has served as Executive Vice President for  Technology,  Loan
Processing and Consumer Direct Lending of HomeSide Lending since 1993. From 1990
to 1992, Mr. Scheuble served as a Senior  Technology and Operational  Manager at
Bank of Boston. Mr. Scheuble has also served as Vice President of HomeSide since
April 10, 1996.

Thomas H. Fish has served as Executive Vice President of HomeSide  Lending since
1988.  Mr. Fish has served as  Assistant  Secretary of HLI since March 14, 1996.
Mr. Fish served as Secretary  and General  Counsel of HLI from 1988 to March 14,
1996.

W. Blake Wilson has served as Executive  Vice  President and Director of Capital
Markets of HomeSide Lending since September 1997. He previously served as Senior
vice  President  and Director of Capital  Markets of HomeSide  Lending from June
1996.  Before  joining HLI, Mr. Wilson served in Capital  Markets for Prudential
Home  Mortgage  ("PHM") from 1992  through  June 1996.  Prior to joining PHM, he
worked in KPMG Peat Marwick's  National Mortgage and Structured Finance Group in
Washington, D.C.

Charles D. Gilmer has served as Senior Vice  President and Treasurer of HomeSide
Lending  since October 1993.  Mr.  Gilmer  previously  served as the Director of
Liability Management for Citicorp from November 1989 to October 1993.

Ann R.  Mackey has served as Senior  Vice  President  and  Finance  Director  of
HomeSide  Lending since July 1993.  From September 1992 to July 1993, Ms. Mackey
served as a manager in  International  Risk  Management for Bank of Boston.  Ms.
Mackey  previously served as Senior Audit Manager at KPMG Peat Marwick from 1985
to 1992.

Debra F.  Watkins  has served as Senior  Vice  President,  Cash  Management  and
Marketing  Operations of HomeSide  Lending since October 1993. From July 1987 to
October 1993, Ms. Watkins  served in various  management  positions in Secondary
Marketing and Production  Operations at HomeSide Lending.  Ms. Watkins currently
serves as Chairperson of the GNMA Liaison  Committee of Mortgage  Association of
America.



<PAGE>







                      COMPLIANCE WITH SECTION 16 (a) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

         Section  16 (a) of the  Securities  Exchange  Act of 1934  (the  "Act")
requires the Company's Directors and executive officers and persons who own more
than 10% of the Company's  Common Stock to file with the Securities and Exchange
Commission and the New York Stock Exchange reports concerning their ownership of
the Company's Common Stock and changes in such ownership. Copies of such reports
are required to be furnished to the Company. To the Company's  knowledge,  based
solely on a review of copies of such reports  furnished to the Company during or
with respect to the Company's most recent fiscal year, all Section 16 (a) filing
requirements applicable to persons who were, during the most recent fiscal year,
officers or directors of the Company or greater  than 10%  beneficial  owners of
its Common Stock were complied with.

ITEM 11.  EXECUTIVE COMPENSATION

                             EXECUTIVE COMPENSATION

Executive Compensation

         The following table sets forth all  compensation  awarded to, earned by
or paid to the Company's  Chief  Executive  Officer and the Company's  five most
highly  compensated  executive  officers other than the Chief Executive  Officer
whose total annual salary and bonus exceeded  $100,000 for all services rendered
in all capacities to the Company and its subsidiaries for the periods from March
1, 1997 to February 10, 1998, and from March 16, 1996 to February 28, 1997.


<PAGE>
<TABLE>



                           Summary Compensation Table
<CAPTION>

                                                                             
                                                                             
                                                                             Long-Term 
                                                                           Compensation
                                                                              Awards   
                                                        Annual            --------------
                                                     Compensation           Securities           
              Name and Principal         Fiscal  ---------------------      Underlying           All Other
              HomeSide Position           Year     Salary      Bonus          Options          Compensation
-----------------------------------------------------------------------------------------------------------
<S>                                       <C>    <C>        <C>             <C>                 <C>     
Joe K. Pickett .......................    1998   $ 372,000  $ 500,000        45,000             $ 23,954
                Chairman & CEO            1997     312,000    362,000       242,862(a)            16,135(b)

Hugh R. Harris.......................     1998     360,000    470,000        45,000               14,411
           President and Chief            1997     300,000    350,000       242,862(a)             7,842(b)
            Operating Officer

Kevin D. Race .........................   1998     250,000    300,000        45,000                9,333
            Executive Vice President      1997     250,000    100,000        97,155(a)           413,145(b)(d)
                and Chief Financial                   (c)                                             
                  Officer                           

Mark F. Johnson ......................    1998     230,000    200,000        30,000               10,623
       Executive Vice President           1997     200,000    150,000        97,155(a)            6,714(b)
        Secondary Marketing and
               Production

William Glasgow, Jr. ...............      1998     230,000    200,000        30,000               14,299
         Executive Vice President         1997     200,000    150,000        97,155(a)            6,52 (b)
</TABLE>
---------------------

(a)  Reflects a 17 for 1 stock  split of the  Company's  Common  Stock  effected
     immediately prior to the Company's January 1997 initial public offering.
(b)  Includes  amounts  received  for  (1)  matching   contributions  under  the
     Company's  savings plan of $6,000 with respect to each of Messrs.  Pickett,
     Harris,  Johnson,  Glasgow;  and (2) the  dollar  value  of life  insurance
     premiums  paid by the Company with  respect to: Mr.  Pickett  $10,135;  Mr.
     Harris $1,842; Mr. Race $74; Mr. Johnson $714; Mr. Glasgow $522.
(c)  The salary of Mr.  Race is per annum.  Mr.  Race has been  employed  by the
     Company since October 1996.
(d)  Includes a bonus of $375,000  received by Mr. Race as an inducement to join
     the Company and $38,071 in relocation expenses.


      Option Grants for the Period from March 1, 1997 to February 10, 1998

         The following table provides  information on option grants with respect
to common Stock of the Company for the period from March 1, 1997 to February 10,
1998 to the named executive officers.  Pursuant to applicable regulations of the
Securities and Exchange commission (the "Commission"),  the following table also
sets forth the hypothetical value which might have been realized with respect to
such  options  based  on  assumed  rates  of  stock  appreciation  of 5% and 10%
compounded annually from date of grant to the end of the option terms:


<PAGE>
<TABLE>



                                         Individual Grants
                         ------------------------------------------------------------------
<CAPTION>

                          Number of
                         Securities       % of Total                                                Potential Realizable
                                                                                                          Value at
                         Underlying        Options                                              Assumed Annual Rates of Stock
                           Options        Granted to         Exercise                          Price Appreciation for Option
                           Granted        Employees           Price             Expiration              Term (a)
                                                                                                   ---------------------
        Name                 (#)           in 1997            ($/Sh)               Date              5%           10%
---------------------    ------------    -------------    ---------------    ------------------    --------     --------
<S>                      <C>             <C>              <C>                <C>                   <C>          <C>
Joe K. Pickett.......     15,000(b)         10.84%           $20.500             07/10/07          193,385      490,076
                          30,000(c)         10.84%           $20.500             01/10/07          362,919      907,645

Hugh R. Harris.......     15,000(b)         10.84%           $20.500             05/31/07          193,385      490,076
                          30,000(c)         10.84%           $20.500             11/20/06          362,919      907,645

Kevin D. Race........     15,000(b)         10.84%           $20.500             10/08/07          193,385      490,076
                          30,000(c)         10.84%           $20.500             04/08/07          362,919      907,645

Mark F. Johnson......     10,000(b)          7.23%           $20.500             05/31/06          128,923      326,717
                          20,000(c)          7.23%           $20.500             11/30/05          241,946      605,096

William Glasgow, Jr..     10,000(b)          7.23%           $20.500             05/31/06          128,923      326,717
                          20,000(c)          7.23%           $20.500             11/30/05          241,946      605,096
</TABLE>
--------------

(a)      These values are based on assumed rates of  appreciation  only.  Actual
         gains, if any, on shares acquired on option  exercises are dependent on
         the future performance of the Company's Common Stock.
(b)      Non-qualified,  timed-based  options granted  pursuant to the Company's
         1996 Stock Option Plan.  Options vest annually in arrears in five equal
         installments of 20% per year.
(c)      Non-qualified,   performance-based  options  granted  pursuant  to  the
         Parent's  1996 Time  Accelerated  Restricted  Stock Option Plan.  These
         options  vest no later than nine  years  from the date of grant  unless
         accelerated based on the achievement of certain performance criteria.



                  Aggregated Option Exercises and Option Values
             for the Period from March 1, 1997 to February 10, 1998

         The following table provides information on option exercises during the
period from March 1, 1997 to February  10, 1998 with respect to the Common Stock
of the Company and on the values of the named  executive  officers'  unexercised
options at February 10, 1998:
<TABLE>
<CAPTION>
                            Shares                           Number of Securities                  Value of Unexercised
                           Acquired                         Underlying Unexercised                      In-the-Money
                              on            Value           Options at Year-End (#)                    Options at Year-End
        Name                Exercise      Realized      Exercisable        Unexercisable       Exercisable     Unexercisable (a)
----------------------     -----------    ----------    -------------    ------------------    -------------   ------------------
<S>                        <C>            <C>           <C>              <C>                   <C>             <C>
Joe K. Pickett........         0             $0            48,573             239,289           $500,010        $2,922,511

Hugh R. Harris........         0              0            48,573             239,289           500,010         2,922,511

Kevin D. Race.........         0              0            19,431             122,724           200,023         1,722,591

Mark F. Johnson.......         0              0            19,431             107,724           200,023         1,415,091

William Glasgow, Jr...         0              0            19,431             107,724           200,023         1,415,091
</TABLE>
-----------

 (a)     Value  of  unexercised   in-the-money   stock  options  represents  the
         difference  between the  exercise  prices of the stock  options and the
         closing  price of the  Parent's  Common  Stock  on The New  York  Stock
         Exchange on February 10, 1998



<PAGE>



Employment Contracts and Termination of Employment Arrangements

         Certain of the Company's executive officers including each of the named
executive  officers are party to employment  agreements  and/or  non-competition
agreements with the Company. The Company is therefore contractually obligated to
continue to pay such salaries during the executive  officer's term of employment
with the Company.

         Pursuant to severance  agreements with the Company,  certain  executive
officers,  including  each of the named  executive  officers,  were  entitled to
severance benefits if he were terminated,  or constructively  terminated through
diminution in job  responsibilities or compensation  following an acquisition (a
"Trigger Event"). If such named executive officer offers to remain in the employ
of the  Company  for  one  year  following  any  Trigger  Event,  and is  either
terminated during the first year or has his job responsibilities or compensation
diminished, he is entitled to a severance benefit. The severance benefit will be
a lump sum  payment  in cash equal in the case of each of  Messrs.  Pickett  and
Harris  to the sum of (i)  twice  his  annual  salary  in  effect at the time of
termination,  (ii) twice his annual bonus  received for the  preceding  year and
(iii) a pro rata  portion  of the bonus he would have  received  for the year in
which  termination  occurs (paid at the time the amount of such bonus would have
been determined).  The severance benefit for the other named executive  officers
will be equal to the sum of (i) such  officer's  annual  salary in effect at the
time of  termination,  (ii)  his  annual  bonus  received  for the year in which
termination  occurs  (paid at the time the amount of such bonus  would have been
determined).  The named executive  officers will also receive continued coverage
under  the  Company's   medical  benefit  plans  for  one  year  following  such
termination,  or two years following termination in the case of Messrs.  Pickett
and Harris. Each of the Severance Agreements is for a term of one (1) year which
is automatically renewed on April 1 of each year for additional one-year periods
unless  either the  Company  or the  executive  has given  notice not later than
December  31st of the  previous  year to the other not to extend the term of the
Agreement.  If a Trigger  Event has  occurred  during the term of the  Severance
Agreement,  however,  the  Agreement  continues  for one (1) year  following the
closing of the Trigger Event.

         Since  the 1998  fiscal  year  end and the NAB  merger,  all  severance
agreements have been canceled.

Historical Executive Compensation

         The following table sets forth all  compensation  awarded to, earned by
or paid to the Company's  Chief  Executive  Officer and the Company's  four most
highly  compensated  Executive  Officers other than the Chief executive  officer
whose total annual salary and bonus exceeded  $100,000 for all services rendered
in all capacities to BancBoston  Mortgage  Corporation and its  subsidiaries for
the fiscal year ended December 31, 1995.  None of the Company's  named executive
officers received any compensation from Barnett Mortgage Company during 1995.



<PAGE>

<TABLE>


                           Summary Compensation Table
<CAPTION>

                                                                  
                                                                        Long-Term Compensation                       
                                                                    ------------------------------------------       
                                                                         Awards (b)                     Payouts      
                                                                      ------------------               -----------   
                                                Annual                                             Long-Term         
  Name and Principal       Fiscal            Compensation         Restricted       Securities      Incentive         
                                         ---------------------      Stock         Underlying         Plan            
       Position             Year      Salary(a)   Bonus(a)         Awards            Options       Payouts (c)    Compensation (d)
-----------------------    -------    ----------- ----------    --------------     ------------    ------------ --------------------
<S>                        <C>        <C>         <C>           <C>                <C>             <C>          <C>
Joe K. Pickett.........     1995      $ 287,000   $ 200,000     $ 68,700             9,600          $ 215,156     $ 11,480
    Chairman & CEO

Hugh R. Harris.........     1995        275,000     225,000       42,938             6,000             --           11,000
      President

Charles D. Gilmer......     1995        170,769     155,000         --                 --              --             --
    Director, Risk
      Management

Mark F. Johnson........     1995        190,577     125,000       28,625             4,000             --            7,623
      Director,
 Wholesale/Securities
      Marketing

William Glasgow, Jr....     1995        189,230     125,000       28,625             4,000             --            7,569
    Director, Loan
    Administration
</TABLE>
------------

(a)      The salary and bonus amounts presented were earned in 1995. The payment
         of certain such amounts occurred in 1996. The amounts  reflected in the
         table do not include the following  bonuses paid to the named executive
         officers in 1996 in connection  with the closing of the  acquisition of
         BancBoston  Mortgage  Corporation:  Mr. Pickett,  $50,000;  Mr. Harris,
         $225,000; Mr. Gilmer, $175,000; Mr. Johnson, $200,000; and Mr. Glasgow,
         $200,000.
(b)      Involves  common  stock of BKBC.  As of December  31,  1995,  the named
         executive  officers held the following  number of restricted  shares of
         BKBC common stock having the corresponding year-end market values:

                             As of December 31, 1995

                                     Total Number of            Aggregate
         Name                     Restricted Shares Held      Market Value
                                  ----------------------      ------------
         Joe K. Pickett...........         5,600               $ 259,900

         Hugh R. Harris...........         4,135                 191,244

         Charles D. Gilmer........           --                     --

         Mark F. Johnson..........         1,784                  82,510

         William Glasgow, Jr......         1,700                  78,625

         In connection  with the BancBoston  Mortgage  Corporation  acquisition,
         vesting  on  all of  the  restricted  stock  owned  by  its  employees,
         including the restricted  stock listed above,  was  accelerated and all
         prior forfeiture and transferability restrictions thereon were removed.

(c)      Represents the dollar value of vested shares of performance  restricted
         stock  calculated by multiplying the closing price of BKBC common stock
         on each vesting date by the number of shares that vested on that date.

(d)      Includes  matching   employer   contributions  and  credits  under  the
         BankBoston   thrift-incentive   plan   and  the   BankBoston   deferred
         compensation plan for the named executive officers.


                               Retirement Benefits

The  following  table  shows  the  years of  service  and the  estimated  annual
retirement  benefits  that are  payable at age 65 from BKBC to each of the named
executive  officers  in the form of a single  lifetime  annuity  with an assumed
future  annual  interest  rate of 6.3% through 1996 and 5.5%  thereafter on each
individual's cash balance account:

                          Prior Years of Service      Estimated Annual
        Name                  as of 12/31/95         Retirement Benefit
----------------------    -----------------------    ------------------

Joe K. Pickett........              15                 $   73,883

Hugh R. Harris........              12                     50,676

Charles D. Gilmer.....               2                      2,386

Mark F. Johnson.......              13                     48,616

William Glasgow, Jr..                4                      6,836

         The estimates shown above reflect  BankBoston's cash balance formula as
of December 31, 1995 (under which credits are made  annually to an  individual's
account at a rate based on the individual's age and years of service),  plus any
accrued benefits under the prior plan formula. These benefits are provided under
a  combination  of  BankBoston's   tax-qualified  retirement  plan  and  certain
supplemental plans.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
               MANAGEMENT

                          SECURITY OWNERSHIP OF CERTAIN
                        BENEFICIAL OWNERS AND MANAGEMENT

The following table and the paragraphs that follow set for the information  with
respect to the beneficial ownership of shares of the Company's voting securities
as of February 10, 1998 by (i) all shareholders of the Company who own more than
5% of  any  class  of  such  voting  securities;  (ii)  each  director  who is a
stockholder;  (iii)  certain  executive  officers;  and (iv) all  directors  and
executive  officers as a group,  as determined in accordance with Section 13 (d)
of the Securities Exchange Act of 1934 and the rules thereunder.

<TABLE>
<CAPTION>
                                                              Amount and Nature of
Name of Beneficial Owner               Title of Class         Beneficial Ownership        Percentage of Class
------------------------               --------------         --------------------        -------------------
<S>                                    <C>                    <C>                         <C>
BankBoston, N.A.                       Common Stock                   11,461,400                  26.42%
     100 Federal Street
     Boston, MA

Siesta Holdings, Inc.                  Common Stock                   11,461,400                  26.42%
     3800 Howard Hughes
     Parkway, Suite 1560
     Las Vegas, NV

THL (a)                                Common Stock                   8,596,050                   19.82%
     75 State Street
     Boston, MA

Madison Dearborn Capital               Common Stock                   2,865,350                   6.60%
 Partners, L.P.
     Three First National Plaza
     Chicago, IL

Joe K. Pickett                         Common Stock                  126,797 (a)                    *

Hugh R. Harris                         Common Stock                  121,435 (a)                    *

Kevin D. Race                          Common Stock                   48,586 (b)                    *

William Glasgow, Jr.                   Common Stock                   63,955 (b)                    *

Mark F. Johnson                        Common Stock                   68,051 (b)                    *

Thomas M. Hagerty                      Common Stock                   25,194 (c)                    *

David V. Harkins                       Common Stock                   39,661 (d)                    *

All Directors and Executive
Officers as a Group
(18 persons)                           Common Stock                  593,568 (e)                  1.36%
</TABLE>
---------------

*    Less than 1%
(a)  Includes  48,573  shares  currently  exercisable  under the Parent's  stock
     option plan.
(b)  Includes  19,431  shares  currently  exercisable  under the Parent's  stock
     option plan.
(c)  Does not include  8,570,856  shares  owned by THL, as to which Mr.  Hagerty
     disclaims beneficial ownership.
(d)  Does not include  8,556,389  shares  owned by THL, as to which Mr.  Harkins
     disclaims beneficial ownership.
(e)  Does not include the shares  held by THL,  MDP,  Bank of Boston and Siesta,
     with which  certain  directors  are  affiliated;  includes  202,073  shares
     currently exercisable under the Parent's stock option plan.

         The  Company  was formed on  December  11,  1995,  to acquire  HomeSide
(formerly  BancBoston  Mortgage  Corporation) the mortgage banking subsidiary of
BankBoston Corporation. That acquisition was completed on March 15, 1996. On May
31, 1996 the Company acquired HomeSide Holdings, Inc. (formerly Barnett Mortgage
Company), the mortgage banking subsidiary of Barnett Banks, Inc. ("Barnett").

         In addition to those shares of capital stock set forth in the preceding
table,  97,138  shares of Class C Common Stock  (non-voting)  of the Company are
beneficially  owned by Robert  Morrissey,  constituting  100% of the outstanding
Class C Common Stock.  Within 180 days of the initial public  offering of Common
Stock of the  Company in  January  1997,  a holder of Class C Common  Stock at a
price based upon the average bid prices of the Common Stock for the preceding 20
days. In addition, upon consummation of a merger or sale of substantially all of
the assets of the  Company,  a holder of Class C Common  Stock may  require  the
Company to  purchase  any  portion  of its shares of Class C Common  Stock at an
appraised fair market value price.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

                      COMPENSATION COMMITTEE INTERLOCKS AND
                              INSIDER PARTICIPATION

     During the period from March 1, 1997 to February 10,  1998,  the members of
the  Compensation  Committee  were David V.  Harkins,  Thomas J.  Hollister  and
Douglas K.  Freeman.  Mr. Shea,  who was an officer of  BankBoston  Corporation,
resigned  from the Board of  Directors of the Company in October  1997,  and was
succeeded  by  Mr.   Hollister,   an  Executive  Vice  President  of  BankBoston
Corporation. Each of the members of the Compensation Committee is an employee of
a Principal Shareholder of the Company.

Amended and Restated Shareholder Agreement

     Each of the Principal  Shareholders  and certain other  stockholders  named
therein  entered into an Amended and  Restated  Shareholder  Agreement  with the
Company dated May 31, 996 in connection with the acquisition of Barnett Mortgage
Company (the "Shareholder Agreement"). The Shareholder Agreement terminated upon
the  consummation  of the January  1997 public  offering of Common  Stock of the
Company,  except for provisions  pursuant to which the Company has agreed not to
enter into  transactions with certain  affiliated  parties except on terms which
the Company could have received in comparable arms-length transactions.

Amended and Restated Registration Rights Agreement

     Subject  to certain  limitations,  pursuant  to the  Amended  and  Restated
Registration  Rights Agreement among the Company and the Principal  Shareholders
dated May 31,  1996,  upon the request of (i) holders of shares of Common  Stock
then held by THL, (ii)  BankBoston,  (iii) MDP, or (iv) Siesta (provided that no
request may be made for  registration of securities  with an expected  aggregate
offering price to the public of less than $20,000,000), the Company will use its
best  efforts to effect the  registration  of the  Common  Stock of the  Company
requested by such stockholder to be registered and the Common Stock of all other
holders who have requested  registration in connection therewith;  provided that
the Company is not  required to effect more than two  registrations  pursuant to
any request made by any of the foregoing parties.  Under certain  circumstances,
if the Company  proposes to register  shares of its Common Stock,  it will, upon
the written request of any stockholder,  register such requesting  stockholder's
Common  Stock,  subject  to pro  rata  reduction  in the  event  all  securities
requested to be included in the  registrations  statement cannot, in the opinion
of the managing underwriter, be so included.

Exclusive Marketing Agreements

     HomeSide has entered into a Marketing  Agreement  dated March 15, 1996 (the
"BKBC Marketing  Agreement") with BankBoston  Corporation  ("BKBC")  pursuant to
which HomeSide and BKBC may market  services to HomeSide  customers who are also
BKBC customers  ("BKBC  Customers") and other customers of HomeSide.  Under this
agreement: (a) HomeSide has the exclusive right, subject to certain limitations,
to market to all customers any mortgage loan  refinancing,  (b) HomeSide has the
non-exclusive  right to market first mortgage loans (other than  refinancing) to
BKBC  Customers  and the  exclusive  right  market such loans to other  HomeSide
customers, (c) HomeSide has the exclusive right to market "other" mortgage loans
to customers  who are not BKBC  Customers,  (d)  HomeSide has the  non-exclusive
right,  subject to certain  limitations,  to offer certain  "Eligible  Products"
(mortgage credit insurance,  relocation services, title insurance, title search,
appraisal  services,   private  mortgage  insurance,   escrow  services,  hazard
insurance  services  and  certain  other  products)  to BKBC  Customers  and the
exclusive right to offer Eligible Products to other customers, and (e), BKBC has
the exclusive right to offer certain banking  services to BKBC Customers and the
non-exclusive right to offer such services to other customers.

     Under the BKBC Marketing Agreement, BKBC may not engage in a formal program
to solicit HomeSide's customers for refinancing.

     The terms of the BKBC Marketing Agreement is the later of: (a) eight years,
or (b) the third  anniversary  of the  termination  of the  Operating  Agreement
(which has a term of five years).  See  "--Other  BKBC  Agreements  -- Operating
Agreement" below.

     HomeSide  has also entered  into a marketing  Agreement  dated May 31, 1996
(the "Barnett Marketing  Agreement") with Barnett which is substantially similar
to the BKBC Marketing  Agreement,  except that it governs rights with respect to
"Barnett  Customers"  as  defined  therein  rather  than  with  respect  to BKBC
Customers.

     HomeSide does not pay any fee or moneys  (other than certain  reimbursement
obligations)  to BKBC or Barnett for its  marketing  and other  rights under the
BKBC Marketing Agreement or Barnett Marketing Agreement.

Transitional Services Agreements

     Bank Boston and its affiliate banks (the "BKB Banks") and HomeSide  entered
into a series of Transitional  Services Agreement dated March 15, 1996, pursuant
to which the BKB Banks agreed to make  available to HomeSide,  at the BKB Banks'
cost,  certain  corporate  services,  including  travel and relocation,  general
ledger  support,   audit,   payroll,   retirement  plans,   computer   services,
disbursement accounting, purchasing,  telecommunications/workstation support and
human  resources.  HomeSide also agreed to make  available to the BKB Banks,  at
HomeSide's  cost,  certain  administrative  services,  including  mortgage  loan
origination support, mortgage loan quality control services,  affordable housing
loan  support and pledged loan  support  services.  For the period from March 1,
1997 to February 10, 1998, HomeSide paid to BKB Banks approximately $5.2 million
under such Transitional Services Agreements.  For the period from March 16, 1996
to February  28, 1997,  HomeSide  paid to BKB Banks  approximately  $2.5 million
under such Transitional Services Agreements.

     Barnett and HomeSide entered into a Transitional  Services  Agreement dated
May 31, 1996,  pursuant to which  Barnett  agreed to make  available to HomeSide
office  space  and  certain  corporate  services,  including  finance  services,
accounting   services,    purchasing   services,   benefits   and   compensation
administration,  human resources and staffing services and technology  services.
HomeSide  pays  Barnett a monthly  fee  based on rates  established  under a fee
schedule for the different  services  provided to HomeSide.  For the period from
March 1, 1997 to February 10, 1998, HomeSide paid to Barnett  approximately $0.5
million under such Transitional  Services Agreements.  For the period from March
16, 1996 to February  28,  1997,  HomeSide  paid to Barnett  approximately  $0.9
million under such Transitional Services Agreements.

     The  terms  of  the  services  provided  under  the  Transitional  Services
Agreements  vary. As a general  matter,  the services were to be provided to the
receiving party until the receiving  party no longer requires the services,  but
in no event later than December 31, 1996. The term was extended to June 30, 1997
with respect to some services.

Other BKBC Agreements

     Operating Agreement

     The BKB Banks and HomeSide have entered into an Operating Agreement,  dated
March 15, 1996 (the "BKBC Operating  Agreement"),  which sets forth the parties'
roles with respect to new loan originations and servicing  rights.  With certain
exceptions,  the BKB Banks are required to sell all mortgage loan  production to
HomeSide during the term of the BKBC Operating Agreement.  In particular,  among
other  things,  the BKBC  Operating  Agreement:  (a) describes the mortgage loan
products to be  purchased by HomeSide  from BKB Banks,  (b) ensures that the BKB
Banks receive the most favorable  pricing and service released  premiums offered
by HomeSide to correspondent  lenders, (c) describes HomeSide's customer service
levels, (d) sets forth warehouse and pipeline management rights and obligations,
(e) describes the technology  support which the parties  provide to one another,
(f) describes the mortgage loan production and support  functions to be provided
by the parties, (g) describes the reports and information provided  periodically
by HomeSide to the BKB Banks,  including,  but not limited to, risk  management,
internal  performance and management reports, (h) sets forth the penalties to be
paid by the BKB Banks for failing to satisfy the buy price expiration dates, (i)
describes BKB Banks'  mortgage loan  repurchase  obligations,  and (j) restricts
HomeSide's  ability to sell servicing  rights  relating to BKB Banks'  portfolio
mortgage loans.

     The term of the BKBC Operating  Agreement is five years. The termination of
the  BKBC  Operating  Agreement  will not  affect  HomeSide's  right to  service
mortgage loans serviced prior to the termination date.

Correspondent Loan Purchase and Sale Agreement

     HomeSide  and the BKB Banks have also  entered  into a  Correspondent  Loan
Purchase and Sale Agreement,  dated March 15, 1996 (the "BKB  Correspondent Loan
Purchase  Agreement"),  which  describes the mortgage loans eligible for sale to
HomeSide by BKB, and related pricing and delivery  requirements  for such loans.
The BKB  Banks  receive  the most  favorable  pricing  offered  by  HomeSide  to
correspondent  lenders.  For the periods from March 1, 1997 to February 10, 1998
and March 16,  1996 to February  28,  1997,  HomeSide  paid  approximately  $5.3
million  and  $4.7  million,  respectively  to  the  BKB  Banks  under  the  BKB
Correspondent Loan Purchase and Sale Agreement.  Under certain  conditions,  the
BKB Banks must  indemnify  HomeSide or repurchase  mortgage loans from HomeSide.
The agreement provides certain underwriting,  appraisal,  mortgage insurance and
escrow requirements.

     The term of the BKB Correspondent Loan Purchase Agreement is five years but
will automatically terminate upon the termination of the Operating Agreement.

PMSR Flow Agreement

     HomeSide and the BKB Banks have entered  into a PMSR Flow  Agreement  dated
March 15, 1996, which requires the BKB Banks, subject to certain exceptions,  to
sell to  HomeSide  the  servicing  rights to the BKB Banks'  portfolio  mortgage
loans.  The purchase  price for the servicing  rights is based upon a percentage
(which  varies  depending on the type of loan) of the  principal  balance of the
loan, as may be adjusted based on an independent third party's revaluation.  For
the  periods  from  March 1, 1997 to  February  10,  1998 and March 16,  1996 to
February 28, 1997,  HomeSide paid  approximately  $1.6 million and $1.3 million,
respectively,  to the BKB Banks under this PMSR Flow  Agreement.  The  agreement
also requires the BKB Banks to provide certain  notices to government  agencies,
flood service  providers,  insurance carriers and borrowers upon the transfer of
servicing rights to HomeSide.  The agreement describes the BKB Banks' obligation
to prepare and record assignments of mortgage and pay tax,  service-related fees
and flood service fees. Under certain  conditions,  the BKB Banks must reimburse
the servicing rights purchase price to HomeSide.

     The term of the PMSR Flow  Agreement  is five years but will  automatically
terminate upon the termination of the BKBC Operating Agreement.

Mortgage Loan Servicing Agreement

     HomeSide  and the BKB Banks have  entered  into a Mortgage  Loan  Servicing
Agreement dated March 15, 1996 (the "BKBC Servicing Agreement"),  which requires
HomeSide,  subject to certain  exceptions,  to service the BKB Banks'  portfolio
mortgage loans.  HomeSide is also required to use reasonable  efforts to collect
mortgage loan  payments,  to remit  principal and interest to the BKB Banks each
month  and to  perform  certain  default  loan  administration  and  foreclosure
activities.  HomeSide  provides  additional  services for the BKB Banks' private
banking clients.

     The servicing fees paid by the BKB Banks to HomeSide are market-based  fees
consistent  with the fees  charged  by  HomeSide  to other  mortgagees.  For the
periods  from March 1, 1997 to February  10, 1998 and March 16, 1996 to February
2,  1997,  the BKB  Banks  paid  approximately  $3.8million  and  $5.3  million,
respectively, to HomeSide under the BKBC Servicing Agreement.

     The term of the BKBC Servicing  Agreement is five years. The BKB Banks will
not be obligated to deliver portfolio mortgage loan servicing rights to HomeSide
upon the termination of the BKBC Operating  Agreement.  However, the termination
of the BKBC  Operating  Agreement will not affect  HomeSide's  right to continue
servicing the BKB Banks'  portfolio loans that are being serviced by HomeSide as
of such termination date.


<PAGE>


Other Barnett Agreements

    Operating Agreement

     Barnett and HomeSide  have entered into an Operating  Agreement,  dated May
31, 1996 (the  "Barnett  Operating  Agreement"),  which sets forth the  parties'
roles with respect to new loan originations and servicing  rights.  With certain
exceptions,  Barnett and its affiliate banks (the "Barnett  Banks") are required
to sell all mortgage loan  production to HomeSide during the term of the Barnett
Operating  Agreement.  In particular,  among other things, the Barnett Operating
Agreement:  (a) describes the mortgage loan products to be purchased by HomeSide
from  Barnett  Banks,  (b)  ensures  that the  Barnett  Banks  receive  the most
favorable  pricing  and  servicing  released  premiums  offered by  HomeSide  to
mortgage  correspondents,  (c) describes HomeSide's customer service levels, (d)
sets forth  warehousing  and pipeline  management  rights and  obligations,  (e)
describes the technology  support which the parties provide to one another,  (f)
describes the mortgage loan  production and support  functions to be provided by
the parties, (g) describes the reports and information provided  periodically by
HomeSide to the Barnett Banks,  including,  but not limited to, risk management,
internal performance and management reports, (h) sets forth penalties to be paid
by the Barnett Banks for failing to satisfy the buy price expiration  dates, (i)
describes Barnett Banks' mortgage loan repurchase obligations, and (j) restricts
HomeSide's  ability to sell  servicing  rights  relating to the  Barnett  Banks'
portfolio mortgage loans.

          Correspondent Loan Purchase Agreement

     HomeSide and Barnett Banks have entered into a Correspondent  Loan Purchase
Agreement,  dated  May  16,  1996  (the  "Barnett  Correspondent  Loan  Purchase
Agreement"),  which  describes the mortgage loans which are eligible for sale to
HomeSide by the Barnett Banks and related pricing and delivery  requirements for
such loans.  The Barnett Banks  receive the most  favorable  pricing  offered by
HomeSide to other correspondents. For the periods from March 1, 1997 to February
10, 1998 and March 16, 1996 to February 28, 1997,  HomeSide  paid  approximately
$45.4  million  and $27.6  million,  respectively  to Barnett  under the Barnett
Correspondent  Agreement.  Under  certain  conditions,  the  Barnett  Banks must
repurchase mortgage loans for HomeSide.  The Barnett Correspondent Loan Purchase
Agreement  provides  certain  underwriting,  appraisal,  mortgage  insurance and
escrow requirements.


         PMSR Flow Agreement

     HomeSide  and the Barnett  Banks have  entered  into a PMSR Flow  Agreement
dated May 31, 1996 ("PMSR Flow  Agreement"),  which  requires the Barnett Banks,
subject to certain  exceptions,  to sell to HomeSide the servicing rights to the
Barnett Banks'  portfolio  mortgage loans.  The purchase price for the servicing
rights is based upon a percentage  (which varies  depending on the type of loan)
of the principal balance of the loan, as may be adjusted based on an independent
third  party's  revaluation.  For the periods from March 1, 1997 to February 10,
1998 and from March 16, 1996 to February 28, 1997,  HomeSide paid  approximately
$9.5 million and $8.2  million,  respectively,  to Barnett  under this PMSR Flow
Agreement.  The agreement  also  requires the Barnett  Banks to provide  certain
notices to government agencies, flood service providers,  insurance carriers and
borrowers  upon the transfer of  servicing  rights to  HomeSide.  The  agreement
describes the Barnett  Banks'  obligation to prepare and record  assignments  of
mortgage and pay tax, service-related fees and flood service fees. Under certain
conditions, the Barnett Banks must reimburse the servicing rights purchase price
to HomeSide.

     As a result of  NationsBank  Corporation's  acquisition  of Barnett  Banks,
Inc., the Company agreed to release Barnett from its five year agreement to sell
certain  of its  mortgage  loans to  HomeSide.  In  consideration,  the  Company
received the right to purchase  $5.0 billion in mortgage  servicing  rights,  an
increase in the  weighted  average  servicing  fee for Barnett  portfolio  loans
currently serviced, and will receive $3.0 million cash in June 1998.

Mortgage Loan Servicing Agreement

     HomeSide and the Barnett Banks have entered into a Mortgage Loan  Servicing
Agreement  dated as of May 31, 1996 (the "Barnett  Servicing  Agreement")  which
requires HomeSide,  subject to certain exceptions, to service the Barnett Banks'
portfolio mortgage loans. HomeSide is also required to use reasonable efforts to
collect  mortgage loan payments,  to remit principal and interest to the Barnett
Banks each month and to perform general ledger reconciliations and other related
tasks.  HomeSide is also required to perform certain default loan administration
and  foreclosure  activities.  HomeSide  provides  additional  services  for the
Barnett Banks' private  banking  clients.  For the periods from March 1, 1997 to
February 10, 1998 and March 16, 1996 to February  28,  1997,  Barnett paid $29.1
million and $23.6 million in servicing fees, respectively.

     Each of the foregoing agreements described under "Certain Relationships and
Related Transactions" was entered into in connection with either the acquisition
of BancBoston  Mortgage  Corporation or Barnett Mortgage Company.  No additional
consideration  was paid or received by HomeSide in connection with the execution
and delivery thereof.

Management Agreements

     HomeSide  agreed to pay the  Thomas H. Lee  Company,  MDP,  BankBoston  and
Barnett  pursuant to management  agreements  entered into in connection with the
BancBoston Mortgage  Corporation and the Barnett Mortgage Company  acquisitions,
an  annual  management  fee  of  $250,000,   $83,334,   $333,333  and  $333,333,
respectively.  Such management agreements had a term of five years automatically
extended for successive one year terms,  except either party could terminate the
agreement  by  delivering  notice  thereof  90 days prior to the end of any such
term. The management agreements terminated upon consummation of the January 1997
offering of Common Stock of the Parent.

                              CERTAIN TRANSACTIONS

     As of February 28, 1997,  certain  members of management  owed $1.9 million
related to loans  granted to  purchase  shares of the  Company's  common  stock.
During the period from March 1, 1997 to February  10,  1998,  all related  loans
were repaid.

                                     PART IV

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

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

         1.  Financial Statements:  See Part II, Item 7 hereof.

         2.  Financial Statement Schedule and Auditors' Report

             All schedules omitted are inapplicable or the information  required
             is shown in the Consolidated Financial Statements or notes thereto.

         3. The following exhibits are submitted herewith:

             Unless  otherwise  indicated,  all  Exhibits  are  incorporated  by
             reference to the Company's Registration Statement on Form S-1,  No.
             333-17685.

         Number     Description

          3.1       Certificate of Incorporation of HomeSide, Inc.

          3.2       By-Laws of HomeSide, Inc.

          3.3       Form of Restated  Certificate of  Incorporation of HomeSide,
                    Inc.

          3.4       Form of Amended and Restated By-Laws of HomeSide, Inc.

          3.5       Certificate of Amendment of Certificate of  Incorporation of
                    HomeSide, Inc.

          4.1       Form of Common Stock Certificate

          10.1      Stock  Purchase  Agreement  dated  December 11, 1995 between
                    HomeAmerica  Capital,  Inc.  (currently  known as  HomeSide,
                    Inc.)  and The First  National  Bank of  Boston  (the  "BBMC
                    Purchase Agreement")

          10.2      Amendment  No. 1,  dated as of March 15,  1996,  to the BBMC
                    Purchase Agreement

          10.3      Marketing  Agreement  dated as of  March  15,  1996  between
                    HomeSide, Inc. and The First National Bank of Boston

          10.4      Repurchase   of  Mortgage  Loan   Servicing   Rights  Letter
                    Agreement   between  The  First   National  Bank  of  Boston
                    (currently   known  as  BankBoston,   N.A.)  and  BancBoston
                    Mortgage  Corporation  (currently known as HomeSide Lending,
                    Inc.)

          10.5      Operating  Agreement  effective as of March 15, 1996 between
                    The  First  National  Bank of  Boston  (currently  known  as
                    BankBoston,   N.A.)  and  BancBoston  Mortgage   Corporation
                    (currently known as HomeSide Lending, Inc.)

          10.6      Brokered Loan Purchase and Sale Agreement  dated as of March
                    15, 1996 between BancBoston Mortgage Corporation  (currently
                    known as  HomeSide  Lending,  Inc.)  and  each of The  First
                    National  Bank of  Boston  (currently  known  as  BankBoston
                    N.A.),  Bank of Boston  Connecticut,  Rhode Island  Hospital
                    Trust National Bank and Bank of Boston Florida, N.A.

          10.7      Master  Take-Out  Commitment  dated  as of  March  15,  1996
                    between BancBoston Mortgage Corporation  (currently known as
                    HomeSide Lending,  Inc.) and each of The First National Bank
                    of Boston  (currently  known as BankBoston,  N.A.),  Bank of
                    Boston  Connecticut,  Rhode Island  Hospital  Trust National
                    Bank and Bank of Boston Florida, N.A.

          10.8      Neighborhood Assistance Corporation of America Mortgage Loan
                    Take-Out  Commitment  dated as of  March  15,  1996  between
                    BancBoston Mortgage Corporation (currently known as HomeSide
                    Lending,  Inc.)  and  The  First  National  Bank  of  Boston
                    (currently known as BankBoston, N.A.)

          10.9(DELTA) PMSR Flow  Agreement  dated as of March 15,  1996  between
                    BancBoston Mortgage Corporation (currently known as HomeSide
                    Lending, Inc.) and each of The First national Bank of Boston
                    (currently  known  as  BankBoston,  N.A.),  Bank  of  Boston
                    Connecticut,  Rhode Island  Hospital Trust National Bank and
                    Bank of Boston Florida, N.A.

          10.10(DELTA) Mortgage Loan Servicing  Agreement  dated as of March 15,
                    1996  between  BancBoston  Mortgage  Corporation  (currently
                    known as  HomeSide  Lending,  Inc.)  and  each of the  First
                    National Bank of Boston, Bank of Boston  Connecticut,  Rhode
                    Island  Hospital  Trust  National  Bank and  Bank of  Boston
                    Florida, N.A.

          10.11     Stock Purchase  Agreement  dated as of March 4, 1996 between
                    Grant America, Inc. (currently known as HomeSide,  Inc.) and
                    Barnett Banks, Inc. (the "BMC Purchase Agreement")

          10.12     Amendment  No.  1,  dated  as of May  31,  1996,  to the BMC
                    Purchase Agreement

          10.13     Tax  Indemnity  Letter  Agreement  dated as of March 4, 1996
                    between  Barnett  Mortgage   Company   (currently  known  as
                    HomeSide Holdings, Inc.) and Barnett Banks, Inc.

          10.14     Amended and Restated  Shareholder  Agreement dated as of May
                    31, 1996 among HomeSide  Lending,  Inc. and the shareholders
                    thereof

          10.15     Amended and Restated  Registration Rights Agreement dated as
                    of  May  31,  1996  between   HomeSide,   Inc.  and  certain
                    shareholders thereof

          10.16     Marketing  Agreement  dated  as  of  May  31,  1996  between
                    HomeSide, Inc. and Barnett Banks, Inc.

          10.17     Transitional  Services  Agreement  dated as of may 31,  1996
                    between  Barnett  Banks,   Inc.,  Barnett  Mortgage  Company
                    (currently known as HomeSide  Holdings,  Inc.) and HomeSide,
                    Inc.

          10.18     Operating  Agreement  dated  as  of  May  31,  1996  between
                    HomeSide Lending, Inc. and Barnett Banks, Inc.

          10.19(DELTA) Mortgage Loan Servicing Agreement dated as of April, 1996
                    between HomeSide Lending, Inc. and Barnett Banks, Inc.

          10.20(DELTA) PMSR  Flow  Agreement  dated as of May 31,  1996  between
                    HomeSide Lending, Inc. and Barnett Banks, Inc.

          10.21     Correspondent  Agreement dated May 16, 1996 between HomeSide
                    Lending, Inc. and Barnett Banks, Inc.

          10.22     Delegated  Underwriting  Agreement  dated as of May 15, 1996
                    between HomeSide Lending, Inc. and HomeSide Holdings, Inc.

          10.23*    Amended and Restated  Credit  Agreement  dated as of January
                    31, 1997 among HomeSide  Lending,  Inc.,  Honolulu  Mortgage
                    Company,  Inc., the Lenders parties  thereto,  and The Chase
                    Manhattan   Bank  as   Administrative   Agent  (the  "Credit
                    Agreement")

          10.24*    Amended and Restated  Holdings Pledge  Agreement dated as of
                    January  31,  1997  between  HomeSide,  Inc.  and The  Chase
                    Manhattan  Bank,  as  Administrative  Agent for the  Lenders
                    parties to the Credit Agreement

          10.25*    Amended and Restated  HomeSide Pledge  Agreement dated as of
                    January 31, 1997  between  HomeSide  Lending,  Inc.  and The
                    Chase  Manhattan  Bank,  as  Administrative  Agent  for  the
                    Lenders parties to the Credit Agreement

          10.26*    Amended  and  Restated  BMC  Pledge  Agreement  dated  as of
                    January 31, 1997  between  HomeSide  Holdings,  Inc. and The
                    Chase  Manhattan  Bank,  as  Administrative  Agent  for  the
                    Lenders parties to the Credit Agreement
                
          10.27     Registration Rights Agreement dated as of May 14, 1996 among
                    HomeSide,  Inc.  and  Merrill  Lynch & Co.,  Merrill  Lynch,
                    Pierce,  Fenner & Smith Incorporated,  Smith Barney Inc. and
                    Friedman, Billings, Ramsey & Co., Inc.

          10.28*    Amended and Restated  Holdings  Guaranty dated as of January
                    31, 1997 by HomeSide,  Inc. in favor of The Chase  Manhattan
                    Bank, as Administrative Agent for the Lenders parties to the
                    Credit Agreement

          10.29*    Amended and Restated  HomeSide  Guaranty dated as of January
                    31,  1997 by  HomeSide  Lending,  Inc. in favor of The Chase
                    Manhattan  Bank,  as  Administrative  Agent for the  Lenders
                    parties to the Credit Agreement

          10.30*    Amended  and  Restated  Subsidiaries  Guaranty  dated  as of
                    January 31, 1997 by each of SWD Properties,  Inc.,  Stockton
                    Plaza, Inc., HomeSide Mortgage Securities, Inc. and Honolulu
                    Mortgage Company, Inc. in favor of The Chase Manhattan Bank,
                    as  Administrative  Agent  for the  Lenders  parties  to the
                    Credit Agreement

          10.31*    Amended and Restated  BMC  Guaranty  dated as of January 31,
                    1997 by  HomeSide  Holdings,  Inc.  in  favor  of The  Chase
                    Manhattan  Bank,  as  Administrative  Agent for the  Lenders
                    parties to the Credit Agreement

          10.32*    Amended  and  Restated   Security  and   Collateral   Agency
                    Agreement  dated as of January  31,  1997  between  HomeSide
                    Lending,   Inc.   and   The   Chase   Manhattan   Bank,   as
                    Administrative  Agent for the Lenders  parties to the Credit
                    Agreement

          10.33*    Amended  and  Restated   Security  and   Collateral   Agency
                    Agreement  dated as of January  31,  1997  between  Honolulu
                    Mortgage  Company,  Inc. and The Chase  Manhattan  Bank,  as
                    Administrative  Agent for the Lenders  parties to the Credit
                    Agreement

          10.34*    Amended  and  Restated   Security  and   Collateral   Agency
                    Agreement  dated as of January  31,  1997  between  HomeSide
                    Holdings,   Inc.   and  The   Chase   Manhattan   Bank,   as
                    Administrative  Agent for the Lenders  parties to the Credit
                    Agreement

          10.35*    Intercreditor  Agreement  dated as of May 31,  1996  between
                    HomeSide,  Inc., HomeSide Holdings, The Bank of New York, as
                    Trustee,  and The Chase  Manhattan  Bank, as  Administrative
                    Agent under the Credit Agreement

          10.36     HomeSide, Inc. Time Accelerated Restricted Stock Option Plan

          10.37     HomeSide, Inc. Non-Qualified Stock Option Plan

          10.38     Class B Non-Voting Common Stock Issuance  Agreement dated as
                    of March 14, 1996  between  HomeSide,  Inc. and Smith Barney
                    Inc.

          10.39     Transitional  Services  Agreement dated as of March 15, 1996
                    between The First National Bank of Boston  (currently  known
                    as  BankBoston,  N.A.) and BancBoston  Mortgage  Corporation
                    (currently known as HomeSide Lending, Inc.)

          10.40     Transitional  Services  Agreement dated as of March 15, 1996
                    between The First National Bank of Boston  (currently  known
                    as  BankBoston,  N.A.) and BancBoston  Mortgage  corporation
                    (currently known as HomeSide Lending, Inc.)

          10.41     Management  Agreement  dated as of March  15,  1996  between
                    BancBoston Mortgage Corporation (currently known as HomeSide
                    Lending,  Inc.)  and  The  First  National  Bank  of  Boston
                    (currently known as BankBoston, N.A.)

          10.42     Management  Agreement  dated as of March  15,  1996  between
                    BancBoston Mortgage Corporation (currently known as HomeSide
                    Lending, Inc.) and Thomas H. Lee Company

          10.43     Management  Agreement  dated as of March  15,  1996  between
                    BancBoston Mortgage Corporation (currently known as HomeSide
                    Lending, Inc.) and Madison Dearborn Partners, Inc.

          10.44     Management  Stockholder  Agreement  dated as of May 15, 1996
                    between  HomeSide,  Inc.,  The First National Bank of Boston
                    (currently  known  BankBoston,  N.A.),  Thomas H. Lee Equity
                    Fund III,  L.P.  and  certain  affiliates  thereof,  Madison
                    Dearborn  Capital  Partners,  L.P. and certain  employees of
                    HomeSide, Inc. and its subsidiaries

          10.45     Management  Agreement  dated  as of  May  31,  1996  between
                    HomeSide Lending, Inc. and Barnett Banks, Inc.

          10.46     Form of HomeSide Severance Agreement

          10.47*    Loan and Security  Agreement  dated January 15, 1997 between
                    HomeSide Lending, Inc. and The Chase Manhattan Bank

          10.48*    First Amendment dated February 28, 1997 to Loan and Security
                    Agreement dated January 15, 1997 between  HomeSide  Lending,
                    Inc. and The Chase Manhattan Bank

          10.49*    Second  Amendment  dated March 31, 1997 to Loan and Security
                    Agreement dated January 15, 1997 between  HomeSide  Lending,
                    Inc. and The Chase Manhattan Bank.

          10.50*    Loan and  Security  Agreement  dated March 14, 1997  between
                    HomeSide  Lending,  Inc. and Merrill Lynch Mortgage  Capital
                    Inc.

          10.51*    First  Amendment  dated March 31, 1997 to Loan and  Security
                    Agreement  dated March 14, 1997  between  HomeSide  Lending,
                    Inc. and Merrill Lynch Mortgage Capital Inc.

          10.52*    Third  Amendment  dated April 11, 1997 to Loan and  Security
                    Agreement dated January 15, 1997 between  HomeSide  Lending,
                    Inc. and The Chase Manhattan Bank.

          10.53*    Second  Amendment  dated April 14, 1997 to Loan and Security
                    Agreement  dated March 14, 1997  between  HomeSide  Lending,
                    Inc. and Merrill Lynch Mortgage Capital Inc.

          10.54*    Fourth  Amendment  dated April 29, 1997 to Loan and Security
                    Agreement dated January 15, 1997 between  HomeSide  Lending,
                    Inc. and The Chase Manhattan Bank.

          10.55*    Third  Amendment  dated April 29, 1997 to Loan and  Security
                    Agreement  dated March 14, 1997  between  HomeSide  Lending,
                    Inc. and Merrill Lynch Mortgage Capital Inc.

          10.56*    Amendment  dated  as of  September  30,  1997 to the  Credit
                    Agreement dated as of January 31, 1997

          10.57*    Second Amendment dated as of December 31, 1997 to the Credit
                    Agreement dated as of January 31, 1997.

          10.58*    Employment Agreement and Confidentiality and Non-Competition
                    Agreement,  each dated as of October 25, 1997,  each between
                    HomeSide Lending, Inc. and Joe K. Pickett.

          10.59*    Employment Agreement and Confidentiality and Non-Competition
                    Agreement,  each dated as of October 25, 1997,  each between
                    HomeSide Lending, Inc. and Hugh R. Harris.

          10.60*    Employment Agreement and Confidentiality and Non-Competition
                    Agreement,  each dated as of October 25, 1997,  each between
                    HomeSide Lending, Inc. and Kevin D. Race.

          10.61*    Employment Agreement and Confidentiality and Non-Competition
                    Agreement,  each dated as of October 25, 1997,  each between
                    HomeSide Lending, Inc. and William Glasgow.

          10.62*    Employment Agreement and Confidentiality and Non-Competition
                    Agreement,   each  dated  October  25,  1997,  each  between
                    HomeSide Lending, Inc., and Mark F. Johnson.
          
          13        1998 annual Report for HomeSide, Inc.

          21.1*     List of subsidiaries of HomeSide, Inc.

          23.6(a)   Consent  of  Hutchins,  Wheeler &  Dittmar,  A  Professional
                    Corporation (included in Exhibit 5.1)

          24.1      Powers of Attorney

          26.0      Excerpts from 1997 and 1998 Annual Report to Stockholders

          26.1      Item 15 of the Company's Registration Statement on form S-1,
                    No. 333-17685

          27.1      Financial Data Schedule

-----------
         * Incorporated by reference to Exhibits of HomeSide Lending,  Inc.'s (a
           wholly-owned subsidiary of the  Registrant  Registration Statement on
           Form S-1,  Registration No. 333-21193  
         (DELTA) Portions of this Exhibit have been omitted pursuant to an order
            by the  Securities  and Exchange  Commission  granting  confidential
            treatment.


     (b)   Reports on form 8-K

          HomeSide filed no reports on form 8-K for the period from  December 1,
             1997 to February 10, 1998.








<PAGE>



                                   SIGNATURES

    Pursuant to the  requirements  of the Section 13 or 15(d) 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, Inc.
                                            --------------
                                            (Registrant)

                                            
                                            By:  /s/ Joe K. Pickett
                                                 ------------------           
                                            Joe K. Pickett
                                            Chairman and Chief Executive Officer

    Pursuant to the  requirements  of the Securities  Exchange Act of 1934, this
report has been signed by the  following  persons in the  capacities  and on the
dates indicated.
<TABLE>
<CAPTION>

Signature                            Title                                                        Date
---------                            -----                                                        ---- 
<S>                                  <C>                                                          <C>
/s/ Joe K. Pickett                             
----------------------------         Chairman of the Board, Chief Executive Officer and           May 8, 1998
    Joe K. Pickett                     Director (Principal Executive Officer)

/s/ Hugh R. Harris                                                                              
----------------------------         President, Chief Operating Officer and Director              May 8, 1998
    Hugh R. Harris

/s/ Kevin D. Race                                                                                    
----------------------------         Vice President and Chief Financial Officer and Treasurer     May 8, 1998
    Kevin D. Race                     (Principal Financial and Accounting Officer)

----------------------------         Director                                                     May 8, 1998
    Thomas M. Hagerty

----------------------------         Director                                                     May 8, 1998
    David V. Harkins

----------------------------         Director                                                     May 8, 1998
    Justin S. Huscher

----------------------------         Director                                                     May 8, 1998
    Peter J. Manning

----------------------------         Director                                                     May 8, 1998
    Kathleen M. McGillycuddy

/s/ Hinton F. Nobles, Jr.     
----------------------------         Director                                                     May 8, 1998
    Hinton F. Nobles, Jr.

/s/ Douglas K. Freeman
----------------------------         Director                                                     May 8, 1998
    Douglas K. Freeman

/s/ Charles W. Newman
----------------------------         Director                                                     May 8, 1998
    Charles W. Newman

</TABLE>