SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    Form 10-Q

(Mark One)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000 OR

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


Commission file number 1-14103


                             NB CAPITAL CORPORATION
             (Exact name of registrant as specified in its charter)

         Maryland                                           52-2063921
(State or other jurisdiction of                         (I.R.S. Employer
incorporation or organization)                          Identification No.)



125 West, 55th Street, New York, New York                              10019
(Address of principal executive offices)                             (Zip Code)


                                  212-632-8532
              (Registrant's telephone number, including area code)

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


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

Applicable only to issuers involved in bankruptcy proceedings during the
preceding five years:

Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13, or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by the court.
Yes ______  No ______


Applicable only to corporate issuers:


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

         Class                      Outstanding at May 15, 2000
     Common Stock
     par value $0.01 per share             100

<PAGE>

                             NB CAPITAL CORPORATION

                                      Index

                                                                            Page

Part I. FINANCIAL INFORMATION:

         Item 1. Financial Statements

                 Balance Sheets -
                        As of March 31, 2000 and December 31, 1999            1

                 Statements of Income -
                        For the three-month periods ended
                          March 31, 2000 and 1999                             2

                 Statements of Stockholders' Equity -
                        For the three-month periods ended
                          March 31, 2000 and 1999                             3

                 Statements of Cash Flows -
                        For three-month periods ended
                          March 31, 2000 and 1999                             4

                 Notes to the financial statements                            5

         Item 2. Management's Discussion and Analysis of Financial
                 Conditions and Results of Operations                         8

Part II. OTHER INFORMATION

         Item 6. Exhibits and Reports on Form 8-K                            11

--------------------------------------------------------------------------------
This report contains certain forward-looking statements and information relating
to NB Capital Corporation (the "Company" or "NB Capital") that are based on the
beliefs of the Company's management as well as assumptions made by and
information currently available to the Company's management. When used in this
report, the words "anticipate", "believe", "estimate", "expect" and similar
expressions, as they relate to the Company or the Company's management, are
intended to identify forward-looking statements. Such statements reflect the
current view of the Company's management with respect to future events and the
Company's future performance and are subject to certain risks, uncertainties and
assumptions. Should management's current view of the future or underlying
assumptions prove incorrect, actual results may vary materially from those
described herein as anticipated, believed, estimated or expected. The Company
does not intend to update these forward-looking statements.

References to $ are to United States dollars; references to C$ are to Canadian
dollars. As of March 31, 2000, the Canadian dollar exchange rate was C$1.4494 =
$1.00 and certain amounts stated herein reflect such exchange rate.


<PAGE>

NB CAPITAL CORPORATION


BALANCE  SHEETS





                                                   March 31,        December 31,
   (in U.S. dollars)                               2000 (1)             1999
--------------------------------------------------------------------------------


Assets
    Cash and cash equivalents                      $121,945,461     $ 58,048,336
    Due from an affiliated company                   13,360,009       22,056,729
    Promissory notes                                347,745,820      403,846,210
    Accrued interest on cash equivalents                 18,197           74,151
--------------------------------------------------------------------------------
                                                    483,069,487      484,025,426
================================================================================


Liabilities
    Due to the parent company                           283,575          327,807
    Accounts payable                                     57,925           27,200
    Dividend payable                                          0        3,000,000
--------------------------------------------------------------------------------
                                                        341,500        3,355,007
--------------------------------------------------------------------------------


Stockholders' equity
    Preferred stock, $0.01 par value per share;
      10,000,000 shares authorized,
             110 Senior preferred shares issued
                and paid                                      1                1
         300,000 Series A shares issued and paid          3,000            3,000


    Common stock, $0.01 par value per share;
           1,000 shares authorized,
             100 shares issued and paid                       1                1


    Additional paid-in capital                      476,761,014      476,761,014

    Retained earnings                                 5,963,971        3,906,403
--------------------------------------------------------------------------------
                                                    482,727,987      480,670,419
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
                                                    483,069,487      484,025,426
================================================================================


--------------------------------------------------------------------------------
(1) Unaudited

See accompanying notes to financial statements.

                                      - 1 -

<PAGE>

NB CAPITAL CORPORATION

STATEMENTS  OF  INCOME

(Unaudited)
                                                      Three-month periods ended
                                                              March 31
 (in U.S. dollars)                                     2000               1999
--------------------------------------------------------------------------------

Revenue
    Interest income
      Cash equivalents                               $ 1,184,638     $   218,884
      Promissory  notes                                7,585,974       9,206,975
--------------------------------------------------------------------------------
                                                       8,770,612       9,425,859
--------------------------------------------------------------------------------


Expenses

    Servicing and advisory fees                          283,573         326,130
    Legal and other professional fees                    158,845           8,436
--------------------------------------------------------------------------------
                                                         442,418         334,566
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
Net income                                             8,328,194       9,091,293
--------------------------------------------------------------------------------

Preferred stock dividends                              6,270,626       6,269,620

--------------------------------------------------------------------------------
Income available to common stockholders                2,057,568       2,821,673
--------------------------------------------------------------------------------

Weighted average number of common shares outstanding         100             100

--------------------------------------------------------------------------------
Earnings per common share - basic                         20,576          28,217
--------------------------------------------------------------------------------


--------------------------------------------------------------------------------
See accompanying notes to financial statements.

                                      - 2 -

<PAGE>

NB CAPITAL CORPORATION

STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)
                                                      Three-month periods ended
                                                              March 31
 (in U.S. dollars)                                     2000               1999
--------------------------------------------------------------------------------

PREFERRED STOCK
    Balance, beginning and end of period       $      3,001        $      3,001
    ----------------------------------------------------------------------------


COMMON STOCK AND PAID-IN CAPITAL
    Balance, beginning and end of period        476,761,015         476,761,015
    ----------------------------------------------------------------------------


RETAINED EARNINGS
    Balance, beginning of period                  3,906,403           5,144,366
    Net income                                    8,328,194           9,091,293
    Preferred stock dividends                    (6,270,626)         (6,269,620)
    ----------------------------------------------------------------------------
    Balance, end of period                        5,963,971           7,966,039
    ----------------------------------------------------------------------------


TOTAL STOCKHOLDERS' EQUITY                      482,727,987         484,730,055
--------------------------------------------------------------------------------









--------------------------------------------------------------------------------
See accompanying notes to financial statements.

                                      - 3 -


<PAGE>

NB CAPITAL CORPORATION

STATEMENTS  OF  CASH FLOWS

(Unaudited)

                                                     Three-month periods ended
                                                             March 31
(in U.S. dollars)                                     2000               1999
--------------------------------------------------------------------------------
OPERATING ACTIVITIES

Net income                                         $  8,328,194     $ 9,091,293
  Items not affecting cash resources
        Due from an affiliated company                8,696,720      (1,721,089)
        Due to the parent company                       (44,232)         22,353
        Accounts payable                                 30,725           1,800
        Accrued interest receivable on
          cash equivalents                               55,954         (10,815)
--------------------------------------------------------------------------------
                                                     17,067,361       7,383,542
--------------------------------------------------------------------------------

FINANCING ACTIVITIES

  Dividends                                          (9,270,626)     (6,769,620)
--------------------------------------------------------------------------------
                                                     (9,270,626)     (6,769,620)
--------------------------------------------------------------------------------

INVESTING ACTIVITIES
  Repayments of promissory notes                     56,100,390      19,559,224
--------------------------------------------------------------------------------
                                                     56,100,390      19,559,224
--------------------------------------------------------------------------------

Increase in cash                                     63,897,125      20,173,146
Cash position, beginning of period                   58,048,336      22,178,668
--------------------------------------------------------------------------------
Cash position, end of period                        121,945,461      42,351,814
================================================================================




See accompanying notes to financial statements.
--------------------------------------------------------------------------------


                                      - 4 -
<PAGE>


NB  CAPITAL  CORPORATION

NOTES  TO  THE  FINANCIAL  STATEMENTS
March 31, 2000
(unaudited)
(in U.S. dollars)

1)   Incorporation and nature of operations

     NB Capital Corporation (the "Company") was incorporated in the State of
     Maryland on August 20, 1997. The Company's principal business is to
     acquire, hold, finance and manage mortgage assets. The Company issued,
     through an Offering Circular dated August 22, 1997, $300 million of
     preferred stock and simultaneously, National Bank of Canada, the parent
     company, made a capital contribution in the amount of $183 million. The
     Company used the aggregate net of proceeds of $477 million to acquire
     promissory notes of NB Finance, Ltd., a wholly-owned subsidiary of National
     Bank of Canada.

2)   Significant accounting policies

     Financial statements

     The financial statements are prepared in accordance with generally accepted
     accounting principles in the United States of America and are expressed in
     U.S. dollars.

     Income taxes

     The Company has elected to be taxed as a Real Estate Investment Trust
     ("REIT") under the Internal Revenue Code of 1986, as amended, and
     accordingly, is generally not liable for United States federal income tax
     to the extent that it distributes at least 95% of its taxable income to its
     stockholders, maintains its qualification as a REIT and complies with
     certain other requirements.

     Per share data

     Basic earnings per share with respect to the Company for the three-month
     periods ended March 31, 2000 and 1999 are computed based upon the weighted
     average number of common shares outstanding during the period.

     Estimates

     The preparation of financial statements in conformity with generally
     accepted accounting principles in the United States of America requires
     management to make estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosure of contingent assets and
     liabilities at the date of the financial statements and the reported
     amounts of revenues and expenses during the reporting period. Actual
     results could differ from those estimates.

                                      - 5 -


<PAGE>


NB  CAPITAL  CORPORATION

NOTES  TO  THE  FINANCIAL  STATEMENTS
March 31, 2000
(unaudited)
(in U.S. dollars)

3)   Promissory notes

     The Company entered into loan agreements evidenced by promissory notes with
     NB Finance, Ltd., an affiliated company. The promissory notes are
     collateralized only by mortgage loans which are secured by residential
     first mortgages and insured by the Canada Mortgage and Housing Corporation.

     The promissory notes have maturities ranging from July 2000 to December
     2003, at rates ranging from 6.895% to 9.774%, with a weighted average rate
     of approximately 8.467% per annum.

     These rates approximate market interest rates for loans of similar credit
     and maturity provisions and, accordingly, management believes that the
     carrying value of the promissory notes receivable approximates their fair
     value.

     Promissory notes as of December 31, 1999              403,846,210
     Principal repayments                                  (56,100,390)
     ------------------------------------------------------------------
     Promissory notes as of March 31, 2000                 347,745,820


     The scheduled  principal repayments as of March 31,2000 are as follows:

                             2000     130,704,661
                             2001     248,567,341
                             2002      35,204,433
                             2003      20,205,841

4)   Transactions with an affiliated company

     During the quarters ended March 31, 2000 and March 31, 1999, the Company
     earned interest from NB Finance, Ltd. on the promissory notes in the amount
     of $7,585,974 and $9,206,975, respectively (see Note 3).

     The amount of $13,360,009 due from an affiliated company as of March 31,
     2000 and $22,056,729 as of December 31, 1999, represent interest and
     principal repayments due on the promissory notes.

5)   Transactions with the parent company

     In 1997, the Company entered into agreements with National Bank of Canada
     in relation to the administration of the Company's operations. The
     agreements are as follows:

     Advisory agreement

     In exchange for a fee equal to $25,000 per year, payable in equal quarterly
     installments, National Bank of Canada will furnish advice and
     recommendations with respect to all aspects of the business and affairs of
     the Company. During the three-month periods ended March 31, 2000, and March
     31, 1999, fees of $6,250 were charged to the Company.

                                      - 6 -
<PAGE>


NB  CAPITAL  CORPORATION

NOTES  TO  THE  FINANCIAL  STATEMENTS
March 31, 2000
(unaudited)
(in U.S. dollars)

5)   Transactions with the parent company (continued)

     Servicing agreement

     National Bank of Canada will service and administer the promissory notes
     and the collateralized mortgage loans and will perform all necessary
     operations in connection with such servicing and administration.

     The fee will equal to one-twelfth (1/12) of 0.25% per annum of the
     aggregate outstanding balance of the collateralized mortgage loans as of
     the last day of each calendar month. For the three-month periods ended
     March 31, 2000 and March 31, 1999, the average outstanding balance of the
     collateralized mortgage loans were $449,143,432 and $549,635,561,
     respectively. During the three-month periods ended March 31, 2000 and March
     31, 1999, fees of $277,323 and $319,880 respectively, were charged to the
     Company.

     Custodian agreement

     National Bank of Canada will hold all documents relating to the
     collateralized mortgage loans. During the three-month periods ended March
     31, 2000, and March 31, 1999, no fee was charged to the Company.

6)   Stockholders' equity

     Common stock

     The Company is authorized to issue up to 1,000 shares of $ 0.01 par value
     common stock.

     Preferred stock

     The Company is authorized to issue up to 10,000,000 shares of $0.01 par
     value preferred stock as follows:

     300,000 shares authorized and issued as 8.35% Non-cumulative Exchangeable
     Preferred Stock, Series A, non-voting, ranked senior to the common stock
     and junior to the Adjustable Rate Cumulative Senior Preferred Shares, with
     a liquidation value of $1,000 per share, redeemable at the Company's option
     on or after September 3, 2007, except upon the occurrence of certain
     changes in tax laws in the United States of America and in Canada, on or
     after September 3, 2002.

     Each Series A share is exchangeable, upon the occurrence of certain events,
     for one newly issue 8.45% Non-cumulative First Preferred Share, Series Z,
     of National Bank of Canada.

     These Series A shares are traded in the form of Depositary Shares, each
     representing a one-fortieth interest therein.

     1,000 shares authorized and 110 shares issued as Adjustable Rate Cumulative
     Senior Preferred Shares, non-voting, ranked senior to the common stock and
     to the 8.35% Non-cumulative Exchangeable Preferred Stock, Series A, with a
     liquidation value of $3,000 per share, redeemable at the Company's option
     at any time and retractable at the holder's option on December 30, 2007 and
     every ten-year anniversary thereof.

                                      - 7 -


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
        AND RESULTS OF OPERATIONS

The Company's principal business objective is to acquire, hold, finance and
manage assets consisting of obligations secured by real property as well as
other qualifying REIT assets ("Mortgage Assets"). The Company has elected to be
taxed as a REIT under the Internal Revenue Code of 1986, as amended, and,
accordingly, is generally not liable for United States federal income tax to the
extent that it distributes at least 95% of its taxable income, subject to
certain adjustments, to its stockholders.

Results of operations:

For the three-month periods ended March 31, 2000 and March 31, 1999, the Company
reported net income of $8,328,194 and $9,091,293, respectively. Revenues, which
were comprised entirely of interest income, were $8,770,612 and $9,425,859
respectively, and expenses were $442,418 and $334,566, respectively. Since the
Company has elected to be taxed as a REIT, no income tax was recorded during the
period.

Eighty-six percent of revenues for the three-month period ended March 31, 2000
and ninety-eight percent of revenues for the three-month period ended March 31,
1999 were derived from the Mortgage Assets issued by NB Finance, Ltd., an
affiliated company ("NB Finance"). The Mortgage Assets issued by NB Finance are
collateralized by the "Mortgage Loans" that consist of eighteen pools of
residential first mortgages insured by Canada Mortgage and Housing Corporation
and which are secured by real property located in Canada. The balance of the
revenues result from interest on cash equivalents.

Expenses for the three-month periods ended March 31, 2000 and 1999, totaled
$442,418 and $334,566, respectively, of which $283,575 and $326,130,
respectively, represent servicing and advisory fees paid to National Bank of
Canada, the Company's direct parent (the "Bank") pursuant to the Servicing
Agreement between the Bank and the Company (the "Servicing Agreement") and the
Advisory Agreement between the Bank and the Company (the"Advisory Agreement"),
whereby the Bank performs all necessary operations in connection with
administering the Mortgage Assets issued by NB Finance and the Mortgage Loans.
Legal and other professional fees include payment to the transfer agent, annual
fees to Security Exchange Commission and other professional fees.

During the three-month period ended March 31, 2000, the Board of Directors of
the Company authorized dividends of, in the aggregate, $6,270,626 ($6,269,620
for the three-month period ended March 31, 1999) on Preferred Stock (i.e.,
Adjustable Rate Cumulative Senior Preferred Shares (the "Senior preferred
Shares") and 8.35% Non-cumulative Exchangeable Preferred Stock, Series A (the
"Series A Preferred Shares") and, accordingly, the Depositary Shares). Such
dividends were paid on March 30, 2000.


                                      - 8 -
<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
        AND RESULTS OF OPERATIONS (continued)

Capital Resources and Liquidity:

The Company's revenues are derived from its Mortgage Assets. As of March
31,2000,US$348 million of Mortgage Assets issued by NB Finance were
over-collaterized by the C$622 million ($435 million) of Mortgage Loans. The
Company believes that the amounts generated from the payment of interest and
principal on such Mortgage Loans will provide more than sufficient funds to make
full payments with respect to the Mortgage Assets issued by NB Finance and that
such payments will provide the Company with sufficient funds to meet its
operating expenses and to pay quarterly dividends on the Senior Preferred Shares
and the Series A Preferred Shares and, accordingly, the Depositary Shares. To
the extent that the cash flow from its Mortgage Assets exceeds those amounts,
the Company will use the excess to fund the acquisition of additional Mortgage
Assets and make distributions on the Common Stock.

The Company does not require any capital resources for its operations and,
therefore, it is not expected to acquire any capital assets in the foreseeable
future.

As at March 31, 2000, the Company had cash equivalents of $121,945,460 which
represent 25.2% of total assets compared to $58,048,336 or 12% of total assets
as at December 31, 1999. The increase in liquidity is attributable to cash
received in repayment of Mortgage Assets. It is expected that the Company will
invest in additional Mortgage Assets when cash resources reach over 10% of total
assets. While this continues to be the Company's investment policy, the Company
maintains flexibility in this regard. As of April 14, 2000, the Company has
bought $98 millions in additional Mortgage Assets in order to reduce that
increased liquidity. The liquidity level is sufficient for the Company to pay
fees and expenses pursuant to the Servicing Agreement and the Advisory
Agreement.

The Company's principal short-term and long-term liquidity needs are to pay
quarterly dividends on the Senior Preferred Shares and the Series A Preferred
Shares and, accordingly, the Depositary Shares, to pay fees and expenses of the
Bank pursuant to the Servicing Agreement and the Advisory Agreement, and to pay
franchise fees and expenses of advisors, if any, to the Company.

The Company does not have any indebtedness (current or long-term), other
material capital expenditures, balloon payments or other payments due on other
long-term obligations. No negative covenants have been imposed on the Company.

Year 2000

The Company does not independently maintain either information technology or
non-information technology systems.  Accordingly, the Company does not believe
that it has or will have a material Year 2000 issue.

The Bank began studying the issue associated with the changeover to the year
2000 in 1996 when it set up a task force - the National Bank 2000 team. This
group of experts was give the mandate to mobilize the necessary resources to
analyze information technology systems, identify and correct problems, as well
as ensure the continuity of operations and customer service. An operating budget
of $43 million was allocated to the National Bank 2000 team for 1997 through to
2000. As at January 31, 2000, $38.2 million had been spent. The National Bank
2000 team continues to carry out its mandate, set to end in the middle of fiscal
year 2000.


<PAGE>

In the opinion of management, the Bank ensured that the necessary preparations
were carried out so that its systems functioned normally during the changeover
to the year 2000.  The Bank has not experienced any problems with customer
accounts, financial data or any of its technology systems.  Accordingly, the
Bank's ability to administer, performance and service the Mortgage Loans for the
Company was not interrupted.  Similarly, the Company did not experience any
problems with other party service providers.

The Company, through the National Bank 2000 team, will continue to monitor its
systems for any unanticipated issues that may not yet have manifested until the
middle of fiscal year 2000.

                                      - 9 -


<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS
        AND RESULTS OF OPERATIONS (continued)


The Bank adopted measures to minimize the uncertainty and the risk associated
with the change over to the year 2000. Although the change in date has occurred,
the Bank cannot conclude that all aspects of the year 2000 issue have been
resolved and that no inconvenience will be caused, mainly because of elements
which are beyond its control and which rely on the diligence of clients,
suppliers or other third parties.

Projected costs of $43 million will be charged to income as they are incurred.
As of January 31, 2000, the total costs of this project were $38.2 million.

Pursuant to an order of The Office of the Superintendent of Financial
Institutions Canada, NB Finance is prohibited from engaging in any business
activities other than the ownership of the Mortgage Loans and activities
incidental thereto. Pursuant to the Mortgage Loan Assignment, NB Finance
assigned its entire right, title and interest in, to and under the Mortgage
Loans to the Company and permits the Company to administer, perform and enforce
the Mortgage Loans. Pursuant to the Servicing Agreement, the Mortgage Loans are
serviced by the Bank. NB Finance does not independently maintain either
information technology or non-information technology systems. Accordingly, the
Company does not believe that NB Finance has or will have a material Year 2000
issue.

The Company maintains relationships with other party service providers; however,
the Company does not consider the services received therefrom to be material to
its operations.

At this time, the Company believes that its most reasonably likely worst case
Year 2000 scenario would be a delay by NB Finance in making payments of
principal and interest to the Company when due, causing the Company to be unable
to meet its short-term liquidity needs. Although the Company believes that it is
unlikely that such scenario would occur, it has developed a contingency plan
pursuant to which it would obtain a cash advance from NB Finance, in an amount
approximating previous payments of principal and interest, in time to meet its
short-term liquidity requirements. Accordingly, at this time, the Company does
not believe that it would experience a material adverse effect as a result of
the occurrence of the most reasonably likely worst case Year 2000 scenario.

                                     - 10 -
<PAGE>



                           PART II. OTHER INFORMATION

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:
                 Exhibit No.               Description

                 11                        Computation of Earnings Per Share
                 27                        Financial Data Schedule

(b)  Reports on Form 8-K:

         No reports on Form 8-K were filed during the quarter for which this
report is filed.

                                     - 11 -


<PAGE>


                                   SIGNATURES

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


                                        NB CAPITAL CORPORATION


Date  May 15, 2000                      /s/ Tom Doss
    ----------------                    ----------------------------------------
                                            Tom Doss
                                        Chief Financial Officer and Treasurer



                                     - 12 -
<PAGE>




                                   EXHIBIT 11

                             NB CAPITAL CORPORATION
                        COMPUTATION OF EARNINGS PER SHARE

                                      Three-month period      Three-month period
                                            ended                   ended
                                           March 31,               March 31,
                                             2000                    1999


Net income                              $ 8,328,194             $ 9,091,293

Deduct: Senior preferred stock
        and series A preferred
        stock dividends                   6,270,626               6,269,620
                                        -----------             -----------

                                 (A)    $ 2,057,568             $ 2,821,673

Common share outstanding         (B)            100                     100

Earning per share                (A/B)  $ 20,575.68             $ 28,216.73




                                     - 13 -