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 SEPTEMBER 30, 1999

         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 November 15, 1999
         Common Stock
         par value $0.01 per share                   100


<PAGE>




                             NB CAPITAL CORPORATION

                                      Index
                                      -----
                                                                            Page
                                                                            ----
Part I.  FINANCIAL INFORMATION:

         Item 1. Financial Statements

         Balance Sheet -
                  As of September 30, 1999 and December 31, 1998               1

         Statement of Income -
                  For the three and nine-month period ended
                  September 30, 1999 and 1998                                  2

         Statement of Stockholders' Equity -
                  For the three and nine-month period ended
                  September 30, 1999 and 1998                                  3

         Statement of Cash Flows -
                  For nine-month period ended September 30, 1999 and 1998      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 September 30, 1999, the Canadian dollar exchange rate was
C$1.4674 = $1.00 and certain amounts stated herein reflect such exchange rate.


<PAGE>



NB CAPITAL CORPORATION

BALANCE SHEET

                                          September 30,      December 31,
(in US dollars)                              1999(1)             1998
--------------------------------------------------------------------------------

Assets
     Cash equivalents                     $    25,441,394     $    22,178,668
     Due from an affiliated company            14,209,752           8,667,391
     Promissory notes                         450,767,589         451,899,957
     Accrued interest on cash equivalents           7,169                  --
     ---------------------------------------------------------------------------
                                          $   490,425,904     $   482,746,016
     ===========================================================================


Liabilities
     Due to parent company                $       308,763     $       303,777
     Dividend payable                                   0             500,000
     Accounts payable                             136,212              33,857
     ---------------------------------------------------------------------------
                                                  444,975             837,634
     ===========================================================================


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                         13,216,913           5,144,366

     ---------------------------------------------------------------------------
                                              489,980,929         481,908,382

     ---------------------------------------------------------------------------
                                          $   490,425,904     $   482,746,016
     ===========================================================================


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

See accompanying notes to financial statements.

                                      - 1 -


<PAGE>


NB CAPITAL CORPORATION

STATEMENT OF INCOME

(Unaudited)
<TABLE>
<CAPTION>
                                                          Three-month period ended                 Nine-month period ended
                                                                September 30                            September 30
(in US dollars)                                          1999                 1998                1999                1998
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                  <C>                <C>                 <C>
Revenue
        Interest income
        Cash equivalents                            $    924,381         $    760,252       $   2,038,982       $   1,770,178
        Promissory notes                               8,331,826            8,803,757          26,164,081          27,469,414
------------------------------------------------------------------------------------------------------------------------------------
                                                       9,256,207            9,564,009          28,203,063          29,239,592
------------------------------------------------------------------------------------------------------------------------------------
Expenses
        Servicing and advisory fees                      308,762              178,589             948,934             989,756
        Legal and other professional fees                120,089              161,863             168,692             464,302
------------------------------------------------------------------------------------------------------------------------------------
                                                         428,851              340,452           1,117,626           1,454,058
------------------------------------------------------------------------------------------------------------------------------------
Income before income taxes                             8,827,356            9,223,557          27,085,437          27,785,534
        Income taxes (recovery)                                -                    -             204,029             (2,000)
------------------------------------------------------------------------------------------------------------------------------------
Net income                                             8,827,356            9,223,557          26,881,408          27,787,534
------------------------------------------------------------------------------------------------------------------------------------
Preferred stock dividends                              6,269,621            6,270,330          18,808,861          18,814,381
------------------------------------------------------------------------------------------------------------------------------------
Income available to common stockholders             $  2,557,735         $  2,953,227       $   8,072,547       $    8,973,153
------------------------------------------------------------------------------------------------------------------------------------
Weighted average number of common shares
outstanding                                                  100                  100                 100                100
------------------------------------------------------------------------------------------------------------------------------------
Earnings per common share - basic                   $     25,577         $     29,532       $      80,725       $     89,732
------------------------------------------------------------------------------------------------------------------------------------


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

                                       - 2 -
<PAGE>



NB CAPITAL CORPORATION

STATEMENT OF STOCKHOLDERS' EQUITY

(Unaudited)
<TABLE>
<CAPTION>
                                                          Three-month period ended                 Nine-month period ended
                                                                September 30                            September 30
(in US dollars)                                          1999                 1998                1999                1998
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                 <C>                  <C>                <C>                 <C>

PREFERRED STOCK

        Balance, beginning of period                $      3,001         $      3,001       $      3,001        $      3,000
        Senior preferred stock issued                          -                    -                  -                   1
------------------------------------------------------------------------------------------------------------------------------------
        Balance, end of period                             3,001                3,001              3,001               3,001
------------------------------------------------------------------------------------------------------------------------------------
COMMON STOCK AND PAID-IN CAPITAL

        Balance, beginning of period                 476,761,015          476,533,785        476,761,015         476,431,382
        Paid-in capital on issuance of senior
        preferred stock                                        -                    -                  -             329,999
        Paid-in capital on other issuance costs                -                    -                  -            (227,596)
------------------------------------------------------------------------------------------------------------------------------------
        Balance, end of period                       476,761,015          476,533,785        476,761,015         476,533,785
------------------------------------------------------------------------------------------------------------------------------------
RETAINED EARNINGS

        Balance, beginning of period                  10,659,178            2,019,926          5,144,366           3,702,093
        Net income                                     8,827,356            9,223,557         26,881,408          27,787,534
        Preferred stock dividends                     (6,269,621)          (6,270,330)       (18,808,861)        (18,814,381)
        Common stock dividends                                 -           (2,000,000)                 -          (9,702,093)
------------------------------------------------------------------------------------------------------------------------------------
        Balance, end of period                        13,216,913            2,973,153         13,216,913           2,973,153
------------------------------------------------------------------------------------------------------------------------------------
TOTAL STOCKHOLDERS' EQUITY                          $489,980,929         $479,509,939       $489,980,929        $479,509,939
------------------------------------------------------------------------------------------------------------------------------------





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

                                       - 3 -
<PAGE>


NB CAPITAL CORPORATION

STATEMENT OF CASH FLOWS

(Unaudited)

                                                     Nine-month period ended
                                                           September 30
(in US dollars)                                       1999             1998
--------------------------------------------------------------------------------
OPERATING ACTIVITIES

Net income                                      $ 26,881,408      $ 27,787,534
   Items not affecting cash resources
       Due from an affiliated company             (5,542,361)       (4,459,057)
       Due to parent company                           4,986          (225,732)
       Accounts payable                              102,355          (232,631)
       Income taxes payable                                -           (80,000)
       Accrued interest receivable on
       cash equivalents                               (7,169)          (39,693)
--------------------------------------------------------------------------------
                                                  21,439,219        22,750,421
--------------------------------------------------------------------------------
FINANCING ACTIVITIES

   Issue of senior preferred stock                         -           330,000
   Other issuance costs                                    -          (227,596)
   Dividends                                     (19,308,861)      (28,516,474)
--------------------------------------------------------------------------------
                                                 (19,308,861)      (28,414,070)
--------------------------------------------------------------------------------
INVESTING ACTIVITIES

   Investment in promissory notes                (85,989,303)                -
   Repayments of promissory notes                 87,121,671        42,853,766
   Securities                                              -       (20,215,243)
--------------------------------------------------------------------------------
                                                   1,132,368        22,638,523
--------------------------------------------------------------------------------
INCREASE IN CASH                                   3,262,726        16,974,874
Cash position, beginning of period                22,178,668        20,003,943
--------------------------------------------------------------------------------
Cash position, end of period                      25,441,394        36,978,817
================================================================================



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


                                       - 4 -
<PAGE>



NB  CAPITAL  CORPORATION

NOTES  TO  FINANCIAL  STATEMENTS
September 30, 1999
(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 accounting principles
generally accepted 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 nine-month periods
ended September 30, 1999 and 1998 are computed based upon the weighted average
number of common shares outstanding during the period. In February 1997, the
Financial Accounting Standards Board issued Statement of Financial Accounting
Standard No. 128 "Earnings Per Share". This pronouncement specifies the
computation, presentation and disclosure requirements for earnings per share.
The Company has no outstanding securities which are dilutive under this
pronouncement.

   Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted 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  FINANCIAL  STATEMENTS
September 30, 1999
(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 October 1999 to December 2003,
at rates ranging from 6.90% to 9.77%, with a weighted average rate of
approximately 7.96% 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 June 30, 1999                        399,340,392
   Acquisition                                                  85,989,303
   Principal repayments                                        (34,562,106)
   -----------------------------------------------------------------------
   Promissory notes as of September 30, 1999                   450,767,589
   -----------------------------------------------------------------------

   The scheduled remaining principal repayments are as follows :
                                      1999       35,510,854
                                      2000      157,347,374
                                      2001      211,232,712
                                      2002       29,301,727
                                      2003       17,374,922

4) Transactions with an affiliated company

During the quarter ended September 30, 1999 and September 30, 1998, the Company
earned interest from NB Finance, Ltd. in the amount of $8,331,826 and
$8,803,757, respectively (see Note 3).

The amount of $14,209,752 due from an affiliated company as of September 30,
1999 and $8,667,391 as of December 31, 1998, represent interest and principal
repayments due on the promissory notes.

5) Transactions with the parent company

The Company has entered into agreements with National Bank of Canada in
connection with 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 September 30, 1999, and September 30, 1998, fees
of $6,250 were charged to the Company.

                                      - 6 -


<PAGE>



NB  CAPITAL  CORPORATION

NOTES  TO  FINANCIAL  STATEMENTS
September 30, 1999
(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.

National Bank of Canada will receive a monthly fee 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 September 30, 1999 and September 30, 1998, the average outstanding
balance of the collateralized mortgage loans were $507,356,341 and $524,297,801,
respectively. During the three-month periods ended September 30, 1999 and
September 30, 1998, fees of $302,512 and $172,339 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 September 30, 1999, and
September 30, 1998, 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 classified as 8.35% Noncumulative 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.

1,000 shares classified as Adjustable Rate Cumulative Senior Preferred Shares,
non-voting, ranked senior to the common stock and to the 8.35% Noncumulative
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 September 30, 1999 and September 30, 1998, the
Company reported net income of $8,827,356 and $9,223,557, respectively.
Revenues, which were comprised entirely of interest income, were $9,256,207 and
$9,564,009 respectively, and expenses were $428,851 and $340,452, respectively.
For the nine-month period ended September 30, 1999, the Company paid income tax
for the amount of $204,029 representing income tax on interest earned in Canada
on deposit. In connection with the reversal of a provision for income taxes
previously reserved by the Company, a $2,000 recovery was recognized during the
nine-month period ended September 30, 1998.

Ninety percent of revenues for the three-month period ended September 30, 1999
and ninety-two percent of revenues for the three-month period ended September
30, 1998 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 twenty two 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 bank deposits.

Expenses for the three-month periods ended September 30, 1999 and 1998, totaled
$428,851 and $340,452, respectively, of which $308,762 and $178,589,
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 professionnal fees include charges from the external accounting
fees.

During the three-month period ended September 30, 1999, the Board of Directors
of the Company authorized dividends of, in the aggregate, $6,269,621 ($6,270,330
for the three-month period ended September 30, 1998) on Preferred Stock (i.e.,
Adjustable Rate Cumulative Senior Preferred Shares (the "Senior preferred
Shares") and 8.35% Noncumulative Exchangeable Preferred Stock, Series A (the
"Series A Preferred Shares") and, accordingly, the Depositary Shares). Such
dividends were paid on September 30, 1999 and September 30, 1998.

Capital Resources and Liquidity:

The Company's revenues are derived from its Mortgage Assets. As of September 30,
1999, US$451 million of Mortgage Assets issued by NB Finance were
over-collaterized by the C$803 million ($547 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.

                                      - 8 -


<PAGE>



As at September 30, 1999, the Company had cash resources of $25,441,394 which
represent 5.2% of total assets compared to $22,178,668 or 4.6% of total assets
as at December 31, 1998. 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. 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 believe that it has a material problem resulting from the
inability of computer programs to properly recognize a year that begins with
"20" instead of "19". Pursuant to the Advisory Agreement, the Bank administers
the day-to-day activities of the Company. Pursuant to the Servicing Agreement,
the Bank services the Mortgage Loans and performs all necessary operations in
connection with such servicing. 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 has formulated a detailed plan to address the Year 2000 issue. As at
July 31, 1999, all of the scheduled Year 2000 preparations have been carried out
as scheduled. All of the Bank's equipment and major systems have been certified
Year 2000 compliant. Steps have been taken to request assurances from the Bank's
main suppliers that their own systems are Year 2000 compliant. Special programs
have been introduced to ensure that commercial clients work to minimize their
risks in the transition to the Year 2000. In addition, the Bank has created a
contingency plan providing for the implementation of backup systems and
operating procedures and has developed a number of prevention activities wich
are already underway.

The Bank has also finished evaluating the responses of its main suppliers and
commercial clients and has developed a communication plan for both its clients
and employees.

In the opinion of management of the Bank, the Bank has adopted measures which
serve to minimize the uncertainty and risk associated with the transition to the
Year 2000. Its approach of keeping its commercial clients informed and following
up with them allows the Bank to believe that neither the credit risk of its
portfolio nor its results will be materially affected by the arrival of the Year
2000. However, management of the Bank cannot be certain that the transition to
the Year 2000 will not cause any inconvenience, particularly in light of factors
that are beyond its control and wich depend on the diligence of clients,
suppliers and other parties.

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.

                                      - 9 -


<PAGE>



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 November 15, 1999                              /s/ Tom Doss
                                          --------------------------------------
                                                        Tom Doss
                                          Chief Financial Officer and Treasurer




                                     - 12 -