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 JUNE 30,2001
   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 Identification No.)
      incorporation or organization)



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 August 15, 2001
     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 June 30, 2001 and December 31, 2000                       1

            Statements of Income -
              For the three-month and six-month periods ended
              June 30, 2001 and 2000                                          2

            Statements of Stockholders' Equity -
                For the three-month and six-month periods ended
                June 30, 2001 and 2000                                        3

            Statements of Cash Flows -
              For the six-month periods ended June 30, 2001 and 2000          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 June 30, 2001, the Canadian dollar exchange rate was C$1.5140 =
$1.00 and certain amounts stated herein reflect such exchange rate.


<PAGE>

<TABLE>
<CAPTION>


NB CAPITAL CORPORATION

BALANCE SHEETS

                                                                 June 30,     December 31,
(in U.S. dollars)                                                2001 (1)        2000
<S>                                                            <C>            <C>
Assets
    Cash and cash equivalents                                $    3,969,069   $ 97,133,758
    Due from an affiliated company                               16,185,308      5,285,479
    Promissory notes                                            465,313,188    379,543,070
    Accrued interest on cash equivalents                                930         75,850
------------------------------------------------------------------------------------------
                                                                485,468,495    482,038,157
==========================================================================================




Liabilities
    Due to the parent company                                       324,933        302,486
    Accounts payable                                                 43,592         46,979
    Dividend payable                                                      0      1,500,000
------------------------------------------------------------------------------------------
                                                                    368,525      1,849,465
------------------------------------------------------------------------------------------

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                                             8,335,954      3,424,676
------------------------------------------------------------------------------------------
                                                                485,099,970    480,188,692
------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------
                                                                485,468,495    482,038,157
==========================================================================================

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

See accompanying notes to financial statements.

</TABLE>



                                       -1-
<PAGE>



<TABLE>
<CAPTION>

NB CAPITAL CORPORATION

STATEMENTS OF INCOME

(Unaudited)
                                                        Three-months ended           Six-months ended
                                                            June 30,                      June 30,
                                                     ------------------------    ------------------------
(in U.S. dollars)                                        2001          2000         2001           2000
-----------------------------------------------------------------------------------------------------------
<S>                                                     <C>           <C>           <C>           <C>
Revenue
         Interest income
             Cash equivalents                          $   529,679   $   882,972   $ 1,125,277   $ 2,067,510
             Promissory notes                            8,073,195     8,677,395    17,099,859    16,263,369
------------------------------------------------------------------------------------------------------------
                                                         8,602,874     9,560,267    18,225,136    18,330,879
------------------------------------------------------------------------------------------------------------

Expenses

         Servicing and advisory fees                       324,937       321,717       673,069       605,290
         Legal and other professional fees                  58,946        57,492       100,213       216,337
------------------------------------------------------------------------------------------------------------
                                                           383,883       379,209       773,282       821,627
------------------------------------------------------------------------------------------------------------

Net income                                               8,218,991     9,181,058    17,451,854    17,509,252
------------------------------------------------------------------------------------------------------------

Preferred stock dividends                                6,270,288     6,270,627    12,540,576    12,541,253

------------------------------------------------------------------------------------------------------------
Income available to common stockholders                  1,948,703     2,910,431     4,911,278     4,967,999
------------------------------------------------------------------------------------------------------------

Weighted average number of common shares outstanding           100           100           100           100

------------------------------------------------------------------------------------------------------------
Earnings per common share - basic                           19,487        29,104        49,113        49,680
------------------------------------------------------------------------------------------------------------



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

</TABLE>


                                       -2-
<PAGE>

<TABLE>
<CAPTION>


NB CAPITAL CORPORATION

STATEMENTS OF INCOME

(Unaudited)
                                                         Three-months ended              Six-months ended
                                                              June 30,                       June 30,
                                                   -------------------------          ------------------------
(in U.S. dollars)                                   2001            2000               2001            2000
--------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>             <C>              <C>              <C>
PREFERRED STOCK
        Balance, beginning and end of period    $      3,001    $       3,001    $       3,001    $       3,001
        -------------------------------------------------------------------------------------------------------------------



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




RETAINED EARNINGS

        Balance, beginning and end of period       6,387,251        5,963,971        3,424,676        3,906,403
        Net income                                 8,218,991        9,181,058       17,451,854       17,509,252
        Preferred stock dividends                 (6,270,288)      (6,270,627)     (12,540,576)     (12,541,253)
        -------------------------------------------------------------------------------------------------------------------
        Balance, end of period                     8,335,954        8,874,402        8,335,954        8,874,402
        -------------------------------------------------------------------------------------------------------------------



TOTAL STOCKHOLDERS' EQUITY                       485,099,970      485,638,418      485,099,970      485,638,418
--------------------------------------------------------------------------------------------------------------------------




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

</TABLE>





                                       -3-
<PAGE>

<TABLE>
<CAPTION>


NB CAPITAL CORPORATION

STATEMENTS OF CASH FLOWS

(Unaudited)
                                                                        Six-months ended
                                                                            June 30,
                                                                    ------------------------
(in U.S. dollars)                                                    2001            2000
---------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
<S>                                                             <C>               <C>
Net income                                                     $  17,451,854    $  17,509,252
      Items not affecting cash resources
             Due from an affiliated company                      (10,899,829)      (2,380,470)
             Due to the parent company                                22,447           (6,089)
             Accounts payable                                         (3,387)           1,873
             Accrued interest receivable on cash equivalents          74,920           53,457

---------------------------------------------------------------------------------------------
Net cash provided by operating activities                          6,646,005       15,178,023
---------------------------------------------------------------------------------------------

FINANCING ACTIVITIES

Dividends                                                        (14,040,576)     (15,541,253)
---------------------------------------------------------------------------------------------
Net cash used in financing activities                            (14,040,576)     (15,541,253)
---------------------------------------------------------------------------------------------


INVESTING ACTIVITIES
Investment in promissory notes                                  (228,537,191)     (98,836,341)
Repayments of promissory notes                                   142,767,073      107,414,628
---------------------------------------------------------------------------------------------
Net cash used in financing activities                            (85,770,118)       8,578,287
---------------------------------------------------------------------------------------------


Cash position, beginning of period                                97,133,758       58,048,336
---------------------------------------------------------------------------------------------
Cash position, end of period                                       3,969,069       66,263,393
=============================================================================================



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

</TABLE>




                                       -4-
<PAGE>



NB  CAPITAL  CORPORATION

NOTES  TO  THE  FINANCIAL  STATEMENTS
June 30, 2001
(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 three-month
     and six-month periods ended June 30, 2001 and 2000 are computed based upon
     the weighted average number of common shares outstanding during the period.

     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  THE  FINANCIAL  STATEMENTS
June 30, 2001
(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 2001 to June 2011,
     at rates ranging from 6.217% to 9.774%, with a weighted average rate of
     approximately 7.437% 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 March 31, 2001            $ 434,844,576
        Acquisitions                                       121,357,227
        Principal repayments                               (90,888,615)
        ---------------------------------------------------------------
        Promissory notes as of June 30, 2001             $ 465,313,188
        ---------------------------------------------------------------


        The scheduled principal repayments as of June 30, 2001 are as follows:


                2001      $71,265,413               2007    $2,443
                2002       41,954,135               2008    32,677
                2003       99,679,459               2009     1,340
                2004      145,324,952               2010     1,449
                2005       90,505,017               2011    24,278
                2006       16,522,025



4) Transactions with an affiliated company

     During the quarters ended June 30, 2001 and June 30, 2000, the Company
     earned interest from NB Finance, Ltd. on the promissory notes in the amount
     of $8,073,195 and $8,677,395, respectively (see Note 3).

     The amount of $16,185,308 due from an affiliated company as of June 30,
     2001 and $5,285,479 as of December 31, 2000, represent interest and
     principal repayments due on the promissory notes.

5) Transactions with the parent company

     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 months ended June 30, 2001 and June 30, 2000,
     fees of $6,250 were charged to the Company.





                                       -6-
<PAGE>





NB  CAPITAL  CORPORATION

NOTES  TO  THE  FINANCIAL  STATEMENTS
June 30, 2001
(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 months ended June 30,
     2001 and June 30, 2000, the average outstanding balance of the
     collateralized mortgage loans were $524,873,644 and $518,676,139,
     respectively. During the three months ended June 30, 2001 and June 30,
     2000, fees of $318,687 and $315,467 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 months ended June 30, 2001
     and June 30, 2000, 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 months ended June 30, 2001 and June 30, 2000, the Company reported
net income of $8,218,991 and $9,181,058, respectively. Revenues, which were
comprised entirely of interest income, were $8,602,874 and $9,560,267
respectively, and expenses were $383,883 and $379,209, respectively. Since the
Company has elected to be taxed as a REIT, no income tax was recorded during the
period.

Ninety-four percent of revenues for the three months ended June 30, 2001 and
ninety-one percent of revenues for the three months ended June 30, 2000 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 thirty 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 months ended June 30, 2001 and 2000, totaled $383,883 and
$379,209, respectively, of which $324,937 and $321,717, 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 months ended June 30, 2001, the Board of Directors of the
Company authorized dividends of, in the aggregate, $6,270,288 ($6,270,627 for
the three months ended June 30, 2000) 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
June 29, 2001.




                                       -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 June 30,
2001, $465 million of Mortgage Assets issued by NB Finance were
over-collaterized by the C$869 million ($581 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 June 30, 2001, the Company had cash equivalents of $3,969,069 which
represent 0.8% of total assets compared to $97,133,758 or 20% of total assets as
at December 31, 2000. The decrease in liquidity is attributable to investment in
Mortgage Assets. It is expected that the Company will invest in additional
Mortgage Assets when cash resources reach over 20% of total assets. While this
continues to be the Company's investment policy, the Company maintains
flexibility in this regard. On June 12, 2001, the Company has bought $121
millions in additional Mortgage Assets in order to reduce the increase of
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.

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.




                                       -9-
<PAGE>


Disclosure About Market Risk

Any market risk to which the Company would be exposed would result from
fluctuations in (a) interest rates and (b) currency exchange rates affecting the
interest payments received by the Company in respect of the Mortgage Assets
issued by NB Finance. Since the Mortgage Assets are significantly
overcollateralized by the Mortgage Loans, interest rate fluctuations should not
present significant market risk. The Company expects that the interest and
principal generated by the Mortgage Loans should enable full payment by NB
Finance of all of its obligations as they come due. Since the Mortgage Loans are
guaranteed by a fixed ratio of exchange predetermined on the date of purchase
and applicable until the maturity of the Mortgage Loans pursuant to the Mortgage
Loan Assignment Agreement, fluctuations in currency exchange rates should not
present significant market risk.




                                       -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 August 15, 2001      /s/ Tom Doss
                                   -------------------------------
                                   Tom Doss
                                   Chief Financial Officer and Treasurer




                                       -12-
<PAGE>




                                   EXHIBIT 11
                                   ----------


                             NB CAPITAL CORPORATION
                        COMPUTATION OF EARNINGS PER SHARE


                                                 Three months       Three months
                                                    ended              ended
                                                   June 30,           June 30,
                                                     2001               2000


Net income                                         $8,218,991         $9,181,058

Deduct: Senior preferred stock
        and series A preferred
        stock dividends                             6,270,288          6,270,627
                                                    ---------          ---------


                                          (A)      $1,948,703         $2,910,431

Common share outstanding                  (B)             100                100

Earning per share                         (A/B)    $19,487.03         $29,104.31






                                       -13-
<PAGE>



EXHIBIT 27

                             NB CAPITAL CORPORATION
                             FINANCIAL DATA SCHEDULE

THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM NB CAPITAL
CORPORATION'S UNAUDITED BALANCE SHEET AS OF JUNE 30, 2001 AND UNAUDITED
STATEMENT OF INCOME FOR THE QUARTER ENDED JUNE 30, 2001 INCLUDED IN NB CAPITAL
CORPORATION'S QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2001
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.

                           NB CAPITAL CORPORATION
              Period type                                      3-MOS
              Fiscal year end                                  DEC-31-2001
              Period start                                     JAN-01-2001
              Period end                                       JUN-30-2001
              Cash                                                   3,969,069
              Securities                                                     0
              Receivables                                          481,499,426
              Allowances                                                     0
              Inventory                                                      0
              Current assets                                       485,468,495
              PP&E                                                           0
              Depreciation                                                   0
              Total assets                                         485,468,495
              Current liabilities                                      368,525
              Bonds                                                          0
              Preferred mandatory                                            0
              Preferred                                                  3,001
              Common                                                         1
              Other-SE                                             485,096,968
              Total liability and equity                           485,468,495
              Sales                                                          0
              Total revenues                                         8,602,874
              CGS                                                            0
              Total costs                                                    0
              Other expenses                                           383,883
              Loss provision                                                 0
              Interest expense                                               0
              Income - pre tax                                       8,218,991
              Income - tax                                                   0
              Income - continuing                                    8,218,991
              Discontinued                                                   0
              Extraordinary                                                  0
              Changes                                                        0
              Net income                                             8,218,991
              EPS - primary                                             19,487
              EPS - diluted                                             19,487




                                       -14-
<PAGE>