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, 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 May 13, 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 March 31, 1999 and December 31, 1998          1

                  Statement of Income -
                           For the three-month period ended March 31, 1999
                           and 1998                                            2

                  Statement of Stockholders' Equity -
                           For the three-month period ended March 31, 1999
                           and 1998                                            3

                  Statement of Cash Flows -
                           For the three-month period ended March 31, 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 March 31, 1999, the Canadian dollar exchange rate was C$1.5087 =
$1.00 and certain amounts stated herein reflect such exchange rate.


<PAGE>


NB CAPITAL CORPORATION

BALANCE SHEET


<TABLE>
<CAPTION>
                                                                         March 31,           December 31,
(in US dollars)                                                          1999 (1)               1998
---------------------------------------------------------------------------------------------------------

<S>                                                              <C>                     <C>
Assets
         Cash equivalents                                        $      42,351,814       $     22,178,668
         Due from an affiliated company                                 10,388,480              8,667,391
         Promissory notes                                              432,340,733            451,899,957
         Accrued interest on cash equivalents                               10,815                      -
         ------------------------------------------------------------------------------------------------
                                                                 $     485,091,842       $    482,746,016
         ================================================================================================
Liabilities
         Due to parent company                                   $         326,130       $        303,777
         Dividends payable                                                       -                500,000
         Accounts payable                                                   35,657                 33,857
         ------------------------------------------------------------------------------------------------
                                                                 $         361,787       $        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                                               7,966,039              5,144,366

         ------------------------------------------------------------------------------------------------
                                                                       484,730,055            481,908,382
         ------------------------------------------------------------------------------------------------

         ------------------------------------------------------------------------------------------------
                                                                 $     485,091,842       $    482,746,016
         ================================================================================================


---------------------------------------------------------------------------------------------------------
<FN>
  (1) Unaudited
</FN>
</TABLE>

  See accompanying notes to financial statements.





                                      - 1 -

<PAGE>


NB CAPITAL CORPORATION

STATEMENT OF INCOME

(Unaudited)


<TABLE>
<CAPTION>
                                                                            Three-month period ended
                                                                                    March 31
(in US dollars)                                                            1999                   1998
---------------------------------------------------------------------------------------------------------

<S>                                                              <C>                     <C>
Revenue
       Interest income
       Cash equivalents                                          $         218,884       $        447,735
       Promissory notes                                                  9,206,975              9,472,300
---------------------------------------------------------------------------------------------------------
                                                                         9,425,859              9,920,035
---------------------------------------------------------------------------------------------------------


Expenses

       Servicing and advisory fees                                         326,130                411,465
       Legal and other professional fees                                     8,436                 64,199
---------------------------------------------------------------------------------------------------------
                                                                           334,566                475,664
---------------------------------------------------------------------------------------------------------

Income before income taxes                                               9,091,293              9,444,371
       Income taxes (recovery)                                                   -                      -
---------------------------------------------------------------------------------------------------------
Net income                                                               9,091,293              9,444,371
---------------------------------------------------------------------------------------------------------

Preferred stock dividends                                                6,269,620              6,273,721

---------------------------------------------------------------------------------------------------------
Income available to common stockholders                          $       2,821,673       $      3,170,650
---------------------------------------------------------------------------------------------------------

Weighted average number of common shares outstanding                           100                    100

---------------------------------------------------------------------------------------------------------
Earnings per common share - basic                                $          28,217       $         31,707
---------------------------------------------------------------------------------------------------------



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







                                      - 2 -

<PAGE>


NB CAPITAL CORPORATION

STATEMENT OF STOCKHOLDERS' EQUITY

(Unaudited)


<TABLE>
<CAPTION>
                                                                            Three-month period ended
                                                                                    March 31
(in US dollars)                                                            1999                   1998
---------------------------------------------------------------------------------------------------------

<S>                                                              <C>                     <C>
PREFERRED STOCK
           Balance, beginning of period                          $           3,001       $          3,000
           Senior preferred stock issued                                         -                      1
           ----------------------------------------------------------------------------------------------
           Balance, end of period                                            3,001                  3,001
           ----------------------------------------------------------------------------------------------


COMMON STOCK AND PAID-IN CAPITAL
           Balance, beginning of period                                476,761,015            476,431,382
           Paid-in capital on issuance of senior preferred                       -                329,999
             stock
           Paid-in capital on other issuance costs                               -                 (1,364)
           ----------------------------------------------------------------------------------------------
           Balance, end of period                                      476,761,015            476,760,017
           ----------------------------------------------------------------------------------------------


RETAINED EARNINGS
           Balance, beginning of period                                  5,144,366              3,702,093
           Net income                                                    9,091,293              9,444,371
           Preferred stock dividends                                    (6,269,620)            (6,273,721)
           Common stock dividends                                                -             (3,702,093)
           ----------------------------------------------------------------------------------------------
           Balance, end of period                                        7,966,039              3,170,650
           ----------------------------------------------------------------------------------------------


TOTAL STOCKHOLDERS' EQUITY                                       $     484,730,055       $    479,933,668
---------------------------------------------------------------------------------------------------------








---------------------------------------------------------------------------------------------------------
</TABLE>

 See accompanying notes to financial statements.







                                      - 3 -

<PAGE>


NB CAPITAL CORPORATION

STATEMENT OF CASH FLOWS

(Unaudited)


<TABLE>
<CAPTION>
                                                                            Three-month period ended
                                                                                    March 31
(in US dollars)                                                            1999                   1998
---------------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES

<S>                                                              <C>                     <C>
Net income                                                       $       9,091,293       $      9,444,371
   Items not affecting cash resources
       Due from an affiliated company                                   (1,721,089)            (1,950,326)
       Due to parent company                                                22,353               (136,832)
       Accounts payable                                                      1,800               (143,840)
       Income taxes payable                                                      -                (78,000)
       Accrued interest receivable on cash equivalents                     (10,815)                     -

---------------------------------------------------------------------------------------------------------
                                                                         7,383,542              7,135,373
---------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES

   Issue of senior preferred stock                                               -                330,000
   Other issuance costs                                                          -                 (1,364)
   Dividends                                                            (6,769,620)            (9,975,814)
---------------------------------------------------------------------------------------------------------
                                                                        (6,769,620)            (9,647,178)
---------------------------------------------------------------------------------------------------------


INVESTING ACTIVITIES
   Repayment of promissory notes                                        19,559,224              8,836,496
---------------------------------------------------------------------------------------------------------
                                                                        19,559,224              8,836,496
---------------------------------------------------------------------------------------------------------

INCREASE IN CASH                                                        20,173,146              6,324,691
Cash position, beginning of period                                      22,178,668             20,003,943
---------------------------------------------------------------------------------------------------------
Cash position, end of period                                            42,351,814             26,328,634
---------------------------------------------------------------------------------------------------------



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








                                      - 4 -

<PAGE>


NB CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS
March 31, 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 three-month
     periods ended March 31, 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 issues 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
March 31, 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 June 1999 to December
     2001, at rates ranging from 6.90% to 9.77%, with a weighted average rate of
     approximately 8.37% 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, 1998                            451,899,957
Principal repayments                                                (19,559,224)
-------------------------------------------------------------------------------
Promissory notes as of March 31, 1999                               432,340,733
-------------------------------------------------------------------------------

     The scheduled remaining principal repayments are as follows:

                                            1999        64,065,944
                                            2000       168,619,093
                                            2001       199,655,696


4) Transactions with an affiliated company

     During the quarters ended March 31, 1999 and March 31, 1998, the Company
     earned interest from NB Finance, Ltd. in the amount of $9,206,975 and
     $9,472,300, respectively (see Note 3).

     The amount of $10,388,480 due from an affiliated company as of March 31,
     1999 and $6,454,890 as of March 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 March 31, 1999, and March
     31, 1998, fees of $6,250 were charged to the Company.



                                      - 6 -

<PAGE>


NB CAPITAL CORPORATION

NOTES TO FINANCIAL STATEMENTS
March 31, 1999
(unaudited)
(in U.S. dollars)

5) Transactions with 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 March 31, 1999 and March 31, 1998, the
     average outstanding balance of the collateralized mortgage loans was
     $549,635,561 and $563,654,506, respectively. During the three-month periods
     ended March 31, 1999 and March 31, 1998, fees of $319,880 and $405,215
     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, 1999, and March 31, 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 March 31, 1999 and March 31, 1998, the Company
reported net income of $9,091,293 and $9,444,371, respectively. Revenues, which
were comprised entirely of interest income, were $9,425,859 and $9,920,035,
respectively, and expenses were $334,566 and $475,664, respectively. Since the
Company has elected to be taxed as a REIT, no income tax was recorded during the
period.

Ninety-eight percent of revenues for the three-month period ended March 31, 1999
and ninety-five percent of revenues for the three-month period ended March 31,
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 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 bank deposits.

Expenses for the three-month periods ended March 31, 1999 and 1998, totaled
$334,566 and $475,664, respectively, of which $326,130 and $411,465,
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 and
external accounting fees.

During the three-month period ended March 31, 1999, the Board of Directors of
the Company authorized dividends of, in the aggregate, $6,269,620 ($6,273,721
for the three-month period ended March 31, 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 March 30, 1999.










                                      - 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,
1999, US$432 million of Mortgage Assets issued by NB Finance were
over-collateralized by the C$760 million ($504 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, 1999, the Company had cash resources of $42,351,814 which
represent 8.7% 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 when cash resources reach 10% of total
assets. While this continues to be the Company's investment policy, the Company
maintains flexibility in this regard. 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.










                                      - 9 -

<PAGE>


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

The Bank has formulated a detailed plan to address the Year 2000 issue. As at
January 31, 1999, all of the scheduled Year 2000 preparations have been carried
out as scheduled. Over 90% of the Bank's major systems have been certified Year
2000 compliant. Steps have been taken to request assurances from the Bank's main
suppliers that 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 is preparing a contingency
plan providing for the implementation of backup systems and operating
procedures.

Projected costs of $40 million will be charged to income as they are incurred.
As of December 31, 1998, the total costs of this project were $21.8 million.

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 which 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 third 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 From 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 Security 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 13, 1999                /s/ Tom Doss
                                     -------------------------------------
                                                 Tom Doss
                                     Chief Financial Officer and Treasurer

     -----------------------------------------------------------------------
























                                     - 12 -