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, 2004

     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)


                                  212-632-8580
              (Registrant's telephone number, including area code)


                                      (N/A)
--------------------------------------------------------------------------------
              (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 [ ]

Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ]    No [X]

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

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


Applicable only to corporate issuers:

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

             Class                      Outstanding at May 15, 2004
    -------------------------           --------------------------
         Common Stock                              100
    par value $0.01 per share



<PAGE>

                             NB CAPITAL CORPORATION


                                      INDEX

                                                                           Page
                                                                           ----

Part I. FINANCIAL INFORMATION:

     Item 1. Financial Statements

             Balance Sheets -
                As of March 31, 2004 and December 31, 2003                     1

             Statements of Income -
                For the three-month periods ended March 31, 2004 and 2003      2

             Statements of Stockholders' Equity -
                For the three-month periods ended March 31, 2004 and 2003      3

             Statements of Cash Flows -
                For the three-month periods ended March 31, 2004 and 2003      4

             Notes to the financial statements                                 5


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


     Item 3.  Quantitative and Qualitative Disclosures About Market Risk      10


     Item 4.  Controls and Procedures                                         10


Part II.  OTHER INFORMATION:

     Item 1.  Legal Proceedings                                               11

     Item 2.  Changes in Securities                                           11

     Item 3.  Defaults Upon Senior Securities                                 11

     Item 4.  Submission of Matters to a Vote of Security Holders.            11

     Item 5.  Other Information                                               11

     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, 2004, the Canadian dollar exchange rate was C$1.3113 =
$1.00 and certain amounts stated herein reflect such exchange rate.


                                       i

<PAGE>



NB CAPITAL CORPORATION

BALANCE SHEETS


<TABLE>
                                                                       March 31,          December 31,
                                                                         2004                 2003
(in thousand  of US dollars )                                        (Unaudited)
------------------------------------------------------------------------------------------------------
                                                                           $                      $
<S>                                                                    <C>                    <C>
Assets
       Cash and cash equivalents                                       61,300                 19,406
       Due from an affiliated company                                  10,873                 11,112
       Promissory notes                                               408,817                448,333
       Prepaid Expenses                                                    30                     28
       Accrued interest on cash equivalents                                 1                      5
------------------------------------------------------------------------------------------------------
                                                                      481,021                478,884
======================================================================================================


Liabilities
       Due to the parent company                                          391                    415
       Accounts payable                                                    30                     42
------------------------------------------------------------------------------------------------------
                                                                          421                    457
------------------------------------------------------------------------------------------------------

Stockholders' equity

       Capital stock and Additional paid-in capital                   476,764                476,764

       Retained earnings                                                3,836                  1,663
------------------------------------------------------------------------------------------------------
                                                                      480,600                478,427
------------------------------------------------------------------------------------------------------

                                                                      481,021                478,884
======================================================================================================
</TABLE>


See accompanying notes to financial statements.



                                       1
<PAGE>


NB CAPITAL CORPORATION

STATEMENTS OF INCOME

(Unaudited)


<TABLE>
                                                                 Three-month periods ended
                                                                          March 31,
(in thousand of US dollars )                                         2004          2003
--------------------------------------------------------------------------------------------
                                                                     $               $
<S>                                                               <C>             <C>
Revenue
         Interest income
              Cash equivalents                                        80              54
              Promissory  notes                                    8,805           9,577
--------------------------------------------------------------------------------------------
                                                                   8,885           9,631
--------------------------------------------------------------------------------------------


Expenses
         Servicing and advisory fees                                 391             368
         Legal and other professional fees                            54              66
--------------------------------------------------------------------------------------------
                                                                     445             434
--------------------------------------------------------------------------------------------

Net income                                                         8,440           9,197

Preferred stock dividends                                          6,267           6,267
--------------------------------------------------------------------------------------------
Income available to common stockholders                            2,173           2,930
============================================================================================

Weighted-average number of common shares outstanding                 100             100
--------------------------------------------------------------------------------------------
Earnings per common share - basic and diluted                         22              29
============================================================================================
</TABLE>



See accompanying notes to financial statements.



                                       2

<PAGE>


NB CAPITAL CORPORATION

STATEMENTS OF STOCKHOLDERS' EQUITY

(Unaudited)


                                                      Three-month periods ended
                                                                March 31,
(in thousand of US dollars )                             2004              2003
--------------------------------------------------------------------------------
                                                           $                 $

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



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



RETAINED EARNINGS
         Balance, beginning of period                   1,663            5,128
         Net income                                     8,440            9,197
         Preferred stock dividends                     (6,267)          (6,267)
--------------------------------------------------------------------------------
         Balance, end of period                         3,836            8,058
--------------------------------------------------------------------------------


TOTAL STOCKHOLDERS' EQUITY                            480,600          484,822
================================================================================



See accompanying notes to financial statements.


                                       3

<PAGE>

NB CAPITAL CORPORATION

STATEMENTS OF CASH FLOWS

(Unaudited)

<TABLE>
                                                                          Three-month periods ended
                                                                                  March 31,
(in thousand of US dollars )                                                2004               2003
-----------------------------------------------------------------------------------------------------
                                                                             $                  $
<S>                                                                         <C>                <C>
OPERATING ACTIVITIES

Net income                                                                  8,440              9,197
    Items not affecting cash resources
            Prepaid Expenses                                                   (2)                (1)
            Due from an affiliated company                                    238             (1,928)
            Due to the parent company                                         (24)                23
            Accounts payable                                                  (11)               (19)
            Accrued interest receivable on cash equivalents                     4                 (4)
-----------------------------------------------------------------------------------------------------
Net cash provided by operating activities                                   8,645              7,268


FINANCING ACTIVITIES

Dividends                                                                  (6,267)            (6,267)
-----------------------------------------------------------------------------------------------------
Net cash used in financing activities                                      (6,267)            (6,267)
-----------------------------------------------------------------------------------------------------


INVESTING ACTIVITIES

Investment in promissory notes                                                  0                  0
Repayments of promissory notes                                             39,516             33,621
-----------------------------------------------------------------------------------------------------
Net cash used in investing activities                                      39,516             33,621
-----------------------------------------------------------------------------------------------------


Cash and cash equivalents, beginning of period                             19,406              5,454
-----------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                   61,300             40,076
=====================================================================================================
</TABLE>


See accompanying notes to financial statements.



                                       4
<PAGE>

NB CAPITAL CORPORATION

NOTES TO THE FINANCIAL STATEMENTS
March 31, 2004
(unaudited)
(in thousand of 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,  $300,000 of preferred
     stock and  simultaneously,  National Bank of Canada,  the Company's  parent
     company, made a capital contribution in the amount of $183,000. The Company
     used the  aggregate  net proceeds of $477,000 to acquire  promissory  notes
     ("Promissory notes") issued by 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.

     The interim financial  statements for the three-month period are unaudited,
     however,  the financial  statements  include, in the opinion of management,
     all adjustments necessary for a fair presentation.  The unaudited financial
     statements  should  be read  in  conjunction  with  the  audited  financial
     statements  included in the Company's annual report filed on Form 10-K. The
     results of the interim financial  statements may not be an indicator of the
     results anticipated in the full year.

     Promissory notes

     In accordance with Statements of Financial  Accounting  Standards  ("SFAS")
     No.115  "Accounting for certain  Investments in Debt and Equity Securities"
     and based on the Company's  intentions  regarding  these  instruments,  the
     Company has  classified  the  Promissory  notes as held to maturity and has
     accounted for them at amortized cost.

     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 90% of its taxable income to its
     stockholders,  maintains  its  qualification  as a REIT and  complies  with
     certain other requirements.

     Per share data

     Basic and diluted  earnings  per share with  respect to the Company for the
     three-month  periods ended March 31, 2004 and 2003 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
March 31, 2004
(unaudited)
(in thousand of 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  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 April 2004 to December
     2012, at rates ranging from 5.49% to 10.21%,  with a weighted  average rate
     of approximately 8.32% 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, 2003                       $  448,333
     Acquisitions
                                                                             -
     Principal repayments                                              (39,516)
     --------------------------------------------------------------------------
     Promissory notes as of March 31, 2004                          $  408,817
     --------------------------------------------------------------------------


     The scheduled principal repayments as of March 31, 2004 are as follows:

              2004       $72,095                  2009      $24,103
              2005       $64,507                  2010      $32,283
              2006      $132,275                  2011      $21,368
              2007        $9,115                  2012      $32,981
              2008       $20,090


4)   Transactions with an affiliated company

     During the three-month periods ended March 31, 2004 and March 31, 2003, the
     Company earned  interest from NB Finance,  Ltd. on the Promissory  notes in
     the amount of $8,805 ($9,577 in 2003) (see Note 3).

     The amount of $10,873 due from an  affiliated  company as of March 31, 2004
     and  $11,112 as of December  31,  2003  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
     relation to the administration of the Company's operations.  The agreements
     are as follows:

     Advisory agreement

     In  exchange  for a fee  equal  to $100 per  year  (30$ per year in  2003),
     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, 2004 and March 31, 2003, fees of $25 (8$ in 2003) were charged to
     the Company.


                                        6


<PAGE>

NB CAPITAL CORPORATION

NOTES TO THE FINANCIAL STATEMENTS
March 31, 2004
(unaudited)
(in thousand of U.S. dollars)


5)   Transactions with the parent company (continued)

     Servicing agreement

     National Bank of Canada services and  administers the Promissory  notes and
     the collateralized  mortgage loans and performs all necessary operations in
     connection with such servicing and administration in exchange for a monthly
     fee based upon the outstanding balance of the collateralized mortgage.

     The  monthly  fee  equals 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, 2004 and March 31, 2003, the average  outstanding  balance of the
     collateralized  mortgage  loans were  $529,266 and  $562,248  respectively.
     During the  three-month  periods  ended March 31, 2004 and March 31,  2003,
     fees of $366 and $360 respectively, were charged to the Company.

     Custodial agreement

     National Bank of Canada holds all documents  relating to the collateralized
     mortgage  loans.  During the  three-month  periods ended March 31, 2004 and
     March 31, 2003, no fee was charged to the Company.


6)   Stockholders' equity
     (in U.S. Dollars)

     Common stock

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

     o    100 shares have been  authorized  and issued to the  National  Bank of
          Canada.

     Preferred stock

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

     o    300,000 shares have been 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 or in Canada,  on or after  September  3,  2002.  These
          Series A shares are traded on the New York Stock  Exchange in the form
          of  Depository  Shares,  each  representing  a  one-fortieth  interest
          therein.

     o    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.

     o    1,000 shares have been  authorized  and 110 shares have been 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 CONDITION
          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 90% of its  taxable  income,  subject  to
certain adjustments, to its stockholders.

Critical accounting policies

We believe that there are no critical accounting policies in connection with the
preparation of the financial statements of the Company.

Results of operations
(in thousand of U.S. dollars)

For the the  three-month  periods  ended March 31, 2004 and March 31, 2003,  the
Company reported net income of $8,440 and $9,197 respectively.  Revenues,  which
were comprised entirely of interest income, were $8,885 and $9,631 respectively,
and expenses were $445 and $434, respectively.  Since the Company has elected to
be taxed as a REIT, no income tax was recorded during the period.

Ninety-nine  percent of revenues for the three-month period ended March 31, 2004
and the ninety-nine  percent of revenues for the three-month  period ended March
31, 2003 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  fifty-nine  pools of
residential   first  mortgages  insured  by  the  Canada  Mortgage  and  Housing
Corporation  and which are  secured by real  property  located  in  Canada.  The
balance of the revenues result from interest on cash equivalents.

Expenses for the three-month  periods ended March 31, 2004 and 2003 totaled $445
and  $434,  respectively,  of  which  $391  and  $368,  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 other professional fees.

During the  three-month  period ended March 31, 2004,  the Board of Directors of
the Company authorized dividends, in the aggregate, of $6,267 compared to $6,267
for the  three-month  period  ended  March  31,  2003,  on its  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 Depository Shares.  Such dividends were paid on
March 31, 2004.



                                        8

<PAGE>

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

Capital Resources and Liquidity
(in thousand of U.S. dollars)

The  Company's  revenues are derived from  interest  payments  from the Mortgage
Assets.  As of March 31,  2004,  $409  million of Mortgage  Assets  issued by NB
Finance were  collateralized  by C$749 million ($511 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 Depository  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 of March 31, 2004, the Company had cash  equivalents of $61,300  representing
12.74% of total assets,  compared to $19,406 representing 4.05% of total assets,
as of December 31, 2003. The increase in liquidity is  attributable to repayment
of Mortgage  Assets.  It is expected  that the Company will invest in additional
Mortgage  Assets once cash  resources  are close to, but not  exceeding,  20% 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 Depository 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.

Disclosure of Contractual Obligations

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.

Off-Balance Sheet Accounting

The Company does not have any off-balance sheet obligations.



                                        9

<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no  significant  change in the market  risk faced by the  Company
since December 31, 2003. For  information  regarding the Company's risk refer to
the information under the caption `Disclosure About Market Risk' under this item
and to the Company's 2003 Form 10-K.

Disclosure About Market Risk

Any  market  risk to which  the  Company  would be  exposed  would  result  from
fluctuations in interest rates that would affect 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
become due.


ITEM 4.  CONTROLS AND PROCEDURES

Based on their  evaluation  as of the end of the period  covered by this report,
the Company's  President and Chief  Financial  Officer have  concluded  that the
Company's  disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e)  under the Securities  Exchange Act of 1934, as amended (the "Exchange
Act")), are effective to ensure that information required to be disclosed by the
Company in reports that it files or submits  under the Exchange Act is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange Commission"s rules and forms.





                                       10


<PAGE>

                          PART II - OTHER INFORMATION
                          ---------------------------


ITEM 1.   LEGAL PROCEEDINGS

The Company is not the subject of any  material  litigation.  The Company is not
currently involved in, nor to the Company's knowledge, currently threatened with
any material  litigation other than routine  litigation  arising in the ordinary
course  of  business,  most of which is  expected  to be  covered  by  liability
insurance.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5.   OTHER INFORMATION

None.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:

       Exhibit No.       Description
       -----------       -----------
           11            Computation of Earnings Per Share

           31.1          Certification of Chairman and President pursuant to
                         Section 302 of the Sarbanes-Oxley Act of 2002

           31.2          Certification of Chief Financial Officer pursuant to
                         Section 302 of the Sarbanes-Oxley Act of 2002

           32.1          Written Statement of Chairman and President Pursuant to
                         Section 906 of the Sarbanes-Oxley  Act of 2002
                         (18 U.S.C. Section 1350)

           32.2          Written Statement of Chief Financial Officer Pursuant
                         to Section 906 of the Sarbanes-Oxley Act of 2002
                         (18 U.S.C. Section 1350)

(b)  Reports on Form 8-K:

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


                                       11


<PAGE>

                                   SIGNATURES


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

                                         NB CAPITAL CORPORATION


Date May 17, 2004                        /s/ Serge Lacroix
                                         ---------------------------------------
                                         Serge Lacroix
                                         Chairman of the Board and President



Date May 17, 2004                        /s/ Jean Dagenais
                                         ---------------------------------------
                                         Jean Dagenais
                                         Chief Financial Officer













                                       12