UNITED STATES
                       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 AND
     EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2000

                                       OR

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


                           Commission File No. 1-12655

                          HomeSide International, Inc.
                          ----------------------------
             (Exact name of registrant as specified in its charter)

           Delaware                                    59-3387041
(State or other jurisdiction of
 incorporation or organization)            (I.R.S. Employer Identification No.)

                   7301 Baymeadows Way, Jacksonville, FL 32256
                   -------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (904) 281-3000
                                 --------------
              (Registrant's telephone number, including area code)



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 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 14, 2000
                -----                             ------------------------------

 Common stock $0.01 par value                                    1
 Class C non-voting common stock $1.00 par value               none



                              FINANCIAL INFORMATION

ITEM 1.  Financial Statements

<TABLE>
<CAPTION>

                          HOMESIDE INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)
                    (Dollars in Thousands, Except Share Data)


                                                                                       June 30, 2000        September 30, 1999
                                                                                       ------------------   ----------------------
<S>                                                                                    <C>                  <C>
    ASSETS
    Cash and cash equivalents                                                                   $178,713                 $202,859
    Mortgage loans held for sale, net                                                          1,269,953                1,292,562
    Mortgage servicing rights, net                                                             4,156,482                3,488,957
    Early pool buyout advances                                                                   181,106                  335,059
    Accounts receivable, net                                                                     375,514                  255,759
    Premises and equipment, net                                                                   77,683                   67,900
    Goodwill, net                                                                                636,700                  663,729
    Other assets                                                                                  79,910                   84,530
                                                                                       ------------------   ----------------------
    Total Assets                                                                              $6,956,061               $6,391,355
                                                                                       ==================   ======================

    LIABILITIES AND STOCKHOLDER'S EQUITY


    Accounts payable and accrued liabilities                                                    $547,608                 $666,442
    Notes payable                                                                              3,371,202                2,899,304
    Long-term debt                                                                             1,516,405                1,331,292
    Deferred income taxes, net                                                                   252,304                  220,775
                                                                                       ------------------   ----------------------
    Total Liabilities                                                                          5,687,519                5,117,813
                                                                                       ------------------   ----------------------

    Stockholder's Equity:
    Common stock:

        Common stock, $0.01 par value, 100 shares authorized and 1 share issued
           outstanding                                                                         -                      -
        Class C non-voting common stock, $1.00 par value, 195,000 shares
           authorized, and 0 shares issued and outstanding                                     -                      -
    Additional paid-in capital                                                                 1,231,302                1,231,302
    Retained earnings                                                                             37,240                   42,240
                                                                                       ------------------   ----------------------
    Total Stockholder's Equity                                                                 1,268,542                1,273,542
                                                                                       ------------------   ----------------------
    Total Liabilities and Stockholder's Equity                                                $6,956,061               $6,391,355
                                                                                       ==================   ======================


</TABLE>





The  accompanying  notes are an integral  part of these financial statements.


<TABLE>
<CAPTION>



                          HOMESIDE INTERNATIONAL, INC.
                        CONSOLIDATED STATEMENTS OF INCOME
                                   (UNAUDITED)

                             (Dollars in Thousands)


                                                 For the Three       For the Three       For the Nine        For the Nine
                                                 Months Ended        Months Ended        Months Ended        Months Ended
                                                 June 30, 2000       June 30, 1999      June 30, 2000       June 30, 1999
                                                ----------------    ----------------    ---------------     ---------------
<S>                                             <C>                 <C>                 <C>                 <C>
REVENUES:

Mortgage servicing fees                                $182,542            $163,461          $539,369            $442,088
Amortization of mortgage servicing rights               (97,085)           (118,759)         (297,272)           (299,247)
                                                ----------------    ----------------    ---------------     ---------------
    Net servicing revenue                                85,457              44,702           242,097             142,841

Interest income                                          26,329              43,754            92,601             140,352
Interest expense                                        (44,500)            (32,298)         (123,087)            (99,830)
                                                ----------------    ----------------    ---------------     ---------------
    Net interest revenue                                (18,171)             11,456           (30,486)             40,522

Net mortgage origination revenue                         13,631              45,685            52,540             125,610
Other income                                              1,505               2,067             3,617               4,580
                                                ----------------    ----------------    ---------------     ---------------
                        Total Revenues                   82,422             103,910           267,768             313,553


EXPENSES:

Salaries and employee benefits                           27,905              32,639            83,594             100,967
Occupancy and equipment                                   7,690               6,898            23,959              20,042
Servicing losses on investor-owned loans
   and foreclosure-related expenses                       9,092              10,822            24,847              29,465
Goodwill amortization                                     8,974               8,966            26,922              26,844
Other expenses                                           13,288              15,459            35,963              47,856
                                                ----------------    ----------------    ---------------     ---------------
                        Total Expenses                   66,949              74,784           195,285             225,174


Income before income taxes                               15,473              29,126            72,483              88,379
Income tax expense                                        8,923              14,354            29,483              44,434

                                                ----------------    ----------------    ---------------     ---------------
Net income                                             $  6,550             $14,772           $43,000             $43,945
                                                ================    ================    ===============     ===============


</TABLE>


The  accompanying  notes are an integral  part of these financial statements.


<TABLE>
<CAPTION>

                          HOMESIDE INTERNATIONAL, INC.
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

                             (Dollars in Thousands)

                                                               For the Three     For the Three      For the Nine      For the Nine
                                                                Months Ended      Months Ended       Months Ended      Months Ended
                                                               June 30, 2000     June 30, 1999      June 30, 2000     June 30, 1999
                                                             ----------------  ----------------   ---------------   ---------------
CASH FLOWS  (USED IN) PROVIDED BY OPERATING ACTIVITIES:

<S>                                                                  <C>            <C>               <C>             <C>
Net income                                                           $  6,550       $ 14,772          $ 43,000        $ 43,945

Adjustments to  reconcile  net income to net cash  provided
  by  operating activities:

  Amortization of mortgage servicing rights                            97,092        118,759           297,279         299,247
  Depreciation and amortization                                        11,598         10,077            34,627          29,251
  Servicing losses on investor-owned loans                              2,407          2,784             7,611           9,419
  Change in deferred income tax liability                               8,917         14,322            31,529          41,342
  Origination, purchase and sale of loans held for sale, net
    of repayments                                                    (501,879)       245,672            22,609         444,869
  Change in accounts receivable                                       (88,372)        (2,107)         (127,669)         35,232
  Change in other assets and accounts payable and accrued
    liabilities                                                        36,644          8,380           (17,903)        127,302
                                                                -------------- ------------------------------------------------
Net cash (used in) provided by operating activities                  (427,043)        412,659        291,083          1,030,607

CASH FLOWS USED IN INVESTING ACTIVITIES:

Purchase of premises and equipment, net                                (5,546)         (6,913)       (18,989)           (19,225)
Acquisition of mortgage servicing rights                             (229,255)       (319,536)      (587,429)          (992,348)
Net purchase of risk management contracts                              80,567         (69,249)      (472,272)          (543,710)
Net early pool buyout reimbursements                                   30,773          98,494        153,953            404,746
                                                                -------------- ------------------------------------------------
Net cash used in investing activities                                (123,461)       (297,204)      (924,737)        (1,150,537)


CASH FLOWS PROVIDED BY FINANCING ACTIVITIES:

Net borrowings from (repayments to) banks                             200,600         140,001        135,800           (850,898)
Net (repayments) issuance of commercial paper                             -           (88,698)       336,097          1,189,502
Issuance of notes payable                                             500,000             -          500,000                -
Payment of debt issue costs                                            (1,348)            -           (3,720)               -
Repayment of long-term debt                                          (250,225)           (122)      (310,669)              (424)
Dividends paid to Parent                                              (24,000)        (24,000)       (48,000)           (54,533)
                                                                -------------- ------------------------------------------------
Net cash provided by financing activities                             425,027          27,181        609,508            283,647

Net (decrease) increase in cash and cash equivalents                 (125,477)        142,636        (24,146)           163,717
Cash and cash equivalents at beginning of period                      304,190          56,089        202,859             35,008
                                                                -------------- ------------------------------------------------
Cash and cash equivalents at end of period                           $178,713        $198,725       $178,713           $198,725
                                                                ============== ================================================

Supplemental disclosure of cash flow information:

Interest paid                                                        $ 38,605        $ 28,287       $119,133           $133,452
Income taxes paid                                                    $      6        $     32       $    348           $ 18,818


</TABLE>


   The accompanying notes are an integral part of these financial statements.


                          HOMESIDE INTERNATIONAL, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.  BASIS OF PRESENTATION

The  accompanying  consolidated  financial  statements  have  been  prepared  in
accordance with generally accepted  accounting  principles for interim financial
information and with the  instructions to Form 10-Q and Rule 10-01 of Regulation
S-X.  Accordingly,  they do not include  all of the  information  and  footnotes
required by generally  accepted  accounting  principles  for complete  financial
statements. In the opinion of management,  all adjustments (consisting of normal
recurring  adjustments)  considered  necessary for a fair presentation have been
included.  The preparation of financial  statements in conformity with generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that affect the reported amounts of assets,  liabilities,  revenues
and expenses and the disclosed amounts of contingent  liabilities at the date of
the financial statements. Actual results may differ from those estimates.

On March 6, 2000, HomeSide Holdings,  Inc. ("HomeSide Holdings") was merged with
and into HomeSide  Lending,  Inc.  ("HomeSide  Lending"),  the primary operating
subsidiary of HomeSide International,  Inc. ("HomeSide" or the "Company"). Prior
to the merger,  HomeSide  Holdings was a wholly owned subsidiary of the Company.
Pursuant to the merger,  HomeSide Lending succeeded to all of the assets of, and
assumed all of the liabilities of, HomeSide Holdings. The merger does not have a
material affect on the financial statements of the Company.

Operating  results for the three and nine month  periods ended June 30, 2000 and
1999 are not necessarily  indicative of the results that may be expected for the
fiscal year ending  September 30, 2000.  For further  information,  refer to the
consolidated  financial  statements and footnotes  thereto  included in the Form
10-K for the fiscal year ended  September  30,  1999 of HomeSide  International,
Inc.

2.       CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash and cash due from banks, interest-bearing
deposits and margin deposits with an original  maturity of three months or less.
Margin  deposits  associated  with  the risk  management  program  for  mortgage
servicing rights are maintained with brokers in accordance with the requirements
of  International  Swap Dealer  Agreements.  At June 30, 2000,  margin  deposits
amounted to approximately $210.5 million.

3.       MORTGAGE SERVICING RIGHTS

The  change in the  balance of  mortgage  servicing  rights  was as follows  (in
thousands):

Balance, September 30, 1999                    $3,488,957
Additions                                         587,421
Deferred hedge loss                               377,376
Amortization                                     (297,272)
                                          -----------------
Balance, June 30, 2000                         $4,156,482
                                          =================

4.    NOTES PAYABLE

Notes payable consist of the following (in thousands):
<TABLE>
<CAPTION>

                                                                               Weighted Average Interest Rate
                                                    Total Outstanding       At Period End       During the Period

<S>                                                     <C>                     <C>                   <C>
Floating Rate Notes                                     $   230,000             6.93%                 6.62%
Commercial paper                                          1,500,000             6.68%                 6.32%
National Australia Bank Credit Facility                   1,641,202             6.80%                 6.42%
                                                  ----------------------
  Total, June 30, 2000                                  $ 3,371,202
                                                  ======================

Floating Rate Notes                                     $   230,000             5.67%                 5.67%
Commercial Paper                                          1,163,903             5.57%                 5.12%
National Australia Bank Credit Facility                   1,505,401             5.46%                 5.22%
                                                  ----------------------
  Total, September 30, 1999                             $ 2,899,304
                                                  ======================
</TABLE>

On October 18,  1999,  HomeSide  entered into a $2.0  billion  revolving  credit
facility (the "Independent Bank Credit Facility") with an independent  syndicate
of banks.  This facility  replaces  HomeSide's  previous  bank credit  facility.
Borrowings under the Independent Bank Credit Facility bear interest at rates per
annum,  based  on,  at  HomeSide's  option,  (i)  the  Eurodollar  rate  plus an
applicable margin, (ii) the greater of the federal funds rate plus an applicable
margin or the prime  rate,  (iii) in the case of  swingline  loans,  the federal
funds rate plus an applicable  margin,  or (iv) in the case of  competitive  bid
loans,  the lowest  competitive  Eurodollar or fixed rate submitted by a bidding
lender.  The  primary  purpose of the  Independent  Bank  Credit  Facility is to
provide liquidity back-up for HomeSide's $1.5 billion  commercial paper program.
At June 30, 2000, there was no balance outstanding under this credit line.

On August 16, 1999,  HomeSide  issued $230.0 million in floating rate notes (the
"Floating  Rate  Notes") due August 16, 2000.  Interest is payable  quarterly in
arrears on February 16, May 16, and August 16, 2000. The Floating Rate Notes are
unsecured  obligations of HomeSide and rank equally with all other unsecured and
unsubordinated  indebtedness  of HomeSide.  The per annum  interest  rate on the
Floating Rate Notes is equal to the three-month  LIBOR,  reset  quarterly,  plus
twenty basis  points,  or 0.20%.  The  weighted  average  interest  rates on the
Floating  Rate Notes during the three and nine month periods ended June 30, 2000
were 6.62% and 6.28%, respectively.

On October 21,  1998,  HomeSide  established  a $1.5  billion  commercial  paper
program.  The program is  supported  by the  Company's  Independent  Bank Credit
Facility (as defined below) and outstanding  commercial paper reduces  available
borrowings  under the bank line of  credit.  At June 30,  2000,  a total of $1.5
billion of commercial paper was outstanding. The weighted average interest rates
on commercial  paper  outstanding  during the three and nine month periods ended
June 30, 2000 were 6.32% and 5.99%, respectively.


On June 23, 1998,  HomeSide entered into an agreement for an unsecured revolving
credit facility with the National (the "NAB Credit Facility"). The agreement was
renewed on June 22, 1999 and again on June 21, 2000.  Under the credit facility,
HomeSide can borrow up to $2.5 billion,  subject to limits imposed by regulatory
authorities.  As of June 30, 2000,  Australian financial regulations limited the
National's  ability to lend funds to  HomeSide,  a non-bank  affiliate,  to $2.1
billion.  Borrowings  under the NAB  Credit  Facility  may be  overnight  or for
periods of 7,30,60 or 90 days.  For overnight  borrowings,  the interest rate is
determined by HomeSide and the National at the time of the borrowing.  For LIBOR
- based  borrowings,  the interest  rate is charged at the  corresponding  LIBOR
rate.  The NAB Credit  Facility  is renewed at the option of the  National on an
annual  basis.  At June 30, 2000,  the amount  outstanding  under the NAB Credit
Facility totaled $1.6 billion. The weighted average interest rate on outstanding
borrowings under the NAB Credit Facility during the three and nine month periods
ended June 30, 2000 were 6.42% and 6.10%, respectively.

5.       LONG-TERM DEBT


11.25% Notes

On May 14, 1996,  HomeSide  issued  $200.0  million of 11.25% notes (the "Parent
Notes") maturing on May 15, 2003, and paying interest semiannually in arrears on
May 15 and  November 15 of each year.  The Parent  Notes are  redeemable  at the
option of HomeSide,  in whole or in part,  at any time on or after May 15, 2001,
at certain fixed redemption prices. The indenture contains covenants that impose
limitations and  restrictions,  including  requirements to maintain  certain net
worth and ratio  requirements.  In  addition,  the Parent Notes are secured by a
second priority pledge of the common stock of HomeSide  Lending.  HomeSide is in
compliance with all net worth and ratio  requirements  included in the indenture
relating to the Parent Notes. The Parent used a portion of the proceeds from its
February 5, 1997 offering of common stock to pre-pay $70.0 million of the Parent
Notes at a premium of $7.9 million.  The amount outstanding at June 30, 2000 was
$130.0 million.  The balance of the Parent Notes at June 30, 2000, including the
fair value  adjustment  resulting from the merger with the National,  was $143.2
million.


Medium-term notes

As of June 30, 2000,  outstanding  medium-term  notes issued by HomeSide Lending
under  a  $2.258  billion  shelf  registration  statement  were as  follows  (in
thousands):
<TABLE>
<CAPTION>

         Issue Date         Outstanding Balance         Coupon Rate         Maturity Date

<S>  <C> <C>                       <C>                    <C>                     <C>
June 30, 1997                      200,000                6.8750%            June 30, 2002
June 30, 1997                       40,000                6.8200%            July 2, 2001
July 1, 1997                        15,000                6.8600%            July 2, 2001
July 31, 1997                      200,000                6.7500%            August 1, 2004
September 15, 1997                  45,000                6.7700%            September 17, 2001
April 23, 1998                     125,000                5.7875% (a)        April, 24, 2001
May 22, 1998                       225,000                6.2000%            May 15, 2003
June 9, 2000                       200,000                6.8850% (a)        April 9, 2002
June 9, 2000                       300,000                7.0675% (a)        June 10, 2002
                         ---------------------------
  Total                         $1,350,000
                         ===========================
(a)  Floating rate

</TABLE>


At June 30, 2000, the total amount of medium-term  notes  outstanding was $1,350
million,  made up of $625 million of floating-rate  notes and $725 million fixed
rate  notes  that have been  converted  by  interest  rate  swap  agreements  to
floating-rate  notes.  The  weighted  average  borrowing  rates  on  medium-term
borrowings  issued for the three and nine  month  periods  ended June 30,  2000,
including the effect of the interest rate swap agreements, were 6.58% and 6.18%,
respectively.

On June 9, 2000, HomeSide completed two floating rate medium term note issuances
for $200 million and $300  million  maturing on April 9, 2002 and June 10, 2002,
respectively.  The floating  rate for each issuance is  LIBOR-based  and will be
reset quarterly.

The balance of the medium-term notes at June 30, 2000,  including the fair value
adjustment  resulting from the merger with the National,  was $1.35 billion,  of
which $0.13 billion is current.

Mortgage note payable

 In connection with the acquisition of BancBoston Mortgage Corporation, HomeSide
assumed a mortgage  note  payable  that is due in 2017 and bears  interest  at a
stated rate of 9.5%.  HomeSide's  main office  building is pledged as collateral
for the mortgage note payable.  The balance of the mortgage  payable at June 30,
2000,  including the fair value  adjustments  resulting from the merger with the
National, was $22.8 million.

6.       NEW ACCOUNTING STANDARDS

In June 1998,  the  Financial  Accounting  Standards  Board  (the  "FASB")issued
Statement of Financial  Accounting Standard No. 133,  "Accounting for Derivative
Instruments and Hedging Activities" ("FAS 133"). This statement standardizes the
accounting for derivative  instruments and hedging  activities by requiring that
an entity  recognize  those items as assets or  liabilities  in the statement of
financial  position and measure them at fair value.  If certain  conditions  are
met, a derivative  instrument may be  specifically  designated as (a) a hedge of
the exposure to changes in the fair value of a recognized asset or liability, or
of an unrecognized  firm commitment,  (b) a hedge of the exposure to variability
in the cash flows of a recognized asset,  liability or forecasted transaction or
(c) a hedge of the foreign currency exposure of an unrecognized firm commitment,
an available-for-sale  security, a forecasted transaction or a net investment in
a foreign  operation.  In June 1999,  the FASB  issued  Statement  of  Financial
Accounting Standards No. 137, "Accounting for Derivative Instruments and Hedging
Activities  - Deferral  of the  Effective  Date of FASB  Statement  No. 133 - an
Amendment of FASB Statement No. 133" ("FAS 137").  This  statement  deferred the
effective  date of FAS 133 to fiscal  quarters of fiscal years  beginning  after
June 15, 2000. In June 2000, the FASB issued  Statement of Financial  Accounting
Standards No. 138,  "Accounting for Certain  Derivative  Instruments and Hedging
Activities"  ("FAS 138"),  an amendment to FAS 133. FAS 138 amends the treatment
of certain transactions under FAS 133 and incorporates  guidance provided by the
FASB  Derivatives  Implementation  Group.  Management has not yet determined the
impact of these statements on the financial statements of HomeSide.

7.       DIVIDENDS

On April 3, 2000 the Company paid dividends in the amount of $24.0  million.  On
October 20, 1999, the Company paid dividends in the amount of $24.0 million.

8.       SUBSEQUENT EVENT

On July 6, 2000 the Company  established  a grantor trust  (commonly  known as a
"Rabbi Trust") with SunTrust Bank, as trustee. The purpose of the Rabbi Trust is
to serve as a vehicle for accumulating the assets needed to pay certain deferred
compensation  benefits.  The  Company's  Deferred  Compensation  Plan  expressly
authorizes  the use of a Rabbi Trust for this purpose.  Assets held in the trust
are  subject  to  claims  by the  creditors  of the  Company  in  the  event  of
insolvency.  The trustee will make payments to plan  participants  in accordance
with the Company's  instructions and the provisions of the Deferred Compensation
Plan and Trust  Agreement.  The  Company  will  reimburse  the  trustee  for its
expenses incurred in connection with its administration of the trust.


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

General

HomeSide  International,   Inc.  ("HomeSide"  or  the  "Company"),  through  its
wholly-owned  operating subsidiary HomeSide Lending,  Inc. ("HomeSide Lending"),
is one of the largest full service residential mortgage banking companies in the
United States. The Company is the successor to HomeSide,  Inc. ("HomeSide,  Inc.
Predecessor").  On  February  10,  1998,  National  Australia  Bank,  Ltd.  (the
"National")  acquired  all  outstanding  shares of the common stock of HomeSide,
Inc.  Predecessor  and the Company  adopted a fiscal year end of September 30 to
conform to the fiscal  year of the  National.  HomeSide,  Inc.  Predecessor  was
formed through the acquisition of the mortgage banking operations of BankBoston,
N.A. ("BBMC  Predecessor" to HomeSide,  Inc.  Predecessor) on March 16, 1996 and
subsequently purchased the mortgage banking operations of Barnett Banks, Inc.

HomeSide's   strategy   emphasizes   variable  cost  and  diversified   mortgage
origination,  efficient servicing, and effective risk management.  Headquartered
in Jacksonville,  Florida, HomeSide Lending ranks as the 14th largest originator
and the 6th largest  servicer in the United  States at March 31, 2000,  based on
data published by Inside Mortgage Finance.

HomeSide plans to build its core  operations  through (i) improved  economies of
scale  in  servicing  costs;  (ii)  increased   productivity  using  proprietary
technology;  and  (iii)  expanded  and  diversified  variable  cost  origination
channels.  In addition,  HomeSide  intends to pursue  additional  loan portfolio
acquisitions  and strategic  origination  relationships  similar to its existing
relationships with Banc One Mortgage  Corporation  ("Banc One"),  People's Bank,
Cendant Mortgage Company ("Cendant"), and Colonial Bank.

Operating  results for the three and nine month  periods ended June 30, 2000 and
1999 are not necessarily  indicative of the results that may be expected for the
fiscal year ending  September 30, 2000.  For further  information,  refer to the
consolidated  financial  statements and footnotes  thereto  included in the Form
10-K for the fiscal year ended  September  30,  1999 of HomeSide  International,
Inc.

  Forward-Looking Statements

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for  certain  forward-looking  statements.  This  Quarterly  Report on Form 10-Q
contains  forward-looking  statements which reflect the Company's  current views
with respect to future events and financial  performance.  These forward-looking
statements  are  subject to certain  risks and  uncertainties,  including  those
identified  below,  which could cause actual results to differ  materially  from
historical  results  or  those  anticipated.   The  words  "believe,"  "expect,"
"anticipate,"  "intend,"  "estimate" and other expressions which indicate future
events and trends identify  forward-looking  statements,  which speak only as of
their dates.  The Company  undertakes no obligation to publicly update or revise
any  forward-looking  statements whether as a result of new information,  future
events or otherwise.  The following factors could cause actual results to differ
materially  from  historical  results or those  anticipated:  (1) the  Company's
ability to grow which depends on its ability to obtain  additional  financing in
the future for  originating  loans,  investment  in  servicing  rights,  working
capital,  capital  expenditure  and general  corporate  purposes,  (2)  economic
downturns may negatively affect the Company's  profitability as the frequency of
loan default tends to increase in such  environments and (3) changes in interest
rates may affect the volume of loan originations and acquisitions,  the interest
rate  spread on loans  held for sale,  the amount of gain or loss on the sale of
loans  and the  value of the  Company's  servicing  portfolio.  These  risks and
uncertainties  are  more  fully  detailed  in the  Company's  filings  with  the
Securities and Exchange Commission.

   Loan Production Activities

HomeSide participates in several origination channels, with a focus on wholesale
origination (correspondent,  co-issue, and broker). HomeSide's other origination
channels  include  Internet and  telemarketing,  direct mail campaigns and other
advertising,   and  mortgages   related  to  affinity   group  and   co-branding
partnerships.  HomeSide  also  purchases  servicing  rights in bulk from time to
time.  This  multi-channel  production  base provides  access to and flexibility
among production  channels in a wide variety of market and economic  conditions.
By focusing on  production  channels with a variable  cost  structure,  HomeSide
reduces the fixed costs associated with  traditional  mortgage branch offices.

The following  information  regarding loan production activities for HomeSide is
presented  to aid in  understanding  the  results of  operations  and  financial
condition  of HomeSide for the three and six month  periods  ended June 30, 2000
and 1999 (in millions):
<TABLE>
<CAPTION>

                                For the Three        For the Three       For the Nine        For the Nine
                                Months Ended         Months Ended        Months Ended        Months Ended
                                June 30, 2000        June 30, 1999      June 30, 2000       June 30, 1999
                              ------------------    ----------------    ---------------     ---------------
<S>                                     <C>                  <C>                <C>                <C>
Correspondent                           $ 2,169              $4,156             $6,448             $14,750
Co-issue                                  1,939               1,956              6,011               3,871
Broker                                      540                 967              1,352               3,217
                              ------------------    ----------------    ---------------     ---------------
  Total wholesale                         4,648               7,079             13,811              21,838
Direct                                      169                 470                445               1,153
                              ------------------    ----------------    ---------------     ---------------
  Total production                        4,817               7,549             14,256              22,991
Bulk acquisitions                         5,152               4,665             12,176              33,748
                              ------------------    ----------------    ---------------     ---------------
  Total production and
    acquisitions                         $9,969             $12,214             26,432             $56,739
                              ==================    ================    ===============     ===============
</TABLE>

Total loan  production,  excluding bulk  acquisitions,  was $4.8 billion for the
three months  ended June 30, 2000  compared to $7.5 billion for the three months
ended June 30, 1999, a 36% decrease.  Loan  production was $14.3 billion for the
nine months  ended June 30, 2000  compared to $23.0  billion for the nine months
ended June 30, 1999,  a 38%  decrease.  Rising  interest  rates have  contracted
refinance  activity and have caused the mortgage  origination  market to drop by
half. When interest rates rise, loan  production  decreases as fewer  mortgagees
refinance their loans. As a result,  the mortgage  origination  market declines.
For the three and nine month  periods ended June 30, 2000,  refinances  were 19%
and 21%, respectively, of HomeSide's production volume, compared to 49% and 66%,
respectively,  for the three and nine month periods ended June 30, 1999. Extreme
pricing  competition  for  mortgage   production   continued  as  some  mortgage
originators have reduced their pricing margins in order to fill capacity.

During the quarter,  HomeSide continued to pursue growth  opportunities  through
bulk  acquisitions of mortgage  servicing  rights and expansion of its Preferred
Partnership program.  Preferred  partnerships generally include a bulk servicing
acquisition and an ongoing mortgage origination flow. HomeSide services loans on
a priority  basis on behalf of the  Preferred  Partners  and offers the customer
mortgage-related  products.  Preferred Partner relationships contributed 37% and
35%, respectively,  of HomeSide's production volume for the three and nine month
periods ended June 30, 2000. On July 11, 2000,  HomeSide announced its Preferred
Partnership  agreement with Colonial Bank,  which included a bulk acquisition of
approximately  $5.1  billion  with the  right to  service  or  subservice  and a
long-term  production flow  arrangement to service new mortgage loans originated
by Colonial Bank.

The current market environment has created portfolio acquisition  opportunities.
HomeSide continues to pursue acquisitions and Preferred Partner relationships as
part of its strategy to accelerate  portfolio  growth,  expand production market
share and grow a diversified  revenue base. HomeSide completed bulk acquisitions
totaling $5.2 billion and $12.2 billion  during the three and nine month periods
ended June 30, 2000,  respectively.  Bulk acquisitions  totaled $4.7 billion for
the three months ended June 30, 1999 and $33.7 billion for the nine months ended
June  30,  1999,  which  included,  as  part  of  HomeSide's  Preferred  Partner
relationship  with Banc One,  approximately  $18 billion  from the March 4, 1999
purchase of First Chicago NBD Mortgage Company's servicing portfolio.

Servicing Portfolio

Management  believes  that  HomeSide  is  one  of the  most  efficient  mortgage
servicers in the industry based on its servicing cost per loan and the number of
loans  serviced per employee.  The servicing  operation  makes  extensive use of
state-of-the-art technology, process re-engineering and expense management. With
a portfolio size of $157 billion,  HomeSide  services the loans of approximately
1.8  million  homeowners  from  across the United  States.  HomeSide's  focus on
efficient  and low cost  processes  is  pursued  through  the  selective  use of
automation,  strategic outsourcing of selected servicing functions and effective
control of delinquencies and foreclosures.

The following  information  on the dollar amounts of loans serviced is presented
to aid in  understanding  the results of operations  and financial  condition of
HomeSide for the three and nine month  periods  ended June 30, 2000 and 1999 (in
millions):
<TABLE>
<CAPTION>

                                               For the Three         For the Three        For the Nine        For the Nine
                                               Months Ended          Months Ended         Months Ended        Months ended
                                               June 30, 2000         June 30, 1999        June 30, 2000      June 30, 1999
                                             ------------------    ------------------ -- ---------------- -- ---------------
<S>                                          <C>                   <C>                   <C>                 <C>
      Balance at beginning of
        period                                       $ 152,501             $ 139,653           $ 145,552          $ 115,800
         Additions, net                                  9,882                12,019              26,266             55,166
         Scheduled amortization                          1,079                   849               3,162              2,401
         Prepayments                                     4,207                 7,807              11,009             24,956
         Foreclosures                                      266                   395                 816                988
                                             ------------------    ------------------ -- ---------------- -- ---------------
             Total reductions                            5,552                 9,051              14,987             28,345
                                             ------------------    ------------------ -- ---------------- -- ---------------
      Balance at end of period                       $ 156,831             $ 142,621           $ 156,831          $ 142,621
                                             ==================    ================== == ================ == ===============
</TABLE>

The  number  of loans  serviced  at June  30,  2000 was  1,772,999  compared  to
1,667,124  at June  30,  1999.  HomeSide's  strategy  is to build  its  mortgage
servicing  portfolio  and benefit from  improved  economies  of scale.  A key to
HomeSide's  future growth is its  proprietary  servicing  software.  This system
allows HomeSide to increase the number of loans  typically  serviced on a single
system.  At June 30, 2000,  substantially  all of the  servicing  portfolio  was
serviced on the proprietary system.

Results of Operations

For the three months ended June 30, 2000 compared to the three months ended
  June 30, 1999

   Summary

HomeSide's  net income  decreased 56% to $6.6 million for the three months ended
June 30,  2000,  compared to $14.8  million for the three  months ended June 30,
1999.   HomeSide's  net  income,   excluding  goodwill   amortization  from  the
acquisition of HomeSide by the National,  was $15.5 million for the three months
ended June 30, 2000,  compared to $23.7  million for the three months ended June
30,  1999.  Total  revenues  for the three months ended June 30, 2000 were $82.4
million  compared to $103.9  million for the three months ended June 30, 1999, a
21% decrease.  An increase in net  servicing  revenue was offset by decreases in
net interest revenue and net mortgage origination revenue. Net servicing revenue
increased  91% for the three  months  ended June 30, 2000  compared to the three
months  ended June 30,  1999,  primarily  due to an  increase  in the  servicing
portfolio and a decrease in the amortization rate of mortgage  servicing rights.
Net interest revenue  decreased  primarily due to a decreased average balance of
originated  mortgage  loans held for sale and  increased  funding  necessary  to
support increased mortgage servicing assets.  Net mortgage  origination  revenue
decreased due to a decrease in production volumes and pricing competition caused
by the  increase and  volatility  in mortgage  interest  rates.  Total  expenses
decreased as a result of a decrease in production  related  expenses  associated
with a decline  in  refinance  activity  and a  decrease  in  servicing  related
expenses  associated with a decline in prepayment  activity and  improvements in
servicing efficiency.  Income tax expense decreased as a result of a decrease in
taxable net income and a decrease in the  effective  income tax rate caused by a
change in the  geographic  mix of the servicing  portfolio into lower tax states
and a decrease in production volume in states with higher tax rates.

   Net Servicing Revenue

Net servicing revenue was $85.5 million for the three months ended June 30, 2000
compared  to $44.7  million  for the three  months  ended June 30,  1999,  a 91%
increase.  Net  servicing  revenue is  comprised  of  mortgage  servicing  fees,
ancillary servicing revenue, and amortization of mortgage servicing rights.

Mortgage  servicing  fees  increased 12% to $182.5  million for the three months
ended June 30, 2000  compared to $163.5  million for the three months ended June
30, 1999,  primarily as a result of portfolio  growth.  The servicing  portfolio
increased  $14.2  billion to $156.8  billion at June 30, 2000 compared to $142.6
billion at June 30, 1999, a 10% increase.  The portfolio growth is primarily due
to  loan  production,  bulk  acquisitions,  and  a  decrease  in  mortgage  loan
prepayments  as fewer  mortgagees  refinance  their loans.  HomeSide's  weighted
average  interest  rates of the mortgage  loans in the servicing  portfolio were
7.53% and 7.47% at June 30, 2000 and 1999,  respectively.  The weighted  average
servicing  fee,  including  ancillary  income,  for the servicing  portfolio was
0.473% for the three months ended June 30, 2000 compared to 0.465% for the three
months ended June 30, 1999. The increase in the weighted  average  servicing fee
was primarily due to a decrease in loans  purchased but not yet on the servicing
system, for which HomeSide earns a lower net servicing fee.

Amortization  expense was $97.1 million for the three months ended June 30, 2000
compared to $118.8  million for the three  months  ended June 30,  1999,  an 18%
decrease.  Amortization  expense decreased due to a decrease in the amortization
rate,  partially offset by a higher average balance of mortgage servicing rights
during the quarter.  Amortization charges are highly dependent upon the level of
prepayments during the period and changes in prepayment expectations,  which are
significantly  influenced by the direction and level of long-term  interest rate
movements.  An  increase  in mortgage  interest  rates  results in a decrease in
prepayment estimates used in calculating periodic amortization expense.  Because
mortgage  servicing rights are amortized over the expected period of service fee
revenues,  a decrease in mortgage  prepayment  activity  typically  results in a
longer estimated life of the mortgage servicing assets and,  accordingly,  lower
amortization expense.

   Net Interest Revenue

Net interest  revenue is driven by the level of interest rates, the direction in
which rates are moving and the spread between short and long-term interest rates
and the rates at which HomeSide is able to borrow.  These factors  influence the
size of the residential mortgage origination market,  HomeSide's loan production
volumes and the interest rates HomeSide earns on loans and pays to its lenders.

Loan  refinancing  levels are the largest  contributor to changes in the size of
the  mortgage  origination  market.  As  interest  rates rise,  fewer  borrowers
refinance their mortgages,  resulting in a decrease in the mortgage  origination
market.  Lower loan production volumes result in lower average balances of loans
held for sale and  consequently  lower levels of interest  income from  interest
earned on such loans  prior to their sale.  This lower level of interest  income
due to decreased  volumes is partially  offset by the higher rates earned on the
loans.

Overall   borrowing  costs  also  fluctuate  with  changes  in  interest  rates.
Currently, the interest expense HomeSide pays to finance mortgage loans held for
sale and other net assets is generally  calculated  with reference to short-term
interest rates. In addition,  because mortgage loans held for sale earn interest
based on longer term interest rates,  the level of net interest  revenue is also
influenced by the spread between long-term and short-term interest rates.

Net interest revenue totaled ($18.2) million for the three months ended June 30,
2000  compared to $11.5  million for the three months  ended June 30, 1999.  The
decrease in net  interest  revenue was  primarily  due to a decrease in interest
income earned on loans held for sale as a result of lower average balances and a
narrowing of the spread between  short-term and long-term  interest  rates.  The
interest rate environment also caused a decrease in net interest earned on early
pool buyout loans. Interest earned on escrow balances also decreased as a result
of a decrease in loan prepayment  activity  associated with the rise in interest
rates.  In addition,  interest  expense  increased  due to the funding of higher
mortgage servicing assets.

   Net Mortgage Origination Revenue

Net mortgage  origination revenue is comprised of fees earned on the origination
of  mortgage  loans,  gains and  losses on the sale of loans,  gains and  losses
resulting  from hedging of secondary  marketing  activities  and fees charged to
review loan documents for purchased loan production.

Net mortgage  origination  revenue was $13.6  million for the three months ended
June 30, 2000  compared to $45.7  million  for the three  months  ended June 30,
1999.  The decrease was primarily  due to a decrease in  production  volumes and
margins resulting from pricing  competition and the volatile and rising interest
rate environment.

   Other Income

Other income for the three months ended June 30, 2000 was $1.5 million  compared
to $2.1 million for the three months  ended June 30, 1999, a 27%  decrease.  The
decrease  is  primarily  due to a  decrease  in real  estate  tax  service  fees
associated with decreased production.

   Salaries and Employee Benefits

Salaries and employee  benefits  expense was $27.9  million for the three months
ended June 30, 2000  compared to $32.6  million for the three  months ended June
30, 1999, a 15% decrease.  The average number of full-time  equivalent employees
was 2,365 for the three  months  ended June 30,  2000  compared to 2,706 for the
three months ended June 30, 1999. The decrease in salaries and employee benefits
is primarily  attributable  to lower  commissions  expense and lower  incentives
associated with lower production  volume as well as a reduction in temporary and
overtime  staff  resulting  from the decrease in production  volumes and reduced
prepayment activity.

   Occupancy and Equipment Expense

Occupancy and equipment expense primarily  includes rental expense,  repairs and
maintenance  costs,  certain  computer  software  expenses and  depreciation  of
HomeSide's premises and equipment. Occupancy and equipment expense for the three
months  ended June 30, 2000 was $7.7  million  compared to $6.9  million for the
three months ended June 30,  1999, a 12%  increase.  The increase in expense was
primarily due to additional leased space and technology related assets.

   Servicing Losses on Investor-Owned Loans and Foreclosure-Related Expenses

Servicing losses on investor-owned loans represent  anticipated losses primarily
attributable to servicing FHA and VA loans for investors.  These amounts include
actual losses for the final  disposition of loans,  non-recoverable  foreclosure
costs,  accrued  interest for which payment has been curtailed and estimates for
potential  losses based on  HomeSide's  experience  as a servicer of  government
loans.

The servicing losses on investor-owned  loans and  foreclosure-related  expenses
totaled $9.1 million for the three months ended June 30, 2000  compared to $10.8
million  for the three  months  ended June 30,  1999.  The  decrease  was mainly
attributable to a decrease in  delinquencies  and decreased  foreclosure-related
expenses.

Included in the balance of accounts payable and accrued  liabilities at June 30,
2000 is a reserve for  estimated  servicing  losses on  investor-owned  loans of
$16.7 million.  The reserve has been established for potential losses related to
the  mortgage  servicing  portfolio.  Increases  to the  reserve  are charged to
earnings as servicing losses on  investor-owned  loans. The reserve is decreased
for  actual  losses  incurred  related  to  the  mortgage  servicing  portfolio.
HomeSide's  historical loss experience on VA loans generally has been consistent
with  industry  experience.  Management  believes  that HomeSide has an adequate
level of  reserve  based on  servicing  volume,  portfolio  composition,  credit
quality and historical loss rates, as well as estimated future losses. Servicing
losses are generally greatest during the three to six year age of the loan.

The  following   table  sets  forth   HomeSide's   delinquency  and  foreclosure
experience:

<TABLE>
<CAPTION>
                        Servicing Portfolio Delinquencies
                             (percent by loan count)


                                                       June 30, 2000          June 30, 1999
                                                    --------------------    -------------------
Servicing Portfolio Delinquencies, excluding
   bankruptcies (at end of period)
          <S>                                             <C>                    <C>
          30 days                                          2.46%                  3.20%
          60 days                                          0.50%                  0.59%
          90+ days                                         0.44%                  0.47%
                                                    --------------------    -------------------
               Total past due                              3.40%                  4.26%
                                                    ====================    ===================
          Foreclosures pending                             0.47%                  0.66%
                                                    ====================    ===================
 Weighted average portfolio age in months                  47.9                    44.4

</TABLE>

   Other Expenses and Goodwill Amortization

Other expenses  consist mainly of  professional  fees,  communications  expense,
advertising  and public  relations,  data  processing  expenses and certain loan
origination expenses.  The level of other expenses fluctuates in part based upon
the  level of  HomeSide's  mortgage  servicing  portfolio  and  loan  production
volumes.

Other  expenses  were $13.3  million for the three  months  ended June 30, 2000,
compared  to $15.5  million  for the three  months  ended June 30,  1999,  a 14%
decrease.  The  decrease is primarily  due to a decrease in expenses  associated
with  decreased  production  volumes  and a  decrease  in  prepayment  activity.
Goodwill  amortization  was $9.0  million and $9.0  million for the  three-month
periods ended June 30, 2000 and 1999, respectively.

   Income Tax Expense

HomeSide's  income tax expense was $8.9  million for the three months ended June
30, 2000 compared to $14.4 million for the three months ended June 30, 1999. The
effective  income tax rates for the three month  periods ended June 30, 2000 and
1999 were 57.7% and 49.3%,  respectively.  The increase in the effective  income
tax rate was due to an increase  in the  proportion  of  goodwill  amortization,
which is not  deductible  for income tax  purposes,  to net income before taxes.
This  increase was  partially  offset by a change in the  geographic  mix of the
portfolio  into lower tax states and a decrease in  production  volume in states
with higher tax rates. Excluding goodwill amortization, the effective income tax
rates for the three  months  ended June 30,  2000 and 1999 were 36.5% and 37.7%,
respectively.


Results of Operations

For the nine months  ended June 30, 2000  compared to the nine months ended
  June 30, 1999


   Summary

HomeSide's  net income  decreased 2% to $43.0  million for the nine months ended
June 30,  2000,  compared to $43.9  million  for the nine months  ended June 30,
1999.   HomeSide's  net  income,   excluding  goodwill   amortization  from  the
acquisition  of HomeSide by the National,  was $69.9 million for the nine months
ended June 30,  2000,  compared to $70.8  million for the nine months ended June
30,  1999.  Total  revenues  for the nine months ended June 30, 2000 were $267.8
million  compared to $313.6  million for the nine months  ended June 30, 1999, a
15% decrease.  An increase in net  servicing  revenue was offset by decreases in
net interest revenue,  net mortgage  origination  revenue, and other income. Net
servicing revenue increased 70% for the nine months ended June 30, 2000 compared
to the nine  months  ended June 30,  1999,  primarily  due to an increase in the
servicing  portfolio  and a  decrease  in  the  amortization  rate  of  mortgage
servicing  rights.  Net interest  revenue  decreased due to a decreased  average
balance  of  originated  mortgage  loans  held for sale  and  increased  funding
necessary  to  support  increased   mortgage   servicing  assets.  Net  mortgage
origination  revenue  decreased  due to a decrease  in  production  volumes  and
pricing  competition  caused by the increase and volatility in mortgage interest
rates.  Total expenses decreased as a result of a decrease in production related
expenses  associated  with a decline in  refinance  activity  and a decrease  in
servicing related expenses  associated with a decline in prepayment activity and
improvements in servicing  efficiency.  Income tax expense decreased as a result
of a decrease in taxable net income and a decrease in the  effective  income tax
rate caused by a change in the  geographic  mix of the servicing  portfolio into
lower tax states and a decrease in  production  volume in states with higher tax
rates.

Net Servicing Revenue

Net servicing revenue was $242.1 million for the nine months ended June 30, 2000
compared  to $142.8  million  for the nine  months  ended June 30,  1999,  a 70%
increase.  Net  servicing  revenue is  comprised  of  mortgage  servicing  fees,
ancillary servicing revenue, and amortization of mortgage servicing rights.

Mortgage  servicing  fees  increased  22% to $539.4  million for the nine months
ended June 30, 2000  compared to $442.1  million for the nine months  ended June
30, 1999,  primarily as a result of portfolio  growth.  The servicing  portfolio
increased  $14.2  billion to $156.8  billion at June 30, 2000 compared to $142.6
billion at June 30, 1999, a 10% increase.  The portfolio growth is primarily due
to  loan  production,  bulk  acquisitions,  and  a  decrease  in  mortgage  loan
prepayments  as fewer  mortgagees  refinance  their loans.  HomeSide's  weighted
average  interest  rates of the mortgage  loans in the servicing  portfolio were
7.53% and 7.47% at June 30, 2000 and 1999,  respectively.  The weighted  average
servicing  fee,  including  ancillary  income,  for the servicing  portfolio was
0.476% for the nine months  ended June 30, 2000  compared to 0.467% for the nine
months ended June 30, 1999. The increase in the weighted  average  servicing fee
was due to a decrease in loans  purchased but not yet on the  servicing  system,
for which HomeSide earns a lower net servicing fee.

Amortization  expense was $297.3 million for the nine months ended June 30, 2000
compared  to $299.2  million  for the nine  months  ended  June 30,  1999,  a 1%
decrease. Amortization expense decreased mainly as a result of a decrease in the
amortization  rate,  partially  offset by a higher  average  balance of mortgage
servicing  rights during the period.  Amortization  charges are highly dependent
upon the level of  prepayments  during  the period  and  changes  in  prepayment
expectations,  which are significantly  influenced by the direction and level of
long-term  interest  rate  movements.  An increase in  mortgage  interest  rates
results in a decrease  in  prepayment  estimates  used in  calculating  periodic
amortization  expense.  Because mortgage servicing rights are amortized over the
expected  period of service fee  revenues,  a decrease  in  mortgage  prepayment
activity  typically results in a longer estimated life of the mortgage servicing
assets and, accordingly, lower amortization expense.

   Net Interest Revenue

Net interest  revenue is driven by the level of interest rates, the direction in
which rates are moving and the spread between short and long-term interest rates
and the rates at which HomeSide is able to borrow.  These factors  influence the
size of the residential mortgage origination market,  HomeSide's loan production
volumes and the interest rates HomeSide earns on loans and pays to its lenders.

Loan  refinancing  levels are the largest  contributor to changes in the size of
the  mortgage  origination  market.  As  interest  rates rise,  fewer  borrowers
refinance their mortgages,  resulting in a decrease in the mortgage  origination
market.  Lower loan production volumes result in lower average balances of loans
held for sale and  consequently  lower levels of interest  income from  interest
earned on such loans  prior to their sale.  This lower level of interest  income
due to decreased  volumes is partially  offset by the higher rates earned on the
loans.

Overall   borrowing  costs  also  fluctuate  with  changes  in  interest  rates.
Currently, the interest expense HomeSide pays to finance mortgage loans held for
sale and other net assets is generally  calculated  with reference to short-term
interest rates. In addition,  because mortgage loans held for sale earn interest
based on longer term interest rates,  the level of net interest  revenue is also
influenced by the spread between long-term and short-term interest rates.

Net interest  revenue totaled ($30.5) million for the nine months ended June 30,
2000  compared to $40.5  million for the nine months  ended June 30,  1999.  The
decrease in net  interest  revenue was  primarily  due to a decrease in interest
income earned on loans held for sale as a result of lower average balances and a
narrowing  of the  spread  between  short-term  and  long-term  interest  rates.
Interest  earned on escrow  balances also decreased as a result of a decrease in
loan  prepayment  activity  associated  with  the  rise in  interest  rates.  In
addition,  interest  expense  increased  due to the  funding of higher  mortgage
servicing assets.

Net Mortgage Origination Revenue

Net mortgage  origination revenue is comprised of fees earned on the origination
of  mortgage  loans,  gains and  losses on the sale of loans,  gains and  losses
resulting  from hedging of secondary  marketing  activities  and fees charged to
review loan documents for purchased loan production.

Net  mortgage  origination  revenue was $52.5  million for the nine months ended
June 30,  2000  compared to $125.6  million  for the nine months  ended June 30,
1999.  The decrease was primarily  due to a decrease in  production  volumes and
margins resulting from pricing  competition and the volatile and rising interest
rate environment.

   Other Income

Other income for the nine months  ended June 30, 2000 was $3.6 million  compared
to $4.6 million for the nine months ended June 30,  1999,  a 21%  decrease.  The
decrease is primarily  due to  decreases  in real  estates tax service  revenues
associated with the decrease in production.

   Salaries and Employee Benefits

Salaries and  employee  benefits  expense was $83.6  million for the nine months
ended June 30, 2000  compared to $101.0  million for the nine months  ended June
30, 1999, a 17% decrease.  The average number of full-time  equivalent employees
was 2,463 for the nine months ended June 30, 2000 compared to 2,616 for the nine
months  ended June 30, 1999.  The decrease in salaries and employee  benefits is
primarily  attributable  to  lower  commissions  expense  and  lower  incentives
associated with lower production  volume as well as a reduction in temporary and
overtime  staff  resulting  from the decrease in production  volumes and reduced
prepayment activity.

   Occupancy and Equipment Expense

Occupancy and equipment expense primarily  includes rental expense,  repairs and
maintenance  costs,  certain  computer  software  expenses and  depreciation  of
HomeSide's premises and equipment.  Occupancy and equipment expense for the nine
months ended June 30, 2000 was $24.0  million  compared to $20.0 million for the
nine months  ended June 30, 1999,  a 20%  increase.  The increase in expense was
primarily due to additional leased space and technology related assets.

   Servicing Losses on Investor-Owned Loans and Foreclosure-Related Expenses

Servicing losses on investor-owned loans represent  anticipated losses primarily
attributable to servicing FHA and VA loans for investors.  These amounts include
actual losses for the final  disposition of loans,  non-recoverable  foreclosure
costs,  accrued  interest for which payment has been curtailed and estimates for
potential  losses based on  HomeSide's  experience  as a servicer of  government
loans.

The servicing losses on investor-owned  loans and  foreclosure-related  expenses
totaled  $24.8 million for the nine months ended June 30, 2000 compared to $29.5
million  for the nine  months  ended  June 30,  1999.  The  decrease  was mainly
attributable   to   a   decrease   in   delinquencies    and   a   decrease   in
foreclosure-related expenses.

Included in the balance of accounts payable and accrued  liabilities at June 30,
2000 is a reserve for  estimated  servicing  losses on  investor-owned  loans of
$16.7 million.  The reserve has been established for potential losses related to
the  mortgage  servicing  portfolio.  Increases  to the  reserve  are charged to
earnings as servicing losses on  investor-owned  loans. The reserve is decreased
for  actual  losses  incurred  related  to  the  mortgage  servicing  portfolio.
HomeSide's  historical loss experience on VA loans generally has been consistent
with  industry  experience.  Management  believes  that HomeSide has an adequate
level of  reserve  based on  servicing  volume,  portfolio  composition,  credit
quality and historical loss rates, as well as estimated future losses. Servicing
losses are generally greatest during the three to six year age of the loan.

The  following   table  sets  forth   HomeSide's   delinquency  and  foreclosure
experience:

<TABLE>
<CAPTION>
                        Servicing Portfolio Delinquencies
                             (percent by loan count)

                                                       June 30, 2000          June 30, 1999
                                                    --------------------    -------------------
Servicing Portfolio Delinquencies, excluding
   bankruptcies (at end of period)
         <S>                                              <C>                    <C>
          30 days                                          2.46%                  3.20%
          60 days                                          0.50%                  0.59%
          90+ days                                         0.44%                  0.47%
                                                    --------------------    -------------------
               Total past due                              3.40%                  4.26%
                                                    ====================    ===================
          Foreclosures pending                             0.47%                  0.66%
                                                    ====================    ===================
 Weighted average portfolio age in months                  47.9                    44.4


</TABLE>

   Other Expenses and Goodwill Amortization

Other expenses  consist mainly of  professional  fees,  communications  expense,
advertising  and public  relations,  data  processing  expenses and certain loan
origination expenses.  The level of other expenses fluctuates in part based upon
the  level of  HomeSide's  mortgage  servicing  portfolio  and  loan  production
volumes.

Other  expenses  were $36.0  million  for the nine months  ended June 30,  2000,
compared  to $47.9  million  for the nine  months  ended  June 30,  1999,  a 25%
decrease.  The  decrease is primarily  due to a decrease in expenses  associated
with  decreased  production  volumes  and a  decrease  in  prepayment  activity.
Goodwill  amortization was $26.9 million for nine months ended June 30, 2000 and
$26.8 million for the nine months ended June 30, 1999.

   Income Tax Expense

HomeSide's  income tax expense was $29.5  million for the nine months ended June
30, 2000 compared to $44.4 million for the nine months ended June 30, 1999.  The
effective  income tax rates for the nine month  periods  ended June 30, 2000 and
1999 were 40.7% and 50.3%,  respectively.  The decrease in the effective  income
tax rate was due to a change in the  geographic  mix of the servicing  portfolio
into lower tax states and a decrease in production  volume in states with higher
tax rates. In the current interest rate  environment,  this trend is expected to
continue.

Risk Management Activities

HomeSide has a risk management program designed to protect the economic value of
its  mortgage  servicing  portfolio  from  declines in value due to increases in
estimated loan  prepayment  speeds,  which are mainly  influenced by declines in
interest  rates.  When  loans  prepay  faster  than  anticipated,  the cash flow
HomeSide expects to receive from servicing such loans is reduced.  When interest
rates rise,  prepayment  rates decline and influence an incrase in expected cash
flows.  The value of mortgage  servicing rights is based on the present value of
the cash flows to be received over the life of the loan and therefore, the value
of the servicing  portfolio  declines as  prepayments  increase and increases as
prepayments decline.

During the three months ended June 30, 2000,  HomeSide  utilized options on U.S.
Treasury  bond  and note  futures,  Eurodollar  futures,  interest  rate  swaps,
interest rate swaptions,  interest rate caps, mortgage pass-throughs and options
on mortgage  pass-throughs to protect a significant  portion of the market value
of its mortgage servicing portfolio from a decline in value. The risk management
contracts used by HomeSide have  characteristics such that they tend to increase
in value as interest rates decline.  Conversely, these risk management contracts
tend to decline in value as interest rates rise.  Accordingly,  changes in value
of these risk management instruments will tend to move inversely with changes in
value of HomeSide's mortgage servicing rights.

These risk management  instruments are designated as hedges on the purchase date
and such  designation  is at a level at least as  specific as the level at which
mortgage  servicing  rights are evaluated for  impairment.  The risk  management
instruments  are  marked-to-market  with  changes in market  value  deferred and
applied as an adjustment to the basis of the related  mortgage  servicing  right
asset being hedged.  As a result,  any changes in market value that are deferred
are amortized  and  evaluated  for  impairment in the same manner as the related
mortgage  servicing rights. The effectiveness of HomeSide's hedging activity can
be  measured  by the  correlation  between  changes  in the  value  of the  risk
management instruments and changes in the value of HomeSide's mortgage servicing
rights.  This  correlation is assessed on a quarterly  basis to ensure that high
correlation is maintained over the term of the hedging program.  If management's
ongoing  assessment of correlation  indicates that high correlation is not being
achieved,  the Company will  discontinue the application of hedge accounting and
recognize a gain or loss to the extent the hedge results have not been offset by
changes in value of the hedged asset during the hedge period.

At June 30,  2000,  deferred  losses on risk  management  contracts  resulted in
cumulative net deferred hedge losses of $821.8 million which were  substantially
offset by changes in the value of mortgage  servicing rights and included in the
carrying  value of mortgage  servicing  rights.  Activity in the deferred  hedge
account during the nine months ended June 30, 2000 is as follows (in thousands):

  Net deferred hedge balance at September 30, 1999          $ (494,743)
  Net deferred hedge loss                                     (377,376)
  Amortization of deferred hedge losses                         50,285
                                                        --------------------
  Net deferred hedge balance at June 30, 2000               $ (821,834)
                                                        ====================

HomeSide's  future  cash needs as they  relate to its  hedging  program  will be
influenced by such factors as long-term  interest rates,  loan production levels
and  growth in the  mortgage  servicing  portfolio.  The fair value of open risk
management  contracts  at June 30,  2000 was  $(202.8)  million.  This amount is
comprised  of  interest  rate  swaps,  caps and  swaptions  with a fair value of
$(226.6) million, partially offset by options on U.S. Treasury bonds, Eurodollar
futures,  options on mortgage  pass-throughs and mortgage  pass-throughs  with a
fair market  value of $23.8  million.  The premiums  paid on options  along with
amounts due to or from counterparties  related to risk management  contracts are
included in Other Assets and Other Liabilities in the accompanying  consolidated
balance sheet. See "Liquidity and Capital  Resources" for further  discussion of
HomeSide's  sources  and uses of cash.  See Note 3 of the Notes to  Consolidated
Financial  Statements included in HomeSide's Form 10-K for the fiscal year ended
September 30, 1999 for a description  of  HomeSide's  accounting  policy for its
risk  management  contracts.  See Notes 12 and 13 of the  Notes to  Consolidated
Financial  Statements included in HomeSide's Form 10-K for the fiscal year ended
September  30,  1999 for  additional  fair  value  disclosures  with  respect to
HomeSide's risk management contracts.


   Liquidity and Capital Resources

The Company's  principal  financing needs are the financing of loan  origination
activities and the investment in mortgage servicing rights. To meet these needs,
the Company  currently  utilizes  funding from its commercial  paper program,  a
credit facility with the National,  medium-term notes,  floating-rate  notes, an
independent  syndicate  of  banks,  repurchase  agreements,  and cash  flow from
operations.  HomeSide  continues  to  investigate  and  pursue  alternative  and
supplementary  methods to finance its growing  operations through the public and
private  capital  markets.  These may  include  methods  designed  to expand the
Company's  financial  capacity and reduce its cost of capital.  In addition,  to
facilitate the sale and  distribution  of certain  mortgage  products,  HomeSide
Mortgage Securities,  Inc., a wholly-owned subsidiary of HomeSide Lending, Inc.,
may continue to issue mortgage-backed securities.

   Operations

Net cash used in  operations  for the  quarter  ended  June 30,  2000 was $427.0
million. Net cash provided by operations for the quarter ended June 30, 1999 was
$412.7  million.  Net cash provided by operating  activities  for the nine month
periods  ended June 30, 2000 and 1999 was $291.1  million and $1,030.6  million,
respectively.  Cash provided from servicing fee income, loan sales and principal
repayments was offset by cash used for the  origination and purchase of mortgage
loans  held  for  sale and to pay  corporate  expenses.  Cash  flows  from  loan
originations  are dependent  upon current  economic  conditions and the level of
long-term interest rates. Increases in long-term interest rates generally result
in lower loan refinancing activity,  which results in lower cash demands to meet
loan production levels.

   Investing

Net cash used in investing  activities  for the quarters ended June 30, 2000 and
1999 were $123.5  million  and $297.2  million,  respectively.  Net cash used in
investing  activities  for the nine month  periods  ended June 30, 2000 and 1999
were $924.7 million and $1,150.5 million,  respectively.  Cash used in investing
activities was primarily for the purchase of mortgage  servicing rights and risk
management  contracts.  Cash was  provided  by  proceeds  from  risk  management
contracts  and  early  pool  buyout  reimbursements.  Future  uses of  cash  for
investing  activities will be dependent on the mortgage  origination  market and
HomeSide's hedging needs. HomeSide is not able to estimate the timing and amount
of cash uses for future acquisitions of other mortgage banking entities, if such
acquisitions were to occur.

   Financing

Net cash provided by financing  activities  for the quarters ended June 30, 2000
and 1999 was $425.0 million and $27.2 million,  respectively.  Net cash provided
by financing  activities for the nine month periods ended June 30, 2000 and 1999
were  $609.5  million and $283.6  million,  respectively.  Cash was  provided by
borrowings  from the National and the issuance of notes  payable and  commercial
paper.  Cash  was  used for  repayment  of  borrowings  from  the  National  and
commercial  paper,  payment of debt issue  costs,  payment of  dividends  to the
Parent,  and repayment of medium-term  notes which became due during the quarter
ended June 30, 2000.

HomeSide expects that to the extent cash generated from operations is inadequate
to meet its liquidity needs,  those needs can be met through  financing from its
bank credit facility and other facilities which may be entered into from time to
time,  as well as from the issuance of debt  securities  in the public  markets.
Accordingly,  HomeSide does not currently  anticipate that it will make sales of
servicing  rights to any significant  degree for the purpose of generating cash.
Nevertheless, in addition to its cash and mortgage loans held for sale balances,
HomeSide's portfolio of mortgage servicing rights provides a potential source of
funds to meet liquidity  requirements,  especially in periods of rising interest
rates when loan origination volume slows.  Repurchase agreements also provide an
alternative  to the  established  funding  sources for mortgages  held for sale.
Future cash needs are highly  dependent on future loan  production and servicing
results, which are influenced by changes in long-term interest rates.


Quantitative and Qualitative Market Risk

There have been no material  changes in the Company's market risk from September
30, 1999. For  information  regarding the Company's  market risk,  refer to Form
10-K for the fiscal year ended  September  30,  1999 of HomeSide  International,
Inc.

                           PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

HomeSide is a defendant in a number of legal  proceedings  arising in the normal
course of business.  HomeSide, in management's estimation, has recorded adequate
reserves in the financial statements for pending litigation.  Management,  after
reviewing all actions and  proceedings  pending  against or involving  HomeSide,
considers that the aggregate liability or loss, if any, resulting from the final
outcome of these  proceedings  will not have a material  effect on the financial
position of HomeSide.

In recent years,  the mortgage banking industry has been subject to class action
lawsuits  which  allege  violations  of federal and state laws and  regulations,
including the propriety of collecting and paying various fees and charges. Class
action  lawsuits  may be  filed  in the  future  against  the  mortgage  banking
industry.

ITEM 6. Exhibits and Reports on Form 8-K

         (a)   The following documents are filed as a part of this Report:

Number  Description

10.1   Trust under NAB Group - USA Deferred Compensation Plan
10.2   Second Amendment dated June 21, 2000 to Unsecured Revolving Credit
       Agreement between HomeSide Lending, Inc. and National Australia Bank Ltd.
10.3   Second Amended and Restated Renewal Promissory Note dated June 21, 2000
       between HomeSide Lending, Inc. and National Australia Bank, Ltd.
27     Financial Data Schedule


          (b)   Reports on form 8-K

        HomeSide filed no reports on Form 8-K during the quarter ended June 30,
          2000.



                                   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.


                           HomeSide International, Inc.
                           ----------------------------
                           (Registrant)

Date: August 14, 2000      By:   /s/__________________________
                                 Hugh R. Harris
                           President and Chief Operating Officer

Date: August 14, 2000      By:  /s/__________________________
                                    W. Blake Wilson
                           Executive Vice President and Chief Financial Officer
                           (Principal Financial and Accounting Officer)