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 March 31, 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 May 15, 2000

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

<PAGE>




                              FINANCIAL INFORMATION

ITEM 1.  Financial Statements
<TABLE>
<CAPTION>

                          HOMESIDE INTERNATIONAL, INC.
                           CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                    (Dollars in Thousands, Except Share Data)

                                                             March 31, 2000       September 30, 1999
                                                          ---------------------   ----------------------
ASSETS

<S>                                                                 <C>                      <C>
Cash and cash equivalents                                           $  304,190               $  202,859
Mortgage loans held for sale, net                                      768,074                1,292,562
Mortgage servicing rights, net                                       4,035,323                3,488,957
Early pool buyout advances                                             211,879                  335,059
Accounts receivable, net                                               289,852                  255,759
Premises and equipment, net                                             75,269                   67,900
Goodwill, net                                                          645,710                  663,729
Other assets                                                            81,366                   84,530
                                                          ---------------------   ----------------------
Total Assets                                                        $6,411,663               $6,391,355
                                                          =====================   ======================
LIABILITIES AND STOCKHOLDER'S EQUITY

Accounts payable and accrued liabilities                            $  443,647               $  666,442
Notes payable                                                        3,170,602                2,899,304
Long-term debt                                                       1,268,035                1,331,292
Deferred income taxes, net                                             243,387                  220,775
                                                          ---------------------   ----------------------
Total Liabilities                                                    5,125,671                5,117,813
                                                          ---------------------   ----------------------

Stockholder's Equity:
Common stock:
     Common stock, $.01 par value, 100 shares authorized
       and 1 share issued and 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                                                       54,690                   42,240
                                                          ---------------------   ----------------------
Total Stockholder's Equity                                           1,285,993                1,273,542
                                                          ---------------------   ----------------------
Total Liabilities and Stockholder's Equity                         $ 6,411,663               $6,391,355
                                                          =====================   ======================

</TABLE>






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


<PAGE>

<TABLE>
<CAPTION>

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

                             (Dollars in Thousands)

                                                 For the Three        For the Three      For the Six          For the Six
                                                 Months Ended          Months Ended     Months Ended         Months Ended
                                                March 31, 2000        March 31, 1999   March 31, 2000       March 31, 1999
                                               ------------------    ----------------- ---------------- --- ----------------

REVENUES:

<S>                                                   <C>                  <C>               <C>                  <C>
Mortgage servicing fees                               $ 185,629            $ 144,450         $356,827             $278,627
Amortization of mortgage servicing rights              (102,659)             (96,830)        (200,187)            (180,488)
                                               ------------------    ----------------- ---------------- --- ----------------
    Net servicing revenue                                82,970               47,620          156,640               98,139

Interest income                                          30,107               50,423           66,272               96,598
Interest expense                                        (43,015)             (35,198)         (78,587)             (67,532)
                                               ------------------    ----------------- ---------------- --- ----------------
    Net interest revenue                                (12,908)              15,225          (12,315)              29,066

Net mortgage origination revenue                         21,900               41,639           38,908               79,925
Other income                                              1,248                  727            2,111                2,513
                                               ------------------    ----------------- ---------------- --- ----------------
    Total Revenues                                       93,210              105,211          185,344              209,643

EXPENSES:

Salaries and employee benefits                           25,870               33,814           55,688               68,328
Occupancy and equipment                                   7,719                6,697           16,269               13,144
Servicing losses on investor-owned loans
   and foreclosure-related expenses                        7,386               8,859           15,754               18,643
Goodwill amortization                                      8,974               8,959           17,948               17,878
Other expenses                                             9,315              15,939           22,676               32,397
                                               ------------------    ----------------- ---------------- --- ----------------
    Total Expenses                                        59,264              74,268          128,335              150,390

Income before income taxes                                33,946              30,943           57,009               59,253
Income tax expense                                        15,666              15,561           20,559               30,080
                                               ------------------    ----------------- ---------------- --- ----------------
Net income                                               $18,280             $15,382          $36,450              $29,173
                                               ==================    ================= ================ === ================

</TABLE>







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

<TABLE>
<CAPTION>


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

                             (Dollars in Thousands)

                                                                  For the Three     For the Three    For the Six      For the Six
                                                                  Months Ended      Months Ended     Months Ended     Months Ended
                                                                  March 31, 2000    March 31, 1999   March 31, 2000   March 31, 2000
                                                                  --------------   ---------------   --------------   --------------
CASH FLOWS  PROVIDED BY OPERATING ACTIVITIES:

<S>                                                                   <C>               <C>              <C>              <C>
Net income                                                            $  18,280         $  15,382        $  36,450        $  29,173
Adjustments to  reconcile  net  income to net cash  provided
  by operating activities:
  Amortization of mortgage servicing rights                             102,659            96,830          200,187          180,488
  Depreciation and amortization                                          11,546             9,637           23,029           19,174
  Servicing losses on investor-owned loans                                2,674             2,962            5,204            6,635
  Change in deferred income tax liability                                17,715            11,726           22,612           27,020
  Origination, purchase and sale of loans held for sale, net of
    repayments                                                          412,154           367,189          524,488          199,197
  Change in accounts receivable                                          (3,528)           32,897          (39,297)          37,339
  Change in other assets and accounts payable and accrued
    liabilities                                                         (45,909)           61,006          (54,545)         122,023
                                                                  --------------   ---------------   --------------   --------------
Net cash provided by operating activities                               515,591           597,629          718,124          621,049

CASH FLOWS USED IN INVESTING ACTIVITIES:

Purchase of premises and equipment, net                                  (7,192)           (5,855)         (13,443)         (12,313)
Acquisition of mortgage servicing rights                               (123,255)         (418,578)        (358,174)        (672,812)
Net purchase of risk management contracts                              (414,032)         (253,528)        (552,839)        (474,460)
Net early pool buyout reimbursements                                     28,184            33,700          123,180          306,252
                                                                  --------------   ---------------   --------------   --------------
Net cash used in investing activities                                  (516,295)         (644,261)        (801,276)        (853,333)

CASH FLOWS (USED IN) PROVIDED BY FINANCING ACTIVITIES:

Net (repayments to) borrowings from  banks                             (559,398)           41,000          (64,799)        (994,000)
Issuance of commercial paper, net of repayments                         318,743           (30,167)         336,097        1,278,200
Payment of debt issue costs                                                (249)              -             (2,371)             -
Repayment of long-term debt                                             (60,223)             (120)         (60,444)            (302)
Dividends paid to the Parent                                            -                     -            (24,000)         (30,533)
                                                                  --------------   ---------------   --------------   --------------
Net cash (used in) provided by financing activities                    (301,127)           10,713          184,483          253,365
Net (decrease) increase in cash and cash equivalents                   (301,831)          (35,919)         101,331           21,081
Cash and cash equivalents at beginning of period                        606,021            92,008          202,859           35,008
                                                                  --------------   ---------------   --------------   --------------
Cash and cash equivalents at end of period                            $ 304,190         $  56,089        $ 304,190        $  56,089
                                                                  ==============   ===============   ==============   ==============

Supplemental disclosure of cash flow information:

Interest paid                                                         $  43,063         $  67,029        $  75,489        $ 105,165
Income taxes paid                                                     $     -           $   3,833        $     -          $  18,786


</TABLE>





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

<PAGE>


                          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.

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  Holding 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 six month  periods ended March 31, 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 March 31, 2000,  margin deposits
amounted to approximately $237.1 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                                    358,174
Deferred hedge loss                          388,379
Amortization                                (200,187)
                                        ---------------
Balance, March 31, 2000                   $4,035,323
                                        ===============

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             6.29%                 6.28%
Commercial Paper                                          1,500,000             6.22%                 5.91%
National Australia Bank unsecured facility                1,440,602             6.44%                 6.10%
                                                  ----------------------
  Total, March 31, 2000                                 $ 3,170,602
                                                  ======================

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

</TABLE>

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 Floating
Rate Notes  during the three and six month  periods  ended  March 31,  2000 were
6.28% and 6.12%, respectively.

On  October  21,  1998,  HomeSide  Lending,  Inc.  established  a  $1.5  billion
commercial paper program. The program is supported by the Company's bank line of
credit and outstanding  commercial paper reduces available  borrowings under the
bank line of credit.  At March 31, 2000,  a total of $1.5 billion of  commercial
paper was  outstanding.  The weighted  average interest rate on commercial paper
outstanding  during the three and six month  periods  ended  March 31, 2000 were
5.91% and 5.81%, respectively.

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 March 31, 2000, there was no balance outstanding under this credit line.

On June 23, 1998,  HomeSide entered into an agreement for an unsecured revolving
credit  facility with the National.  The agreement was amended on June 22, 1999.
Under the credit  facility,  HomeSide can borrow up to $2.5 billion,  subject to
limits  imposed by  regulatory  authorities.  As of March 31,  2000,  Australian
financial  regulations limited the National's ability to lend funds to HomeSide,
a non-bank affiliate, to approximately $2.1 billion. Borrowings under the 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. At March 31, 2000, the amount outstanding under
this credit facility totaled $1.4 billion. The weighted average interest rate on
outstanding borrowings under this credit facility during the three and six month
periods ended March 31, 2000 were 6.10% and 5.94%, 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.  HomeSide 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 March 31, 2000 was
$130.0 million. The balance of the Parent Notes at March 31, 2000, including the
fair value  adjustment  resulting from the merger with the National,  was $144.4
million.

Medium-term notes

As of March 31, 2000,  outstanding  medium-term notes issued by HomeSide Lending
under  a  $2.568  billion  shelf  registration  statement  were as  follows  (in
thousands):

Issue Date           Outstanding Balance     Coupon Rate     Maturity Date

May 20, 1997            $   250,000             6.875%       May 15, 2000
June 30, 1997               200,000             6.875%       June 30, 2002
June 30, 1997                40,000             6.820%       July 2, 2001
July 1, 1997                 15,000             6.860%       July 2, 2001
July 31, 1997               200,000             6.750%       August 1, 2004
September 15, 1997           45,000             6.770%       September 17, 2001
April 23, 1998              125,000            5.7875%       April, 24, 2001
May 22, 1998                225,000             6.200%       May 15, 2003
                    ----------------------
  Total                 $ 1,100,000
                    ======================

At March 31, 2000, the total amount of medium-term  notes outstanding was $1,100
million,  made up of $125  million of  floating-rate  notes and $975  million of
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 six month  periods  ended  March 31,  2000,
including the effect of the interest rate swap agreements, were 6.13% and 6.00%,
respectively.

The balance of the medium-term notes at March 31, 2000, including the fair value
adjustment  resulting  from the merger with the National,  was $1.1 billion,  of
which $0.3 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 March 31,
2000,  including the fair value  adjustments  resulting from the merger with the
National, was $23.0 million.

6.       NEW ACCOUNTING STANDARDS

In June 1998,  the  Financial  Accounting  Standards  Board 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 Financial Accounting Standards Board 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." This  statement
deferred  the  effective  date of FAS 133 to fiscal  quarters  of  fiscal  years
beginning  after June 15, 2000.  Management has not yet determined the impact of
these statements on the financial statements of HomeSide.

10.      DIVIDENDS

On October 20, 1999,  the Company paid  dividends to the Parent in the amount of
$24.0 million.

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.

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  Holding 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.


HomeSide's  strategy  emphasizes  variable cost mortgage  origination,  low cost
servicing,  and  effective  risk  management.   Headquartered  in  Jacksonville,
Florida,  HomeSide  Lending  ranks as the 10th 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,
and Cendant Mortgage Company ("Cendant").

Operating  results for the three and six month  periods ended March 31, 2000 and
March  31,  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 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  eliminates  the fixed costs
associated with traditional mortgage branch offices.  Without the burden of high
fixed  cost  origination  overhead,  HomeSide  is well  positioned  to weather a
variety of interest rate environments.

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 March 31, 2000
and 1999 (in millions):
<TABLE>
<CAPTION>

                            For the Three        For the Three       For the Six         For the Six
                            Months Ended         Months Ended        Months Ended        Months Ended
                           March 31, 2000       March 31, 1999      March 31, 2000      March 31, 1999
                          ------------------    ----------------    ---------------     ---------------
<S>                                 <C>                  <C>                <C>                <C>
Correspondent                       $ 1,717              $5,296             $4,279             $10,594
Co-issue                              1,642               1,043              4,072               1,915
Broker                                  343               1,160                812               2,250
                          ------------------    ----------------    ---------------     ---------------
  Total wholesale                     3,702               7,499              9,163              14,759
Direct                                  129                 360                276                 683
                          ------------------    ----------------    ---------------     ---------------
  Total production                    3,831               7,859              9,439              15,442
Bulk acquisitions                     2,466              22,037              7,024              29,083
                          ------------------    ----------------    ---------------     ---------------
  Total production and

    acquisitions                     $6,297             $29,896             16,463             $44,525
                          ==================    ================    ===============     ===============
</TABLE>

Total loan  production,  excluding bulk  acquisitions,  was $3.8 billion for the
three months ended March 31, 2000  compared to $7.9 billion for the three months
ended March 31, 1999, a 51% decrease.  Loan  production was $9.4 billion for the
six months  ended  March 31, 2000  compared to $15.4  billion for the six months
ended March 31, 1999, a 39%  decrease.  The decreases  were  primarily due to an
increase  in  interest  rates that  resulted  in a  decrease  in the size of the
mortgage  origination  market.  Rising  interest  rates have caused the mortgage
origination  market to drop by half,  sparking  fierce pricing  competition  for
mortgage  production  as some  mortgage  originators  have reduced their pricing
margins in order to fill capacity.

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 six month  periods ended March 31, 2000,  refinances  were 22%
and 21%, respectively, of HomeSide's production volume, compared to 68% and 66%,
respectively, for the three and six month periods ended March 31, 1999.

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 34% of
HomeSide's  production volume for the six months ended March 31, 2000.  Homeside
completed  bulk  acquisitions  totaling $2.5 billion and $7.0 billion during the
three  and  six  month  periods  ended  March  31,  2000,   respectively.   Bulk
acquisitions totaled $22.0 billion and $29.1 billion for the three and six month
periods  ended  March  31,  1999,  respectively,  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.

HomeSide has also  significantly  expanded its use of  business-to-business  and
business-to-consumer  e-commerce  initiatives.  Internet  volume now contributes
approximately 18% of HomeSide's wholesale loan rate-lock activity.

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 $153 billion,  HomeSide  services the loans of approximately
1.7  million  homeowners  from  across the United  States  and is  committed  to
protecting the value of this important asset by a sophisticated  risk management
strategy.  HomeSide anticipates its low cost of servicing loans will continue to
maximize the bottom-line impact of its growing servicing  portfolio.  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 six month  periods  ended March 31, 2000 and 1999 (in
millions):
<TABLE>
<CAPTION>

                                     For the Three         For the Three         For the Six        For the Six
                                     Months Ended          Months Ended         Months Ended        Months ended
                                    March 31, 2000        March 31, 1999       March 31, 2000      March 31, 1999
                                   ------------------    ------------------ -- ---------------- -- ---------------
<S>                                        <C>                   <C>                 <C>                <C>
Balance at beginning of period             $ 150,735             $ 118,797           $ 145,552          $ 115,800
   Additions, net                              6,227                29,479              16,384             43,147
   Scheduled amortization                      1,045                   780               2,083              1,552
   Prepayments                                 3,112                 7,563               6,802             17,149
   Foreclosures                                  304                   280                 550                593
                                   ------------------    ------------------ -- ---------------- -- ---------------
       Total reductions                        4,461                 8,623               9,435             19,294
                                                         ------------------ -- ---------------- -- ---------------
                                   ------------------
Balance at end of period                   $ 152,501             $ 139,653           $ 152,501          $ 139,653
                                   ==================    ================== == ================ == ===============
</TABLE>

The  number  of loans  serviced  at March 31,  2000 was  1,726,192  compared  to
1,640,279  at March 31,  1999.  HomeSide's  strategy  is to build  its  mortgage
servicing   portfolio  by   concentrating  on  variable  cost  loan  origination
strategies,  and as a result, benefit from improved economies of scale. A key to
HomeSide's  future growth is its  proprietary  servicing  software.  This system
allows  HomeSide  to double the number of loans  typically  serviced on a single
system.  At March 31, 2000,  substantially  all of the  servicing  portfolio was
serviced on the proprietary system.

Results of Operations

For the three  months  ended March 31, 2000  compared to the three  months ended
March 31, 1999

   Summary

HomeSide's net income  increased 19% to $18.3 million for the three months ended
March 31, 2000,  compared to $15.4  million for the three months ended March 31,
1999.   HomeSide's  net  income,   excluding  goodwill   amortization  from  the
acquisition of HomeSide by the National,  was $27.3 million for the three months
ended March 31,  2000,  compared to $24.3 for the three  months  ended March 31,
1999.  Total  revenues  for the three  months  ended  March 31,  2000 were $93.2
million compared to $105.2 million for the three months ended March 31, 1999, an
11% decrease.  An increase in net  servicing  revenue was offset by decreases in
net interest revenue and net mortgage origination revenue. Net servicing revenue
increased  74% for the three months  ended March 31, 2000  compared to the three
months  ended March 31,  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 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. Income tax expense increased as a result of an
increase in net income,  partially  offset by 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 $83.0  million for the three  months ended March 31,
2000  compared to $47.6 million for the three months ended March 31, 1999, a 74%
increase.  Net  servicing  revenue is  comprised  of  mortgage  servicing  fees,
ancillary servicing revenue, and amortization of mortgage servicing rights.

Mortgage  servicing  fees  increased 29% to $185.6  million for the three months
ended March 31, 2000 compared to $144.5 million for the three months ended March
31, 1999,  primarily as a result of portfolio  growth.  The servicing  portfolio
increased  $12.8 billion to $152.5  billion at March 31, 2000 compared to $139.7
billion at March 31, 1999, a 9% 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
7.48% and 7.55% at March 31, 2000 and 1999,  respectively.  The weighted average
servicing  fee,  including  ancillary  income,  for the servicing  portfolio was
0.491% for the three  months  ended  March 31,  2000  compared to 0.471% for the
three  months  ended  March 31,  1999.  The  increase  in the  weighted  average
servicing  fee was due to a change in the mix such that the portfolio is made up
of loans with higher  service fees and to a  refinement  in the  calculation  of
accrued late charges.

Amortization  expense was $102.7  million for the three  months  ended March 31,
2000  compared to $96.8  million for the three months ended March 31, 1999, a 6%
increase.  Amortization expense increased mainly as a result of a higher average
balance of mortgage  servicing rights during the quarter,  partially offset by a
decrease in the  amortization  rate.  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  ($12.9) million for the three months ended March
31, 2000  compared to $15.2  million for the three  months ended March 31, 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 $21.9  million for the three months ended
March 31, 2000  compared to $41.6  million for the three  months ended March 31,
1999.  The  decrease  was  primarily  due to a decrease  in  production  volumes
resulting from the rising interest rate environment.  Rising interest rates have
caused the mortgage  origination market to drop by half, sparking fierce pricing
competition for mortgage  production as some mortgage  originators  have reduced
their pricing margins in order to fill capacity.

   Other Income

Other income for the three months ended March 31, 2000 was $1.2 million compared
to $0.7 million for the three months ended March 31, 1999, a 72% increase.  This
increase  is  primarily  due to revenue  associated  with  services  provided to
National Australia Bank.

   Salaries and Employee Benefits

Salaries and employee  benefits  expense was $25.9  million for the three months
ended March 31, 2000  compared to $33.8 million for the three months ended March
31, 1999, a 23% decrease.  The average number of full-time  equivalent employees
was 2,474 for the three  months  ended March 31, 2000  compared to 2,647 for the
three  months  ended March 31,  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.

   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 March 31, 2000 was $7.7  million  compared to $6.7 million for the
three months ended March 31, 1999, a 15%  increase.  The increase in expense was
primarily due to additional leased space and technology related assets necessary
to support the growth in the mortgage servicing portfolio.

   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 $7.4 million for the three months ended March 31, 2000  compared to $8.9
million for the three  months  ended March 31,  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 March 31,
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:

                        Servicing Portfolio Delinquencies

                             (percent by loan count)

                                                 March 31, 2000   March 31, 1999
                                                 --------------   --------------
Servicing Portfolio Delinquencies, excluding
  bankruptcies (at end of period)
          30 days                                     2.23%            2.85%
          60 days                                     0.48%            0.56%
          90+ days                                    0.55%            0.57%
                                                 --------------   --------------
               Total past due                         3.26%            3.98%
                                                 ==============   ==============
          Foreclosures pending                        0.52%            0.77%
                                                 ==============   ==============
 Weighted average portfolio age in months             54.6             46.5


   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 $9.3  million for the three  months  ended March 31, 2000,
compared to $15.9  million for the three  months  ended  March 31,  1999,  a 42%
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 for both of the three month periods ended
March 31, 2000 and 1999.

   Income Tax Expense

HomeSide's income tax expense was $15.7 million for the three months ended March
31, 2000  compared to $15.6  million for the three  months ended March 31, 1999.
The effective  income tax rates for the three month periods ended March 31, 2000
and 1999 were 46% and 50%,  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.

Results of Operations

For the six months  ended March 31, 2000  compared to the six months ended March
31, 1999

   Summary

HomeSide's  net income  increased  25% to $36.5 million for the six months ended
March 31,  2000,  compared to $29.2  million for the six months  ended March 31,
1999.   HomeSide's  net  income,   excluding  goodwill   amortization  from  the
acquisition  of HomeSide by the  National,  was $54.4 million for the six months
ended March 31, 2000, compared to $47.1 for the six months ended March 31, 1999.
Total  revenues  for the six months  ended March 31,  2000 were  $185.3  million
compared  to $209.6  million  for the six months  ended  March 31,  1999,  a 12%
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 60% for the six months ended March 31, 2000 compared
to the six months  ended  March 31,  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 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.  Income tax
expense  decreased  as a result of 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 $156.6 million for the six months ended March 31, 2000
compared  to $98.1  million  for the six  months  ended  March 31,  1999,  a 60%
increase.  Net  servicing  revenue is  comprised  of  mortgage  servicing  fees,
ancillary servicing revenue, and amortization of mortgage servicing rights.

Mortgage servicing fees increased 28% to $356.8 million for the six months ended
March 31,  2000  compared to $278.6  million for the six months  ended March 31,
1999,  primarily  as a result  of  portfolio  growth.  The  servicing  portfolio
increased  $12.8 billion to $152.5  billion at March 31, 2000 compared to $139.7
billion at March 31, 1999, a 9% 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
7.48% and 7.55% at March 31, 2000 and 1999,  respectively.  The weighted average
servicing  fee,  including  ancillary  income,  for the servicing  portfolio was
0.479% for the six months  ended March 31,  2000  compared to 0.468% for the six
months ended March 31, 1999. The increase in the weighted average  servicing fee
was due to a change in the mix such that the  portfolio is made up of loans with
higher  service  fees and to a  refinement  in the  calculation  of accrued late
charges.

Amortization  expense was $200.2 million for the six months ended March 31, 2000
compared to $180.5  million  for the six months  ended  March 31,  1999,  an 11%
increase.  Amortization expense increased mainly as a result of a higher average
balance of mortgage  servicing rights during the quarter,  partially offset by a
decrease in the  amortization  rate.  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 ($12.3) million for the six months ended March 31,
2000  compared to $29.1  million for the six months  ended March 31,  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 $38.9  million for the six months  ended
March 31,  2000  compared to $79.9  million  for the six months  ended March 31,
1999.  The  decrease  was  primarily  due to a decrease  in  production  volumes
resulting from the rising interest rate environment.  Rising interest rates have
caused the mortgage  origination market to drop by half, sparking fierce pricing
competition for mortgage  production as some mortgage  originators  have reduced
their pricing margins in order to fill capacity.

   Other Income

Other income for the six months  ended March 31, 2000 was $2.1 million  compared
to $2.5 million for the six months ended March 31,  1999,  a 16%  decrease.  The
decrease is primarily due to decreases in tax service  revenues  associated with
the decrease in production.

   Salaries and Employee Benefits

Salaries  and  employee  benefits  expense was $55.7  million for the six months
ended March 31, 2000  compared to $68.3  million for the six months  ended March
31, 1999, a 19% decrease.  The average number of full-time  equivalent employees
was 2,513 for the six months ended March 31, 2000  compared to 2,572 for the six
months ended March 31, 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.

   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 six
months ended March 31, 2000 was $16.3 million  compared to $13.1 million for the
six months  ended March 31, 1999,  a 24%  increase.  The increase in expense was
primarily due to additional leased space and technology related assets necessary
to support the growth in the mortgage servicing portfolio.

   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  $15.8 million for the six months ended March 31, 2000 compared to $18.6
million  for the six  months  ended  March 31,  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 March 31,
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:

                        Servicing Portfolio Delinquencies

                             (percent by loan count)

                                               March 31, 2000     March 31, 1999
                                               --------------     --------------
Servicing Portfolio Delinquencies, excluding
  bankruptcies (at end of period)
          30 days                                     2.23%             2.85%
          60 days                                     0.48%             0.56%
          90+ days                                    0.55%             0.57%
                                               --------------     --------------
               Total past due                         3.26%             3.98%
                                               ==============     ==============
          Foreclosures pending                        0.52%             0.77%
                                               ==============     ==============
Weighted average portfolio age in months              54.6              46.5


   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 $22.7  million for the six months  ended  March 31,  2000,
compared  to $32.4  million  for the six  months  ended  March 31,  1999,  a 30%
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 $18.0  million  and $17.9  million for the six month
periods ended March 31, 2000 and 1999, respectively.

   Income Tax Expense

HomeSide's  income tax expense was $20.6  million for the six months ended March
31, 2000 compared to $30.1 million for the six months ended March 31, 1999.  The
effective  income tax rates for the six month  periods  ended March 31, 2000 and
1999 were 36% and 51%,  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.  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.

During the three months ended March 31, 2000,  HomeSide utilized options on U.S.
Treasury bond and note futures, U.S. Treasury bond futures,  Eurodollar futures,
options on 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 March 31, 2000,  deferred  losses on risk  management  contracts  resulted in
cumulative net deferred hedge losses of $846.2 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  three  months  ended  March  31,  2000 is as  follows  (in
thousands):

         Net deferred hedge balance at September 30, 1999         $ (494,743)
         Net deferred hedge loss                                    (388,379)
         Amortization of deferred hedge losses                        36,962
                                                                ----------------
         Net deferred hedge balance at March 31, 2000             $ (846,160)
                                                                ================

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 March 31, 2000 was  $(135.8)  million.  This amount is
comprised  of  interest  rate  swaps,  caps and  swaptions  with a fair value of
$(182.8)  million,  partially  offset by options on U.S.  Treasury bond and note
futures,  Eurodollar futures, options on Eurodollar futures, options on mortgage
pass-throughs  and  mortgage  pass-throughs  with a fair  market  value of $47.0
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 provided by operations  for the quarters  ended March 31, 2000 and 1999
were  $515.6  million and $597.6  million,  respectively.  Net cash  provided by
operations  for the six month  periods ended March 31, 2000 and 1999 were $718.1
million and $617.9  million,  respectively.  Cash  provided  from  servicing fee
income,  loan sales and principal  repayments was partially  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 March 31, 2000 and
1999 were $516.3  million  and $644.3  million,  respectively.  Net cash used in
investing  activities  for the six month  periods  ended March 31, 2000 and 1999
were $801.3  million and $853.3  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 used in financing  activities  for the quarter ended March 31, 2000 was
$301.1 million.  Net cash provided by financing activities for the quarter ended
March 31, 1999 was $10.7 million.  Net cash provided by financing activities for
the six month  periods  ended March 31,  2000 and 1999 were  $184.5  million and
$256.5 million, respectively.  Cash was provided by borrowings from the National
and the issuance of 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 March 31, 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.

Year 2000

General.  In common with many business users of computers  around the world, the
Company  established a program  designed to minimize the impact of the change to
2000  (including  Leap Day 2000) on the Company and its customers.  The Board of
Directors  made the work  associated  with the change to 2000 a key priority for
management.  As of the date of this filing,  the Company has encountered no Year
2000 or Leap Day issue.

The  Company  began  its   information   technology  Year  2000  assessment  and
remediation  efforts  in the third  quarter  of  calendar  year  1996  under the
sponsorship  of its  executive  management.  A formal,  enterprise-wide  program
commenced in January 1998. The Year 2000 issue was identified as a top priority.
The Company's  executive  management  and Board of Directors  were provided with
frequent detailed updates. The Company dedicated resources to assess, repair and
test programs, applications, equipment and facilities. The Company established a
Year 2000 Program Office that  coordinated  the  preparations  for the change to
2000 with each  business  unit  throughout  the  Company.  The Year 2000 Program
Office  discontinued its efforts on March 31, 2000.  Residual Year 2000 risk was
delegated to individual business units for ongoing monitoring and management.

The Company's  strategy for  addressing  Year 2000 focused on four teams,  which
together  addressed  all  aspects of the  Company's  business.  The  Information
Technology  team  addressed  all  of  the  Mainframe,   LAN  and  client  server
applications.  The End User  Computing (or Business) team addressed the business
risks within each of the operating departments,  including facilities' risk. The
Enterprise  team  addressed  the  corporate-wide  risks  posed by the Year 2000,
including business  continuity planning to be implemented by individual business
units. Finally, the Year 2000 Program Office coordinated the Company's Year 2000
readiness  efforts and was responsible for  communications,  vendor  management,
project documentation and reporting.  The Company's Year 2000 Program Office and
overall Year 2000 Program  were  managed by a Year 2000 Program  Director  whose
full-time resources and responsibilities were dedicated to this effort under the
sponsorship  of  the  President  and  Chief  Operating  Officer  and  the  Chief
Information Officer.

Throughout  all phases of the Year 2000  Program the goal of the Year 2000 teams
was to complete all required  work while  minimizing  disruption  to the current
service  delivery levels of the Company.  Central  management of the project was
executed  using  fully  dedicated  staff  with  high  levels of  subject  matter
knowledge.  In order to speed the  assessment  and  remediation  aspects  of the
mainframe and client server IT projects,  a factory philosophy was adopted using
Paragon Computer Professionals, Inc. as the primary outsourcer. Contractors were
used internally where subject matter expertise was not required.

State of Readiness.  The Company's  approach to preparing for the change to 2000
included a standard set of methods and tools,  customized  as applicable to each
team, to coordinate and drive the project to completion.  The approach consisted
of six phases:

Assessment  - Defining  each system and process to  determine  if there are date
dependencies  and  how  to  resolve  them.  For  business  continuity  purposes,
assessment included identifying event and dependency risk.

Remediation  -  Implementing  the  steps  identified  in the  assessment  phase,
including code remediation and development of contingency plans.

Testing - Developing and implementing test plans to determine if remediated code
was correct and assurance testing of business continuity plans.

Implementation  - Moving all approved  changes from testing into  production and
execution of contingency plans as was required.

Check-Off - Formally acknowledging that each process has been implemented and is
functioning correctly.

Clean   Management  -  Employing   procedures   and  practices  to  prevent  the
reintroduction  of non-compliant  applications,  products and processes into the
operating environment, once Check-Off was completed.

The  Company's  Information  Technology  and Business  Teams'  assessment of the
Company's systems and business  processes for Year 2000  vulnerability  included
substantially all hardware and software systems, embedded systems, buildings and
equipment,  and business processes. The assessment also included a review of the
Company's  dependencies  on third  parties,  including  vendors,  suppliers  and
customers.

The Company  established in its Year 2000 Program  certain key milestones and an
internal  timetable  for  the  change  to 2000 in  line  with  or  ahead  of its
regulator's  suggested  completion dates for core systems.  All of the Company's
key milestones were either completed or substantially  completed by the assigned
target dates.

The Company's two most critical  business  applications are its primary mortgage
servicing  software  systems:   MSP  (licensed  from  and  supported  by  Alltel
Information Services, Inc.) and ALSS (a proprietary software system supported by
the  Company).  As to  these  two  systems,  assessment,  remediation,  testing,
implementation  and check-off  were completed on time, the systems were returned
to production and clean management procedures were implemented.

The  Company's  Year 2000  Program  also  addressed  end-user  computing  issues
presented by the Year 2000 change. As to end-user  computing issues (systems and
business  processes  other than  information  technology  systems),  assessment,
remediation,  testing,  implementation  and check-off were completed on time and
clean management procedures were implemented.

Beginning  September 30, 1999,  the emphasis of the Company's  Year 2000 Program
was on continued  assurance  testing,  finalization,  refinement  and testing of
transition  plans,  monitoring of Year 2000  readiness  efforts by the Company's
customers,   vendors  and  other  third   parties  with  whom  the  Company  has
relationships,  and clean  management  of systems  and  processes.  The  Company
successfully  developed  and  implemented  a  Clean  Management  Strategy  on  a
Company-wide basis.

The Company was concerned  that third parties on which the Company  relies would
not complete their Year 2000 programs on time or that Year 2000 failures by such
third parties would have a material  adverse effect on the Company's  results of
operations.  The Company  conducted  ongoing reviews of the Year 2000 efforts of
its mission critical vendors, customers and service providers. As of the date of
filing, the Company has not experienced any material disruptions in service from
any of its  vendors,  customers  or service  providers  as a result of Year 2000
issues.

The Company  conducted  ongoing  reviews of the Year 2000 efforts of its mission
critical vendors, customers and service providers through December 31, 1999. The
Company  identified a number of mission  critical  third parties whose Year 2000
failure may  reasonably  be expected  to have a material  adverse  impact on the
Company's  results of operations.  Examples of such third parties  include:  the
Company's primary software  licensor,  Alltel  Information  Services,  Inc.; the
Company's  sole provider of insurance  processing  services;  the Company's sole
provider of tax payment services; and the Company's sole provider of foreclosure
services.  Catastrophic  failure by any of these  parties  would have a material
adverse effect on the Company. The Company targeted these mission critical third
parties for particular  scrutiny  regarding their preparations for the change to
2000. That process continued through the first quarter of 2000.

Transition Planning. The Company developed a corporate-wide Year 2000 Transition
Strategy to identify and prepare for specific  issues and risks  associated with
the period of October 1, 1999  through  March 31,  2000.  The  objective  of the
Company in transition planning is to ensure a Company-wide  capability to manage
internal and externally generated events as and when they might arise.

As part of the Company's  Transition planning and overall Year 2000 Program, the
Company  established a moratorium period using a scaled  implementation  plan to
restrict the introduction of minor,  significant and major changes to systems or
business  processes.  The moratorium period did not impair the Company's ability
to  conduct  its  core  businesses  and meet the  needs  of its  customers.  The
Company's Year 2000 Program  continued through March 31, 2000 with the following
activities:

     Monitoring and verification  activities  surrounding  business  information
     systems;

     Implementation of maintenance  programs  associated with the system changes
     made to manage the date change to 2000;

     Working with  customers and  suppliers  regarding any impacts they may have
     sustained as a result of the date change to 2000; and

     Completing a formal  post-implementation review of the Year 2000 Program to
     assess achievements and lessons learned.

Risks.  The  Company's  risk  management  office was  actively  involved  in the
Company's Year 2000 Program.  The Company  determined  that the most  reasonably
likely worst case Year 2000  scenario,  disregarding  the Company's  remediation
efforts  and  contingency  planning,  was:  (i) a failure in its loan  servicing
software  and/or  systems,  or (ii) a failure by one of the  Company's key third
party providers.  Either such failure would have resulted in material disruption
in  the  Company's  operations  possibly  preventing  it  from  discharging  its
contractual  obligations  to service  mortgage  loans in an accurate  and timely
fashion. The Company did not experience any such disruption.

There is ongoing Year 2000 risk following the century rollover. This risk arises
from, among other things, maturation of pivot dates in windowing and inferencing
solutions used to address the Year 2000 issue,  and as yet  unrevealed  problems
with system preparedness and data integrity.

Contingency  Planning.  The  Company's  Year  2000  Program  was  based  on  the
assumption  that 100% impact coverage is neither  feasible nor practical.  It is
possible that the Company or third parties on which the Company depends may have
unplanned system  difficulties  following the date of this filing as a result of
the  transition  through  2000  or  Leap  Day,  or that  third  parties  may not
successfully manage the change to 2000 or Leap Day; therefore,  an integral part
of the Company's Year 2000 Program was the  development of contingency  plans in
anticipation of systems or third party failure.

The  Company's  contingency  plans were  reviewed and approved by the  Company's
Program Office and executive  management and, where possible,  tested. Given the
potential  scope of Year 2000 events,  it is possible that despite  considerable
planning,  the Company's  business  continuity plans for the date change to 2000
may only assist in the  reduction  of the degree of  disruption  rather than its
avoidance.  However,  the Company is  encouraged  by the absence of any material
adverse  impacts by the century  rollover or Leap Day and no  contingency  plans
have been invoked to date.

Cost of Year 2000 Efforts.  As described above, the Company conducted a thorough
Year 2000  program,  covering  all  aspects of its  business,  to ensure that it
successfully  managed the change to 2000.  The Company  presently  estimates its
total Year 2000  costs  were $12.3  million.  The  Company  does not  anticipate
incurring  any Year 2000  expenses  after March 31,  2000.  The Company does not
separately track the indirect costs incurred in its Year 2000 program.

For the quarter ended March 31, 2000, the Company incurred  expenditures of $ .4
million,  primarily  associated  with  employee  retention  efforts,  transition
planning and maintenance of its Year 2000 Program Office.

The Company  expensed  its  remediation  costs as they were  incurred,  with the
exception of new hardware and software  purchases,  which were capitalized.  The
source of funds for Year 2000  remediation was operating  income of the Company.
The percentage of the Company's  information  technology  budget devoted to Year
2000 efforts in the quarter ended March 31, 2000 was  approximately  2.17%.  The
Company is unable to readily  determine the cost of replacement of non-compliant
systems  that  are  being  replaced  in the  ordinary  course  of  business.  No
significant  information technology projects have been deferred due to Year 2000
efforts.

The Company's  original  Year 2000 budget of $15 million,  later revised to 13.5
million and further  revised to $12.4 million,  were each based on  management's
best  estimates and did not take into account any Year  2000-related  claims for
loss or damage that may be asserted against the Company by third parties. Actual
costs were less than budget primarily  because of lower than  anticipated  costs
associated with third party repair,  employee  retention and transition  related
activities for the rollover weekend and Leap Day.

The foregoing  disclosure is furnished in response to and in compliance with the
Statement  of the  Commission  Regarding  Disclosure  of Year  2000  Issues  and
Consequences by Public Companies, Investment Advisers, Investment Companies, and
Municipal Securities Issuers, Securities Act Rel. No. 33-7448 (July 30, 1998).

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 document is filed as a part of this Report:

Number            Description

10.1 Articles of Merger of HomeSide Holdings,  Inc. Into HomeSide Lending,  Inc.

10.2 Plan of Merger by and between HomeSide Holdings, Inc. and HomeSide Lending,
     Inc.

27   Financial Data Schedule

 (b)   Reports on form 8-K

HomeSide filed no reports on Form 8-K during the quarter ended March 31, 2000.


<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.

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

Date: May 15, 2000        By:   /s/______________________
                                   Joe K. Pickett
                          Chairman of the Board, Chief Executive Officer
                                   and Director (Principal Executive Officer)

Date: May 15, 2000        By:  /s/_______________________
                                   W. Blake Wilson
                          Executive Vice President, Chief Financial Officer
                                   (Principal Financial and Accounting Officer)