SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

              Quarterly Report Pursuant to Section 13 or 15 (d) of
                       the Securities Exchange Act of 1934

                For the quarterly period ended September 30, 2000
                           Commission File No. 1-9874

                              HomeServices.Com Inc.
             (Exact name of registrant as specified in its charter)

                   Delaware                                 41-1945806
         (State or other jurisdiction of                  (I.R.S. Employer
         incorporation or organization)                   Identification No.)

         6800 France Ave. South, Suite 600, Edina, Minnesota        55435
               (Address of principal executive offices) (Zip Code)

       Registrant's telephone number, including area code: (612) 928-5900

           Securities registered pursuant to Section 12(b) of the Act:

                      Title of each class Name of exchange
                     Common Stock, $0.01 on which registered
                 par value ("Common Stock") Nasdaq Stock Market


         Securities registered pursuant to Section 12(g) of the Act: N/A

     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_____

     8,722,942 shares of Common Stock were outstanding on November 10, 2000.

<PAGE>

                                TABLE OF CONTENTS

Part I
   Item 1. Financial Statements............................................... 3
   Consolidated Balance Sheets................................................ 3
   Consolidated Statements of Income.......................................... 4
   Consolidated Statements of Cash Flows...................................... 5
   Notes to Consolidated Financial Statements................................. 6
   Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations................................................. 8

Part II
   Item 1. Legal Proceedings................................................. 13
   Item 2. Changes in Securities............................................. 13
   Item 3. Default on Senior Securities...................................... 13
   Item 4. Submission of Matters to a Vote of Security Holders............... 13
   Item 5. Other Information................................................. 13
   Item 6. Exhibits and Reports on Form 8-K.................................. 13

   Signatures................................................................ 14

   Exhibit Index............................................................. 15

<PAGE>

                                     Part I
Item 1.  Financial Statements

                              HOMESERVICES.COM INC.
                           Consolidated Balance Sheets
               (in thousands, except share and per share amounts)

                                                              As of    _________
                                                September 30,       December 31,
                                                    2000               2000
Assets                                           (Unaudited)
Current Assets:
Cash and cash equivalents                   $        16,203     $        10,318
Commissions and other trade receivables,
        net of allowance of $383 and $1,332          13,837               7,077
Mortgage loans held for sale                          5,333               2,974
Pending real estate sales contracts                       -                 673
Cash held in trust                                   10,477               6,549
Income taxes receivable                                   -                 534
Deferred income taxes                                 1,546               1,571
Other current assets                                  3,500               3,236
     Total current assets                            50,896              32,932

Other Assets:
Office property and equipment, net                   22,665              22,943
Intangible assets, net                              104,009             106,706
Other assets                                          3,872               4,077
     Total other assets                             130,546             133,726

Total Assets                                $       181,442     $       166,658

Liabilities and Stockholders' Equity
Current Liabilities:
Accounts and commissions payable            $        11,823     $         7,172
Accrued expenses                                     12,459              12,668
Payable to affiliates                                    85               1,042
Cash held in trust                                   10,477               6,549
Current portion of long-term debt                       616                 707
Income taxes payable                                  4,701                   -
Other current liabilities                             2,175                 862
     Total current liabilities                       42,336              29,000

Other Liabilities:
Long-term debt                                       36,880              48,110
Agent profit-sharing                                  6,561               6,282
Other noncurrent liabilities                            464                 914
     Total other liabilities                         43,905              55,306

     Total liabilities                               86,241              84,306

Commitments and contingencies (Note 4)

Stockholders' Equity:
Common stock, $0.01 par value, 38,000,000
        shares authorized; 10,422,942 shares
        issued and outstanding at September
        30, 2000 and December 31, 1999,
        respectively                                    104                 104
Additional paid-in capital                           78,705              78,705
Notes receivable                                       (397)               (651)
Accumulated other comprehensive income (loss)           (12)                (24)
Retained earnings                                    16,801               4,218
     Total stockholders' equity                      95,201              82,352

Total Liabilities and Stockholders' Equity  $       181,442     $       166,658


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

<PAGE>

                              HOMESERVICES.COM INC.
                        Consolidated Statements of Income
                    (in thousands, except per share amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                              Three Months Ended September 30,         Nine Months Ended September 30,
                                            ------------------------------------     ----------------------------------
                                            --------------- -- -----------------     --------------- --- --------------
                                                 2000                 1999                2000                  1999
                                            --------------      ---------------      --------------     ---------------
Revenues:
<S>                                         <C>                 <C>                  <C>                <C>
Commission revenue                          $      121,399      $       112,280      $      327,372     $       261,259
Title fees                                           6,265                6,116              16,644              16,760
Other                                                6,450                4,977              16,647              13,078
                                            --------------      ---------------      --------------     ---------------
Total Revenues                                     134,114              123,373             360,663             291,097
                                            --------------      ---------------      --------------     ---------------
Operating expenses:
Commission expense                                  85,823               78,324             229,373             180,409
Salaries and employee benefits                      15,992               15,829              48,727              40,101
Occupancy                                            5,263                4,860              16,759              13,886
Business promotion and advertising                   4,560                4,623              14,387              11,841
Other operating expenses                             6,219                6,264              19,699              17,990
Amortization of pending real
   estate               sales contracts                  -                2,157                 665               2,157
Depreciation and amortization                        2,791                2,357               8,300               6,075
                                            --------------      ---------------      --------------     ---------------
Total operating expenses                           120,648              114,414             337,910             272,459
                                            --------------      ---------------      --------------     ---------------
Other income (expense):
Interest income                                        343                  354                 868                 662
Interest expense                                      (503)              (1,128)             (2,240)             (3,211)
                                            --------------      ---------------      --------------     ---------------
Total other income (expense), net                     (160)                (774)             (1,372)             (2,549)
                                            --------------      ---------------      --------------     ---------------
Income before income taxes                          13,306                8,185              21,381              16,089

Income tax expense                                   5,433                3,320               8,798               6,598
                                            --------------      ---------------      --------------     ---------------
Net income                                  $        7,873      $         4,865      $       12,583     $         9,491
                                            ==============      ===============      ==============     ===============
Net income per share:
Basic                                       $         0.76      $          0.62      $         1.33     $          1.32
Diluted                                     $         0.74      $          0.62      $         1.19     $          1.32

Weighted average shares outstanding -
Basic                                               10,423                7,871               9,437               7,216
Weighted average shares outstanding -
Diluted                                             10,616                7,871              10,553               7,216


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

<PAGE>


                              HOMESERVICES.COM INC.
                      Consolidated Statements of Cash Flows
                                 (in thousands)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                             Nine Months Ended
                                                                                               September 30,
                                                                                    ----------------------------------
                                                                                    -------------       --------------
                                                                                         2000                1999
                                                                                    -------------       --------------
Cash flows provided by operating activities:
<S>                                                                                 <C>                 <C>
Net income                                                                          $      12,583       $        9,491
Adjustments to reconcile net income to net cash provided by operating activities:
    Depreciation and amortization                                                           8,300                6,075
    Amortization of pending real estate sales contracts                                       665                2,157
    Undistributed earnings in unconsolidated affiliates                                      (237)                (843)
    Loss (gain) on sale or disposal of office property and equipment                          434                   (2)
    Decrease in notes receivable                                                              254                   97
    Provision for deferred income taxes                                                     1,327                2,070
    Changes in assets and liabilities, net of effects from companies purchased:
        Commission and other trade receivables                                             (6,760)              (2,480)
        Mortgage loans held for sale                                                       (2,359)              11,865
        Income taxes receivable (payable)                                                   5,235                 (607)
        Payable to affiliates                                                                (957)
                                                                                                                     -
        Agent profit-sharing                                                                  279                   (5)
        Accounts and commissions payable and accrued expenses                               4,442                1,735
        Other assets and liabilities                                                          209                 (875)
                                                                                    -------------       --------------
Net cash provided by operating activities                                                  23,415               28,678

Cash flows used in investing activities:
Purchase of companies, net of cash and cash equivalents acquired                             (532)             (29,014)
Purchases of office property and equipment                                                 (5,492)              (6,778)
Purchases of held-to-maturity securities                                                     (215)                (290)
Other investing                                                                                60                  (54)
                                                                                    -------------       --------------
Net cash used in investing activities                                                      (6,179)             (36,136)

Cash flows (used in) provided by financing activities:
Payments of long term debt                                                                   (321)                (266)
Net change in revolving credit facility                                                   (11,000)               6,500
Proceeds from capital transactions                                                              -                8,500
Loan costs                                                                                    (30)                (494)
                                                                                    -------------       --------------
Net cash (used in) provided by financing activities                                       (11,351)              14,240

Net increase in cash and cash equivalents                                                   5,885                6,782
Cash and cash equivalents at beginning of period                                           10,318                3,114
                                                                                    -------------       --------------
Cash and cash equivalents at end of period                                          $      16,203       $        9,896
                                                                                    =============       ==============


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



HOMESERVICES.COM INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.       General:

HomeServices.Com  Inc. (the "Company" or "HomeServices")  was formed on July 13,
1999,  for the  purpose of merging  with  MidAmerican  Realty  Services  Company
("MidAmerican  Realty"). On October 7, 1999, the Company merged with MidAmerican
Realty. The accompanying  financial  statements include the financial  position,
results of operations and cash flows of HomeServices,  MidAmerican  Realty,  and
their  wholly  owned  subsidiaries  as if the Company was  consolidated  for all
periods  presented.  Approximately  70% of the  outstanding  common stock of the
Company (69% on a fully diluted basis) was owned by MidAmerican  Energy Holdings
Company ("MidAmerican Holdings") as of September 30, 2000.

In the opinion of management,  the accompanying unaudited consolidated financial
statements of HomeServices  contain all adjustments  (consisting  only of normal
recurring  accruals)  necessary to present  fairly the financial  position as of
September 30, 2000, the results of operations for the three month and nine month
periods  ended  September  30,  2000 and 1999 and cash  flows for the nine month
period ended  September 30, 2000 and 1999. The results of operations for periods
presented are not  necessarily  indicative of the results to be expected for the
full year.

2.       Comprehensive Income:

Comprehensive  income for the three months ended September 30, 2000 and 1999 was
$7,859,000  and  $4,866,000  net of tax,  respectively,  and for the nine months
ended  September 30, 2000 and 1999 was  $12,595,000  and  $9,467,000 net of tax.
Comprehensive  income  differs from net income  primarily  due to changes in the
fair market value of available-for-sale investment securities.

3.       Earnings Per Share:

Diluted  net income  per share  includes  the  dilutive  impact of common  stock
options  having prices less than the average market price of the common stock of
192,673 and 191,187 for the three  months and nine months  ended  September  30,
2000,  respectively.  In  addition,  there is a dilutive  impact  related to the
conversion  of 1,500  shares of preferred  stock to  1,500,000  shares of common
stock for the nine months ended September 30, 2000 of 925,182. For the three and
nine month periods  ended  September  30, 1999,  basic and dilutive  shares were
equal.

4.    Commitments and Contingencies:

In the  ordinary  course of  business,  HomeServices  and its  subsidiaries  are
involved in legal proceedings  incidental to their operations.  HomeServices and
its  subsidiaries  are not  currently  involved  in any legal  proceedings  that
management  believes  would have a material  adverse effect on the operations or
financial condition of HomeServices and its subsidiaries taken as a whole.

The J.C.  Nichols  Residential  asset purchase  agreement  provides for earn-out
payments of up to $500,000 per year based on  profitability  levels  achieved in
years 1999 and 2000.  No payment was due for the year ended  December  31, 1999.
Any obligation due for the year 2000 is to be paid within 60 days after year-end
and would be recorded as an additional cost of the acquisition.

The Long Realty stock purchase agreement provides for earn-out payments of up to
$1.5 million per year based on  profitability  levels achieved in years 1999 and
2000. A payment of $275,000 was made for the year ended  December 31, 1999,  and
recorded as an additional  cost of the  acquisition.  Any obligation due for the
year 2000 is to be paid in the first  quarter of 2001 and would also be recorded
as an additional cost of the acquisition.

The Champion Realty asset purchase agreement provides for an earn-out payment of
up to $400,000 based on EBITDA levels achieved for the year 2000. Any obligation
due is to be paid  within 120 days after  year-end  and would be  recorded as an
additional cost of the acquisition.
<PAGE>

5.        Accounting Pronouncement:

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  ("SFAS") No. 133,  "Accounting  for Derivative
Instruments  and  Hedging  Activities,"  which was  delayed  by SFAS No. 137 and
amended by SFAS No. 138. SFAS 133 establishes accounting and reporting standards
for  derivative  instruments  and for hedging  activities.  It requires  that an
entity  recognize  all  derivatives  as  either  assets  or  liabilities  in the
statement of financial  position and measure  those  instruments  at fair value.
This  statement  is effective  for the Company  beginning  January 1, 2001.  The
Company does not expect the adoption to have a material financial impact.

6.       Subsequent Event:

On October 12, 2000, the Company purchased  1,700,000 of its outstanding  common
shares  in a block  trade at a price of  $10.50  per  share.  As a result of the
transaction,  MidAmerican Holdings ownership increased to approximately 83.4% of
the Company's  outstanding  common stock.  The Company  obtained a waiver of the
restricted  payment  provisions  under its $75 million senior secured  revolving
credit agreement and agreed to reduce the amount of such facility to $65 million
to facilitate the purchase.


<PAGE>

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

Results of Operations

Results of operations of the Company are significantly  influenced by the timing
of when  entities are acquired.  The results of operations  reflect the revenues
and expenses of each of the entities from their respective dates of acquisition.

The Company's real estate brokerage business is subject to seasonal fluctuations
because  more home sale  transactions  tend to close during the second and third
quarters  of  the  year.  As a  result,  the  Company's  operating  results  and
profitability  are typically higher in the second and third quarters relative to
the remainder of the year.

Results of Operations of HomeServices for the Three Months and Nine Months Ended
September 30, 2000 and 1999

The following table presents selected consolidated financial data of the Company
as of and for the periods ended September 30, 2000 and 1999 (in thousands except
per share amounts).
<TABLE>
<CAPTION>

                            Three Months Ended September 30,                   Nine Months Ended September 30,
                     -----------------------------------------------    ----------------------------------------------
                             2000                      1999                     2000                     1999
                     ---------------------     ---------------------    ---------------------    ---------------------
Commission revenue
<S>                   <C>          <C>         <C>           <C>        <C>           <C>        <C>            <C>
                      $   121,399   90.5%      $   112,280    91.0%     $   327,372    90.8%     $   261,259    89.7%
Title fees                  6,265    4.7%            6,116     5.0%          16,644     4.6%          16,760     5.8%
Other                       6,450    4.8%            4,977     4.0%          16,647     4.6%          13,078     4.5%
                      -----------              -----------              -----------              -----------
Total revenues            134,114  100.0%          123,373   100.0%         360,663   100.0%         291,097   100.0%
                      -----------              -----------              -----------              -----------

Commission expense         85,823   64.0%           78,324    63.5%         229,373    63.6%         180,409    62.0%
All other operating
expenses                   32,034   23.9%           31,576    25.6%          99,572    27.6%          83,818    28.8%
Amortization of
pending real estate
sales contracts                 -       -            2,157     1.7%             665     0.2%           2,157     0.7%
Depreciation and
amortization                2,791    2.1%            2,357     1.9%           8,300     2.3%           6,075     2.1%
                      -----------              -----------              -----------              -----------
Total operating
expenses                  120,648   90.0%          114,414    92.7%         337,910    93.7%         272,459    93.6%
                      -----------              -----------              -----------              -----------

Other income
(expense), net               (160)  (0.1%)            (774)   (0.7%)         (1,372)   (0.4%)         (2,549)   (0.9%)
                      -----------              -----------              -----------              -----------
Income before
income taxes               13,306    9.9%            8,185     6.6%          21,381     5.9%          16,089     5.5%
Income tax expense          5,433    4.0%            3,320     2.7%           8,798     2.4%           6,598     2.2%
                      -----------              -----------              -----------              -----------
Net income            $     7,873    5.9%      $     4,865     3.9%     $    12,583     3.5%     $     9,491     3.3%
                      ===========              ===========              ===========              ===========
Net income per
share:
Basic                 $      0.76              $      0.62              $      1.33              $      1.32
                      ===========              ===========              ===========              ===========

Diluted               $      0.74              $      0.62              $      1.19              $      1.32
                      ===========              ===========              ===========              ===========
</TABLE>

Results of Operations of  HomeServices  for the Nine Months Ended  September 30,
2000

Revenues.  Total  revenues  for the nine months  ended  September  30, 2000 were
$360.7  million,  an  increase  of $69.6  million or 23.9%  compared to the same
period in 1999.  Total  revenue from  companies  acquired  during 1999 was $76.0
million and $14.1 million in the nine months ended  September 30, 2000 and 1999,
respectively.  Commission  revenue for the nine months ended  September 30, 2000
was $327.4 million or 90.8% of total  revenues,  an increase of $66.1 million or
25.3%  compared to the same period in 1999.  Commission  revenue from  companies
acquired  during  1999 was $73.6  million  and $14.1  million in the nine months
ended September 30, 2000 and 1999,  respectively.  Total closed transactions for
the nine months ended  September 30, 2000 were 67,778,  an increase of 10,420 or
18.2% primarily attributable to acquired companies. The average home sales price
increased  from  $149,600  in the first nine  months of 1999 to  $160,700 in the
first nine months of 2000, an increase of 7.4%. The  combination of the increase
in closed  transactions  and the higher  average home sales price  resulted in a
26.9% increase in closed transaction volume to $10.9 billion for the nine months
ended September 30, 2000 compared to the same period in 1999.

Title fees for the nine  months  ended  September  30,  2000 and 1999 were $16.6
million or 4.6% of total revenues,  and $16.8 million or 5.8% of total revenues,
respectively.  The decrease in title fees is due to the decline in the refinance
business  partially offset by the incremental title fees from a company acquired
in the fourth  quarter of 1999 and the addition of title services in two markets
in 2000.
<PAGE>

Other  revenues for the nine months ended  September 30, 2000 were $16.6 million
or 4.6% of total revenues,  an increase of $3.6 million or 27.3% compared to the
same period in 1999. The increase is primarily  attributed to an increase in the
brokerage administrative commission and mortgage origination fees.

Commission Expense. Commission expense from the real estate brokerage operations
for the nine months ended September 30, 2000 was $229.4 million,  an increase of
$49.0  million or 27.1%  compared  to the same period in 1999.  The  increase in
commission expense is due to higher volume of closed transactions resulting from
acquired  companies and higher percentage payouts to the agents due primarily to
higher sales  associate  productivity.  Commission  expense as a  percentage  of
commission  revenue increased from 69.1% for the nine months ended September 30,
1999 to 70.1% for the same period in 2000.

All Other Operating  Expenses.  All other operating expenses for the nine months
ended  September  30, 2000 were $99.6  million,  an increase of $15.8 million or
18.8% compared to the same period in 1999. All other operating  expenses include
expenses  such  as  salaries  and  employee  benefits,  occupancy  and  business
promotion  and  marketing.  The  increase is  primarily  attributed  to acquired
companies  and  to a  lesser  extent,  higher  activity  levels  related  to the
e-commerce initiatives.

Amortization  of Pending Real Estate Sales  Contracts.  Amortization  of pending
real estate sales contracts was $0.7 million for the nine months ended September
30, 2000  attributable  to the  acquisition of Champion Realty in December 1999.
Amortization  of pending  real estate sales  contracts  was $2.2 million for the
nine months ended  September 30, 1999  attributable  to the  acquisition of Paul
Semonin Realtors and Long Realty in July and August 1999, respectively.

Depreciation and Amortization. Depreciation and amortization for the nine months
ended September 30, 2000 was $8.3 million, excluding the amortization of pending
real estate sales  contracts,  an increase of $2.2 million or 36.6%  compared to
the same period in 1999, primarily attributed to companies acquired.

Other Income  (Expense),  Net. Other income  (expense),  net for the nine months
ended  September 30, 2000 and 1999 consisted  primarily of interest  expense and
interest  income.  Interest expense for the nine months ended September 30, 2000
was $2.2  million,  a decrease  of $1.0  million or 30.2%  compared  to the same
period in 1999. The decrease is attributed  primarily to lower  borrowings under
the revolving credit facility.

Income  Tax  Expense.  The  effective  tax rate was 40.8% and 40.6% for the nine
months ended  September 30, 2000 and 1999,  respectively.  The higher income tax
expense for the nine  months  ended  September  30, 2000 as compared to the same
period in 1999 is primarily due to higher pre-tax income.

Net Income.  Net income for the nine months ended  September  30, 2000 was $12.6
million, an increase of $3.1 million or 32.6% compared to the net income for the
same period in 1999.

Earnings Before Interest,  Taxes, Depreciation and Amortization (EBITDA) for the
nine  months  ended  September  30,  2000 and 1999 was $31.7  million  and $26.9
million,  respectively.  EBITDA is defined as net income  (loss)  before  income
taxes,   interest  and  other  income  (expense),   net,  and  depreciation  and
amortization including amortization of pending real estate sales contracts.
<TABLE>
<CAPTION>

                                                                             Nine Months Ended September 30,
                                                                    --------------------------------------------------
(in thousands)                                                               2000                       1999
                                                                    ------------------------    ----------------------
<S>                                                                 <C>                         <C>
Net income                                                          $         12,583            $         9,491
Income tax expense                                                             8,798                      6,598
Interest and other (income) expense, net                                       1,372                      2,549
                                                                    ------------------------    ----------------------
Operating income                                                              22,753                     18,638
Amortization of pending real estate sales contracts                              665                      2,157
Depreciation and amortization                                                  8,300                      6,075
                                                                    ------------------------    ----------------------
EBITDA                                                              $         31,718            $        26,870
                                                                    ========================    ======================
</TABLE>
<PAGE>

Results of Operations of  HomeServices  for the Three Months Ended September 30,
2000

Revenues.  Total  revenues for the three months  ended  September  30, 2000 were
$134.1 million, an increase of $10.7 million or 8.7% compared to the same period
in 1999. Total revenue from companies acquired during 1999 was $26.2 million and
$14.1  million  in  the  three  months  ended   September  30,  2000  and  1999,
respectively.  Commission  revenue for the three months ended September 30, 2000
was $121.4  million or 90.5% of total  revenues,  an increase of $9.1 million or
8.1%  compared to the same period in 1999.  Commission  revenue  from  companies
acquired  during 1999 was $25.2  million and $14.1  million in the three  months
ended September 30, 2000.  Total closed  transactions for the three months ended
September 30, 2000 were 24,499, an increase of 534 or 2.2% primarily  attributed
to companies  acquired.  The average home sales price increased from $154,600 in
the third  quarter of 1999 to $165,500 in the third quarter of 2000, an increase
of 7.1%. The combination of the increase in closed  transactions  and the higher
average  home sales  price  resulted in a 9.4%  increase  in closed  transaction
volume to $4.1 billion for the three months ended September 30, 2000 compared to
the same period in 1999.

Title fees for the three  months  ended  September  30,  2000 and 1999 were $6.3
million or 4.7% of total  revenues,  and $6.1 million or 5.0% of total revenues,
respectively.  The decrease in title fees as a percent of total  revenues is due
to title fee revenue in 1999 from refinance business being significantly  higher
than the  comparable  period in 2000  partially  offset by the addition of title
services in two markets in 2000.

Other  revenues for the three months ended  September 30, 2000 were $6.5 million
or 4.8% of total revenues,  an increase of $1.5 million or 29.6% compared to the
same period in 1999.  The  increase is  primarily  attributed  to an increase in
broker's administrative commission and mortgage origination fees.

Commission Expense. Commission expense from the real estate brokerage operations
for the three months ended September 30, 2000 was $85.8 million,  an increase of
$7.5  million or 9.6%  compared  to the same  period in 1999.  The  increase  in
commission expense is due to higher volume resulting from acquired companies and
higher percentage  payouts to the agents due primarily to higher sales associate
productivity. Commission expense as a percentage of commission revenue increased
from 69.8% for the three months ended  September  30, 1999 to 70.7% for the same
period in 2000.

All Other Operating Expenses.  All other operating expenses for the three months
ended September 30, 2000 were $32.0 million, an increase of $0.5 million or 1.5%
compared  to the same  period in 1999.  All  other  operating  expenses  include
expenses  such  as  salaries  and  employee  benefits,  occupancy  and  business
promotion and marketing.

Depreciation  and  Amortization.  Depreciation  and  amortization  for the three
months ended September 30, 2000 was $2.8 million, an increase of $0.4 million or
18.4%  compared  to the same period in 1999,  primarily  as a result of business
acquisitions.

Amortization  of Pending Real Estate Sales  Contracts.  Amortization  of pending
real  estate  sales  contracts  was $2.2  million  for the  three  months  ended
September 30, 1999  attributable to the acquisition of Paul Semonin Realtors and
Long Realty in July and August 1999, respectively.

Other Income (Expense),  Net. Other income  (expense),  net for the three months
ended  September  30, 2000 and 1999  consisted  primarily  of interest  expense.
Interest expense for the three months ended September 30, 2000 was $0.5 million,
a decrease of $0.6  million or 55.4%  compared  to the same period in 1999.  The
decrease is attributed to lower borrowings under the revolving credit facility.

Income Tax  Expense.  The  effective  tax rate was 41.1% and 41.0% for the three
months ended  September 30, 2000 and 1999,  respectively.  The higher income tax
expense for the three  months ended  September  30, 2000 as compared to the same
period in 1999 is primarily due to higher pre-tax income.

Net Income.  Net income for the three months ended  September  30, 2000 was $7.9
million, an increase of $3.0 million or 61.8% compared to the net income for the
same period in 1999.

Earnings Before Interest,  Taxes, Depreciation and Amortization (EBITDA) for the
three  months  ended  September  30,  2000 and 1999 was $16.3  million and $13.5
million,  respectively.  EBITDA is defined as net income  (loss)  before  income
taxes,   interest  and  other  income  (expense),   net,  and  depreciation  and
amortization including amortization of pending real estate sales contracts.
<PAGE>
<TABLE>
<CAPTION>

                                                                            Three Months Ended September 30,
                                                                    --------------------------------------------------
(in thousands)                                                               2000                       1999
                                                                    ------------------------    ----------------------
<S>                                                                 <C>                         <C>
Net income                                                          $          7,873            $         4,865
Income tax expense                                                             5,433                      3,320
Interest and other (income) expense, net                                         160                        774
                                                                    ------------------------    ----------------------
Operating income                                                              13,466                      8,959
Amortization of pending real estate sales contracts                                -                      2,157
Depreciation and amortization                                                  2,791                      2,357
                                                                    ------------------------    ----------------------
EBITDA                                                              $         16,257            $        13,473
                                                                    ========================    ======================
</TABLE>


Liquidity  and Capital  Resources

The Company's capital requirements consist primarily of working capital, capital
expenditures and acquisitions.  Historically, the Company has funded its working
capital  and  capital  expenditures  using  cash and cash  equivalents  on hand.
Acquisitions  have  historically  been financed  through the  Company's  initial
public offering,  borrowings  under its revolving  credit facility,  the private
placement of the 7.12% senior  notes,  loans from  MidAmerican  Energy  Holdings
Company  ("MidAmerican  Holdings"),  capital  contributions prior to the IPO and
cash on hand. The Company's cash and cash  equivalents  totaled $16.2 million as
of September 30, 2000.

The Company's cash provided by operating  activities was $21.9 million and $28.7
million for the nine months ended September 30, 2000 and 1999, respectively.  In
the first nine months of 1999, cash flows from mortgage loans held for sale were
positively  impacted by the timing of the sale of 1998  mortgage  loans  delayed
into 1999 due to  increased  mortgage  volume  and system  conversions  by major
investors in December  1998.  Certain of the Company's  mortgage  operations are
conducted  through  non-consolidated  affiliates.  For  the  nine  months  ended
September 30, 2000,  the company's  share of earnings from such  affiliates  was
$1,724,000, of which $1,487,000 was received as cash distributions.

The  Company's  cash used in  investing  activities  was $4.7  million and $36.1
million for the nine months ended September 30, 2000 and 1999, respectively. The
Company's cash used in investing  activities for the nine months ended September
30, 2000 were  primarily  attributable  to the  purchase of office  property and
equipment of $5.5 million.  The Company's cash used in investing  activities for
the nine months ended  September  30, 1999 were  primarily  attributable  to the
acquisition of Paul Semonin Realtors in July 1999 and Long Realty in August 1999
for $29.0 million collectively and the purchase of office property and equipment
of $6.8 million.

The  Company's  cash (used in)  provided  by  financing  activities  was ($11.4)
million and $14.2 million for the nine months ended September 30, 2000 and 1999,
respectively.  The  Company's  cash used in  financing  activities  for the nine
months ended 2000 was primarily a result of payments under the revolving  credit
agreement.  The  Company's  cash provided by financing  activities  for the nine
months ended 1999 was primarily a result of proceeds under the revolving  credit
agreement and a capital  contribution  from  MidAmerican  Holdings in connection
with the acquisition of Paul Semonin Realtors.

On October 12, 2000, the Company purchased  1,700,000 of its outstanding  common
shares in a block trade at a price of $10.50 per share.  The Company  obtained a
waiver of the restricted payment provisions under its $75 million senior secured
revolving  credit  agreement and agreed to reduce the amount of such facility to
$65 million to facilitate the purchase.

The Company believes that the cash flow from operations and available borrowings
under its $65 million  revolving credit  facility,  will be adequate to meet its
needs  for  working  capital,   capital  expenditures,   debt  service,  planned
acquisitions and the continued development of its e-commerce platform.  However,
future  acquisition  growth  may  result in the need to raise  additional  funds
through public or private financings or the formation of strategic ventures.

<PAGE>

New accounting pronouncements

In June 1998,  the  Financial  Accounting  Standards  Board issued  Statement of
Financial  Accounting  Standards  ("SFAS") No. 133,  "Accounting  for Derivative
Instruments  and  Hedging  Activities,"  which was  delayed  by SFAS No. 137 and
amended by SFAS No. 138. SFAS 133 establishes accounting and reporting standards
for  derivative  instruments  and for hedging  activities.  It requires  that an
entity  recognize  all  derivatives  as  either  assets  or  liabilities  in the
statement of financial  position and measure  those  instruments  at fair value.
This  statement  is effective  for the Company  beginning  January 1, 2001.  The
Company does not expect the adoption to have a material financial impact.


Forward-looking Statements

Certain information included in this report contains forward-looking  statements
made pursuant to the Private  Securities  Litigation Reform Act of 1995 ("Reform
Act"). Such statements are based on current expectations and involve a number of
known and unknown risks and  uncertainties  that could cause the actual  results
and  performance of the Company to differ  materially  from any expected  future
results or performance, expressed or implied, by the forward-looking statements.
In connection with the safe harbor provisions of the Reform Act, the Company has
identified   important  factors  that  could  cause  actual  results  to  differ
materially from such expectations,  including operating uncertainty, acquisition
uncertainty,  uncertainties  relating to economic and political  conditions  and
uncertainties regarding the impact of regulations,  changes in government policy
and  competition.  Reference  is  made  to  all of the  Company's  SEC  filings,
including  the Company's  Report on Form 8-K dated March 17, 2000,  incorporated
herein by  reference,  for a description  of certain risk  factors.  The Company
assumes  no  responsibility  to  update  forward-looking  information  contained
herein.


<PAGE>


                                     Part II

Item 1. Legal Proceedings

In the  ordinary  course of  business,  HomeServices  and its  subsidiaries  are
involved in legal proceedings  incidental to their operations.  HomeServices and
its  subsidiaries  are not  currently  involved  in any legal  proceedings  that
management  believes  would have a material  adverse effect on the operations or
financial condition of HomeServices and its subsidiaries taken as a whole.

Item 2.  Changes in Securities

Not applicable.

Item 3.  Default on Senior Securities

Not applicable

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

Not applicable.

Item 5.  Other information

None.

Item 6.  Exhibits and Reports on Form 8-K

(a)      See Exhibit Index.
(b)      Reports on Form 8-K - none.

<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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, in the City of Edina, State
of Minnesota, on this ___th day of November, 2000.

                                         HOMESERVICES.COM INC.

                                        By: /s/  Galen K. Johnson
                                                 Senior Vice President and
                                                 Chief Financial Officer



<PAGE>

                                  EXHIBIT INDEX


Exhibit                                                             Page
  No.                                                                No.

  27              Financial Data Schedule                            16