UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 _______________ FORM 8-K CURRENT REPORT~~

Maryland	001-14103	52-2063921
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
	125 West 55th Street New York, New York Canada 10019
	(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code: (212) 632-8580

SECURITIES AND EXCHANGE COMMISSION

~~Item~~Washington, DC 7.20549 ~~Exhibits~~

Exhibit Number	Description
10.32	Mortgage Loan Assignment Agreement (Series 1 Loan) dated as of December 16, 2002 among NB Finance, Ltd., NB Capital Corporation and National Bank of Canada
10.33	Mortgage Loan Assignment Agreement (Series 2 Loan) dated as of December 16, 2002 among NB Finance, Ltd., NB Capital Corporation and National Bank of Canada
10.34	Promissory Note representing $26,428,546.27 executed by NB Finance, Ltd. in favor of NB Capital Corporation, dated as of December 16, 2002
10.35	Promissory Note representing $25,625,622.62 executed by NB Finance, Ltd. in favor of NB Capital Corporation, dated as of December 16, 2002

FORM 8-K

~~SIGNATURES~~CURRENT REPORT

Pursuant to ~~the~~Section 13 ~~requirements~~OR 15(d) of the Securities Exchange Act of ~~1934,~~ ~~the registrant has duly caused this report to be signed on its behalf by~~1934 ~~the undersigned thereunto duly authorized.~~

NBDate of Report ~~CAPITAL~~(Date ~~CORPORATION~~of earliest event reported): January 1, 2008

~~Date~~NB Capital ~~June 3, 2003 /s/ Donna Goral Donna Goral Director~~Corporation

~~EXHIBIT~~(Exact Name ~~INDEX~~of Registrant as Specified in Charter)

Exhibit Number	Description
Maryland	001-14103	52-2063921
10.32	Mortgage Loan Assignment Agreement (Series 1 Loan) dated as of December 16, 2002 among NB Finance, Ltd., NB Capital Corporation and National Bank of Canada
(State or other jurisdiction	(Commission File Number)	(IRS Employer
10.33	Mortgage Loan Assignment Agreement (Series 2 Loan) dated as of December 16, 2002 among NB Finance, Ltd., NB Capital Corporation and National Bank of Canada
of incorporation)	Identification No.)
10.34	Promissory Note representing $26,428,546.27 executed by NB Finance, Ltd. in favor of NB Capital Corporation, dated as of December 16, 2002
10.35	Promissory Note representing $25,625,622.62 executed by NB Finance, Ltd. in favor of NB Capital Corporation, dated as of December 16, 2002

65 East 55th Street, New York, New York	10022
(Address of principal executive office)	(Zip Code)

Registrant’s telephone number, including area code: 212-632-8697

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.135-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On January 1, 2008, NB Capital Corporation (the “Company”) amended its Deposit Agreement, dated March 1998 (the “Deposit Agreement”), among the Company, the National Bank of Canada (the “Bank”), The Bank of Nova Scotia Trust Company of New York, and the holders from time to time of the receipts described therein. The Deposit Agreement governs the deposit of the Company’s outstanding shares of 8.35% Noncumulative Exchangeable Preferred Stock, Series A, par value $0.01 per share (the “Series A Preferred Stock”), and the Company’s outstanding depositary shares, each representing a one-fortieth (1/40th) interest in a share of Series A Preferred Stock (the “Depositary Shares”). Pursuant to the Amendment to Deposit Agreement, dated as of January 1, 2008 (the “Amendment”), by and among Computershare Inc. (“Computershare”), Computershare Trust Company, N.A. (the “Trust Company”), the Company and the Bank, the Company appointed the Trust Company as the successor depositary and Computershare as the successor paying agent under the Deposit Agreement.

A copy of the Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 3.03. Material Modification to Rights of Securityholders.

The information contained in Item 1.01 above is incorporated by reference herein. The rights of holders of Series A Preferred Stock or Depositary Shares were not materially modified by the Amendment to the Deposit Agreement described in Item 1.01 above.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Amendment to Deposit Agreement, dated as of January 1, 2008, by and among Computershare Inc., Computershare Trust Company, N.A., NB Capital Corporation and National Bank of Canada.

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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 hereunto duly authorized.

	NB Capital Corporation


Date: January 4, 2008	By:	/s/ Martin-Pierre Boulianne
		Name: Martin-Pierre Boulianne Title: Assistant Secretary

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