UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~January~~July 124, 2008

(Exact Name of Registrant as Specified in Charter)

Maryland	001-14103	52-2063921
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)	Identification No.)

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):

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

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

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

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

Item 18.01. ~~Entry~~Other ~~into a Material Definitive Agreement.~~Events

On ~~January 1, 2008, NB Capital Corporation (the “Company”) amended its Deposit~~July ~~Agreement~~24, ~~dated March 1998 (the “Deposit Agreement”)~~2008, ~~among~~ the ~~Company,~~registrant ~~the National~~issued ~~Bank~~a ofpress ~~Canada~~release ~~(the~~announcing ~~“Bank”),~~that ~~The~~its ~~Bank~~Board of ~~Nova Scotia Trust Company of~~ ~~New~~Directors ~~York,~~has ~~and~~authorized the ~~holders~~redemption ~~from time to time~~ of ~~the~~all ~~receipts described therein. The Deposit Agreement governs the deposit~~ of ~~the~~its ~~Company’s~~ outstanding ~~shares of~~ 8.35% Non-Cumulative ~~Noncumulative~~ Exchangeable Preferred Stock, Series A, ~~par value $0.01 per share (the “Series A Preferred Stock”),~~ and ~~the~~all ~~Company’s~~of ~~outstanding~~its ~~depositary~~outstanding ~~shares~~Depositary Shares, each ~~representing~~of awhich represents one-fortieth ~~(1/40th)~~of ~~interest in~~ a share of Series A Preferred Stock ~~(the~~and ~~“Depositary~~is ~~Shares”).~~listed ~~Pursuant~~on to the ~~Amendment~~New ~~to Deposit~~York ~~Agreement,~~Stock ~~dated as of January 1~~Exchange, ~~2008~~on ~~(the “Amendment”)~~September 30, ~~by and among~~ ~~Computershare Inc~~2008. ~~(“Computershare”), Computershare Trust Company, N.~~A. ~~(the “Trust~~copy ~~Company”),~~of the ~~Company~~press ~~and~~release ~~the~~is ~~Bank,~~attached ~~the~~hereto ~~Company appointed the Trust Company~~ as ~~the successor depositary and Computershare as the successor paying~~Exhibit ~~agent under the Deposit Agreement~~99.1.

AItem 9.01. ~~copy~~Financial ~~of the~~Statements ~~Amendment is filed as Exhibit 10.1 to this Current Report on Form 8-K~~ and ~~is incorporated~~ byExhibits ~~reference herein.~~

~~Item 3.03.~~(d) ~~Material Modification to Rights of Securityholders.~~Exhibits

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.

Exhibit Number		Description of Exhibit

99.1		Press Release.

~~Item 9.01. Financial Statements and Exhibits.~~2

(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
Date: July 24, 2008	By:	/s/ Jean Dagenais
		Name: Martin-Pierre Boulianne Title: Assistant Secretary
		Name: Jean Dagenais Title: Chief Financial Officer

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EXHIBIT INDEX

Exhibit 99.1

Press release dated July 24, 2008

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