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CORRESP
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        WILLIAM
          D. KITAY

        (416)
          367-7375

        FAX
          (416) 367-7371

        kitay.william@dorsey.com

      October
        17, 2005

        VIA
          FEDERAL EXPRESS

        Ms.
          Linda
          van Doorn

        Senior
          Assistant Chief Accountant

        Division
          of Corporate Finance

        Securities
          and Exchange Commission

        450
          Fifth
          Street, N.W., Mail Stop 4561

        Washington,
          D.C. 20549-0303

                Re:

                NB
                  Capital Corporation

      Form
        10-K
        for the year ended December 31, 2004

      (SEC
        File
        No. 1-14103)

      Dear
        Ms.
        van Doorn:

      On
        the
        instructions of our client NB Capital Corporation (the “Company”), we transmit
        herewith this letter for your review and comment before filing via EDGAR.
        This
        letter responds to the comment contained in your letter, dated May 26, 2005
        (the
“Comment Letter”), regarding the Company’s Annual Report on Form 10-K for the
        year ended December 31, 2004 (SEC File No. 1-14103) filed on March 31, 2005
        (the
“Form 10-K Filing”). Please find enclosed the following documents: (i) Amendment
        Number 1 to the Annual Report for NB Capital Corporation for the year ended
        December 31, 2004 on Form 10-K/A (the “Form 10-K/A”); (ii) Amendment Number 1 to
        the Quarterly Report for NB Capital Corporation for the quarter ended March
        31,
        2005 on Form 10-Q/A (the “First Form 10-Q/A”); and (iii) Amendment Number 1 to
        the Quarterly Report for NB Capital Corporation for the quarter ended June
        30,
        2005 on Form 10-Q/A (the “Second Form 10-Q/A”). The response contained in this
        letter corresponds to the numbered comment in the Comment Letter.

      Form
        10-K for the year ended December 31, 2004

      Notes
        to the Financial Statements, pages F-6 - F-9

      Note
        6
        Stockholders’ Equity, Page F-9

                1.

                The
                  Company revised the Form 10-K/A, the First Form 10-Q/A and the
                  Second Form
                  10-Q/A to comply with your comment. The specific changes which
                  the Company
                  made are as follows:

          Ms.
            Linda
            van Doorn

          October
            17, 2005

          Page
            2

                A.

                Form
                  10-K/A

      The
        complete consolidated financial statements of National Bank of Canada for
        the
        most recent fiscal years ended October 31, 2003 and October 31, 2004, including
        the auditors’ report, is included as Item 15(c) to the Form 10-K/A.

                B.

                First
                  Form 10-Q/A

      Summarized
        financial information for the National Bank of Canada for its first quarter
        of
        the 2005 fiscal year is included as Item 1(b) to Part I of the First Form
        10-Q/A.

                C.

                Second
                  Form 10-Q/A

      Summarized
        financial information for the National Bank of Canada for its second quarter
        of
        the 2005 fiscal year is included as Item 1(b) to Part I of the Second
        Form
        10-Q/A.

      For
        your
        convenience, please find attached copies of the Form 10-K/A, First Form 10-Q/A
        and Second Form 10-Q/A each of which is hand marked to reflect the changes
        made
        in each document compared to the prior version of each respective document
        which
        shall be filed with the Commission.

      Closing
        Statement

      On
        behalf
        of our client, NB Capital Corporation, we hereby confirm to you the Company’s
        acknowledgement of the following matters:

                ·

                the
                  Company is responsible for the adequacy and accuracy of the disclosure
                  in
                  the filing;

                ·

                a
                  staff comment or changes to the disclosure in response to a staff
                  comment
                  in the filing reviewed by the staff does not foreclose the Commission
                  from
                  taking any action with respect to the filing;
                  and

                ·

                the
                  Company may not assert a staff comment as a defense in any proceeding
                  initiated by the Commission or any person under the federal securities
                  laws of the United States.

      Ms.
        Linda
        van Doorn

      October
        17, 2005

      Page
        3

      *
        * * *
        *

      Kindly
        provide us with your comments with regard to the Company’s proposed SEC filings.
        If you have any questions regarding this letter, please feel free to contact
        me
        at (416) 367-7375 or Gil I. Cornblum at (416) 367-7373.

                  Very
                    truly yours,

                  /s/
                    William D. Kitay

                  William
                    D. Kitay

                cc:

                Mr.
                  Matthew J. Maulbeck (U.S. Securities and Exchange
                  Commission)

      Mr.
        Serge
        Lacroix (NB Capital Corporation)

      Mr.
        Jean
        Dagenais (NB Capital Corporation)

      Ms.
        Valérie Pelletier (NB
        Capital Corporation)

      Mr.
        Gil
        I. Cornblum (Dorsey & Whitney LLP)