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 EXCHANGE ACT OF 1934
              For the quarterly period ended June 30, 1999

                                       or

         [ ]  TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE
              SECURITIES EXCHANGE ACT OF 1934
              For the transition period from _______ to _______

                        Commission File Number 333-74817

                             MAIN PLACE FUNDING, LLC
             (Exact name of registrant as specified in its charter)

Delaware                                              57-0236115
(State or other jurisdiction of                     (I.R.S. Employer
incorporation or organization)                       Identification Number)

                   100 North Tryon Street, Charlotte, NC 28255
               (Address of principal executive offices) (Zip Code)

                                   (704) 388-7436
              (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___

On August 16,  1999,  there were no shares of common  stock  outstanding.  As of
August 16, 1999,  members'  interests  consisted of ownership  percentages of 99
percent  and 1  percent  for  Bank  of  America,  N.A.  and  Main  Place  Trust,
respectively.

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION
H (1) (a) AND (b) OF FORM  10-Q  AND IS  THEREFORE  FILING  THIS  FORM  WITH THE
REDUCED DISCLOSURE FORMAT.



<PAGE>



Main Place Funding, LLC
June 30, 1999 Form 10-Q


Index
<TABLE>
<CAPTION>                                                                                      <C>
<S>      <C>                                                                                   Page
Part I.  Financial Information

Item 1.  Financial Statements

         Statement of Income for the Three Months and Six Months
         Ended June 30, 1999 and 1998                                                            3

         Balance Sheet on June 30, 1999 and December 31, 1998                                    4

         Statement of Cash Flows for the Six Months Ended
         June 30, 1999 and 1998                                                                  5

         Statement of Changes in Members' and Shareholders' Equity for the
         Six Months Ended June 30, 1999 and 1998                                                 6

         Notes to Financial Statements                                                           7

Item 2.  Management's Discussion and Analysis of Results of Operations
         and Financial Condition                                                                 11

Part II. Other Information

Item 6.  Exhibits and Reports on Form 8-K                                                        12

Signature                                                                                        13

Index to Exhibits                                                                                14

                                        2

</TABLE>



<PAGE>


Part I.  FINANCIAL INFORMATION
<TABLE>
<CAPTION>

Item 1. Financial Statements
Main Place Funding, LLC
Statement of Income
(Dollars in Thousands)

                                                                        Three Months                 Six Months
                                                                       Ended June 30                Ended June 30
                                                               ---------------------------  --------------------------
                                                                   1999          1998          1999          1998
------------------------------------------------------------------------------------------  --------------------------
<S>                                                                <C>           <C>           <C>          <C>
Income
    Interest and fees on loans                                     $228,403      $287,064      $461,472     $ 599,863
    Interest on securities                                          120,640       379,979       262,396       764,246
    Interest on time deposits placed                                108,662       191,653       263,270       438,007
    Gains on sales of securities                                      1,922        14,483         4,420        15,757
                                                               ---------------------------  --------------------------
       Total income                                                 459,627       873,179       991,558     1,817,873
                                                               ---------------------------  --------------------------

Expenses
   Interest on securities sold under agreements to repurchase        80,073       222,921       170,012       524,078
   Interest on long-term debt                                        41,060        59,931        74,328       119,922
   Provision for credit losses                                            -             -             -         7,400
   Other operating expenses                                           5,604        11,264        11,924        21,688
                                                               ---------------------------  --------------------------
       Total expenses                                               126,737       294,116       256,264       673,088
                                                               ---------------------------  --------------------------
Income before income taxes                                          332,890       579,063       735,294     1,144,785
Income tax expense                                                        -       202,672             -       400,675
                                                               ---------------------------  --------------------------
Net income                                                         $332,890      $376,391      $735,294     $ 744,110
                                                               ===========================  ==========================

See accompanying notes to financial statements.

                                        3
</TABLE>



<PAGE>
<TABLE>
<CAPTION>

Main Place Funding, LLC
Balance Sheet
(Dollars in Thousands)

                                                                                          June 30        December 31
                                                                                            1999             1998
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>              <C>
Assets
   Cash and cash equivalents                                                               $1,037,689       $2,219,988
   Time deposits placed with affiliates                                                     4,000,000       12,000,000
   Securities:
       Held for investment, at cost (market value $164,912 and $201,220)                       85,913          201,190
       Available for sale                                                                   6,274,774        8,794,598
                                                                                       --------------------------------
              Total securities                                                              6,360,687        8,995,788
                                                                                       --------------------------------

   Loans, net of unearned income                                                           12,862,364       13,092,178
   Allowance for credit losses                                                                (36,998)         (37,599)
                                                                                       --------------------------------
       Loans, net of allowance for credit losses                                           12,825,366       13,054,579
   Interest receivable                                                                        108,552          127,536
   Accounts receivable from affiliates                                                         39,494          460,734
   Other assets                                                                                63,766           92,281
                                                                                       --------------------------------
       Total assets                                                                       $24,435,554      $36,950,906
                                                                                       ================================

Liabilities
    Accrued expenses                                                                          $ 2,605            $ 933
    Accrued expenses due to affiliates                                                        581,207          590,623
    Securities sold under agreements to repurchase from affiliates                          6,192,371        8,658,818
    Long-term debt                                                                          3,999,912        2,499,879
                                                                                       --------------------------------
       Total liabilities                                                                   10,776,095       11,750,253
                                                                                       --------------------------------

Members' Equity
     Contributed equity                                                                    13,395,436       24,980,572
     Undistributed income                                                                     200,370                -
     Accumulated other comprehensive income                                                    63,653          220,081
                                                                                       --------------------------------
       Total members' equity                                                               13,659,459       25,200,653
                                                                                       --------------------------------
          Total liabilities and members' equity                                           $24,435,554      $36,950,906
                                                                                       ================================

See accompanying notes to financial statements.

                                        4
</TABLE>







<PAGE>
<TABLE>
<CAPTION>

Main Place Funding, LLC
Statement of Cash Flows
(Dollars in Thousands)

                                                                                           Six Months Ended
                                                                                               June 30
                                                                                  -----------------------------------
                                                                                       1999               1998
---------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>                <C>
Operating Activities
   Net income                                                                           $ 735,294          $ 744,110
   Reconciliation of net income to net cash provided by operating activities
     Gains on sales of securities                                                          (4,420)           (15,757)
     Provision for credit losses                                                                -              7,400
     Net decrease in interest receivable                                                   18,984             16,781
     Net decrease in accounts receivable from affiliates                                  421,240            242,032
     Net increase in accrued expenses                                                       1,672            437,430
     Net decrease in accrued expenses due to affiliates                                    (9,416)           (82,664)
     Other operating activities                                                            28,276            (35,546)
                                                                                  -----------------------------------
           Net cash provided by operating activities                                    1,191,630          1,313,786
                                                                                  -----------------------------------

Investing Activities
   Proceeds from sales and maturities of securities held for investment                   117,095            168,872
   Proceeds from sales and maturities of securities available for sale                  2,390,442          2,271,218
   Purchases of securities available for sale                                             (13,184)          (168,485)
   Net decrease in time deposits placed with affiliates                                 8,000,000          3,400,000
   Purchases of loans                                                                  (2,178,396)        (2,942,902)
   Collections of loans outstanding                                                     2,276,561          3,049,303
                                                                                  -----------------------------------
            Net cash provided by investing activities                                  10,592,518          5,778,006
                                                                                  -----------------------------------

Financing Activities
    Net decrease in securities sold under agreements
        to repurchase                                                                  (2,466,447)        (7,606,236)
    Proceeds from issuance of long term debt                                            1,500,000                  -
    Distribution of capital to affiliates                                             (12,000,000)                 -
                                                                                  -----------------------------------
          Net cash used in financing activities                                       (12,966,447)        (7,606,236)
                                                                                  -----------------------------------

Net decrease in cash and cash equivalents                                              (1,182,299)          (514,444)
Cash and cash equivalents at beginning of period                                        2,219,988          1,709,810
                                                                                  -----------------------------------
Cash and cash equivalents at end of period                                            $ 1,037,689        $ 1,195,366
                                                                                  ===================================

Supplemental disclosure of noncash transactions
   Securities available for sale contributed from affiliate                                   $ -           $ 75,182
   Loans securitized and retained in the securities portfolio                                   -          1,520,041
   Distribution of loans to affiliates                                                    120,060                  -

See accompanying notes to financial statements.

                                        5

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

Main Place Funding, LLC
Statement of Changes in Members' and Shareholders' Equity
(Dollars in Thousands)
                                                                                                Accumulated     Total
                               Class A  Class B Additional                                      Other         Members' and   Compre-
                                Trust   Trust   Paid-In    Retained  Contributed  Undistributed Comprehensive Shareholders'  hensive
                                Shares   Shares Capital    Earnings     Equity      Income      Income (1)      Equity        Income
------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>   <C>    <C>         <C>         <C>           <C>       <C>        <C>            <C>
Balance on December 31, 1997        $100  $1,100 $32,321,896 $ 806,236   $     -       $    -    $167,207   $33,296,539
   Net income                                                  744,110                                          744,110    $744,110
   Other comprehensive
     income, net of tax                                                                            86,581        86,581      86,581
                                                                                                                         -----------
   Comprehensive income                                                                                                    $830,691
                                                                                                                         ===========
   Net assets contributed by
       Bank of America, N.A.                         75,182                                                      75,182
   Other                                             (1,458)                                                     (1,458)
                                  -----------------------------------------------------------------------------------------
Balance on June 30, 1998             $100 $1,100 $32,395,620 $1,550,346   $     -     $    -     $253,788   $34,200,954
                                  =========================================================================================

Balance on December 31, 1998         $ -  $ -    $ -         $ -          $24,980,572 $      -   $220,081   $25,200,653
   Net income                                                                          735,294                  735,294    $735,294
   Other comprehensive income                                                                    (156,428)     (156,428)   (156,428)
                                                                                                                         -----------
   Comprehensive income                                                                                                    $578,866
                                                                                                                         ===========
   Distribution                                                           (11,585,136) (534,924)             (12,120,060)
                                  -----------------------------------------------------------------------------------------
Balance on June 30, 1999             $ -  $ -    $ -         $ -          $13,395,436 $200,370   $63,653    $13,659,459
                                  =========================================================================================

(1)  Changes in Accumulated Other Comprehensive Income includes net unrealized gains (losses) on securities available for sale.

See accompanying notes to financial statements.

                                        6
</TABLE>






<PAGE>


Main Place Funding, LLC
Notes to Financial Statements

Note 1 - Accounting Policies

Main Place Funding, LLC (Main Place), a Delaware limited liability company, is a
subsidiary of Bank of America, N.A., which is a wholly owned indirect subsidiary
of Bank of America  Corporation  (the  Corporation).  On September 25, 1998, the
Corporation's predecessor, NationsBank Corporation (NationsBank), reincorporated
in Delaware,  and on  September  30, 1998,  the former  BankAmerica  Corporation
merged into  NationsBank  with the latter entity  surviving.  In connection with
this merger, NationsBank changed its name to "BankAmerica Corporation." On April
28,  1999,  BankAmerica  Corporation  changed  its  name  to  "Bank  of  America
Corporation."  On July 5, 1999,  NationsBank,  N.A.  changed its name to Bank of
America,  N.A.  On July 23,  1999,  Bank of  America,  N.A.  merged into Bank of
America NT&SA,  and the surviving entity of that merger changed its name to Bank
of America, N.A.

Main Place is the successor by merger of Main Place Real Estate Investment Trust
(MPREIT) with and into Main Place. MPREIT was established on October 29, 1996 as
a Maryland real estate investment trust to consolidate the acquisition,  holding
and management of certain closed-end residential mortgage loans owned by certain
affiliates of the  Corporation.  MPREIT is the successor by merger of Main Place
Funding  Corporation  (MPFC) as of November 1, 1996.  On October 15, 1998,  Main
Place Holdings  Corporation,  the former parent of MPREIT,  merged with and into
Main Place,  and on December 23, 1998,  MPREIT  merged with and into Main Place,
its parent company. These mergers were each accounted for in a manner similar to
a pooling of interests and, accordingly,  the accompanying  financial statements
include  the results of  operations  and  financial  condition  of the  combined
entities since the beginning of the earliest period presented.

As of the  December  23, 1998 merger,  Bank of America,  N.A.  held a 99 percent
membership  interest in Main Place. The other 1 percent  membership  interest is
held by Main Place Trust,  a Delaware  business  trust.  In connection  with the
merger of MPREIT with and into Main Place, all outstanding  MPREIT Class A Trust
Shares  were  cancelled.  All  outstanding  MPREIT  Class  B Trust  Shares  were
converted  into rights to receive  cash.  As a result of the  December  23, 1998
merger,  Main Place's  ownership  interests  are  presented in the  accompanying
financial  statements  to reflect the equity  structure  of a limited  liability
company.  As the surviving entity,  Main Place issues and sells  mortgage-backed
bonds and acquires, owns, holds and pledges the related mortgage notes and other
assets  serving as collateral in connection  therewith.  In connection  with the
merger with MPREIT,  Main Place assumed  MPREIT's  obligations  under the Series
1995-2 and Series 1997-1 mortgage-backed bonds.

The  information  contained in the financial  statements  is  unaudited.  In the
opinion of management,  all normal  recurring  adjustments  necessary for a fair
presentation of the interim period results have been made.  Certain prior period
amounts have been  reclassified  to conform to current  period  classifications.
Accounting  policies  followed in the presentation of interim  financial results
are  presented in Note 1 on pages 12 to 14 of the Annual Report on Form 10-K for
the year ended December 31, 1998.

Note 2 - Loans

The following table presents the composition of loans (dollars in thousands):
<TABLE>
<CAPTION>


                                                         June 30            December 31
                                                           1999                1998
----------------------------------------------------------------------------------------
<S>                                                   <C>                   <C>
Residential mortgage                                  $12,831,212           $13,052,858
Other consumer                                             16,250                21,997
Commercial real estate                                     14,902                17,323
                                                ----------------------------------------
    Total loans                                       $12,862,364           $13,092,178
                                                ========================================
</TABLE>

                                        7
<PAGE>




Mortgage  loans  collateralizing  mortgage-backed  bonds were  comprised  of the
following (dollars in thousands):
<TABLE>
<CAPTION>

                                                         June 30            December 31
                                                            1999                1998
----------------------------------------------------------------------------------------
<S>                                                    <C>                   <C>
Adjustable-rate                                        $4,867,712            $2,419,756
Fixed-rate                                              1,576,687             1,265,581
                                                ----------------------------------------
   Total mortgage loans                                $6,444,399            $3,685,337
                                                ========================================
</TABLE>



Transactions  in the  allowance  for credit  losses were as follows  (dollars in
thousands):
<TABLE>
<CAPTION>

                                                       Six Months
                                                      Ended June 30
                                                 ------------------------
                                                    1999         1998
-------------------------------------------------------------------------
<S>                                                  <C>         <C>
Balance on January 1                                 $37,599     $41,412
Loans charged off                                       (977)     (1,416)
Recoveries of loans previously charged off               376         119
Provision for credit losses                                -       7,400
                                                 ------------------------
Balance on June 30                                   $36,998     $47,515
                                                 ========================
</TABLE>



Main Place had $97.1 million of nonperforming loans on June 30, 1999 compared to
$109.8  million on December 31,  1998.  Foreclosed  properties  on June 30, 1999
totaled $10.2 million compared to $9.1 million on December 31, 1998.

Note 3 - Affiliate Transactions

Main Place maintains its cash and cash equivalent accounts with Bank of America,
N.A. As of June 30, 1999 and December  31,1998,  Main Place had $4.0 billion and
$12.0 billion,  respectively, of time deposits placed with Bank of America, N.A.
Interest  income on time deposits for the three months and six months ended June
30, 1999 was $108.7 million and $263.3 million, respectively, compared to $191.7
million and $438.0 million for the same prior year periods.

At June 30, 1999 and December 31, 1998,  Main Place had $39.5 million and $460.7
million, respectively, of accounts receivable from affiliates. These receivables
are related to mortgage payments and securities  principal and interest payments
in process of collection, which generally clear within 30 days.

On June 30, 1999 and  December  31,  1998,  Main Place had $6.2 billion and $8.7
billion,  respectively,  of securities sold under  agreements to repurchase from
Bank of America,  N.A. and Banc of America Securities LLC (formerly  NationsBanc
Montgomery   Securities  LLC),   wholly-owned  indirect   subsidiaries  of  the
Corporation.  Interest  expense on these securities for the three months and six
months ended June 30, 1999 was $80.1 million and $170.0  million,  respectively,
compared to $222.9  million and $524.1  million for the same 1998 periods.  Main
Place has entered into agreements  with Bank of America,  N.A. for the servicing
and  administration  of its mortgage  portfolio.  Servicing fees paid to Bank of
America,  N.A.  approximated $4.6 million and $10.3 million for the three months
and six months ended June 30, 1999,  respectively,  compared to $9.0 million and
$19.0  million for the same 1998 periods,  and are included in "Other  operating
expenses" on the accompanying statement of income.

                                        8
<PAGE>



From time to time, Main Place  purchases  certain  mortgage loans  originated by
Bank of America,  N.A.  During the six months ended June 30, 1999 and 1998, Main
Place purchased $2.2 billion and $1.7 billion,  respectively, of loans from Bank
of America,  N.A. In addition,  during the six months ended June 30, 1998,  Main
Place  purchased  $695 million of loans from Bank of America,  N.A.,  as well as
$425 million of loans in the secondary market through Bank of America, N.A.

Accrued  expenses  due to  affiliates  as of June 30, 1999 and December 31, 1998
included  $571.9 million of allocated  income taxes payable to the  Corporation.
The allocated income tax expense was recognized prior to Main Place's conversion
to a limited liability company on December 23, 1998.

During  the  second  quarter  of 1999,  Main  Place  made a $12.0  billion  cash
distribution of capital of which $11.8 billion was made to Bank of America, N.A.
and $0.1  billion  was made to Main Place  Trust.  Main Place also made a $120.0
million loan distribution of which $118.8 was made to Bank of America,  N.A. and
$1.2 million was made to Main Place Trust, during the second quarter of 1999.

During the first  quarter  of 1998,  Bank of  America,  N.A.  contributed  $75.2
million in available for sale securities to Main Place.  This  contribution  was
recorded at the book value of the assets contributed.

At June 30, 1999, Main Place had a revolving line of credit  agreement with Bank
of  America,  N.A.  for the  benefit  of the  trustee  under the  Series  1995-2
Mortgage-Backed Bonds. The maximum borrowing allowed under this agreement, which
expires in 2000, is $82.5 million. The borrowings bear interest at prime and are
subject to a 0.25 percent per annum  commitment fee on the unused portion of the
facility. There have been no borrowings under this agreement.

Additionally,  a subsidiary of Bank of America, N.A., Bank of America Technology
&  Operations,  Inc.,  (formerly  NationsBanc  Services,  Inc.),  provides  data
processing  and  other  support   services  to  Main  Place  and  certain  other
subsidiaries  of the  Corporation.  These  services  included the  completion of
substantially all of Main Place's Year 2000 software  conversion  projects as of
June 30, 1999. The related costs,  which are expensed when billed,  are included
in "Other operating expenses." Bank of America Technology & Operations,  Inc. is
reimbursed through affiliate allocations to the other subsidiaries.  For further
information related to the Corporation's Year 2000 efforts, refer to the section
entitled "Year 2000 Project" in the Corporation's  Quarterly Report on Form 10-Q
for the period ended June 30, 1999.


                                        9
<PAGE>


Note 4 - Long-Term Debt

The following table displays the primary terms of Main Place's  1995-2,  1997-1,
and 1999-1 mortgage-backed bonds as of June 30, 1999 (dollars in thousands):
<TABLE>
<CAPTION>

                                                                    Series              Series              Series
                                                                    1995-2              1997-1              1999-1
                                                                    (Issued             (Issued             (Issued
                                                                 October 1995)        March 1997)          May 1999)
                                                               ---------------------------------------------------------
<S>                                                                  <C>                 <C>                 <C>
Amount issued                                                        $1,500,000          $1,000,000          $1,500,000
Reference rate                                                      3-mo. LIBOR         3-mo. LIBOR         3-mo. LIBOR
                                                                        +17 bps              +5 bps              +12bps
Period-end interest rate                                                 5.168%              5.268%              5.169%
Maturity                                                                   2000                2000                2002
Mortgage loans and cash collateralizing mortgage-backed bonds:
     Collateral - book value                                         $2,299,961          $1,612,336          $2,776,829
     Collateral - discounted value                                    1,717,806           1,286,639           2,171,027
     Collateral - approximate amount exceeding
          minimum indenture requirements                                135,306             231,639             588,527


</TABLE>



Interest expense on the Series 1995-2,  1997-1 and 1999-1  mortgage-backed bonds
for the three  months and six months  ended June 30, 1999 was $41.1  million and
$74.3 million, respectively,  compared to interest expense on the Series 1995-1,
1995-2 and 1997-1  mortgage-backed bonds of $59.9 million and $119.9 million for
the same periods in 1998. Main Place repaid its obligations on the Series 1995-1
mortgage-backed bonds of $1.5 billion on July 17, 1998.


                                        10
<PAGE>










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

Total net  income  for the  second  quarter  and first  half of 1999 was  $332.9
million  and  $735.3  million,  respectively,  representing  decreases  of $43.5
million and $8.8 million from the corresponding  periods last year. The decrease
primarily  resulted from a decrease in interest  income,  partially  offset by a
decrease in interest  expense and the  elimination  of income tax  expense.  The
absence of income tax expense  for the second  quarter and first half of 1999 is
due to Main Place's  reorganization  as a limited  liability company on December
23, 1998, in which it became a division of Bank of America,  N.A. for income tax
purposes.  Accordingly,  no income tax expense was recorded in 1999.  Income tax
expense was $202.7  million and $400.7  million for the second quarter and first
half of 1998.

Total  income for the second  quarter and first half of 1999 was $459.6  million
and $991.6 million,  respectively,  representing decreases of $413.6 million and
$826.3 million from the  corresponding  periods last year. The decreases include
declines in interest income from the securities  portfolio of $259.3 million and
$501.9  million,  respectively,  resulting from  reductions of $15.1 billion and
$14.6 billion in the average balance of the securities portfolios. The decreases
also include  declines in interest on time deposits  placed of $83.0 million and
$174.7 million, respectively, resulting from reductions of $4.7 billion and $4.8
billion in the respective  average balances,  as well as a 76 basis point and 75
basis point decreases in average  yields to 4.82 percent and 4.83  percent.  The
remaining  decrease  reflects  a $58.7  million  and $138.4  million  decline in
interest and fees on loans  resulting  from a  consistent  reduction in the loan
portfolio,  and a $12.6 million and $11.3 million  decrease in gains on sales of
available-for-sale securities.

Total expenses (excluding income taxes) for the second quarter and first half of
1999 were  $126.7  million  and $256.3  million,  respectively,  representing  a
decrease of $167.4  million and $379.0  million from the  corresponding  periods
last year. The decreases include declines in interest expense on securities sold
under   agreements  to  repurchase  of  $142.8   million  and  $354.1   million,
respectively,  resulting  from  reductions  of $9.3 billion and $11.7 billion in
average borrowings,  as well as a 76 basis point and an 85 basis point decreases
in average  rates to 4.82 percent and 4.73 percent.  The decreases  also include
declines  in  interest  expense on  long-term  debt of $18.9  million  and $45.6
million, respectively, resulting from lower average balances due to repayment of
mortgage-backed  bonds in the third  quarter of 1998,  and  resulting  from a 71
basis point and a 70 basis point  decrease in average  rates to 5.28 percent and
5.30 percent. In addition,  other operating expenses, which primarily consist of
mortgage servicing costs, decreased $5.7 million and $9.8 million, respectively,
resulting  from  the  reduction  in  the  average  balances  of  mortgage  loans
outstanding in those periods.

Main Place made no provision for credit losses for the second  quarter and first
half of 1999 due to the  decline in the  average  balance of the loan  portfolio
throughout 1998 and the $12.7 million decrease in  nonperforming  loans to $97.1
million on June 30,  1999 from  $109.8  million on  December  31,  1998.  Future
economic conditions and changes in the loan portfolio may increase nonperforming
loans and,  accordingly the level of the allowance for credit losses. The nature
of the process by which Main Place  determines  the  appropriate  allowance  for
credit losses  requires the exercise of considerable  judgment.  After review of
all relevant matters effecting loan collectibility, management believes that the
allowance for credit losses is appropriate given its analysis of probable credit
losses on June 30, 1999.

For information  related to the  Corporation's  Year 2000 efforts,  refer to the
section titled "Year 2000 Project" in the Corporation's Quarterly Report on Form
10-Q for the period ended June 30, 1999.

                                        11
<PAGE>


Part II.          OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

                  (a)      Exhibits:

                           12       Ratio of Earnings to Fixed Charges.

                           27       Financial Data Schedule.

                  (b)      Reports on Form 8-K:

                           None.



                                        12

<PAGE>


                                    SIGNATURE

         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.

                                       Main Place Funding, LLC
                                       ------------------------

 Date: August 16, 1999                /s/ Susan R. Faulkner
                                       ------------------------
                                      Treasurer and Senior Vice President/
                                      Principal Financial and Accounting Officer
                                      (Principal Financial and
                                       Duly Authorized Officer)




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<PAGE>


                             Main Place Funding, LLC
                                    Form 10-Q
                                Index to Exhibits



Exhibit           Description

12                Ratio of Earnings to Fixed Charges.

27                Financial Data Schedule.



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