<PAGE>

                       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 September 30, 2001

                                       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 November 14, 2001, there were no shares of common stock outstanding. As of
November 14, 2001, 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
September 30, 2001 Form 10-Q


Index
                                                                           Page
                                                                           ----
Part I.  Financial Information

Item 1.  Financial Statements

         Statement of Income for the Three Months and Nine Months
         Ended September 30, 2001 and 2000                                   3

         Balance Sheet as of September 30, 2001 and December 31, 2000        4

         Statement of Cash Flows for the Nine Months Ended
         September 30, 2001 and 2000                                         5

         Statement of Changes in Members' Equity for the
         Nine Months Ended September 30, 2001 and 2000                       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

         -Exhibit 12 Ratio of Earnings to Fixed Charges                      15


                                       2
<PAGE>

Part I.  FINANCIAL INFORMATION

Item 1. Financial Statements

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

<TABLE>
<CAPTION>

                                                                                   Three Months                Nine Months
                                                                                Ended September 30         Ended September 30
                                                                             ------------------------   ------------------------
                                                                                 2001        2000           2001        2000
-----------------------------------------------------------------------------------------------------   ------------------------
<S>                                                                            <C>         <C>            <C>         <C>
Income
   Interest and fees on loans .............................................    $118,148    $190,783       $447,721    $615,008
   Interest on securities .................................................      32,410      43,658        110,290     138,913
   Gain on securities sold ................................................      11,971          --         11,971          --
   Interest on time deposits placed .......................................      73,257      93,904        202,494     236,518
                                                                             ------------------------   ------------------------
       Total income .......................................................     235,786     328,345        772,476     990,439
                                                                             ------------------------   ------------------------

Expenses
   Interest on securities sold under agreements to repurchase .............      15,445      36,628         65,098     109,215
   Interest on long-term debt .............................................      20,545      53,065         64,443     166,062
   Other operating expenses ...............................................       5,774       6,842         20,113      20,908
                                                                             ------------------------   ------------------------
       Total expenses .....................................................      41,764      96,535        149,654     296,185
                                                                             ------------------------   ------------------------
   Income before income taxes and cumulative effect of accounting change ..     194,022     231,810        622,822     694,254
   Income tax expense .....................................................      72,777      86,935        233,574     260,363
                                                                             ------------------------   ------------------------
   Net income before cumulative effect of accounting change ...............     121,245     144,875        389,248     433,891
   Cumulative effect of change in accounting for income taxes-benefit .....          --          --             --       6,926
                                                                             ------------------------   ------------------------
       Net income .........................................................    $121,245    $144,875       $389,248    $440,817
                                                                             ========================   ========================

</TABLE>

See accompanying notes to financial statements.


                                       3
<PAGE>

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

<TABLE>
<CAPTION>

                                                                                               September 30       December 31
                                                                                                   2001               2000
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>               <C>
Assets
   Cash and cash equivalents ............................................................      $  1,849,978       $  2,367,206
   Time deposits placed with affiliates .................................................         9,000,000          3,820,000
   Securities:
       Available-for-sale (includes $1,123,480 and $2,075,695 pledged as collateral) ....         1,407,958          2,473,106
       Held-for-investment, at cost (market value $6,257 and $10,141) ...................             6,239             10,107
                                                                                            ------------------------------------
           Total securities .............................................................         1,414,197          2,483,213
                                                                                            ------------------------------------

   Loans, net of unearned income ........................................................         6,007,592          9,741,301
   Allowance for credit losses ..........................................................           (35,176)           (35,345)
                                                                                            ------------------------------------
       Loans, net of unearned income and allowance for credit losses ....................         5,972,416          9,705,956
   Interest receivable ..................................................................            43,230             77,491
   Accounts receivable from affiliates ..................................................            33,162            265,838
   Other assets .........................................................................            12,901             15,778
                                                                                            ------------------------------------
     Total assets .......................................................................      $ 18,325,884       $ 18,735,482
                                                                                            ====================================

Liabilities
    Accrued expenses ....................................................................      $      2,004       $         --
    Accrued expenses due to affiliate ...................................................           591,013            458,484
    Securities sold under agreements to repurchase from affiliates ......................         1,123,480          2,075,695
    Long-term debt ......................................................................         1,500,000          1,499,988
                                                                                            ------------------------------------
       Total liabilities ................................................................         3,216,497          4,034,167
                                                                                            ------------------------------------
Members' Equity
     Contributed equity .................................................................        13,395,436         13,395,436
     Undistributed income ...............................................................         1,687,884          1,298,636
     Accumulated other comprehensive income .............................................            26,067              7,243
                                                                                            ------------------------------------
       Total members' equity ............................................................        15,109,387         14,701,315
                                                                                            ------------------------------------
         Total liabilities and members' equity ..........................................      $ 18,325,884       $ 18,735,482
                                                                                            ====================================

</TABLE>

See accompanying notes to financial statements.


                                       4
<PAGE>

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

<TABLE>
<CAPTION>

                                                                                                       Nine Months Ended
                                                                                                          September 30
                                                                                               ------------------------------------
                                                                                                      2001              2000
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                               <C>               <C>
Operating Activities
   Net income before cumulative effect of accounting change ................................      $   389,248       $   433,891
   Reconciliation of income before cumulative effect of accounting change to net cash
   provided by operating activities
     Deferred income tax expense (benefit) .................................................              820           (16,877)
     Net decrease in interest receivable ...................................................           34,261             8,367
     Net decrease in accounts receivable from affiliates ...................................          232,676            19,249
     Net increase (decrease)  in accrued expenses ..........................................            2,004              (644)
     Net increase (decrease) in accrued expenses due to affiliates .........................          132,529          (323,026)
     Other operating activities, net .......................................................          (12,538)            4,197
                                                                                                ---------------------------------
           Net cash provided by operating activities .......................................          779,000           125,157
                                                                                                ---------------------------------

Investing Activities
   Proceeds from maturities of securities held for investment ..............................            3,870            34,207
   Proceeds from sales and maturities of securities available-for-sale .....................        1,090,492           454,529
   Purchases of securities available-for-sale ..............................................            4,537                --
   Net (increase) decrease in time deposits placed with affiliates .........................       (5,180,000)           45,000
   Collections of loans outstanding ........................................................        2,190,023         1,144,230
   Proceeds from sale of loans .............................................................        1,547,064           788,953
                                                                                                ---------------------------------
            Net cash (used in) provided by investing activities ............................         (344,014)        2,466,919
                                                                                                ---------------------------------

Financing Activities
    Net decrease in securities sold under agreements
        to repurchase ......................................................................         (952,215)         (397,257)
    Retirement of long-term debt ...........................................................               --        (1,000,000)
                                                                                                ---------------------------------
          Net cash used in financing activities ..... ......................................         (952,215)       (1,397,257)
                                                                                                ---------------------------------

Net (decrease) increase in cash and cash equivalents .......................................         (517,228)        1,194,819
Cash and cash equivalents at beginning of period ...........................................        2,367,206           901,145
                                                                                                ---------------------------------
Cash and cash equivalents at end of period .................................................      $ 1,849,978       $ 2,095,964
                                                                                                =================================

</TABLE>

See accompanying notes to financial statements.



                                       5
<PAGE>

Main Place Funding, LLC
Statement of Changes in Members' Equity
(Dollars in Thousands)
<TABLE>
<CAPTION>
                                                                                    Accumulated
                                                                                       Other           Total          Compre-
                                                   Contributed    Undistributed    Comprehensive      Members'        hensive
                                                      Equity         Income       Income (Loss)(1)     Equity          Income
--------------------------------------------------------------------------------------------------------------------------------
<S>                                               <C>             <C>               <C>             <C>               <C>
Balance on December 31, 1999 ...................   $13,395,436    $   722,217       $   (46,326)    $14,071,327
   Net income before cumulative effect of
      accounting change ........................                      433,891                           433,891     $   433,891
   Cumulative effect of change in accounting
      for income taxes .........................                        6,926                             6,926           6,926
   Other comprehensive income ..................                                         29,206          29,206          29,206
                                                                                                                    -----------
   Comprehensive income ........................                                                                    $   470,023
                                                   --------------------------------------------------------------   ===========
Balance on September 30, 2000 ..................   $13,395,436    $ 1,163,034       $   (17,120)    $14,541,350
                                                   ==============================================================

Balance on December 31, 2000 ...................   $13,395,436    $ 1,298,636       $     7,243     $14,701,315
   Net income ..................................                      389,248                           389,248     $   389,248
   Other comprehensive income ..................                                         18,824          18,824          18,824
                                                                                                                    -----------
   Comprehensive income ........................                                                                    $   408,072
                                                   --------------------------------------------------------------   ===========
Balance on September 30, 2001 ..................   $13,395,436    $ 1,687,884       $    26,067     $15,109,387
                                                   ==============================================================
</TABLE>

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

See accompanying notes to financial statements.



                                       6
<PAGE>

Main Place Funding, LLC
Notes to Financial Statements

Note 1 - Description of Business

Main Place Funding, LLC ("Main Place"), a Delaware limited liability company, is
a subsidiary of Bank of America, N.A. (the "Parent"), which is a wholly owned
indirect subsidiary of Bank of America Corporation (the "Corporation").

Main Place was established originally 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.

Bank of America, N.A. holds a 99 percent membership interest in Main Place. The
other 1 percent membership interest is held by Main Place Trust, a Delaware
business trust, also a wholly owned subsidiary of Bank of America, N.A. Main
Place's ownership interests are presented in the accompanying financial
statements to reflect the equity structure of a single-member limited liability
company ("LLC"). Main Place is also considered a single-member LLC under current
tax law. 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.

Note 2 - Accounting Policies

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 2 on pages 12 to 14 of the Annual Report on Form 10-K for
the year ended December 31, 2000. Discussion of significant changes in such
accounting policies is below.

Accounting for Income Taxes

Main Place is classified as a single-member LLC and, as such, is disregarded as
an entity separate from its owners for income tax purposes. The predominant
practice for single-member LLCs is to provide for income taxes in their separate
financial statements. Accordingly, effective January 1, 2000, Main Place
recognized through a cumulative effect adjustment deferred tax assets and
liabilities determined in accordance with Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes", and the accompanying financial
statements include an income tax provision for the three and nine month periods
ended September 30, 2001 and 2000. For the three-month and nine month periods
ended September 30, 2001 and 2000, income tax expense differs from the amount of
income tax determined by applying the federal statutory rate of 35 percent to
pre-tax income, primarily as a result of state taxes.

There are two components of income tax expense: current and deferred. Current
income tax expense approximates taxes to be paid or refunded for the applicable
period. Balance sheet amounts of deferred taxes are recognized on the temporary
differences between the basis of assets and liabilities as measured by tax laws
and their basis as reported in the financial statements. Deferred tax expense or
benefit is then recognized for the change in deferred tax liabilities or assets
between periods.

Recognition of deferred tax assets is based on management's belief that it is
more likely than not that the tax benefit associated with certain temporary
differences will be recognized. A valuation allowance is recorded for those
deferred tax items for which it is more likely than not that realization will
not occur.

The operating results of Main Place are included in the consolidated federal
income tax return of the Corporation. The method of allocating federal income
tax expense was determined under a tax allocation agreement with the
Corporation. This agreement specified that income tax expense be computed for
all subsidiaries on a separate company method, taking into account tax planning
strategies and tax position of the consolidated group.



                                       7
<PAGE>

Note 3 - Loans

The following table presents the composition of loans (dollars in thousands):

                                                  September 30    December 31
                                                      2001            2000
------------------------------------------------------------------------------

Residential mortgage .....................         $6,004,223      $9,737,355
Commercial real estate ...................              3,369           3,946
                                                   --------------------------
    Total loans ..........................         $6,007,592      $9,741,301
                                                   --------------------------

Included in the Total loans balance detailed above, Mortgage loans
collateralizing mortgage-backed bonds were comprised of the following (dollars
in thousands):

                                                 September 30       December 31
                                                     2001              2000
--------------------------------------------------------------------------------

Adjustable-rate ..........................         $2,259,000         $1,760,555
Fixed-rate ...............................            552,293            457,479
                                                   -----------------------------
   Total mortgage loans ..................         $2,811,293         $2,218,034
                                                   -----------------------------

Transactions in the allowance for credit losses were as follows (dollars in
thousands):

                                                           Nine Months
                                                       Ended September 30,
                                                    ------------------------
                                                       2001         2000
----------------------------------------------------------------------------

Balance on January 1 ..........................     $ 35,345      $ 35,988
Loans charged off .............................         (169)         (481)
Recoveries of loans previously charged off ....           --            --
Provision for credit losses ...................           --            --
                                                    ----------------------
Balance on September 30 .......................     $ 35,176      $ 35,507
                                                    ======================

Main Place had $27.2 million of nonperforming loans on September 30, 2001
compared to $63.3 million on December 31, 2000. Foreclosed properties on
September 30, 2001 totaled $4.6 compared to $6.6 million on December 31, 2000.




                                       8
<PAGE>

Note 4 - Affiliate Transactions

Main Place maintains its cash and cash equivalent accounts with the Parent in
the form of time deposits. Interest income on time deposits for the three months
and nine months ended September 30, 2001 was $73.3 million and $202.5 million,
respectively, compared to $93.9 million and $236.5 million for the same prior
year periods. As of September 30, 2001 and December 31, 2000, Main Place had
$9.0 billion and $3.8 billion, respectively, of time deposits placed with the
Parent.

At September 30, 2001, Main Place had $33.2 million accounts receivables
outstanding from affiliates of the Corporation compared to $265.8 million at
December 31, 2000. These receivables were related to mortgage payments and
securities principal and interest payments in process, which generally clear
within 30 days.

At September 30, 2001 and December 31, 2000, Main Place had $1.1 billion and
$2.1 billion, respectively, of U.S. government securities sold under agreements
to repurchase from the Parent and Banc of America Securities LLC, a wholly-owned
subsidiary of the Corporation, which mature on demand. Interest expense on
securities sold under agreements to repurchase for the three months and nine
months ended September 30, 2001 was $15.4 million and $65.1 million,
respectively, compared to $36.6 million and $109.2 million for the same prior
periods.

Main Place has entered into agreements with the Parent for the servicing and
administration of its mortgage portfolio. Servicing fees paid to the Parent
approximated $19.6 million and $19.3 million for the nine months ended September
30, 2001 and 2000, respectively, and are included in "Other operating expenses"
on the accompanying statement of income.

From time to time, Main Place purchases certain mortgage loans originated by the
Parent. Main Place did not purchase any loans during the nine months ended
September 30, 2001 and 2000. During the nine months ended September 30, 2001,
Main Place sold $1.5 billion of mortgage loans to the Parent compared to $0.8
billion during the nine months ended September 30, 2000. Purchases and sales of
loans between Main Place and the Parent have been at book value which
approximates fair value.

Accrued expenses due to affiliates as of September 30, 2001 and December 31,
2000, were $591.0 million and $458.5 million, respectively, composed primarily
of income tax payable to the Parent of $572.0 million and $338.9 million,
respectively.



                                       9
<PAGE>

Note 5 - Long-Term Debt

In April 1999, the Securities and Exchange Commission declared effective Main
Place's shelf registration statement ("Registration Statement") providing an
additional $5 billion of capacity for issuance of mortgage-backed bonds
("Bonds"). Bonds have been issued under this Registration Statement as well as
previously effective registration statements. The Bonds, which were issued in
series pursuant to separate indentures, are generally subject to the following
terms. The Bonds, collateralized primarily by mortgage loans on 1-to-4 family
dwellings, are obligations solely of Main Place. The Bonds are not prepayable at
the option of Main Place, but are subject to redemption in whole or in part
under certain circumstances. Under the terms of an indenture relating to each
series of Bonds, Main Place must maintain a minimum amount of eligible
collateral, which is determined on a discounted basis and may consist of
mortgage loans, certain U.S. agency mortgage pass-through certificates, U.S.
government securities and cash held by a trustee (the "Trustee"). The types,
characteristics and permitted amounts of eligible collateral are subject to
change from time to time without the consent of the bondholders if such changes
would not adversely affect the ratings assigned to the Bonds. In the event such
collateral requirements are not met with respect to any series, Main Place must
provide additional or substitute mortgage loans or other acceptable collateral
with respect to such series to meet the required amounts of eligible collateral
and/or repurchase Bonds in an amount sufficient to meet collateral requirements.
If sufficient eligible collateral is not supplied and/or sufficient Bonds are
not repurchased, Main Place must redeem a portion of the outstanding Bonds of
such series such that the existing amount of the eligible collateral meets the
collateral requirements of the indenture relating to the Bonds of such series
that remain outstanding after the redemption. As of September 30, 2001, Main
Place had the authority to issue approximately $3.5 billion of securities under
its existing shelf registration statement.

The following table displays the primary terms of Main Place's 1999-1
mortgage-backed bond as of September 30, 2001 (dollars in thousands):

                                                                        Series
                                                                        1999-1
                                                                       (Issued
                                                                      May 1999)
                                                                ---------------

Amount issued..................................................      $1,500,000
Reference rate ................................................     3-mo. LIBOR
                                                                          +12bps
Period-end interest rate.......................................         3.6325%
Maturity.......................................................            2002
Mortgage loans and cash collateralizing mortgage-backed bonds:
     Collateral - book value...................................      $2,900,545
     Collateral - discounted value.............................       2,317,936
     Collateral - approximate amount exceeding
          minimum indenture requirements.......................         735,436

Interest expense on the Series 1999-1 mortgage-backed bonds for the three months
and nine months ended September 30, 2001 was $20.5 million and $64.4 million,
respectively, compared to interest expense on the Series 1995-2, 1997-1 and
1999-1 mortgage-backed bonds of $53.1 million and $166.1 million for the same
periods in 2000. On March 25, 2000, Main Place repaid its obligation of $1.0
billion on the Series 1997-1 mortgage-backed bonds. On October 25, 2000, Main
Place repaid its obligations of $1.5 billion on the Series 1995-2
mortgage-backed bonds.



                                      10
<PAGE>

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

Total net income before cumulative effect of accounting change for the third
quarter and first nine months of 2001 was $121.2 million and $389.2 million,
respectively, representing decreases of $23.6 million and $44.6 million from the
corresponding periods last year. The decrease primarily resulted from decreases
in interest income, partially offset by a decline in interest expense.

Total income for the third quarter and first nine months of 2001 was $235.8
million and $772.5 million, respectively, representing a decrease of $92.6
million and $218.0 million, respectively, from the corresponding periods in
2000. The decrease included a decline in interest and fees on loans of $72.6
million and $167.3 million, respectively, due to run-off of the loan portfolio
and a sale of $1.5 billion of loans back to the Parent. Interest income from the
securities portfolio for the third quarter and first nine months of 2001
declined $11.2 million and $28.6, respectively, resulting from a reduction of
$538.8 million in the average balance of the securities portfolio for the nine
months ended September 30, 2001, compared to the same period in 2000. The net
change in total income also included a decrease in interest income on time
deposits placed of $20.6 million and $34.0 million for the third quarter and
first nine months of 2001, respectively, compared to the same periods in 2000.
The changes in interest income on time deposits placed resulted from a decrease
of 201 basis points in average yields, to 4.33 percent for the nine months ended
September 30, 2001, compared to the same period in 2000, reflecting market
interest rate declines, partially offset by an increase in the average balance
of $1.3 billion for the first nine months of 2001. The change in total income
also included a gain on available-for-sale securities sold for the first nine
months of 2001 in the amount of $11.9 million.

Total expenses (excluding income taxes) for the third quarter and first nine
months of 2001 were $41.8 million and $149.7 million, respectively, representing
a decrease of $54.8 million and $146.5 million compared to the same periods in
2000. The decrease included a decline in interest expense on securities sold
under agreements to repurchase of $21.2 million and $44.1 million, respectively,
resulting from a reduction of $466.0 million in average borrowings and a 159
basis point decrease in average rates to 4.64 percent for the nine months ended
September 30, 2001, compared to the same period in 2000. Long-term debt interest
expense for the third quarter and first nine months of 2001 decreased by $32.5
million and $101.6 million, respectively, compared to the same periods in 2000.
This decrease was a result of the retirement of $1.0 billion of debt in March
2000 and $1.5 billion of debt in October 2000, in addition to a 98 basis point
decrease in average rates to 5.73 percent for the nine months ended September
30, 2001, compared to the same period in 2000.

Main Place made no provision for credit losses in the third quarter and first
nine months of 2001. Nonperforming loans decreased $36.1 million to $27.2
million at September 30, 2001, from $63.3 million at December 31, 2000. Future
economic conditions and changes in the loan portfolio may increase nonperforming
loans and, accordingly, may affect 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 judgement.
After review of all relevant matters affecting loan collectibility, management
believes that the allowance for credit losses is appropriate given its analysis
of probable incurred credit losses at September 30, 2001.



                                      11
<PAGE>

Part II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K

         (a)  Exhibits:

              12   Ratio of Earnings to Fixed Charges.


         (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.

                                     As Registrant, Main Place Funding, LLC
                                     --------------------------------------


Date:  November 14, 2001             ____________________________________
                                     Susan R. Faulkner
                                     Treasurer and Senior Vice President
                                     Principal Financial and Accounting Officer


                                      13
<PAGE>

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



Exhibit      Description
-------      -----------

12           Ratio of Earnings to Fixed Charges.



                                      14