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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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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, 2003



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 333-82040



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MAIN PLACE FUNDING, LLC

(Exact name of registrant as specified in its charter)



|Delaware                                                      |  | 57-0236115                            
|------------------------------------------------------------- |  | --------------------------------------
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification Number)
|                                                              | 
|9 W 57thStreet New York,
NY                                   |  | 10019                                 
|(Address of principal executive offices)                      |  | (Zip Code)                            



(212) 583-8078

(Registrants telephone number, including area code)



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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 ̈



Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).  Yes ̈No  x



On November 14, 2003, there were no shares of common stock outstanding. As of November 14, 2003, Bank of America, N.A. holds 100 percent membership interest in Main Place.



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.



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Main Place Funding, LLC

September 30, 2003 Form 10-Q





|                  |  |                                                                                                                                                                                                                                                      |  | Page
|----------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|Part I.           |  | Financial Information                                                                                                                                                                                                                                |  |     
|                  |  |                                                                                                                                                                                                                                                     
|Item 1.           |  | Financial Statements                                                                                                                                                                                                                                 |  |     
|                  |  |                                                                                                                                                                                                                                                     
|                  |  | Statement of Income for the Three and Nine Months Ended September 30, 2003 and 2002                                                                                                                                                                  |  | 3   
|                  |  |                                                                                                                                                                                                                                                     
|                  |  | Balance Sheet as of September 30, 2003 and December 31, 2002                                                                                                                                                                                         |  | 4   
|                  |  |                                                                                                                                                                                                                                                     
|                  |  | Statement of Cash Flows for the Nine Months Ended September 30, 2003 and 2002                                                                                                                                                                        |  | 5   
|                  |  |                                                                                                                                                                                                                                                     
|                  |  | Statement of Changes in Members Equity for the Nine Months Ended September 30, 2003 and 2002                                                                                                                                                        |  | 6   
|                  |  |                                                                                                                                                                                                                                                     
|                  |  | Notes to Financial Statements                                                                                                                                                                                                                        |  | 7   
|                  |  |                                                                                                                                                                                                                                                     
|Item 2.           |  | Managements Discussion and Analysis of Results of Operations and Financial Condition                                                                                                                                                                |  | 10  
|                  |  |                                                                                                                                                                                                                                                     
|Item 4.           |  | Controls and Procedures                                                                                                                                                                                                                              |  | 11  
|                  |  |                                                                                                                                                                                                                                                     
|Part II.          |  | Other Information                                                                                                                                                                                                                                    |  |     
|                  |  |                                                                                                                                                                                                                                                     
|Item 5.           |  | Other Events                                                                                                                                                                                                                                         |  | 12  
|                  |  |                                                                                                                                                                                                                                                     
|Item 6.           |  | Exhibits and Reports on Form 8-K                                                                                                                                                                                                                     |  | 12  
|                  | 
|Signature         |  | 13                                                                                                                                                                                                                                                  
|                  | 
|Index to Exhibits |  | 14                                                                                                                                                                                                                                                  
|                  |  |                                                                                                                                                                                                                                                     
|                  |  | Exhibit 10.1: Financial Warranty agreement between Oppenheimer Principal Protected Trust II on behalf of its series, Oppenheimer Principal Protected Main Street Fund II,
OppenheimerFunds, Inc and Main Place Funding, LLC, Dated October 31, 2003. |  | 14  
|                  |  |                                                                                                                                                                                                                                                     
|                  |  | Exhibit 10.2: Financial Warranty agreement with Bank of America, N.A. With respect to the Oppenheimer Principal Protected Trust II                                                                                                                   |  | 15  
|                  |  |                                                                                                                                                                                                                                                     
|                  |  | Exhibit 31.1: Certification of President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                   |  | 31  
|                  |  |                                                                                                                                                                                                                                                     
|                  |  | Exhibit 31.2: Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                  |  | 33  
|                  |  |                                                                                                                                                                                                                                                     
|                  |  | Exhibit 32.1: Certification of President pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                   |  | 35  
|                  |  |                                                                                                                                                                                                                                                     
|                  |  | Exhibit 32.2: Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                 |  | 36  



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Part I. FINANCIAL INFORMATION



|Item 1. |  | Financial Statements
|------- |  | --------------------



Main Place Funding, LLC

Statement of Income

(Dollars in Thousands)



|                                                           |  | Three Months EndedSeptember 30 |        | Nine Months EndedSeptember 30
|---------------------------------------------------------- |  | ------------------------------ | ------ | -----------------------------
|                                                           |  | 2003                           |        |                              
|Income                                                     |  |                                |        |                              
|Interest and fees on loans                                 |  | $                              |       |                              
|Interest on securities                                     |  |                                |       |                              
|Interest on time deposits placed                           |  |                                | 17,443 |                              
|Gain on sale of securities                                 |  |                                |       |                              
|Trading account profit and fees                            |  |                                | (448   | )                            
|Provision for (release of) allowance for credit losses     |  |                                |       |                              
|                                                           |  |                                |        |                              
|Total income                                               |  | $                              | 16,995 |                              
|                                                           |  |                                |        |                              
|Expenses                                                   |  |                                |        |                              
|Interest on securities sold under agreements to repurchase |  |                                |       |                              
|Interest on long-term debt                                 |  |                                |       |                              
|Other general and operating expenses                       |  |                                | 108    |                              
|                                                           |  |                                |        |                              
|Total expenses                                             |  |                                | 108    |                              
|                                                           |  |                                |        |                              
|Income before income taxes                                 |  |                                | 16,887 |                              
|Income tax expense                                         |  |                                | 6,023  |                              
|                                                           |  |                                |        |                              
|Net income                                                 |  | $                              | 10,864 |                              
|                                                           |  |                                |        |                              



See accompanying notes to financial
statements.



3



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Main Place Funding, LLC

Balance Sheet

(Dollars in Thousands)



|                                                |  | As ofSeptember 302003 |           | As ofDecember 312002
|----------------------------------------------- |  | --------------------- | --------- | --------------------
|Assets                                          |  |                       |           |                     
|Cash and cash equivalents                       |  | $                     | 7,050,700 |                     
|Derivative trading account receivable           |  |                       | 33,211    |                     
|Interest receivable                             |  |                       | 196       |                     
|Other assets                                    |  |                       |          |                     
|                                                |  |                       |           |                     
|Total assets                                    |  | $                     | 7,084,107 |                     
|                                                |  |                       |           |                     
|                                                |  |                      
|Liabilities                                     |  |                       |           |                     
|Due to affiliates                               |  | $                     | 182,071   |                     
|Derivative trading account payable to affiliate |  |                       | 25,016    |                     
|Other liabilities                               |  |                       | 44        |                     
|                                                |  |                       |           |                     
|Total liabilities                               |  |                       | 207,131   |                     
|                                                |  |                       |           |                     
|Members Equity                                 |  |                       |           |                     
|Contributed equity                              |  |                       | 4,770,337 |                     
|Undistributed income                            |  |                       | 2,106,639 |                     
|                                                |  |                       |           |                     
|Total members equity                           |  |                       | 6,876,976 |                     
|                                                |  |                       |           |                     
|Total liabilities and members equity           |  | $                     | 7,084,107 |                     
|                                                |  |                       |           |                     



See accompanying notes to financial
statements.



4



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Statement of Cash Flows

(Dollars in Thousands)



|                                                                                |  | Nine Months EndedSeptember 30 |           
|------------------------------------------------------------------------------- |  | ----------------------------- | ----------
|                                                                                |  | 2003                          |           
|Operating Activities                                                            |  |                               |           
|Net income                                                                      |  | $                             | 46,716    
|Reconciliation of net income to cash (used in) provided by operating activities |  |                               |           
|Gain on sale of securities                                                      |  |                               |          
|Provision for credit losses                                                     |  |                               |          
|Deferred income tax benefit                                                     |  |                               |          
|Net decrease in derivative trading accounts receivable                          |  |                               | 4,172     
|Net decrease in interest receivable                                             |  |                               | 4,239     
|Net increase in account receivable from affiliates                              |  |                               |          
|Net (decrease)/ increase in due to affiliates                                   |  |                               | (873,872  
|Net decrease in derivative trading accounts payable to affiliate                |  |                               | (3,152    
|Other operating activities, net                                                 |  |                               | 92        
|                                                                                |  |                               |           
|Net cash (used in) provided by operating activities                             |  |                               | (821,805  
|                                                                                |  |                               |           
|                                                                                |  |                              
|Investing Activities                                                            |  |                               |           
|Proceeds from maturities of securities held-to-maturity                         |  |                               |          
|Proceeds from sales and maturities of securities available-for-sale             |  |                               |          
|Purchase of securities available for sale                                       |  |                               |          
|Net increase in time deposits placed with affiliates                            |  |                               |          
|Collections of loans outstanding                                                |  |                               |          
|Proceeds from sales of loans to affiliates                                      |  |                               |          
|                                                                                |  |                               |           
|Net cash provided by investing activities                                       |  |                               |          
|                                                                                |  |                               |           
|                                                                                |  |                              
|Financing Activities                                                            |  |                               |           
|Net decrease in securities sold under agreements to repurchase                  |  |                               |          
|Retirement of long-term debt                                                    |  |                               |           
|Distribution of capital to parent                                               |  |                               | (7,489,111
|                                                                                |  |                               |           
|Net cash used in financing activities                                           |  |                               | (7,489,111
|                                                                                |  |                               |           
|Net decrease in cash and cash equivalents                                       |  |                               | (8,310,916
|Cash and cash equivalents at beginning of period                                |  |                               | 15,361,616
|                                                                                |  |                               |           
|Cash and cash equivalents at end of period                                      |  | $                             | 7,050,700 
|                                                                                |  |                               |           



See accompanying notes to financial
statements.



5



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Main Place Funding, LLC

Statement of Changes in Members Equity

(Dollars in Thousands)



|                              |  | ContributedEquity |            |   | UndistributedIncome |   | AccumulatedOtherComprehensiveIncome/(Loss) (1) |  |   | TotalMembersEquity |   |  | Compre-hensiveIncome/(Loss) |           
|----------------------------- |  | ----------------- | ---------- | - | ------------------- | - | ---------------------------------------------- |  | - | ------------------- | - |  | --------------------------- | ----------
|Balance on December 31, 2001  |  | $                 | 13,395,436 |   |                     | $ | 1,801,675                                      |  | $ | 17,527              |   |  | $                           | 15,214,638
|Net income                    |  |                   |           |   |                     |   | 211,843                                        |  |   |                    |   |  |                             | 211,843   
|Other comprehensive income    |  |                   |           |   |                     |   |                                               |  |   | (8,928              | ) |  |                             | (8,928    
|                              |  |                   |            |   |                     |   |                                                |  |   |                     |   |  |                             |           
|Comprehensive income          |  |                   |           |   |                     |   |                                               |  |   |                    |   |  |                             |          
|                              |  |                   |            |   |                     |   |                                                |  |   |                     |   |  |                             |           
|Balance on September 30, 2002 |  | $                 | 13,395,436 |   |                     | $ | 2,013,518                                      |  | $ | 8,599               |   |  | $                           | 15,417,553
|                              |  |                   |            |   |                     |   |                                                |  |   |                     |   |  |                             |           
|Balance on December 31, 2002  |  | $                 | 12,259,448 |   |                     | $ | 2,059,923                                      |  | $ |                    |   |  | $                           | 14,319,371
|Net income                    |  |                   |           |   |                     |   | 46,716                                         |  |   |                    |   |  |                             | 46,716    
|                              |  |                   |            |   |                     |   |                                                |  |   |                     |   |  |                             |           
|Comprehensive income          |  |                   |           |   |                     |   |                                               |  |   |                    |   |  |                             |          
|                              |  |                   |            |   |                     |   |                                                |  |   |                     |   |  |                             |           
|Distributions                 |  |                   | (7,489,111 | ) |                     |   |                                               |  |   |                    |   |  |                             | (7,489,111
|                              |  |                   |            |   |                     |   |                                                |  |   |                     |   |  |                             |           
|Balance on September 30, 2003 |  | $                 | 4,770,337  |   |                     | $ | 2,106,639                                      |  | $ |                    |   |  | $                           | 6,876,976 
|                              |  |                   |            |   |                     |   |                                                |  |   |                     |   |  |                             |           



|(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



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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 wholly-owned 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. The Parent holds a 100 percent membership interest in Main Place. Main Place is also considered a single-member LLC under current tax law.



On October 21, 2002, Main Place adopted an Amended and Restated Limited Liability Company Agreement, filed under cover of Form 8-K, which removed certain restrictions on
the business activities of Main Place and permitted it to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware.



Under these expanded powers, Main Place commenced the business of entering into financial
contracts with third parties, including financial warranty agreements (as described below). As of September 30, 2003, Main Place has entered into three financial warranty agreements with third-party trusts. These trusts are open-ended diversified,
registered investment companies. Under the terms of these warranty agreements, Main Place provides financial warranties in order to ensure that the trusts are able to redeem all of the outstanding shares of the specified series on the warranty
maturity dates for an amount at least equal to an aggregate protected amount. For each of the agreements entered into by Main Place with a third party, Main Place has also entered into a financial warranty agreement with the Parent. Under the terms
of these agreements, the Parent provides financial warranties in favor of Main Place corresponding to Main Places obligations under the financial warranties with the third parties.



Note 2  Summary of Significant Accounting Policies



Basis of Presentation



The information contained in these financial statements is unaudited. In the opinion of management, all normal recurring adjustments necessary for a fair statement of the
interim period results have been made. Certain prior period amounts have been reclassified to conform to current period classifications. The accompanying financial statements have been prepared in accordance with accounting principles generally
accepted in the United States. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect reported amounts and
disclosures. Actual results could differ from these estimates. Significant estimates made by management are discussed in these footnotes as applicable. Accounting policies followed in the presentation of interim financial results are presented in
Note 2 on pages 16 to 18 of Main Places Annual Report on Form 10-K for the year ended December 31, 2002.



Recently Issued Accounting Pronouncements



FASB Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, (FIN 45) was issued in November 2002. FIN 45 requires that a liability be recognized at the inception of certain guarantees for
the fair value of the obligation, including the ongoing obligation to stand ready to perform over the term of the guarantee. Guarantees, as defined in FIN 45, include contracts that contingently require Main Place to make payments to a guaranteed
party based on changes to an asset, liability or equity security of the guaranteed party, performance guarantees, indemnification agreements or indirect guarantees of indebtedness of others. This new accounting pronouncement was effective for
certain guarantees issued or modified after December 31, 2002. Since Main Places financial warranties are considered derivatives under FAS 133, the issuance of FIN 45 did not impact



7



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the accounting for these items other than requiring additional disclosures. These disclosures are located in Note 3 and 6.



Note 3  Derivatives  Financial Warranty Agreements



Main Place is in the business of entering into financial warranty agreements with third
parties. As of September 30, 2003, Main Place had entered into three financial warranty agreements with third party trusts. The aggregate net asset value of outstanding shares subject to these financial warranty agreements was $716.6 million at
September 30, 2003. For each of the agreements entered into by Main Place with a third party, Main Place has also entered into a financial warranty agreement with the Parent. Net trading account profits and fees from these agreements totaled ($448)
thousand for the third quarter of 2003.



On October 29, 2002, Main Place
entered into a financial warranty agreement with Pioneer Principal Protection Trust on behalf of its series Pioneer Protected Principal Plus Fund and Pioneer Investment Management, Inc., filed under cover of Form 8-K dated as of October 21, 2002.
The trust is an open-ended diversified, registered investment company registered under the Investment Company Act of 1940, as amended. Under the terms of the agreement, Main Place provided a financial warranty to the trust in the amount of up to
$180.3 million in order to ensure that the trust is able to redeem all of the outstanding shares of the series on the maturity date, as defined in the financial warranty agreement. The last day upon which the financial warranty may be drawn is
January 8, 2010.



On December 20, 2002, Main Place entered into a financial
warranty agreement with the Parent. Under the terms of this agreement, the Parent provided a financial warranty in favor of Main Place in the amount of up to $180.3 million, corresponding to Main Places obligations under the financial warranty
in favor of Pioneer Principal Protection Trust on behalf of its series, Pioneer Protected Principal Plus Fund.



On November 1, 2002, Main Place entered into a financial warranty agreement with Merrill Lynch Principal Protected Trust, on behalf of its series Merrill Lynch Fundamental Growth Principal Protected Fund and Merrill
Lynch Investment Managers, L.P., filed under cover of Form 8-K dated as of October 21, 2002. The trust is an open-ended diversified, registered investment company registered under the Investment Company Act of 1940, as amended. Under the terms of
the agreement, Main Place provided a financial warranty in the amount of up to $265.9 million in order to ensure that the trust is able to redeem all of the outstanding shares of the series on the maturity date, as defined in the financial warranty
agreement. The last day upon which the financial warranty may be drawn is December 1, 2009.



On November 13, 2002, Main Place entered into a financial warranty agreement with the Parent. Under the terms of this agreement, the Parent provided a financial warranty in favor of Main Place in the amount of up to
$265.9 million, corresponding to Main Places obligations under the financial warranty in favor of Merrill Lynch Principal Protected Trust, on behalf of its series Merrill Lynch Fundamental Growth Principal Protected Fund.



On November 1, 2002, Main Place entered into a financial warranty agreement with Merrill
Lynch Principal Protected Trust, on behalf of its series Merrill Lynch Basic Value Principal Protected Fund and Fund Asset Management, L.P., filed under cover of Form 8-K dated as of October 21, 2002. The trust is an open-ended diversified,
registered investment company registered under the Investment Company Act of 1940, as amended. Under the terms of the agreement, Main Place provided a financial warranty in the amount of up to $335.8 million in order to ensure that the trust is able
to redeem all of the outstanding shares of the series on the maturity date, as defined in the financial warranty agreement. The last day upon which the financial warranty may be drawn is December 1, 2009.



On November 13, 2002, Main Place entered into a financial warranty agreement with the Parent.
Under the terms of this agreement, the Parent provided a financial warranty in favor of Main Place in the amount of up to $335.8 million, corresponding to Main Places obligations under the financial warranty in favor of Merrill Lynch Principal
Protected Trust, on behalf of its series Merrill Lynch Basic Value Principal Protected Fund.



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On October 31, 2003, Main Place Funding, LLC entered into a fourth financial warranty agreement with Oppenheimer
Principal Protected Trust II on behalf of its series, Oppenheimer Principal Protected Main Street Fund II and OppenheimerFunds, Inc. and a corresponding agreement with the Parent. See Note 6.



Main Place structures these financial warranties to include investment constraints and
certain pre-defined triggers that would require the underlying assets or portfolio of the trust to be liquidated and invested in zero-coupon bonds that mature at a preset future date. Main Place is required to fund any shortfall at the preset future
date between the value of the trusts assets and a preset amount. These financial warranties are booked as derivatives and marked to market in the trading portfolio. As stated above, as of September 30, 2003 the aggregate net asset value of
outstanding shares subject to these financial warranties with third party trusts totaled $716.6 million. Main Place has never made a payment under these products and management believes that the probability of payment under these financial
warranties is remote. During the third quarter of 2003, Main Place received $1.5 million in fees related to these financial warranty agreements.



Note 4  Affiliate Transactions



Main Place maintains its cash and cash equivalent accounts with the Parent. As of September 30, 2003 and December 31, 2002, Main Place had $7.0 billion and $14.3 billion,
respectively, of time deposits placed with the Parent. Remaining amounts disclosed within cash and cash equivalents on the accompanying balance sheet represent cash balances maintained with the Parent. Interest income on time deposits placed with
the Parent for the three and nine months ended September 30, 2003 was $17.4 million and $73.2 million, respectively, compared to $58.4 million and $160.4 million for the same prior year periods.



The Parent has entered into financial warranty agreements with Main Place. Under the terms of
these agreements, the Parent provides financial warranties in favor of Main Place in an aggregate amount of $716.6 million, which corresponds with Main Places obligations under financial warranty agreements in favor of third parties. During
the third quarter of 2003, Main Place paid $1.1 million of fees to the Parent related to these agreements.



Due to affiliates as of September 30, 2003 and December 31, 2002 were $182.1 million and $1.1 billion respectively. The September 30, 2003 balance is composed entirely of income tax payable to the Parent. The December
31, 2002 balance was composed primarily of a $900.5 million payable that was a result of an operational error made during the distribution of loans to the Parent in December 2002. The $900.5 million payable was settled during January of 2003.



The Parent performs all of the operational services for Main Place. Total
expenses allocated to Main Place by the Parent were $100 thousand for the nine months ended September 30, 2003 and are included in other general and operating expenses.



Note 5  Fair Values of Financial Instruments



Statement of Financial Accounting Standards No. 107, Disclosures About Fair Value of Financial Instruments, requires the
disclosure of the estimated fair values of financial instruments. The fair value of an instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
Quoted market prices, if available, are utilized as estimates of the fair values of financial instruments. Fair values of items for which no quoted market prices exist have been derived based on managements assumptions, the estimated amount
and timing of future cash flows and estimated discount rates. The estimation methods for individual classifications of financial instruments are more fully described below. Different assumptions could significantly affect these estimates.
Accordingly, the net realizable values could be materially different from the estimates presented below. In addition, the estimates are only indicative of individual instruments values and should not be considered an indication of the fair
value of Main Place.



Short-Term Financial Instruments



The carrying value of short-term financial instruments, including cash and cash equivalents,
repurchase agreements, accounts receivable from affiliates and interest receivable approximates the fair value. These financial instruments



9



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generally expose Main Place to limited credit risk, have no stated maturities or have maturities of less than 90 days and carry interest rates that
approximate market.



Derivatives



All derivatives are recognized on the balance sheet at fair value.



Note 6  Subsequent Events



On October 31, 2003, Main Place Funding, LLC entered into a financial warranty agreement
with Oppenheimer Principal Protected Trust II on behalf of its series, Oppenheimer Principal Protected Main Street Fund II and OppenheimerFunds, Inc., filed herewith as Exhibit 10.l. The trust is an open-ended diversified investment company
registered under the Investment Company Act of 1940, as amended. Under the terms of the agreement, Main Place Funding, LLC has committed to provide, upon satisfaction of certain conditions, a financial warranty in an amount of up to $500 million in
order to ensure that the fund is able to redeem all of its outstanding shares on the funds maturity date for an amount equal to the aggregate protected amount, as defined in the financial warranty agreement. The last day upon which the
financial warranty may be drawn will be determined at the end of the offering period, which is expected to be on or before February 27, 2004. This offering period cannot be extended with out Main Places prior written consent. Based upon those
conditions, the last date upon which the financial warranty may be drawn is expected to be March 31, 2011.



On October 31, 2003, Main Place entered into a financial warranty agreement with Bank of America, N.A., filed herewith as Exhibit 10.2. Under the terms of this agreement, Bank of America, N.A. provided a financial
warranty in favor of Main Place in the amount of up to $500 million, corresponding to Main Places obligations under the financial warranty in favor of Oppenheimer Principal Protected Trust II on behalf of its series, Oppenheimer Principal
Protected Main Street Fund II .



|Item 2. |  | Managements Discussion and Analysis of Results of Operations and Financial Condition
|------- |  | -------------------------------------------------------------------------------------



Prior to October 2002, Main Place was engaged in the business of consolidating, holding and managing certain closed-end residential mortgage
loans owned by certain affiliates of Bank of America Corporation, Main Places indirect corporate parent. In October 2002, Main Place ceased these prior business activities and commenced the business of entering into financial warranty
agreements in favor of third parties for a fee. Accordingly, Main Places results of operations and financial condition as of and for the three and nine months ended September 30, 2003 and 2002 are not comparable and should not be relied upon
as indicative of future comparative periods.



Total net income for the third
quarter and first nine months of 2003 was $10.9 million and $46.7 million, respectively, representing a decrease of $49.2 million and $165.1 million from the corresponding periods in 2002. The decrease was primarily a result of the change in
business activities of Main Place, as the remaining loan and available-for-sale securities portfolios were distributed to the Parent on December 20, 2002. Due to the distribution, no loan or security income was recorded in the first nine months of
2003. Income tax expense for the third quarter and first nine months of 2003 was $6.0 million and $26.2 million, respectively, representing a decrease of $27.1 million, and $92.2 million, respectively from the corresponding periods in 2002.



Total income for the third quarter and first nine months of 2003 was $17.0
million and $73.2 million, respectively, representing a decrease of $78.2 million, and $285.8 million, respectively from the corresponding periods in 2002. The decrease was primarily a result of the change in business activities of Main Place, as
the remaining loan and available-for-sale securities portfolios were distributed to the Parent on December 20, 2002. Due to the distribution, no loan or security income was recorded in the first nine months of 2003.



Total expenses (excluding income taxes) for the third quarter and first nine months of 2003
were $108 thousand and $282 thousand respectively, representing a decrease of $1.9 million and $28.4 million compared to the same periods in 2002. The decrease includes a decline in interest expense on securities sold under agreements to repurchase
of $1.1 million and $4.3 million, respectively, resulting from the termination of the repurchase agreements in



10



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conjunction with the securities distribution to the Parent on December 20, 2002. Interest expense on long-term debt also declined $16.1 million versus the
first nine months of 2002, as Main Place repaid its remaining debt obligations on May 28, 2002. Due to the distribution of loans to the Parent, no servicing fees on loans were recorded for the first nine months of 2003. Servicing fees paid to the
Parent approximated $900 thousand and $7.8 million for the third quarter and first nine months of 2002 and were included in other general and operating expenses.



Critical Accounting Estimates and Principles



Main Places significant accounting principles are presented in Note 2 on page 16-18 of the Annual Report on Form 10-K for the year
ended December 31, 2002 and are essential to understanding Managements Discussion and Analysis of Results of Operations and Financial Condition. Some of Main Places accounting principles require significant judgment to estimate values of
either assets or liabilities. In addition, certain accounting principles require significant judgment in applying the critical accounting principles to individual transactions to determine the most appropriate treatment. We have established
procedures and processes to facilitate making the judgments necessary to prepare financial statements.



The following is a summary of the more judgmental and critical accounting estimates and principles. In each area, we have identified the variables most important in the estimation process. Management has used the best
information available to make the estimations necessary to value the related assets and liabilities. Actual performance that differs from our estimates and future changes in the key variables could change future valuations and impact net income.



Trading Assets and Liabilities



Main Place engages in trading-related activities. Trading positions recorded on the balance
sheet are at fair value. Valuations for derivative assets and liabilities not traded on an exchange, or over the counter, are obtained using mathematical models that require inputs of external rates and prices to generate continuous yield or pricing
curves used to value the positions. Pricing risk is greater for positions with either option-based or longer-dated attributes where inputs are not readily available and model-based extrapolations of rate and price scenarios are used to generate
valuations. In these situations, this risk is mitigated through the use of valuation adjustments.



Accrued Taxes



Main Places
operating results are included in the consolidated federal income tax return of the Corporation. The method of allocating federal income tax expense is determined under a tax allocation agreement between Main Place and the Corporation. This
allocation agreement specifies that income tax expense will be computed for all subsidiaries on a separate company method, taking into account tax planning strategies and the tax position of the consolidated group. Accrued taxes represent the net
estimated amount due or to be received from the Corporation.



|Item 4. |  | Controls and Procedures
|------- |  | -----------------------



Pursuant to Rule 15d-15(b) under the Securities Exchange Act of 1934, Main Place carried out an evaluation, with the participation of Main Places management,
including Main Places President and Principal Financial and Accounting Officer, of the effectiveness of Main Places disclosure controls and procedures (as defined under Rule 15d-15(e) under the Securities Exchange Act of 1934) as of the
end of the period covered by this report. Based upon that evaluation, Main Places President and Principal Financial and Accounting Officer, concluded that Main Places disclosure controls and procedures are effective in timely alerting
them to material information relating to Main Place required to be included in Main Places periodic SEC filings. There has been no change in Main Places internal control over financial reporting during the quarter ended September 30,
2003 that has materially affected, or is reasonably likely to materially affect, Main Places internal control over financial reporting.



11



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Part II. OTHER INFORMATION



|Item 5. |  | Other Events
|------- |  | ------------



On October 31, 2003, Main Place Funding, LLC entered into a financial warranty agreement with Oppenheimer Principal Protected Trust II on behalf of its series, Oppenheimer Principal Protected Main Street Fund II and
OppenheimerFunds, Inc., filed herewith as Exhibit 10.1. See comments on Note 6 (Page 10). The trust is an open-ended diversified investment company registered under the Investment Company Act of 1940, as amended. Under the terms of the agreement,
Main Place Funding, LLC has committed to provide, upon satisfaction of certain conditions, a financial warranty in an amount of up to $500 million in order to ensure that the fund is able to redeem all of its outstanding shares on the funds
maturity date for an amount equal to the aggregate protected amount, as defined in the financial warranty agreement.



On October 31, 2003, Main Place entered into a financial warranty agreement with Bank of America, N.A., filed herewith as Exhibit 10.2. Under the terms of this agreement,
Bank of America, N.A. provided a financial warranty in favor of Main Place in the amount of up to $500 million, corresponding to Main Places obligations under the financial warranty in favor of Oppenheimer Principal Protected Trust II on
behalf of its series, Oppenheimer Principal Protected Main Street Fund II.



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



| | (a) | Exhibits:
| | --- | ---------



|     | 
|---- | 
|10.1 | 
|     | 
|10.2 | 
|     | 
|31.1 | 
|     | 
|31.2 | 
|     | 
|32.1 | 
|     | 
|32.2 | 



| | (b) | Reports on Form 8-K:
| | --- | --------------------



None.



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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: November 14, 2003 |  |  |  | /s/ Michael Coppins                                       
|                        |  |  |  | Michael Coppins Principal Financial and Accounting Officer



13



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Main Place Funding, LLC

Form 10-Q

Index to Exhibits



|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        | 
|10.1    |  | Financial Warranty agreement between Oppenheimer Principal Protected Trust II on behalf of its series, Oppenheimer Principal Protected Main Street Fund II, OppenheimerFunds, Inc
and Main Place Funding, LLC, Dated October 31, 2003, incorporated herewith by reference to Exhibit (h) (i) of Oppenheimer Principal Trust IIs Registration Form N-1A (No 333-108093), as amended and filed with the Securities and Exchange
Commission on November 6, 2003
|        | 
|10.2    |  | Financial Warranty agreement with Bank of America, N.A., with respect to Oppenheimer Principal Protected Trust II, dated October 31, 2003                                                                                                                                                                                                                                                                                                                    
|        | 
|31.1    |  | Certification of President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                                                         
|        | 
|31.2    |  | Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                        
|        | 
|32.1    |  | Certification of President pursuant Section 906 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                           
|        | 
|32.2    |  | Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                                                                                                                                                                                                                                                                                                                        



14