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, 1997

                                       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 33-82040
                                                --------
                                        
                     MAIN PLACE REAL ESTATE INVESTMENT TRUST
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)

Maryland                                               56-1996001
-------------------------------                        -----------------------
(State or other jurisdiction of                        (I.R.S. Employer
 incorporation or organization)                         Identification Number)

             100 North Tryon Street, 23rd floor, 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  13,  1997, there were 100,000 shares of the registrant's  Class  A
Trust shares outstanding and 110 shares of the registrant's Class B Trust shares
outstanding.

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.



Main Place Real Estate Investment Trust
September 30, 1997 Form 10-Q


Index                                                                   

Part I.   Financial Information

Item 1.   Financial Statements

          Statement of Income for the Three Months and Nine Months Ended
          September 30, 1997 and 1996                              

          Balance Sheet on September 30, 1997 and December 31, 1996    
                                        
          Statement of Cash Flows for the Nine Months Ended
          September 30, 1997 and 1996                                    

          Statement of Changes in Shareholders' Equity for the Nine Months
          Ended September 30, 1997 and 1996                                 

          Notes to Financial Statements                              

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

Part II.  Other Information

Item 6.   Exhibits and Reports on Form 8-K                                

Signature                                             

Index to Exhibits                                               



Part I.   FINANCIAL INFORMATION

Item 1.   Financial Statements

<TABLE>
Main Place Real Estate Investment Trust
Statement of Income
(Dollars in Thousands)
<CAPTION>
                                        Three Months           Nine Months
                                     Ended September 30     Ended September 30
                                   ---------------------- ----------------------
                                       1997       1996        1997       1996
--------------------------------------------------------------------------------
<S>                                  <C>        <C>        <C>         <C>
Income
  Interest and fees on loans........ $ 259,778  $  85,472  $  792,924  $ 259,390
  Interest on securities
       Held for investment..........     4,487          -       4,487          -
       Available for sale...........   103,524      1,365     129,026      1,365
  Interest on time deposits placed..    87,974          -     123,197          -
    Gains on sales of available for
      sale securities...............       546          -      16,536          -
                                     -------------------------------------------
      Total income..................   456,309     86,837   1,066,170    260,755
                                     -------------------------------------------
Expenses
  Interest on securities sold under 
    agreements to repurchase........    72,098          -      91,050          -
  Interest on long-term and
     subordinated debt..............    61,042     64,509     180,711    197,804
  Other operating expenses..........     7,592      3,166      23,657      9,806
                                     -------------------------------------------
      Total expenses................   140,732     67,675     295,418    207,610
                                     -------------------------------------------
Income before income taxes..........   315,577     19,162     770,752     53,145
Income tax expense..................         -      7,281           -     20,195
                                     -------------------------------------------
Net income.......................... $ 315,577  $  11,881  $  770,752  $  32,950
                                     ===========================================

See accompanying notes to financial statements.
</TABLE>

<TABLE>
Main Place Real Estate Investment Trust
Balance Sheet
(Dollars in Thousands)
<CAPTION>
                                                September 30        December 31
                                                    1997                1996
--------------------------------------------------------------------------------
<S>                                                <C>              <C> 
Assets
   Cash and cash equivalents...................... $  1,464,189     $   253,578
   Time deposits placed with affiliates...........   14,263,457               -
   Securities:
      Held for investment, at cost 
         (market value - $582,936 and $0).........      581,024               -
      Available for sale..........................   14,773,856         836,938
                                                   -----------------------------
         Total securities.........................   15,354,880         836,938
                                                   -----------------------------
   Amount due from Trustee........................      177,528         101,325 

   Loans, net of unearned income..................   14,131,609      14,704,375
   Allowance for credit losses....................      (42,283)        (42,396)
                                                   -----------------------------
      Loans, net of unearned income and 
        allowance for credit losses...............   14,089,326      14,661,979 
                                                   -----------------------------

   Interest receivable............................      182,397          91,836 
   Accounts receivable from affiliates............      106,702         214,856
   Other assets...................................        7,342           6,927 
                                                   -----------------------------
                                                   $ 45,645,821    $ 16,167,439 
                                                   =============================
Liabilities
   Accrued expenses............................... $     94,085    $     27,316 
   Accrued expenses due to affiliate..............      590,461               -
   Securities sold under agreements to repurchase 
      from affiliate..............................   14,869,254               -
   Mortgage-backed bonds..........................    3,999,695       2,999,544 
   Subordinated notes.............................            -       1,072,733
                                                   -----------------------------
                                                     19,553,495       4,099,593 
                                                   -----------------------------
Shareholders' Equity
   Class A Trust shares, $1 par value - 
      authorized: 200,000 shares;
      issued: 100,000 shares.....................          100              100
   Class B Trust shares, $10,000 par value - 
      authorized: 200 shares;"
      issued: 110 shares.........................        1,100            1,100
   Additional paid-in capital....................   25,200,382       12,044,801
   Retained earnings.............................      768,048           13,315 
   Net unrealized gains on securities 
      available for sale.........................      122,696            8,530 
                                                  ------------------------------
     Total shareholders' equity..................   26,092,326       12,067,846 
                                                  ------------------------------
                                                  $ 45,645,821     $ 16,167,439 
                                                  ==============================

See accompanying notes to financial statements.
</TABLE>

<TABLE>
Main Place Real Estate Investment Trust
Statement of Cash Flows
(Dollars in Thousands)
<CAPTION>
                                                             Nine Months
                                                          Ended September 30    
                                                       -------------------------
                                                           1997         1996   
--------------------------------------------------------------------------------
<S>                                                    <C>           <C>
Operating Activities
   Net income......................................... $    770,752  $   32,950 
   Reconciliation of net income to net cash
    provided by (used in) operating activities
     Net (increase) decrease in amount due from
      Trustee.........................................      (76,203)     31,741 
     Net increase in interest receivable..............      (90,561)     (1,047)
     Net decrease in accounts receivable from
      affiliates......................................      108,154           -
     Net increase in accrued expenses.................       66,769      17,403 
     Net increase in accrued expenses due to 
      affiliate.......................................      590,461           -
     Gains on sales of securities.....................      (16,536)          -
     Other operating activities.......................        1,731       5,648 
                                                       -------------------------
       Net cash provided by operating activities......    1,354,567      86,695 
                                                       -------------------------
Investing Activities
   Proceeds from maturities of securities 
    held for investment...............................       37,906           -
   Proceeds from sales of securities 
    available for sale................................      968,057           -
   Purchases of securities available for sale.........   (2,235,190)          -
   Net increase in time deposits placed with 
    affiliates........................................  (14,263,457)          -
   Purchases of loans.................................   (1,397,605)          -
   Collections of loans outstanding...................    1,940,831     677,220 
                                                       -------------------------
       Net cash (used in) provided by investing
        activities....................................  (14,949,458)    677,220 
                                                       -------------------------
Financing Activities
   Increase in securities sold under 
    agreements to repurchase from affiliate...........   14,869,254           -
   Issuances of long-term debt........................    1,000,000     516,593 
   Retirement of subordinated debt....................   (1,072,733)   (764,043)
   Capital contribution from NationsBank, N.A.........       25,000           -
   Distribution of capital and cash dividends paid to
    former shareholder................................            -    (516,592)
   Cash dividends paid to NationsBank, N.A............      (16,019)          -
                                                       -------------------------
       Net cash provided by (used in) financing
        activities....................................   14,805,502    (764,042)
                                                       -------------------------
Net increase (decrease) in cash and cash equivalents..    1,210,611        (127)
Cash and cash equivalents at beginning of period......      253,578       4,870 
                                                       -------------------------
Cash and cash equivalents at end of period............ $  1,464,189  $    4,743 
                                                       =========================
Supplemental disclosure of noncash transactions
    Securities held for investment contributed from
     affiliate.......................................  $    619,144  $        - 
    Securities available for sale contributed from
     affiliate.......................................    12,495,418      79,280 
    Net loans contributed from affiliate.............        16,019     844,272 
    Loans securitized and retained in the securities
     portfolio.......................................        44,889           -

See accompanying notes to financial statements.
</TABLE>

<TABLE>
Main Place Real Estate Investment Trust
Statement of Changes in Shareholders' Equity
(Dollars in Thousands)
<CAPTION>
                               Class A   Class B    Additional                              Total          
                                Trust     Trust      Paid-In      Retained              Shareholders'
                                Shares    Shares     Capital      Earnings     Other       Equity
----------------------------------------------------------------------------------------------------
<S>                             <C>      <C>       <C>           <C>        <C>        <C>     
Balance on December 31, 1995... $    -   $      -  $    299,648  $   7,136  $       -  $    306,784 
     Net income................                                     32,950                   32,950 
     Cash dividends paid to  
        NationsBank Texas......                                    (17,842)                 (17,842)    
     Net assets contributed by 
        NationsBank, N.A.......                         421,934                             421,934
     Net assets contributed by 
        NationsBank Texas......                         502,486                             502,486          
     Distribution of capital to
        NationsBank Texas......                        (505,553)                           (505,553)                      
     Net change in unrealized 
        gains (losses) on 
        securities available 
        for sale...............                                                  (845)         (845)            
                                --------------------------------------------------------------------
Balance on September 30, 1996.. $    -   $      -  $    718,515  $  22,244  $    (845) $    739,914                   
                                ====================================================================

Balance on December 31, 1996... $  100   $  1,100  $ 12,044,801  $  13,315  $   8,530  $ 12,067,846 
     Net income................                                    770,752                  770,752 
     Cash dividends paid to 
        NationsBank, N.A. .....                                    (16,019)                 (16,019)
     Net assets contributed by 
        NationsBank, N.A. .....                      13,155,581                          13,155,581 
     Net change in unrealized 
        gains (losses) on 
        securities available 
        for sale...............                                               114,166       114,166 
                                --------------------------------------------------------------------
Balance on September 30, 1997.. $  100   $  1,100  $ 25,200,382  $ 768,048  $ 122,696  $ 26,092,326 
                                ====================================================================

There were 100 common shares outstanding at December 31, 1995 and September 30, 1996 with a par value 
of one cent.  There were no common shares outstanding subsequent to the merger of MPFC into MPREIT on
November 1, 1996.

See accompanying notes to financial statements.
</TABLE>


Main Place Real Estate Investment Trust
Notes to Financial Statements

Note 1 - Accounting Policies

Main Place Real Estate Investment Trust (MPREIT) is an indirect subsidiary of
NationsBank, N.A., which is a wholly owned indirect subsidiary of NationsBank
Corporation (the Corporation).  MPREIT was established on October 29, 1996 as a
Maryland real estate investment trust to consolidate the acquisition, holding
and management of certain closed-end residential mortgage loans owned by certain
affiliates of the Corporation.  Main Place Funding Corporation (MPFC) merged
with and into MPREIT on November 1, 1996, and, as the surviving entity, MPREIT
issues and sells mortgage-backed bonds and subordinated indebtedness and
acquires, owns, holds and pledges the related mortgage notes and other assets
serving as collateral in connection therewith.  The merger between MPREIT and
MPFC was accounted for in a manner similar to a pooling of interests and,
accordingly, the accompanying financial statements include the results of
operations and financial condition of MPFC since inception.

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 on pages 11 and 12 of the Annual Report on Form 10-K for the year
ended December 31, 1996, as updated by Note 1 on page 7 of MPREIT's quarterly
report on Form 10-Q for June 30, 1997.

A real estate investment trust (REIT) is subject to a number of organizational
and operational requirements, including the requirement that it currently
distribute to beneficial holders at least 95 percent of its "real estate
investment trust taxable income."  Prior to November 1, 1996, MPREIT did not
qualify as a REIT and its operating results were included in the consolidated
federal income tax return of the Corporation.  For the periods subsequent to
November 1, 1996, MPREIT qualified as a REIT and, accordingly, no current or
deferred tax expense was provided.

Note 2 - Loans

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

                                                    September 30    December 31
                                                        1997            1996
--------------------------------------------------------------------------------
Residential mortgage.............................  $  14,106,201   $  14,671,836
Commercial real estate...........................         25,408          32,539
                                                   -----------------------------
     Total loans, net of unearned income.........  $  14,131,609   $  14,704,375
                                                   =============================

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

                                                     September 30   December 31
                                                         1997           1996
--------------------------------------------------------------------------------
Fixed-rate ......................................  $   1,314,189   $   1,473,739
Adjustable-rate..................................      4,828,195       2,955,181
                                                   -----------------------------
   Total mortgage loans..........................  $   6,142,384   $   4,428,920
                                                   =============================

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

                                                                 Nine Months
                                                             Ended September 30
                                                           ---------------------
                                                              1997        1996
--------------------------------------------------------------------------------
Balance on January 1....................................   $  42,396   $  17,805
Loans charged off.......................................        (115)          -
Recoveries of loans previously charged off..............           2           -
Allowance acquired with contributed loans...............           -       1,344
                                                           ---------------------
Balance on September 30.................................   $  42,283   $  19,149
                                                           =====================

MPREIT had $56.0 million of nonperforming loans on September 30, 1997 compared
to $27.5 million on December 31, 1996.  The increase is due primarily to the
seasoning of the loan portfolio.  Management expects nonperforming loans to
continue to grow throughout the remainder of the seasoning period.  Other 
real estate owned on September 30, 1997 was $.6 million compared to $.5 
million on December 31, 1996.

Note 3 - Affiliate Transactions

MPREIT maintains its cash and cash equivalent accounts with NationsBank, N.A.
and NationsBank of Texas, N.A. (NationsBank Texas).  At September 30, 1997,
MPREIT had $106.7 million of accounts receivable from affiliates of the
Corporation.  These receivables are related to mortgage payments in process and
generally clear within 30 days.  Accrued expenses due to an affiliate of the
Corporation, NationsBank, N.A., totaled $590.5 million on September 30, 1997.

As of September 30, 1997, MPREIT had $14.3 billion of time deposits placed with
NationsBank Texas and NationsBank, N.A.  Interest income on time deposits for
the three months and nine months ended September 30, 1997 was $88.0 million and
$123.2 million, respectively.

On September 30, 1997, MPREIT had $14.9 billion outstanding in securities sold
under agreements to repurchase from NationsBank, N.A. Interest expense on these
securities for the three months and nine months ended September 30, 1997 was
$72.1 million and $91.1 million, respectively.

MPREIT has entered into agreements with NationsBanc Mortgage Corporation
(NationsBanc Mortgage), a wholly-owned subsidiary of NationsBank Texas, and with
NationsBank, N.A. for the servicing and administration of its mortgage
portfolio.  Servicing fees paid to NationsBanc Mortgage approximated $23.1
million and $9.7 million for the nine months ended September 30, 1997 and 1996,
respectively, and are included in "Other operating expenses" on the accompanying
statement of income.

On a monthly basis, MPREIT purchases certain mortgage loans originated by
NationsBanc Mortgage.  During the third quarter of 1997, MPREIT purchased $1.4
billion of loans from NationsBanc Mortgage.

During the third quarter of 1997, NationsBank, N.A. contributed approximately
$13.1 billion in mortgage-backed securities and collateralized mortgage
obligations, approximately $16.0 million of mortgage loans and $25.0 million in
cash to MPREIT.

In September 1997, MPREIT paid cash dividends of $16.0 million to NationsBank,
N.A. upon finalization of taxable income for 1996 and the filing of the 1996
MPREIT tax return.

In addition, in October 1997, NationsBank, N.A. contributed securities in the
amount of $4.2 billion to MPREIT.

Note 4 - Long-Term Debt

The following table displays the primary terms of MPREIT's Series 1995-1, 1995-
2 and 1997-1 Mortgage-Backed Bonds as of September 30, 1997 (dollars in
thousands):

                                         Series         Series          Series
                                         1995-1         1995-2          1997-1
                                        (Issued        (Issued         (Issued
                                       July 1995)    October 1995)   March 1997)
                                      ------------------------------------------
Amount issued.......................  $  1,500,000   $  1,500,000   $  1,000,000
Reference rate......................   1-mo. LIBOR    3-mo. LIBOR    3-mo. LIBOR
                                           +21 bps        +17 bps         +5 bps
Period-end interest rate............        5.866%         5.889%         5.769%
Maturity............................          1998           2000           2000
Mortgage loans collateralizing
  mortgage-backed bonds:
    Collateral - book value.........  $  2,131,501   $  1,816,540   $  2,194,343
    Collateral - discounted value...     1,667,397      1,762,963      1,541,361
    Collateral - approximate amount
      exceeding minimum indenture
      requirements..................       122,000        180,000        486,000

Interest expense on the Series 1995-1, 1995-2 and 1997-1 Bonds for the three
months and nine months ended September 30, 1997 was $61.0 million and $166.7
million, respectively, compared to $44.4 million and $132.4 million,
respectively, on the Series 1995-1 and 1995-2 Bonds for the three months and
nine months ended September 30, 1996.  Interest expense on subordinated notes
repaid on March 18, 1997 was $14.0 million for the nine months ended September
30, 1997 compared to $20.1 million and $65.4 million for the three months and
nine months ended September 30, 1996, respectively.

On November 14, 1997, MPREIT had no remaining capacity available for the
issuance of additional mortgage-backed bonds under its existing shelf
registration.

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

Net income for the three months and nine months ended September 30, 1997 was
$315.6 million and $770.8 million, respectively, compared to $11.9 million and
$33.0 million, respectively, in the comparable 1996 periods.  The change in net
income reflects the impact of several factors including the levels and average
interest yields on the mortgage loan portfolio, the issuance of the Series 1997-
1 Bonds, the levels of short-term borrowings and securities investments, the
effects of securities market conditions, the volatility of interest rates and
MPREIT's election to be taxed as a REIT.

Interest income increased $368.9 million and $788.9 million for the three months
and nine months ended September 30, 1997, respectively, compared to the same
periods in 1996 due primarily to increases in average loans outstanding and, to
a lesser extent, increases in average securities and average time deposits
placed.  During the first nine months of 1997, MPREIT sold available for sale
securities resulting in gains of $16.5 million.  Interest expense increased
$68.6 million and $74.0 million for the three months and nine months ended
September 30, 1997, respectively, over interest expense for the same periods in
1996 due primarily to interest expense associated with securities sold under
agreements to repurchase.  This increase was partially offset by lower interest
expense on subordinated debt due to the repayment of the subordinated notes in
March 1997.  The lower interest expense on subordinated debt more than offset
the impact of interest expense associated with the Series 1997-1 Mortgage-Backed
Bonds issued in March 1997.  Other operating expenses increased $4.4 million and
$13.9 million during the three months and nine months ended September 30, 1997,
respectively, due primarily to higher mortgage servicing costs associated with
the increase in average loans outstanding during 1997.  Due to MPREIT's election
to be taxed as a REIT, there was no income tax expense in the three months and
nine months ended September 30, 1997.

The average yield on mortgage loans was 7.53 percent for both the three months
and nine months ended September 30, 1997 compared to 7.61 percent and 7.48
percent in the respective periods of 1996. Changes in the average yields were
primarily related to the mix between fixed- and adjustable-rate loans, the
repricing terms of adjustable rate loans, the impact of the general level of
interest rates, the levels of prepayments on mortgage loans and scheduled
amortization of the portfolio as a whole.

The weighted average interest rates on mortgage-backed bonds outstanding for the
three months and nine months ended September 30, 1997 were 6.10 percent and 5.97
percent, respectively, compared to 5.93 percent and 5.88 percent, for the
respective periods in 1996.

Part II.       OTHER INFORMATION

Item 6.        Exhibits and Reports on Form 8-K

          (a)  Exhibits:

               12   Ratio of Earnings to Fixed Charges.

               27   Financial Data Schedule.

          (b)  Reports on Form 8-K:

                    None.


                                    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 Real Estate Investment Trust
                                   ---------------------------------------

Date:  November 14, 1997           /s/        Karin Hirtler-Garvey
                                   ---------------------------------------
                                      Karin Hirtler-Garvey
                                      Senior Vice President/Principal
                                             Accounting Officer
                                      (Principal Accounting and Duly
                                             Authorized Officer)


                     Main Place Real Estate Investment Trust
                                    Form 10-Q
                                Index to Exhibits
                                        


Exhibit        Description
-------        -----------
12             Ratio of Earnings to Fixed Charges.

27             Financial Data Schedule.