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, 1999

                                       or

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

                        Commission File Number 333-74817

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

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

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

                                 (704) 388-7436
              (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. Yes x No___

On November 15,  1999,  there were no shares of common  stock  outstanding.  As
of November 15, 1999,  members'  interests  consisted of ownership  percentages
of 99 percent and 1 percent for Bank of America, N.A. and  Main  Place Trust,
respectively.

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



<PAGE>




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


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

Item 1.  Financial Statements

         Statement of Income for the Three Months and Nine Months
         Ended September 30, 1999 and 1998                                                           3

         Balance Sheet at September 30, 1999 and December 31, 1998                                   4

         Statement of Cash Flows for the Nine Months Ended
         September 30, 1999 and 1998                                                                 5

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

         Notes to Financial Statements                                                               7

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

Part II. Other Information

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

Signature                                                                                           13

Index to Exhibits                                                                                   14

</TABLE>

                                       2
<PAGE>


Part I.  FINANCIAL INFORMATION
<TABLE>
<CAPTION>

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

                                                                        Three Months               Nine Months
                                                                    Ended September 30          Ended September 30
                                                                 -------------------------  ---------------------------
                                                                    1999         1998           1999          1998
------------------------------------------------------------------------------------------  ---------------------------
<S>                                                                 <C>          <C>            <C>           <C>
Income:
    Interest and fees on loans                                      $229,322     $265,081       $690,794      $864,944
    Interest on securities                                           107,082      339,698        369,478     1,103,944
    Interest on time deposits placed                                  52,827      198,824        316,097       636,831
    Gains on sales of securities                                      40,486       42,099         44,906        57,856
                                                                 -------------------------  ---------------------------
       Total income                                                  429,717      845,702      1,421,275     2,663,575
                                                                 -------------------------  ---------------------------

Expense:
   Interest on securities sold under agreements to repurchase         76,020      184,799        246,032       708,877
   Interest on long-term debt                                         55,594       41,538        129,922       161,460
   Provision for credit losses                                             -       (5,000)             -         2,400
   Other operating expense                                             6,256        9,535         18,180        31,223
                                                                 -------------------------  ---------------------------
       Total expense                                                 137,870      230,872        394,134       903,960
                                                                 -------------------------  ---------------------------
Income before income taxes                                           291,847      614,830      1,027,141     1,759,615
Income tax expense                                                         -      102,380              -       503,055
                                                                 -------------------------  ---------------------------
Net income                                                          $291,847     $512,450     $1,027,141    $1,256,560
                                                                 =========================  ===========================
See accompanying notes to financial statements.


</TABLE>


                                       3
<PAGE>

<TABLE>
<CAPTION>

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

                                                                                         September 30    December 31
                                                                                             1999           1998
----------------------------------------------------------------------------------------------------------------------
<S>                                                                                          <C>          <C>
Assets
   Cash and cash equivalents                                                                 $ 773,851    $ 2,219,988
   Time deposits placed with affiliates                                                      4,250,000     12,000,000
   Securities:
       Held for investment, at cost (market value $62,809 and $201,220)                         62,788        201,190
       Available for sale                                                                    5,746,185      8,794,598
                                                                                        ------------------------------
              Total securities                                                               5,808,973      8,995,788
                                                                                        ------------------------------

   Loans, net of unearned income                                                            12,916,845     13,092,178
   Allowance for credit losses                                                                 (36,349)       (37,599)
                                                                                        ------------------------------
       Loans, net of allowance for credit losses                                            12,880,496     13,054,579
   Interest receivable                                                                         105,831        127,536
   Accounts receivable from affiliates                                                          25,341        460,734
   Other assets                                                                                 94,125         92,281
                                                                                        ------------------------------
       Total assets                                                                       $ 23,938,617   $ 36,950,906
                                                                                        ==============================

Liabilities
    Accrued expenses                                                                           $ 2,793          $ 933
    Accrued expenses due to affiliates                                                         583,895        590,623
    Securities sold under agreements to repurchase from affiliates                           5,438,987      8,658,818
    Long-term debt                                                                           3,999,929      2,499,879
                                                                                        ------------------------------
       Total liabilities                                                                    10,025,604     11,750,253
                                                                                        ------------------------------

Members' Equity
     Contributed equity                                                                     13,395,435     24,980,572
     Undistributed income                                                                      492,217              -
     Accumulated other comprehensive income                                                     25,361        220,081
                                                                                        ------------------------------
       Total members' equity                                                                13,913,013     25,200,653
                                                                                        ------------------------------
          Total liabilities and members' equity                                           $ 23,938,617   $ 36,950,906
                                                                                        ==============================

See accompanying notes to financial statements.

</TABLE>




                                       4



<PAGE>

<TABLE>
<CAPTION>

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

                                                                                          Nine Months Ended
                                                                                             September 30
                                                                                  -----------------------------------
                                                                                       1999               1998
---------------------------------------------------------------------------------------------------------------------
<S>                                                                                   <C>                <C>
Operating Activities
   Net income                                                                         $ 1,027,141        $ 1,256,560
   Reconciliation of net income to net cash provided by operating activities
     Gains on sales of securities                                                         (44,906)           (57,856)
     Provision for credit losses                                                                -              2,400
     Net decrease in interest receivable                                                   21,705             28,025
     Net decrease in accounts receivable from affiliates                                  435,393            427,282
     Net increase (decrease) in accrued expenses                                            1,860           (126,369)
     Net (decrease) increase in accrued expenses due to affiliates                         (6,728)           609,450
     Other operating activities                                                               574            (89,113)
                                                                                  -----------------------------------
           Net cash provided by operating activities                                    1,435,039          2,050,379
                                                                                  -----------------------------------

Investing Activities
   Proceeds from sales and maturities of securities held for investment                   140,913            224,434
   Proceeds from sales and maturities of securities available for sale                  2,956,570          7,631,029
   Purchases of securities available for sale                                             (46,519)        (1,125,485)
   Net decrease in time deposits placed with affiliates                                 7,750,000          3,049,400
   Purchases of loans                                                                  (2,904,403)        (3,629,648)
   Collections of loans outstanding                                                     2,942,094          4,294,924
                                                                                  -----------------------------------
            Net cash provided by investing activities                                  10,838,655         10,444,654
                                                                                  -----------------------------------

Financing Activities
    Net decrease in securities sold under agreements
        to repurchase                                                                  (3,219,831)       (10,749,424)
    Proceeds from issuance of long-term debt                                            1,500,000                  -
    Retirement of long-term debt                                                                -         (1,499,797)
    Distribution of capital to members                                                (12,000,000)                 -
                                                                                  -----------------------------------
          Net cash used in financing activities                                       (13,719,831)       (12,249,221)
                                                                                  -----------------------------------

Net (decrease) increase in cash and cash equivalents                                   (1,446,137)           245,812
Cash and cash equivalents at beginning of period                                        2,219,988          1,709,810
                                                                                  -----------------------------------
Cash and cash equivalents at end of period                                              $ 773,851        $ 1,955,622
                                                                                  ===================================

Supplemental disclosure of noncash transactions
   Securities available for sale contributed from affiliate                                   $ -           $ 75,182
   Loans securitized and retained in the securities portfolio                                   -          1,903,041
   Distribution of loans to members                                                       120,061                  -

See accompanying notes to financial statements.
</TABLE>
                                       5
<PAGE>
<TABLE>
<CAPTION>



Main Place Funding, LLC
Statement of Changes in Members' and Shareholders' Equity
(Dollars in Thousands)
                                                                                                Accumulated      Total
                               Class A Class B Additional                                          Other      Members' and  Compre-
                                Trust   Trust   Paid-In     Retained  Contributed Undistributed Comprehensive Shareholders' hensive
                               Shares  Shares   Capital     Earnings     Equity      Income      Income (1)      Equity     Income
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>   <C>     <C>          <C>            <C>         <C>         <C>        <C>         <C>
Balance on December 31, 1997    $100  $1,100  $32,321,896  $ 806,236      $     -     $     -     $167,207   $33,296,539
   Net income                                              1,256,560                                           1,256,560 $1,256,560
   Other comprehensive income,
       net of tax                                                                                  155,371       155,371    155,371
                                                                                                                         -----------
   Comprehensive income                                                                                                  $1,411,931
                                                                                                                         ===========
   Net assets contributed by
       Bank of America, N.A.                      75,182                                                          75,182
   Other                                          (1,458)                                                         (1,458)
                                -----------------------------------------------------------------------------------------
Balance on September 30, 1998    $100  $1,100 $32,395,620 $2,062,796      $     -     $     -     $322,578   $34,782,194
                                =========================================================================================

Balance on December 31, 1998      $ -     $ -        $ -         $ -  $24,980,572     $     -     $220,081   $25,200,653
   Net income                                                                       1,027,141                  1,027,141 $1,027,141
   Other comprehensive income                                                                     (194,720)     (194,720)  (194,720)
                                                                                                                         -----------
   Comprehensive income                                                                                                   $ 832,421
                                                                                                                         ===========
   Distribution                                                       (11,585,137)   (534,924)               (12,120,061)
                                -----------------------------------------------------------------------------------------
Balance on September 30, 1999     $ -     $ -        $ -         $ -  $13,395,435   $ 492,217     $ 25,361   $13,913,013
                                =========================================================================================

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

See accompanying notes to financial statements.

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

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

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

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 1 on pages 12 to 14 of the Annual Report on Form 10-K for
the year ended December 31, 1998.

Note 3 - Loans

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

                                            September 30       December 31
                                                1999              1998
------------------------------------------------------------------------------
<S>                                           <C>                 <C>
Residential mortgage                          $12,891,705         $13,052,858
Other consumer                                     14,958              21,997
Commercial real estate                             10,182              17,323
                                          ------------------------------------
    Total loans                               $12,916,845         $13,092,178
                                          ====================================
</TABLE>
                                       7
<PAGE>





Mortgage loans collateralizing mortgage-backed bonds were comprised of the
following (dollars in thousands):
<TABLE>
<CAPTION>
                                             September 30       December 31
                                                 1999              1998
------------------------------------------------------------------------------
<S>                                            <C>                 <C>
Adjustable-rate                                $4,777,996          $2,419,756
Fixed-rate                                      1,505,601           1,265,581
                                          ------------------------------------
   Total mortgage loans                        $6,283,597          $3,685,337
                                          ------------------------------------
</TABLE>
<TABLE>
<CAPTION>


Transactions in the allowance for credit losses were as follows
(dollars in thousands):
                                                              Nine Months
                                                           Ended September 30
                                                          ---------------------
                                                            1999       1998
-------------------------------------------------------------------------------
<S>                                                         <C>        <C>
Balance on January 1                                        $37,599    $41,412
Loans charged off                                            (1,626)    (2,250)
Recoveries of loans previously charged off                      376        501
Provision for credit losses                                       -      2,400
                                                          ---------------------
Balance on September 30                                     $36,349    $42,063
                                                          ---------------------
</TABLE>


Main Place had $88.3  million  of  nonperforming  loans on  September  30,  1999
compared to $109.8  million on  December  31,  1998.  Foreclosed  properties  on
September 30, 1999 totaled  $10.4  million  compared to $9.1 million on December
31, 1998.

Note 4 - Affiliate Transactions

Main Place maintains its cash and cash equivalent accounts with Bank of America,
N.A. At September 30, 1999 and December 31, 1998, Main Place had $4.3 billion
and $12.0 billion, respectively, of time deposits placed with Bank of America,
N.A. Interest income on time deposits for the three months and nine months ended
September 30, 1999 was $52.8 million and $316.1 million, respectively,  compared
to $198.8 million and $636.8 million for the same prior year periods.

At September  30, 1999 and December 31, 1998,  Main Place had $25.3  million and
$460.7 million,  respectively,  of accounts  receivable from  affiliates.  These
receivables  are related to  mortgage  payments  and  securities  principal  and
interest  payments in process of  collection,  which  generally  clear within 30
days.

At September  30, 1999 and  December  31, 1998,  Main Place had $5.4 billion and
$8.7 billion,  respectively,  of securities sold under  agreements to repurchase
from  Bank of  America,  N.A.  and  Banc of  America  Securities  LLC  (formerly
NationsBanc  Montgomery  Securities LLC),  wholly-owned indirect subsidiaries of
the  Corporation.  Interest expense on these securities for the three months and
nine  months  ended  September  30, 1999 was $76.0  million and $246.0  million,
respectively,  compared to $184.8  million and $708.9  million for the same 1998
periods.  Main Place has entered into agreements with Bank of America,  N.A. for
the servicing and administration of its mortgage portfolio.  Servicing fees paid
to Bank of America,  N.A.  approximated  $6.2 million and $16.6  million for the
three months and nine months ended September 30, 1999, respectively, compared to
$8.0 million and $27.0  million for the same 1998  periods,  and are included in
"Other operating expense" on the accompanying statement of income.

                                       8
<PAGE>


From time to time, Main Place  purchases  certain  mortgage loans  originated by
Bank of America, N.A. During the three months and nine months ended September
30, 1999 Main Place purchased $0.7 billion Main Place purchased $2.9 billion and
$2.9 billion,  respectively, of loans from Bank of America,  N.A., compared to
$1.5 billion and $3.2 billion for the same 1998 periods. In addition,  during
the nine months ended  September 30,1998, Main Place purchased $425 million of
loans in the secondary market through Bank of America, N.A.

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

During  the  second  quarter  of 1999,  Main  Place  made a $12.0  billion  cash
distribution of capital of which $11.9 billion was made to Bank of America, N.A.
and $0.1 billion was made to Main Place Trust. Also during the second quarter of
1999,  Main Place made a $120.0  million loan  distribution  of which $118.8 was
made to Bank of America, N.A. and $1.2 million was made to Main Place Trust.
This distribution was recorded at the book value of the assets distributed.

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

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


Note 5 - Long-Term Debt

The following  table displays the primary terms of Main Place's  1995-2,  1997-1
and  1999-1   mortgage-backed  bonds  as  of  September  30,  1999  (dollars  in
thousands):
<TABLE>
<CAPTION>
                                                                          Series           Series            Series
                                                                          1995-2           1997-1            1999-1
                                                                          (Issued          (Issued           (Issued
                                                                        October 1995)    March 1997)        May 1999)
                                                                     ---------------------------------------------------
<S>                                                                       <C>              <C>               <C>
Amount issued                                                             $1,500,000       $1,000,000        $1,500,000
Reference rate                                                           3-mo. LIBOR      3-mo. LIBOR       3-mo. LIBOR
                                                                             +17 bps           +5 bps           +12 bps
Period-end interest rate                                                      5.458%           5.566%            5.606%
Maturity                                                                        2000             2000              2002
Mortgage loans and cash collateralizing mortgage-backed bonds:
     Collateral - book value                                              $2,301,911       $1,478,952        $2,640,481
     Collateral - discounted value                                        $1,692,068       $1,154,333        $2,027,870
     Collateral - approximate amount exceeding
          minimum indenture requirements                                    $109,568          $99,333          $445,370

</TABLE>
                                       9

<PAGE>

Interest expense on the Series 1995-2, 1997-1 and 1999-1
mortgage-backed  bonds for the three months and nine months ended  September 30,
1999 was $55.6 million and $129.9  million,  respectively,  compared to interest
expense on the Series 1995-1,  1995-2 and 1997-1  mortgage-backed bonds of $41.5
million and $161.5  million for the same periods in 1998.  Main Place repaid its
obligations on the Series 1995-1  mortgage-backed  bonds of $1.5 billion on July
17, 1998.


Note 6 - Income Taxes

Main Place is organized as a limited liability company ("LLC").  Income earned
by an LLC is generally not subject to tax at the entity level.  Each LLC member
pays tax on its proportional share of income earned by the LLC. Accordingly, no
current or deferred tax expense has been provided for the three months and nine
months ended September 30, 1999. The difference between the statutory income tax
rate and the effective income tax rate for the nine months ended September 30,
1998 results from the reorganization of a subsidiary.




                                       10


<PAGE>


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

Total net income for the three months and nine months ended  September  30, 1999
was $291.8  million and $1.0 billion,  respectively,  representing  decreases of
$220.6 million and $229.4 million from the corresponding  periods last year. The
decrease primarily resulted from a decrease in interest income, partially offset
by a decrease in interest expense and the elimination of income tax expense. The
absence  of income  tax  expense  for the three  months  and nine  months  ended
September 30, 1999 is due to Main Place's  reorganization as a limited liability
company on December 23, 1998,  in which it became a division of Bank of America,
N.A. for income tax purposes. Accordingly, no income tax expense was recorded in
1999.  Income tax  expense was $102.4  million and $503.1  million for the three
months and nine months ended September 30, 1998.

Total income for the three months and nine months ended  September  30, 1999 was
$429.7 million and $1.4 billion, respectively,  representing decreases of $416.0
million and $1.2 billion from the corresponding periods last year. The decreases
include  declines in interest  income from the  securities  portfolio  of $232.6
million and $734.5  million,  respectively,  resulting from  reductions of $13.7
billion and $14.3 billion in the average  balance of the securities  portfolios.
The  decreases  also  include  declines in interest on time  deposits  placed of
$146.0 million and $320.7  million,  respectively,  resulting from reductions of
$10.1 billion and $6.6 billion in the respective average balances,  as well as a
44 basis point and 70 basis point decrease in average yields to 5.10 percent and
4.87 percent.  The  remaining  decrease in total income for the three months and
nine months ended September 30, 1999 reflects a $35.8 million and $174.2 million
decline in interest and fees on loans  resulting from a consistent  reduction in
the loan  portfolio,  and a $1.6 million and $13.0 million  decrease in gains on
sales of available-for-sale securities.

Total  expenses  (excluding  income  taxes) for the three months and nine months
ended September 30, 1999 were $137.9 million and $394.1  million,  respectively,
representing   a  decrease  of  $93.0  million  and  $509.8   million  from  the
corresponding  periods last year.  The  decreases  include  declines in interest
expense on securities sold under  agreements to repurchase of $108.8 million and
$462.8  million,  respectively,  resulting  from  reductions of $7.3 billion and
$10.2  billion in average  borrowings,  as well as a 41 basis point and 72 basis
point decrease in average rates to 5.17 percent and 4.86 percent.  The decreases
also include a decline in interest  expense on  long-term  debt of $31.5 for the
nine months ended September  30, 1999, resulting from lower average balances due
to  repayment  of  mortgage-backed  bonds in the  third  quarter  of  1998,  and
resulting  from a 61 basis point  decrease in average rates to 5.40 percent.  In
addition, other operating expense, which primarily consists of mortgage
servicing costs,  decreased $3.3 million and $13.0 million,  respectively,
resulting from the reduction in the average  balances of mortgage  loans
outstanding  in those periods.

Main Place made no  provision  for credit  losses for the three  months and nine
months ended September 30, 1999 due to the decline in the average balance of the
loan  portfolio  in 1999  compared  to 1998 and the $21.5  million  decrease  in
nonperforming  loans to $88.3 million on September 30, 1999 from $109.8  million
on  December  31,  1998.  Future  economic  conditions  and  changes in the loan
portfolio may increase  nonperforming loans and,  accordingly,  the level of the
allowance  for  credit  losses.  The  nature of the  process by which Main Place
determines the appropriate  allowance for credit losses requires the exercise of
considerable  judgment.  After review of all  relevant  matters  affecting  loan
collectibility,  management  believes  that the  allowance  for credit losses is
appropriate given its analysis of probable credit losses on September 30, 1999.

Bank of America Technology & Operations, Inc. (formerly NationsBanc Services,
Inc.), a subsidiary of Bank of America, N.A., provides data processing and other
support services to Main Place and certain other subsidiaries of the
Corporation. These services included the completion of substantially all of Main
Place's Year 2000 software conversion projects as of September 30, 1999. The
related costs, which are expensed when billed, are included in "Other Operating
Expenses." Bank of America Technology & Operations, Inc. is reimbursed through
affiliate allocations to the other subsidiaries.  For further information
related to the Corporation's Year 2000 efforts, refer to the section entitled
"Year 2000 Project" in the Corporation's Quarterly Report on Form 10-Q for the
period ended September 30, 1999.
                                       11
<PAGE>


Part II.          OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

                  (a)      Exhibits:

                           12       Ratio of Earnings to Fixed Charges.

                           27       Financial Data Schedule.

                  (b)      Reports on Form 8-K:

                           None.


                                       12
<PAGE>


                                    SIGNATURE

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrant  has duly  caused  this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

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

Date: November 15, 1999              /s/ Susan R. Faulkner
                                     ----------------------
                                     Susan R. Faulkner
                                     Treasurer and Senior Vice President/
                                     Principal Financial and Accounting Officer
                                     (Principal Financial and
                                     Duly Authorized Officer)



                                       13
<PAGE>


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



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

27                Financial Data Schedule.
















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