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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-Q



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(Mark one)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2007

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)



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|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 57-0236115                             
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification 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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer
and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):



|                         |  |                    |  |                         
|------------------------ |  | ------------------ |  | ------------------------
|Large accelerated filer ̈ |  | Accelerated filer ̈ |  | Non-accelerated filer  x

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange
Act).    Yes ̈No  x

On April 30, 2007, there were no shares of common stock outstanding. As of April 30, 2007, 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 PERMITTED BY GENERAL INSTRUCTION H(2) OF THE FORM 10-Q.



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##### Table of Contents

Main Place Funding, LLC

March 31, 2007 Form 10-Q



|                  |  |                                                                                                                                                                                    |  |     
|----------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                  |  |                                                                                                                                                                                    |  | Page
|Part I.           |  | Financial Information                                                                                                                                                              |  |     
|                  |  |                                                                                                                                                                                   
|Item 1.           |  | Financial Statements                                                                                                                                                               |  |     
|                  |  |                                                                                                                                                                                   
|                  |  | Statement of Income for the Three Months Ended March 31, 2007 and 2006                                                                                                             |  | 3   
|                  |  |                                                                                                                                                                                   
|                  |  | Balance Sheet as of March 31, 2007 and December 31, 2006                                                                                                                           |  | 4   
|                  |  |                                                                                                                                                                                   
|                  |  | Statement of Cash Flows for the Three Months Ended March 31, 2007 and 2006                                                                                                         |  | 5   
|                  |  |                                                                                                                                                                                   
|                  |  | Statement of Changes in Members Equity for the Three Months Ended March 31, 2007 and 2006                                                                                         |  | 6   
|                  |  |                                                                                                                                                                                   
|                  |  | Notes to Financial Statements                                                                                                                                                      |  | 7   
|                  |  |                                                                                                                                                                                   
|Item 2.           |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                                              |  | 10  
|                  |  |                                                                                                                                                                                   
|Item 4.           |  | Controls and Procedures                                                                                                                                                            |  | 11  
|                  |  |                                                                                                                                                                                   
|Part II.          |  | Other Information                                                                                                                                                                  |  |     
|                  |  |                                                                                                                                                                                   
|Item 6.           |  | Exhibits                                                                                                                                                                           |  | 12  
|                  | 
|Signature         |  | 13                                                                                                                                                                                
|                  | 
|Index to Exhibits |  | 14                                                                                                                                                                                
|                  |  |                                                                                                                                                                                   
|                  |  | Exhibit 31.1: Certification of President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                 |  | 15  
|                  |  |                                                                                                                                                                                   
|                  |  | Exhibit 31.2: Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002                                                |  | 16  
|                  |  |                                                                                                                                                                                   
|                  |  | 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                                  |  | 17  
|                  |  |                                                                                                                                                                                   
|                  |  | Exhibit 32.2: Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 |  | 18  



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##### Table of Contents

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

Main Place Funding, LLC

Statement of Income Unaudited

(Dollars in Thousands)



|                                     |  |                             |        |   |      |   |        |  
|------------------------------------ |  | --------------------------- | ------ | - | ---- | - | ------ | -
|                                     |  | Three Months Ended March 31 |       
|                                     |  | 2007                        |        |   | 2006 |  
|Income                               |  |                             |        |   |      |   |        |  
|Interest on time deposits placed     |  | $                           | 93,792 |   |      | $ | 79,252 |  
|Trading losses and fees              |  |                             | (89    | ) |      |   | (106   | )
|                                     |  |                             |        |   |      |   |        |  
|Total income                         |  |                             | 93,703 |   |      |   | 79,146 |  
|                                     |  |                             |        |   |      |   |        |  
|Expenses                             |  |                             |        |   |      |   |        |  
|Other general and operating expenses |  |                             | 53     |   |      |   | 53     |  
|                                     |  |                             |        |   |      |   |        |  
|Total expenses                       |  |                             | 53     |   |      |   | 53     |  
|                                     |  |                             |        |   |      |   |        |  
|Income before income taxes           |  |                             | 93,650 |   |      |   | 79,093 |  
|Income tax expense                   |  |                             | 35,943 |   |      |   | 29,653 |  
|                                     |  |                             |        |   |      |   |        |  
|Net income                           |  | $                           | 57,707 |   |      | $ | 49,440 |  
|                                     |  |                             |        |   |      |   |        |  

See accompanying notes to financial statements.



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Main Place Funding, LLC

Balance Sheet Unaudited

(Dollars in Thousands)



|                                             |  |                   |           |                      |   |          
|-------------------------------------------- |  | ----------------- | --------- | -------------------- | - | ---------
|                                             |  | As ofMarch 312007 |           | As ofDecember 312006
|Assets                                       |  |                   |           |                      |   |          
|Cash and cash equivalents, held by affiliate |  | $                 | 7,502,908 |                      | $ | 7,383,160
|Derivative assets                            |  |                   | 6,164     |                      |   | 7,162    
|Interest receivable from affiliate           |  |                   | 2,103     |                      |   | 32,098   
|Accounts receivable from customer            |  |                   | 204       |                      |   | 220      
|                                             |  |                   |           |                      |   |          
|Total assets                                 |  | $                 | 7,511,379 |                      | $ | 7,422,640
|                                             |  |                   |           |                      |   |          
|Liabilities                                  |  |                   |           |                      |   |          
|Accrued expenses due to affiliates           |  | $                 | 148,151   |                      | $ | 116,360  
|Derivative liability to affiliate            |  |                   | 4,637     |                      |   | 5,387    
|Other liabilities                            |  |                   | 235       |                      |   | 244      
|                                             |  |                   |           |                      |   |          
|Total liabilities                            |  |                   | 153,023   |                      |   | 121,991  
|                                             |  |                   |           |                      |   |          
|Members Equity                              |  |                   |           |                      |   |          
|Contributed equity                           |  |                   | 4,770,338 |                      |   | 4,770,338
|Undistributed income                         |  |                   | 2,588,018 |                      |   | 2,530,311
|                                             |  |                   |           |                      |   |          
|Total members equity                        |  |                   | 7,358,356 |                      |   | 7,300,649
|                                             |  |                   |           |                      |   |          
|Total liabilities and members equity        |  | $                 | 7,511,379 |                      | $ | 7,422,640
|                                             |  |                   |           |                      |   |          

See accompanying notes to financial statements.



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Main Place Funding, LLC

Statement of Cash Flows Unaudited

(Dollars in Thousands)



|                                                               |  |                              |           |   |      |   |           |  
|-------------------------------------------------------------- |  | ---------------------------- | --------- | - | ---- | - | --------- | -
|                                                               |  | Three Months Ended March 31, |          
|                                                               |  | 2007                         |           |   | 2006 |  
|Operating Activities                                           |  |                              |           |   |      |   |           |  
|Net income                                                     |  | $                            | 57,707    |   |      | $ | 49,440    |  
|Reconciliation of net income to cash from operating activities |  |                              |           |   |      |   |           |  
|Net decrease in derivative assets                              |  |                              | 998       |   |      |   | 1,239     |  
|Net decrease in interest receivable                            |  |                              | 29,995    |   |      |   | 761       |  
|Net decrease in accounts receivable from affiliates            |  |                              |          |   |      |   |          |  
|Net decrease/(increase) in accounts receivable from customer   |  |                              | 16        |   |      |   | (5        | )
|Net increase in accrued expenses due to affiliates             |  |                              | 31,792    |   |      |   | 29,681    |  
|Net decrease in derivative liability to affiliate              |  |                              | (751      | ) |      |   | (933      | )
|Net increase/(decrease) in other liabilities                   |  |                              | (9        | ) |      |   | 2         |  
|                                                               |  |                              |           |   |      |   |           |  
|Net cash provided by operating activities                      |  |                              | 119,748   |   |      |   | 80,185    |  
|                                                               |  |                              |           |   |      |   |           |  
|Net increase in cash and cash equivalents                      |  |                              | 119,748   |   |      |   | 80,185    |  
|Cash and cash equivalents at beginning of period               |  |                              | 7,383,160 |   |      |   | 7,136,301 |  
|                                                               |  |                              |           |   |      |   |           |  
|Cash and cash equivalents at end of period                     |  | $                            | 7,502,908 |   |      | $ | 7,216,486 |  
|                                                               |  |                              |           |   |      |   |           |  

See accompanying notes to financial statements.



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Main Place Funding, LLC

Statement of Changes in Members Equity Unaudited

(Dollars in Thousands)



|                             |  |                   |           |                     |   |                     |  |                       |           |  |   |       
|---------------------------- |  | ----------------- | --------- | ------------------- | - | ------------------- |  | --------------------- | --------- |  | - | ------
|                             |  | ContributedEquity |           | UndistributedIncome |   | TotalMembersEquity |  | Compre- hensiveIncome
|Balance on December 31, 2005 |  | $                 | 4,770,338 |                     | $ | 2,310,319           |  | $                     | 7,080,657 |  |   |       
|Net income                   |  |                   |          |                     |   | 49,440              |  |                       | 49,440    |  | $ | 49,440
|                             |  |                   |           |                     |   |                     |  |                       |           |  |   |       
|Comprehensive income         |  |                   |           |                     |   |                     |  |                       |           |  | $ | 49,440
|                             |  |                   |           |                     |   |                     |  |                       |           |  |   |       
|Balance on March 31, 2006    |  | $                 | 4,770,338 |                     | $ | 2,359,759           |  | $                     | 7,130,097 |  |   |       
|                             |  |                   |           |                     |   |                     |  |                       |           |  |   |       
|Balance on December 31, 2006 |  | $                 | 4,770,338 |                     | $ | 2,530,311           |  | $                     | 7,300,649 |  |   |       
|Net income                   |  |                   |          |                     |   | 57,707              |  |                       | 57,707    |  | $ | 57,707
|                             |  |                   |           |                     |   |                     |  |                       |           |  |   |       
|Comprehensive income         |  |                   |           |                     |   |                     |  |                       |           |  | $ | 57,707
|                             |  |                   |           |                     |   |                     |  |                       |           |  |   |       
|Balance on March 31, 2007    |  | $                 | 4,770,338 |                     | $ | 2,588,018           |  | $                     | 7,358,356 |  |   |       
|                             |  |                   |           |                     |   |                     |  |                       |           |  |   |       

See accompanying notes to financial statements.



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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. In August 2002, Main Place Trust, a Delaware business trust, was liquidated into the Parent. 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 which removed certain restrictions on the business activities of Main Place permitting it to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware.

Main Place operates a business of entering into financial warranty agreements in favor of third parties for a fee. As of March 31, 2007, Main Place was a party to
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 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. The accompanying financial statements have been prepared in accordance with
accounting principles generally accepted in the United States for interim financial information and with the instructions to the Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for annual statements.
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 15 to 16 of Main
Places 2006 Annual Report on Form 10-K. These financial statements should be read in conjunction with the audited financial statements for the period ended December 31, 2006, and notes included in Main Places 2006 Annual Report on
Form 10-K.

On February 16, 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Instruments (SFAS 155), which permits,
but does not require, fair value accounting for any hybrid financial instrument that contains an embedded derivative that would otherwise require bifurcation in accordance with SFAS 133. The statement also subjects beneficial interests issued by
securitization vehicles to the requirements of SFAS 133. The statement is effective as of January 1, 2007. The adoption of SFAS 155 did not have a material impact on Main Places financial condition and results of operations.

On July 13, 2006, the FASB released FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB
Statement No. 109 (FIN 48). FIN 48 clarifies the accounting and reporting for income taxes where interpretation of the tax law may be uncertain. FIN 48 prescribes a comprehensive model for the financial statement recognition, measurement,
presentation and disclosure of income tax uncertainties with respect to positions taken or expected to be taken in income tax returns. Main Place adopted FIN 48 on January 1, 2007. The adoption of FIN 48 did not have an impact on the Main
Places financial condition and results of operations.



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Effective January 1, 2007, Main Place adopted Statement of Financial Accounting Standards (SFAS) No. 157,
Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value under accounting principles generally accepted in the United States (GAAP) and enhances disclosures about fair value
measurements. Fair value is defined under SFAS 157 as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly
transaction between market participants on the measurement date. The adoption of SFAS 157 did not have significant impact on Main Places financial condition and results of operation, as the derivative assets and liabilities in Main Place are
already recorded at fair value, with changes in fair value recorded in earnings. For additional information on the fair value of certain financial assets and liabilities, see Note 5 of the Financial Statements.

Main Place also adopted SFAS 159 on January 1, 2007. SFAS 159 allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement
for certain financial assets and liabilities on a contract-by-contract basis. SFAS 159 requires that the difference between the carrying value before election of the fair value option and the fair value of these instruments be recorded as an
adjustment to beginning retained earnings in the period of adoption. Main Place did not elect to apply the fair value option to any financial instruments.

Note 3  Derivatives  Financial Warranty Agreements

Main Place is in the business of entering into financial warranty agreements
with third parties. As of March 31, 2007, Main Place was a party to three financial warranty agreements with third party trusts. The aggregate net asset value of outstanding shares subject to these financial warranty agreements was $303.8
million and $327.5 million at March 31, 2007 and December 31, 2006, respectively. 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 losses from these agreements totaled $89 thousand for three months ended March 31, 2007.

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. 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. 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 also 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. The
trust is an open-ended diversified, registered investment company registered under the



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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 also 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.

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 relevant 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. Main Place has never made a payment to fund any shortfall amount under
these products and management believes that the probability of such a payment under these financial warranties is remote.

On February 15, 2006,
BlackRock, Inc. & Merrill Lynch agreed to merge their investment management businesses. As part of the merger with BlackRock, the Merrill Lynch Principal Protected Trust Agreements became the BlackRock Principal Protected Trust Agreements
on September 29, 2006 when the merger was completed.

Note 4  Affiliate Transactions

Main Place maintains its cash and cash equivalent accounts with the Parent. Main Place had $7.2 billion and $7.1 billion of time deposits placed with the Parent at
March 31, 2007 and December 31, 2006, respectively. Interest income on time deposits placed with the Parent for the three month ended March 31, 2007 was $93.8 million, compared to $79.3 million for the same prior year period.

The Parent pays for substantially all general and administrative expenses incurred by the Company, including but not limited to compensation and incentive
benefits and office overhead. Total expenses allocated to Main Place by the Parent for the three months ended March 31, 2007, were $25 thousand and are included in other general and operating expenses.

As described more fully in Note 3, 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, where the maximum obligation under the financial warranties is $782.0 million, which corresponds with Main Places obligations under financial warranty agreements in favor of third parties.

Accrued expenses due to affiliates at March 31, 2007 and December 31, 2006 were $148.2 million and $116.4 million, respectively, primarily
reflecting income taxes due to the Parent.



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Note 5  Fair Values of Financial Instruments

Fair Value Measurement

SFAS 157 defines fair value as the exchange price that would be received for an asset or
paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. SFAS 157 also establishes a fair value hierarchy
which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:



|        |  |                                                                                                                                                                                                                                                                                                       
|------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Level 1 |  | Quoted prices in active markets for identical assets or liabilities.                                                                                                                                                                                                                                  
|        | 
|Level 2 |  | Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be
corroborated by observable market data for substantially the full term of the assets or liabilities.
|        | 
|Level 3 |  | Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.                                                                                                                                                       

Main Places derivative assets and liabilities are measured at fair value on a recurring basis using
significant unobservable inputs and are therefore classified as Level 3 measurements. Management calculates the fair value of the derivative assets and liabilities as the present value of the estimated future cash flows to be exchanged under the
financial warranty agreements, including the estimated fees to be received from the funds, as disclosed in Note 3, and paid to the Parent. These fees are calculated based on the net asset value of the aforementioned funds as of March 31, 2007.

The table below presents a reconciliation of changes in fair value of derivative instruments for the period from January 1, 2007 to March 31,
2007.

Level 3 Fair Value Measurements



|                                                                                           |  |                  |       |   |                       |   |        |  
|------------------------------------------------------------------------------------------ |  | ---------------- | ----- | - | --------------------- | - | ------ | -
|(Dollars in thousands)                                                                     |  | DerivativeAssets |       |   | DerivativeLiabilities |  
|Balance, January 1, 2007                                                                   |  | $                | 7,162 |   |                       | $ | (5,387 | )
|Total gains or losses (realized/unrealized):                                               |  |                  |       |   |                       |   |        |  
|Included in earnings1                                                                      |  |                  | (366  | ) |                       |   | 277    |  
|Included in other comprehensive income                                                     |  |                  |      |   |                       |   |       |  
|Purchases, issuances, and settlements                                                      |  |                  | (632  | ) |                       |   | (473   | )
|Transfers in and/or out of Level 3                                                         |  |                  |      |   |                       |   |       |  
|                                                                                           |  |                  |       |   |                       |   |        |  
|Balance, March 31, 2007                                                                    |  | $                | 6,164 |   |                       | $ | (4,637 | )
|                                                                                           |  |                  |       |   |                       |   |        |  
|Changes in unrealized gains or losses relating to assets still held at the reporting date1 |  | $                | (366  | ) |                       | $ | 277    |  
|                                                                                           |  |                  |       |   |                       |   |        |  

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|(1) | Total gains or losses and
unrealized gains or losses are recorded within trading profits.
|--- | -----------------------------------------------------------------------------------------

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

Total income for the
three months ended March 31, 2007 was $93.7 million, representing an increase of $14.6 million from the corresponding period in 2006. The increase in the three month period was primarily a result of increased interest on time deposits due to
higher interest rates. In addition, trading account profits (losses) for the three months ended March 31, 2007 decreased $17 thousand to $89 thousand from the corresponding period in 2006. The decreased trading losses were due primarily to the
decrease in the aggregate net asset value of outstanding shares subject to the financial warranty agreements reducing the value of the agreements.



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##### Table of Contents

Total expenses (excluding income taxes) for the first quarter of 2007 were $53 thousand.

Total net income for the three months ended March 31, 2007 was $57.7 million, representing an increase of $8.3 million from the corresponding period in 2006. As
discussed above, the increase in the three month period was primarily a result of increased interest on time deposits due to higher interest rates. Income tax expense for the three months ended March 31, 2007 was $35.9 million, representing an
increase of $6.3 million from the corresponding period in 2006.

Liquidity & Capital Resources

Main Places primary source of liquidity is its cash and cash equivalents on hand and interest income thereon. At March 31, 2007, Main Place had approximately
$7.5 billion in cash and cash equivalents, which were held as time deposits with the Parent. At March 31, 2007, Main Places maximum obligation under the financial warranties was $782 million. Main Place has never made a payment to fund
any shortfall amount under these products and management believes that the probability of such a payment under these financial warranties is remote.

Critical Accounting Estimates and Principles

Main Places significant accounting principles are described in Note 2 of Main
Places audited financial statements included in its Form 10-K for the year ended December 31, 2006, and are essential to understanding Managements Discussion and Analysis of Financial Condition and Results of Operations. 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 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.

Derivative Assets and Liabilities

Main Place engages
in derivative trading-related activities. The management process related to the derivative positions is discussed in detail in Item 7A  Quantitative and Qualitative Disclosures About Market Risk in Main Places 2006 Annual
Report on Form 10-K. Trading positions recorded on the balance sheet are at estimated fair value.

Income Taxes

Main Place estimates tax expense based on the amount it expects to owe as part of a tax allocation agreement with the Corporation, inclusive of current state taxes
payable to the Parent. Accrued income taxes represent the net estimated amount due or to be received from taxing authorities. In estimating accrued income taxes, Main Place assesses the relative merits and risks of the appropriate tax treatment of
transactions taking into account statutory, judicial and regulatory guidance in the context of its tax position.

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 and design 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, as of
the end of the period covered by this report, that Main Places disclosure controls and procedures were effective in recording, processing, summarizing and reporting information required to be disclosed by Main Place, within the time periods
specified in the Securities and Exchange Commissions rules and forms. In addition, there have been no changes in Main Places internal control over financial reporting during the quarter ended March 31, 2007 that have materially
affected, or are reasonably likely to materially affect, Main Places internal control over financial reporting.



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##### Table of Contents

Part II. OTHER INFORMATION

Item 6. Exhibits



|     |  |                                                                                                                      
|---- |  | ---------------------------------------------------------------------------------------------------------------------
|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 to 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



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##### Table of Contents

SIGNATURE

Pursuant to the requirements of Section 13 or 15 (d) 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: May 15, 2007 |  | /s/ George C. Carp                        
|                   |  | George C. Carp                            
|                   |  | Principal Financial and Accounting Officer



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##### Table of Contents

Main Place Funding, LLC

Form 10-Q

Index to Exhibits



|        |  |                                                                                                                      
|------- |  | ---------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                          
|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 to 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



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