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 June 30, 2000

                                       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 August 11,  2000,  there were no shares of common  stock  outstanding.  As of
August 11, 2000,  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
June 30, 2000 Form 10-Q

<TABLE>
<CAPTION>
<S>                                                                                           <C>
Index
                                                                                              Page

Part I.  Financial Information

Item 1.  Financial Statements

         Statement of Income for the Three Months and Six Months
         Ended June 30, 2000 and 1999                                                            3

         Balance Sheet as of June 30, 2000 and December 31, 1999                                 4

         Statement of Cash Flows for the Six Months Ended
         June 30, 2000 and 1999                                                                  5

         Statement of Changes in Members' Equity for the
         Six Months Ended June 30, 2000 and 1999                                                 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>



<PAGE>


Part I.  FINANCIAL INFORMATION

Item 1. Financial Statements
<TABLE>
<CAPTION>

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

                                                                               Three Months             Six Months
                                                                              Ended June 30            Ended June 30
                                                                          -------------------------------------------------
                                                                             2000        1999         2000        1999
---------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>         <C>          <C>          <C>
Income
    Interest and fees on loans                                              $206,394    $228,403     $424,225     $461,472
    Interest on securities                                                    46,460     120,640       95,255      262,396
    Interest on time deposits placed                                          67,051     108,662      142,614      263,270
    Gains on sales of securities                                                   -       1,922            -        4,420
                                                                          -------------------------------------------------
       Total income                                                          319,905     459,627      662,094      991,558
                                                                          -------------------------------------------------

Expenses
   Interest on securities sold under agreements to repurchase                 36,853      80,073       72,587      170,012
   Interest on long-term debt                                                 49,853      41,060      112,997       74,328
   Provision for credit losses                                                     -           -            -            -
   Other operating expenses                                                    7,001       5,604       14,066       11,924
                                                                          -------------------------------------------------
       Total expenses                                                         93,707     126,737      199,650      256,264
                                                                          -------------------------------------------------
   Income before income taxes and cumulative effect of accounting change     226,198     332,890      462,444      735,294
   Income tax expense                                                         87,518           -      173,428            -
                                                                          -------------------------------------------------
   Net income before cumulative effect of accounting change                  138,680     332,890      289,016      735,294
   Cumulative effect of change in accounting for income taxes-benefit              -           -        6,926            -
                                                                          -------------------------------------------------
       Net income                                                            138,680     332,890      295,942      735,294
                                                                          =================================================

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


<TABLE>
<CAPTION>

Main Place Funding, LLC
Balance Sheet
(Dollars in Thousands)
                                                                                           June 30       December 31
                                                                                             2000            1999
-----------------------------------------------------------------------------------------------------------------------
<S>                                                                                        <C>               <C>
Assets
   Cash and cash equivalents                                                               $ 1,996,954       $ 901,145
   Time deposits placed with affiliates                                                      4,300,000       5,000,000
   Securities:
       Available-for-sale                                                                    2,574,202       2,858,278
       Held-for-investment, at cost (market value $12,405 and $45,406)                          12,357          45,364
                                                                                      ---------------------------------
           Total securities                                                                  2,586,559       2,903,642
                                                                                      ---------------------------------

   Loans, net of unearned income                                                            10,833,401      12,328,216
   Allowance for credit losses                                                                 (35,682)        (35,988)
                                                                                      ---------------------------------
       Loans, net of unearned income and allowance for credit losses                        10,797,719      12,292,228
   Interest receivable                                                                          76,293          80,083
   Accounts receivable from affiliates                                                           2,647          19,249
   Other assets                                                                                 36,426          14,514
                                                                                      ---------------------------------
     Total assets                                                                         $ 19,796,598    $ 21,210,861
                                                                                      =================================

Liabilities
    Accrued expenses                                                                           $ 3,105         $ 3,818
    Accrued expenses due to affiliate                                                          160,644         578,249
    Securities sold under agreements to repurchase from affiliates                           2,251,415       2,557,522
    Current portion of long-term debt                                                        1,499,978       2,499,945
    Long-term debt                                                                           1,500,000       1,500,000
                                                                                      ---------------------------------
       Total liabilities                                                                     5,415,142       7,139,534
                                                                                      ---------------------------------
Members' Equity
     Contributed equity                                                                     13,395,436      13,395,436
     Undistributed income                                                                    1,018,159         722,217
     Accumulated other comprehensive loss                                                      (32,139)        (46,326)
                                                                                      ---------------------------------
       Total members' equity                                                                14,381,456      14,071,327
                                                                                      ---------------------------------
         Total liabilities and members' equity                                            $ 19,796,598    $ 21,210,861
                                                                                      =================================

See accompanying notes to financial statements.

</TABLE>
<PAGE>



<TABLE>
<CAPTION>

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

                                                                                                             Six Months Ended
                                                                                                                 June 30
                                                                                               -------------------------------------
                                                                                                          2000               1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                <C>                <C>
Operating Activities
   Net income before cumulative effect of accounting change                                        $     289,016      $    735,294
   Reconciliation of income before cumulative effect to net cash provided by operating activities
     Gains on sales of securities                                                                              -            (4,420)
     Deferred income tax benefit                                                                         (18,757)                -
     Net decrease in interest receivable                                                                   3,790            18,984
     Net decrease in accounts receivable from affiliates                                                  16,602           421,240
     Net (decrease) increase in accrued expenses                                                            (713)            1,672
     Net (decrease) in accrued expenses due to affiliates                                               (417,723)           (9,416)
     Other operating activities, net                                                                      22,807            28,276
                                                                                               -------------------------------------
           Net cash (used in) provided by operating activities                                          (104,978)        1,191,630
                                                                                               -------------------------------------

Investing Activities
   Proceeds from maturities of securities held for investment                                             33,009           117,095
   Proceeds from sales and maturities of securities available for sale                                   279,387         2,390,442
   Purchases of securities available for sale                                                                  -           (13,184)
   Net decrease in time deposits placed with affiliates                                                  700,000         8,000,000
   Purchases of loans                                                                                          -        (2,178,396)
   Collections of loans outstanding                                                                      705,545         2,276,561
   Proceeds from sale and securitizations of loans                                                       788,953                 -
                                                                                                 -----------------------------------
            Net cash provided by investing activities                                                  2,506,894        10,592,518
                                                                                                 -----------------------------------

Financing Activities
    Net decrease in securities sold under agreements
        to repurchase                                                                                   (306,107)       (2,466,447)
    Proceeds from issuance of long-term debt                                                                   -         1,500,000
    Retirement of long-term debt                                                                      (1,000,000)                -
    Distribution of capital to affiliates                                                                      -       (12,000,000)

                                                                                                ------------------------------------
          Net cash used in financing activities                                                       (1,306,107)      (12,966,447)
                                                                                                ------------------------------------

Net increase (decrease) in cash and cash equivalents                                                   1,095,809        (1,182,299)
Cash and cash equivalents at beginning of period                                                         901,145         2,219,988
                                                                                                ------------------------------------
Cash and cash equivalents at end of period                                                        $    1,996,954    $   1,037,689
                                                                                                ====================================

Supplemental disclosure of noncash transactions
   Distribution of loans to affiliates                                                            $            -    $     120,060


See accompanying notes to financial statements.

</TABLE>

<PAGE>
<TABLE>
<CAPTION>

Main Place Funding, LLC
Statement of Changes in Members' Equity
(Dollars in Thousands)
                                                                                         Accumulated
                                                                                            Other          Total         Compre-
                                                            Contributed    Undistributed Comprehensive    Members'       hensive
                                                               Equity        Income      Income (Loss)(1)  Equity      Income (Loss)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                          <C>         <C>           <C>           <C>             <C>
Balance on December 31, 1998                                 $24,980,572 $             $     220,081 $    25,200,653
   Net income                                                                  735,294                       735,294 $      735,294
   Other comprehensive income                                                               (156,428)       (156,428)      (156,428)
                                                                                                                       -------------
   Comprehensive income                                                                                              $      578,866
                                                                                                                       =============
   Distribution                                              (11,585,136)     (534,924)                  (12,120,060)
                                                          -----------------------------------------------------------
Balance on June 30, 1999                                     $13,395,436 $     200,370 $      63,653 $    13,659,459
                                                          ===========================================================

Balance on December 31, 1999                                 $13,395,436 $     722,217 $     (46,326)$    14,071,327
   Net income before cumulative effect of accounting change                    289,016                       289,016 $      289,016
   Cumulative effect of change in accounting for income taxes                    6,926                         6,926          6,926
   Other comprehensive income                                                                 14,187          14,187         14,187
                                                                                                                       -------------
   Comprehensive income                                                                                              $      310,129
                                                          -----------------------------------------------------------  =============
Balance on June 30, 2000                                     $13,395,436 $   1,018,159 $     (32,139)$    14,381,456
                                                          ===========================================================

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

</TABLE>

<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 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. (the "Parent").

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 a result of the December 23, 1998 merger,  Bank of America,  N.A.  holds a 99
percent  membership  interest  in Main  Place.  The other 1  percent  membership
interest is held by Main Place Trust, a Delaware  business trust,  also a wholly
owned  subsidiary  of Bank of  America,  N.A. 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 single-member  limited liability
company ("LLC"). Main Place is also considered a single-member LLC under current
tax law. 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 2 on pages 12 to 14 of the Annual Report on Form 10-K for
the year ended  December 31, 1999.  Discussion  of  significant  changes in such
accounting policies is below.

Accounting for Income Taxes

After October 14, 1998, Main Place is classified as a single-member  LLC and, as
such,  is  disregarded  as an entity  separate  from its  owners  for income tax
purposes.  Main  Place  has  become  aware  that the  predominant  practice  for
single-member  LLCs is to provide for income taxes in their  separate  financial
statements,  and has  concluded  that is a more  informative  presentation  than
proforma  disclosures.  Accordingly,  effective  January  1,  2000,  Main  Place
recognized  through a  cumulative  effect  adjustment  deferred  tax  assets and
liabilities  determined in  accordance  with  Statement of Financial  Accounting
Standards No. 109, "Accounting for Income Taxes", and the accompanying financial
statements  include an income tax  provision for the three and six month periods
ended June 30, 2000. On a proforma  basis,  income tax expense for the three and
six month periods ended June 30, 1999 was $121,039, and $267,353,  respectively.
For the  three-month  period  ended June 30,  2000 and 1999,  income tax expense
differs  from
<PAGE>
the  amount of income  tax  determined  by  applying  the  federal
statutory rate of 35 percent to pre-tax  income,  primarily as a result of state
taxes.

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

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

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


Note 3 - Loans

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

                                                     June 30          December 31
                                                       2000              1999
-------------------------------------------------------------------------------------
<S>                                                  <C>                 <C>
Residential mortgage                                 $10,824,385         $12,304,562
Other consumer                                                 -              13,706
Commercial real estate                                     9,016               9,948
                                                 ------------------------------------
    Total loans                                      $10,833,401         $12,328,216
                                                 ------------------------------------
</TABLE>

Mortgage  loans  collateralizing  mortgage-backed  bonds were  comprised  of the
following (dollars in thousands):
<TABLE>
<CAPTION>
                                                     June 30          December 31
                                                       2000              1999
-------------------------------------------------------------------------------------
<S>                                                   <C>                 <C>
Adjustable-rate                                       $3,274,887          $5,086,850
Fixed-rate                                             1,411,602           1,551,596
                                                 ------------------------------------
   Total mortgage loans                               $4,686,489          $6,638,446
                                                 ------------------------------------

Transactions  in the  allowance  for credit  losses were as follows  (dollars in
thousands):
</TABLE>

<TABLE>
<CAPTION>
                                                              Six Months
                                                            Ended June 30
                                                        ----------------------
                                                           2000       1999
------------------------------------------------------------------------------
<S>                                                        <C>        <C>
Balance on January 1                                       $35,988    $37,599
Loans charged off                                             (306)      (977)
Recoveries of loans previously charged off                       -        376
Provision for credit losses                                      -          -
                                                        ----------------------
Balance on June 30                                         $35,682    $36,998
                                                        ----------------------
</TABLE>

<PAGE>
Main Place had $67.0 million of nonperforming loans on June 30, 2000 compared to
$83.1  million on December  31,  1999.  Foreclosed  properties  on June 30, 2000
totaled $6.0 million compared to $6.1 million on December 31, 1999.

Note 4 - Affiliate Transactions
Main Place  maintains its cash and cash  equivalent  accounts with the Parent in
the form of time deposits. Interest income on time deposits for the three months
and six  months  ended  June 30,  2000 was $67.1  million  and  $142.6  million,
respectively,  compared to $108.7  million and $263.3 million for the same prior
year periods. As of June 30, 2000 and 1999, Main Place had $4.3 billion and $4.0
billion, respectively, of time deposits placed with the Parent.

At June 30, 2000 and  December  31,1999,  Main Place had $2.6  million and $19.5
million,   respectively,   of  accounts   receivable   from  affiliates  of  the
Corporation.  These  receivables are related to mortgage payments and securities
principal  and interest  payments in process,  which  generally  clear within 30
days.

Interest  expense on securities  for the six months ended June 30, 2000 and 1999
was $72.6 million and $170.0 million,  respectively,  related  primarily to U.S.
Government securities. On June 30, 2000 and 1999, Main Place had a total of $2.3
billion and $6.2 billion, respectively, of U.S. government securities sold under
agreements to  repurchase  from the Parent and Banc of America  Securities  LLC,
wholly owned subsidiaries of the Corporation which mature on demand.

Main Place has entered into  agreements  with the Parent for the  servicing  and
administration  of its  mortgage  portfolio.  Servicing  fees paid to the Parent
approximated  $6.4  million and $4.6  million for the six months  ended June 30,
2000 and 1999,  respectively,  and are included in "Other operating expenses" on
the accompanying statement of income.

From time to time, Main Place purchases certain mortgage loans originated by the
Parent.  Main Place did not  purchase any loans during the six months ended June
30, 2000 and  purchased  $2.2  billion of loans from the Parent  during the same
period in 1999.

Accrued  expenses due to  affiliates  as of June 30, 2000 and December 31, 1999,
were $160.6  million and $578.2  million,  respectively  composed  primarily  of
income  tax  payable  to the  Parent  of  $154.6  million  and  $571.9  million,
respectively.

At June 30, 2000,  Main Place had a revolving line of credit  agreement with the
Parent 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 .25 percent per annum commitment fee on the unused portion of the facility.
There have been no borrowings under this agreement.

During the six months ended June 30, 2000, Main Place sold $565 million of
mortage loans to the Parent.  No gain or loss was recorded on this transaction.

<PAGE>


Note 5 - Long-Term Debt

The  following  table  displays the primary  terms of Main Place's  1995-2,  and
1999-1 mortgage-backed bonds as of June 30, 2000 (dollars in thousands):
<TABLE>
<CAPTION>

                                                                           Series               Series
                                                                           1995-2               1999-1
                                                                           (Issued              (Issued
                                                                         October 1995)         May 1999)
                                                                       ------------------------------------
<S>                                                                       <C>                  <C>
Amount issued                                                              $1,500,000           $1,500,000
Reference rate                                                            3-mo. LIBOR          3-mo. LIBOR
                                                                              +17 bps               +12bps
Period-end interest rate                                                       6.480%               6.940%
Maturity                                                                         2000                 2002
Mortgage loans and cash collateralizing mortgage-backed bonds:
     Collateral - book value                                               $2,396,496           $2,418,700
     Collateral - discounted value                                          1,733,048            1,830,034
     Collateral - approximate amount exceeding
          minimum indenture requirements                                      150,548              247,534

</TABLE>

Interest expense on the Series 1995-2,  1997-1 and 1999-1  mortgage-backed bonds
for the three  months and six months  ended June 30, 2000 was $49.9  million and
$113.0 million, respectively, compared to interest expense on the Series 1995-2,
1997-1 and 1999-1  mortgage-backed  bonds of $41.1 million and $74.3 million for
the same periods in 1999. Main Place repaid its obligations on the Series 1997-1
mortgage-backed bonds of $1.0 billion on March 25, 2000.

In April 1999, the Securities and Exchange  Commission  declared  effective Main
Place's  shelf  registration  statement  (Registration  Statement)  providing an
additional $5 billion of capacity for issuance of mortgage-backed bonds (Bonds).
Bonds have been issued under this as well as previously  effective  registration
statements.  The  Bonds,  which  were  issued in  series  pursuant  to  separate
indentures,   are  generally   subject  to  the  following   terms.  The  Bonds,
collateralized  primarily  by mortgage  loans on 1-to-4  family  dwellings,  are
obligations  solely of Main Place. The Bonds are not prepayable at the option of
Main Place,  but are  subject to  redemption  in whole or in part under  certain
circumstances. Under the terms of an indenture relating to each series of Bonds,
Main  Place must  maintain a minimum  amount of  eligible  collateral,  which is
determined on a discounted basis and may consist of mortgage loans, certain U.S.
agency mortgage pass-through  certificates,  U.S. government securities and cash
held by a trustee  (the  Trustee).  The  types,  characteristics  and  permitted
amounts of eligible  collateral  are subject to change from time to time without
the consent of the  bondholders  if such changes would not adversely  affect the
ratings assigned to the Bonds. In the event such collateral requirements are not
met with respect to any series, Main Place must provide additional or substitute
mortgage  loans or other  acceptable  collateral  with respect to such series to
meet the required amounts of eligible  collateral  and/or repurchase Bonds in an
amount  sufficient  to meet  collateral  requirements.  If  sufficient  eligible
collateral is not supplied and/or  sufficient  Bonds are not  repurchased,  Main
Place must  redeem a portion of the  outstanding  Bonds of such series such that
the existing amount of the eligible collateral meets the collateral requirements
of the  indenture  relating to the Bonds of such series that remain  outstanding
after the redemption. As of June 30, 2000, Main Place had the authority to issue
approximately  $3.5 billion of securities under its existing shelf  registration
statement.

<PAGE>

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


Total net income before  cumulative  effect of accounting  change for the second
quarter  and  first  half  of  2000  was  $138.7  million  and  $289.0  million,
respectively,  representing  decreases of $194.2 million and $446.3 million from
the  corresponding  periods last year.  The  decrease  primarily  resulted  from
decreases in interest income, no gains on sales of securities and an increase in
long  term  debt  interest  expense.  After  October  14,  1998,  Main  Place is
classified as a single-member limited liability company ("LLC") and, as such, is
disregarded as an entity separate from its owners for income tax purposes.  Main
Place has become aware that the predominant  practice for single-member  LLCs is
to provide for income  taxes in their  separate  financial  statements,  and has
concluded that is a more  informative  presentation  than proforma  disclosures.
Income  tax  expense  for the  second  quarter  and first half of 2000 was $87.5
million and $173.4 million, respectively.


Total  income for the second  quarter and first half of 2000 was $319.9  million
and $662.1 million, respectively,  representing a decrease of $139.7 million and
$329.4  million,  respectively,  from the  corresponding  periods  in 1999.  The
decrease included a decline in interest income from the securities  portfolio of
$74.2 million and $167.1  million  resulting from a reduction of $4.7 billion in
the average  balance of the securities  portfolio.  The decrease also included a
decline in interest  income on time deposits  placed of $41.6 million and $120.6
million,  respectively, for the same periods in 1999, resulting from a reduction
of $6.3 billion in the respective  average  balances,  slightly  offset by a 159
basis point  increase in average  yields to 6.41  percent.  Interest and fees on
loans for the second  quarter and first half of 2000 declined  $22.0 million and
$37.2  million,  respectively,  due  to  a  consistent  reduction  in  the  loan
portfolio.  The  remaining  decrease in total income for the second  quarter and
first  half  of  2000  was  the  result  of  $1.9  million  and  $4.4   million,
respectively,  in decreases in gains on sales of  available-for-sale  securities
from the same period in 1999.

Total expenses (excluding income taxes) for the second quarter and first half of
2000 was $93.7 million and $199.7 million, respectively, representing a decrease
of $33.0  million and $56.6  million  compared to the same periods in 1999.  The
decrease  included  a decline  in  interest  expense  on  securities  sold under
agreements  to  repurchase  of $43.2  million and $97.4  million,  respectively,
resulting from a reduction of $4.8 billion in average  borrowings,  and slightly
offset by a 153 basis point increase in average rates to 6.35 percent. Long-term
debt interest expense for the second quarter and first half of 2000 increased by
$8.8  million  and  $38.7   million  to  $49.8   million  and  $113.0   million,
respectively,  compared to the same periods in 1999, due to the issuance of $1.5
billion in new debt in May 1999,  series 1999-1,  and a 137 basis point increase
in average rates to 6.65 percent.

Main Place made no provision for credit  losses in the second  quarter and first
half of 2000 due to the  decline in the  average  balance of the loan  portfolio
throughout 1999 and the $16.2 million decrease in  nonperforming  loans to $66.9
million  at June 30,  2000 from $83.1  million  at  December  31,  1999.  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
incurred credit losses at June 30, 2000.



<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.



<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: August 11, 2000                 /s/ Susan R. Faulkner
                                      -----------------------
                                      Susan R. Faulkner
                                      Treasurer and Senior Vice President/
                                      Principal Financial and Accounting Officer
                                      (Principal Financial and
                                      Duly Authorized Officer)




<PAGE>


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



Exhibit           Description

12                Ratio of Earnings to Fixed Charges.

27                Financial Data Schedule.