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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, 2008

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





MAIN PLACE FUNDING, LLC

(Exact name of registrant as specified in its
charter)







|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|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)





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   ̈    No  x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer or a smaller reporting company. See the
definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  | x  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

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 October 31, 2008, there were no shares of common stock outstanding. As of October 31, 2008, 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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Main Place Funding, LLC

September 30, 2008 Form 10-Q



|                              |  |                                                                                               |  |     
|----------------------------- |  | --------------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                               |  | Page
|Part I. Financial Information |  |                                                                                              
|                              |  |                                                                                              
|Item 1.                       |  | Financial Statements (Unaudited)                                                              |  |     
|                              |  |                                                                                              
|                              |  | Statement of Income for the Three and Nine Months Ended September 30, 2008 and 2007           |  | 3   
|                              |  |                                                                                              
|                              |  | Balance Sheet as of September 30, 2008 and December 31, 2007                                  |  | 4   
|                              |  |                                                                                              
|                              |  | Statement of Cash Flows for the Nine Months Ended September 30, 2008 and 2007                 |  | 5   
|                              |  |                                                                                              
|                              |  | Statement of Changes in Members Equity for the Nine Months Ended September 30, 2008 and 2007 |  | 6   
|                              |  |                                                                                              
|                              |  | Notes to Financial Statements                                                                 |  | 7   
|                              |  |                                                                                              
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations         |  | 10  
|                              |  |                                                                                              
|Item 4(T).                    |  | Controls and Procedures                                                                       |  | 12  
|                              | 
|Part II. Other Information    |  |                                                                                              
|                              |  |                                                                                              
|Item 6.                       |  | Exhibits                                                                                      |  | 13  
|                              | 
|Signature                     |  | 14                                                                                           
|                              | 
|Index to Exhibits             |  | 15                                                                                           



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Part I. FINANCIAL INFORMATION



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

Main Place
Funding, LLC

Statement of Income Unaudited

(Dollars in Thousands)



|                                     |  |                                |       |   |                               |   |        |      |  |   |        |   |  |   |         |  
|------------------------------------ |  | ------------------------------ | ----- | - | ----------------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------- | -
|                                     |  | Three MonthsEnded September 30 |       |   | Nine MonthsEnded September 30 |  
|                                     |  | 2008                           |       |   | 2007                          |   |        | 2008 |  |   | 2007   |  
|Income                               |  |                                |       |   |                               |   |        |      |  |   |        |   |  |   |         |  
|Interest on time deposits placed     |  | $                              | 3,504 |   |                               | $ | 54,581 |      |  | $ | 17,551 |   |  | $ | 244,506 |  
|Trading losses and fees              |  |                                | (53   | ) |                               |   | (38    | )    |  |   | (219   | ) |  |   | (144    | )
|                                     |  |                                |       |   |                               |   |        |      |  |   |        |   |  |   |         |  
|Total income                         |  |                                | 3,451 |   |                               |   | 54,543 |      |  |   | 17,332 |   |  |   | 244,362 |  
|                                     |  |                                |       |   |                               |   |        |      |  |   |        |   |  |   |         |  
|Expenses                             |  |                                |       |   |                               |   |        |      |  |   |        |   |  |   |         |  
|Other general and operating expenses |  |                                | 55    |   |                               |   | 53     |      |  |   | 199    |   |  |   | 159     |  
|                                     |  |                                |       |   |                               |   |        |      |  |   |        |   |  |   |         |  
|Total expenses                       |  |                                | 55    |   |                               |   | 53     |      |  |   | 199    |   |  |   | 159     |  
|                                     |  |                                |       |   |                               |   |        |      |  |   |        |   |  |   |         |  
|Income before income taxes           |  |                                | 3,396 |   |                               |   | 54,490 |      |  |   | 17,133 |   |  |   | 244,203 |  
|Income tax expense                   |  |                                | 1,303 |   |                               |   | 20,913 |      |  |   | 6,575  |   |  |   | 93,725  |  
|                                     |  |                                |       |   |                               |   |        |      |  |   |        |   |  |   |         |  
|Net income                           |  | $                              | 2,093 |   |                               | $ | 33,577 |      |  | $ | 10,558 |   |  | $ | 150,478 |  
|                                     |  |                                |       |   |                               |   |        |      |  |   |        |   |  |   |         |  

The accompanying notes are an integral part of these financial statements.



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Main Place Funding, LLC

Balance Sheet Unaudited

(Dollars in Thousands)



|                                      |  |                  |           |                 |   |          
|------------------------------------- |  | ---------------- | --------- | --------------- | - | ---------
|                                      |  | September 302008 |           | December 312007
|Assets                                |  |                  |           |                 |   |          
|Cash and cash equivalents             |  | $                | 1,165,491 |                 | $ | 1,159,406
|Derivative assets                     |  |                  | 1,904     |                 |   | 3,794    
|Interest receivable                   |  |                  |          |                 |   | 453      
|Accounts receivable from customer     |  |                  | 157       |                 |   | 172      
|                                      |  |                  |           |                 |   |          
|Total assets                          |  | $                | 1,167,552 |                 | $ | 1,163,825
|                                      |  |                  |           |                 |   |          
|Liabilities                           |  |                  |           |                 |   |          
|Accrued expenses due to affiliates    |  | $                | 101,150   |                 | $ | 106,572  
|Derivative liability to affiliate     |  |                  | 1,508     |                 |   | 2,854    
|Other liabilities                     |  |                  | 206       |                 |   | 269      
|                                      |  |                  |           |                 |   |          
|Total liabilities                     |  |                  | 102,864   |                 |   | 109,695  
|                                      |  |                  |           |                 |   |          
|Members Equity                       |  |                  |           |                 |   |          
|Contributed equity                    |  |                  | 1,000,338 |                 |   | 1,000,338
|Undistributed income                  |  |                  | 64,350    |                 |   | 53,792   
|                                      |  |                  |           |                 |   |          
|Total members equity                 |  |                  | 1,064,688 |                 |   | 1,054,130
|                                      |  |                  |           |                 |   |          
|Total liabilities and members equity |  | $                | 1,167,552 |                 | $ | 1,163,825
|                                      |  |                  |           |                 |   |          

The accompanying notes are an integral part of these financial statements.



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Main Place Funding, LLC

Statement of Cash Flows Unaudited

(Dollars in Thousands)



|                                                               |  |                               |           |   |      |   |            |  
|-------------------------------------------------------------- |  | ----------------------------- | --------- | - | ---- | - | ---------- | -
|                                                               |  | Nine Months EndedSeptember 30 |          
|                                                               |  | 2008                          |           |   | 2007 |  
|Operating Activities                                           |  |                               |           |   |      |   |            |  
|Net income                                                     |  | $                             | 10,558    |   |      | $ | 150,478    |  
|Reconciliation of net income to cash from operating activities |  |                               |           |   |      |   |            |  
|Net decrease in derivative assets                              |  |                               | 1,890     |   |      |   | 2,445      |  
|Net decrease in interest receivable                            |  |                               | 453       |   |      |   | 27,693     |  
|Net decrease in accounts receivable from customer              |  |                               | 15        |   |      |   | 30         |  
|Net increase (decrease) in accrued expenses due to affiliates  |  |                               | (5,422    | ) |      |   | 122,986    |  
|Net decrease in derivative liability to affiliate              |  |                               | (1,346    | ) |      |   | (1,839     | )
|Net increase (decrease) in other liabilities                   |  |                               | (63       | ) |      |   | 11         |  
|                                                               |  |                               |           |   |      |   |            |  
|Net cash provided by operating activities                      |  |                               | 6,085     |   |      |   | 301,804    |  
|                                                               |  |                               |           |   |      |   |            |  
|Financing Activities                                           |  |                               |           |   |      |   |            |  
|Capital distribution to the Parent                             |  |                               |          |   |      |   | (3,770,000 | )
|Cash dividends paid                                            |  |                               |          |   |      |   | (2,646,720 | )
|                                                               |  |                               |           |   |      |   |            |  
|Net cash used in financing activities                          |  |                               |          |   |      |   | (6,416,720 | )
|                                                               |  |                               |           |   |      |   |            |  
|Net increase (decrease) in cash and cash equivalents           |  |                               | 6,085     |   |      |   | (6,114,916 | )
|Cash and cash equivalents at beginning of period               |  |                               | 1,159,406 |   |      |   | 7,383,160  |  
|                                                               |  |                               |           |   |      |   |            |  
|Cash and cash equivalents at end of period                     |  | $                             | 1,165,491 |   |      | $ | 1,268,244  |  
|                                                               |  |                               |           |   |      |   |            |  

The accompanying notes are an integral part of these 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 |  |   | ComprehensiveIncome
|Balance on December 31, 2006                 |  | $                 | 4,770,338  |   |                     | $ | 2,530,311  |                     |  | $ | 7,300,649           |   |  |   |        
|Net income                                   |  |                   |           |   |                     |   | 150,478    |                     |  |   | 150,478             |   |  | $ | 150,478
|                                             |  |                   |            |   |                     |   |            |                     |  |   |                     |   |  |   |        
|Comprehensive income                         |  |                   |            |   |                     |   |            |                     |  |   |                     |   |  | $ | 150,478
|                                             |  |                   |            |   |                     |   |            |                     |  |   |                     |   |  |   |        
|Capital distribution and cash dividends paid |  |                   | (3,770,000 | ) |                     |   | (2,646,720 | )                   |  |   | (6,416,720          | ) |  |   |        
|                                             |  |                   |            |   |                     |   |            |                     |  |   |                     |   |  |   |        
|Balance on September 30, 2007                |  | $                 | 1,000,338  |   |                     | $ | 34,069     |                     |  | $ | 1,034,407           |   |  |   |        
|                                             |  |                   |            |   |                     |   |            |                     |  |   |                     |   |  |   |        
|Balance on December 31, 2007                 |  | $                 | 1,000,338  |   |                     | $ | 53,792     |                     |  | $ | 1,054,130           |   |  |   |        
|Net income                                   |  |                   |           |   |                     |   | 10,558     |                     |  |   | 10,558              |   |  | $ | 10,558 
|                                             |  |                   |            |   |                     |   |            |                     |  |   |                     |   |  |   |        
|Comprehensive income                         |  |                   |            |   |                     |   |            |                     |  |   |                    |   |  | $ | 10,558 
|                                             |  |                   |            |   |                     |   |            |                     |  |   |                     |   |  |   |        
|Balance on September 30, 2008                |  | $                 | 1,000,338  |   |                     | $ | 64,350     |                     |  | $ | 1,064,688           |   |  |   |        
|                                             |  |                   |            |   |                     |   |            |                     |  |   |                     |   |  |   |        

The accompanying notes are an integral part of these 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 September 30, 2008, 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 2007 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, 2007, and notes included in Main Places 2007
Annual Report on Form 10-K.

Impact of Merrill Lynch & Co., Inc. Acquisition

In September 2008, the Corporation announced an agreement to acquire Merrill Lynch & Co., Inc. (Merrill Lynch) in an all-stock transaction.
Included in this acquisition is Merrill Lynchs approximately 49 percent interest in BlackRock, Inc. (BlackRock), a publicly traded investment management company that manages the BlackRock Fundamental Growth Principal Protected Fund and the
BlackRock Basic Value Principal Protected Fund. As discussed in Note 3, Main Place has entered into financial warranty agreements with BlackRock Principal Protected Trust on behalf of each those funds. The acquisition of Merrill Lynch is subject to
closing conditions, and shareholder and regulatory approvals, and is expected to close on or around December 31, 2008. Main Places management is currently evaluating the potential impact of this merger, if any, on the financial warranty
agreements entered into with BlackRock Principal Protected Trust on behalf of the BlackRock Fundamental Growth Principal Protected Fund and the BlackRock Basic Value Principal Protected Fund.



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Note 3  Derivatives  Financial Warranty Agreements

Main Place is in the business of entering into financial warranty agreements with third parties. As of September 30, 2008, 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 $175.4 million and $255.8 million at September 30, 2008, and December 31,
2007, 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 $53 thousand and
$219 thousand for the three and nine months ended September 30, 2008, respectively, representing increase in losses of $15 thousand and $75 thousand from the corresponding periods in 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 (now BlackRock Principal Protected Trust), on behalf of its series Merrill Lynch Fundamental Growth Principal Protected Fund
(now BlackRock 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 (now BlackRock
Principal Protected Trust), on behalf of its series, Merrill Lynch Basic Value Principal Protected Fund (now BlackRock Basic Value Principal Protected Fund) and Fund Asset Management, 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 $335.8 million in order to ensure that the trust is able to redeem
all of the outstanding shares of the series on the maturity date, as defined in the financial warranty agreement. The last day upon which the financial warranty may be drawn is December 1, 2009.

On November 13, 2002, Main Place 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 any payment obligations that may arise under these financial warranties would not be material.



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On February 15, 2006, BlackRock and Merrill Lynch agreed to merge their investment management
businesses. As part of the merger with BlackRock, both 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 $1.2 billion and $971.4 million of time deposits placed with the Parent at September 30, 2008, and December 31, 2007, respectively. Interest income on time
deposits placed with the Parent for the three and nine months ended September 30, 2008, was $3.5 million and $17.6 million respectively, compared to $54.6 million and $244.5 million, respectively, for the same prior year periods.

The Parent pays for substantially all general and administrative expenses incurred by Main Place, including but not limited to compensation and incentive
benefits and office overhead. Total expenses allocated to Main Place by the Parent for the three and nine months ended September 30, 2008, were $25 thousand and $75 thousand, respectively, and are included in other general and operating
expenses.

As described in more detail 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 maximum obligations under financial
warranty agreements in favor of third parties. For the three and nine months ended September 30, 2008, Main Place paid $306 thousand and $888 thousand, respectively, of fees to the Parent related to these agreements, compared to $455 thousand
and $1.2 million, respectively, for the same prior year periods. These fees are included in Trading losses and fees on the Statement of Income.

Accrued expenses due to affiliates at September 30, 2008, and December 31, 2007, were $101.2 million and $106.6 million, respectively, primarily reflecting income taxes due to the Parent.

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 both the estimated liability to the funds and receivable from the Parent valued based on historical market performance of the funds, and 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 September 30, 2008.



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The table below presents a reconciliation of changes in fair value of derivative instruments for the
three and nine months ended September 30, 2008.

Level 3 Fair Value Measurements (Three Months Ended September 30, 2008)



|                                                                                                                       |  |                   |       |   |                       |   |        |  
|---------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----- | - | --------------------- | - | ------ | -
|(Dollars in thousands)                                                                                                 |  | Derivative Assets |       |   | DerivativeLiabilities |  
|Balance, June 30, 2008                                                                                                 |  | $                 | 1,073 |   |                       | $ | (528   | )
|Included in earnings1                                                                                                  |  |                   | 1,221 |   |                       |   | (1,273 | )
|Purchases, issuances, and settlements                                                                                  |  |                   | (390  | ) |                       |   | 293    |  
|                                                                                                                       |  |                   |       |   |                       |   |        |  
|Balance, September 30, 2008                                                                                            |  | $                 | 1,904 |   |                       | $ | (1,508 | )
|                                                                                                                       |  |                   |       |   |                       |   |        |  
|Changes in unrealized gains or losses associated with assets still held for the three months ended September 30, 20081 |  | $                 | 1,221 |   |                       | $ | (1,273 | )
|                                                                                                                       |  |                   |       |   |                       |   |        |  
|                                                                                                                       | 

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

Level 3 Fair Value Measurements (Nine Months Ended September 30, 2008)



|                                                                                                                       |  |                   |        |   |                       |    |       |  
|---------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ------ | - | --------------------- | -- | ----- | -
|(Dollars in thousands)                                                                                                 |  | Derivative Assets |        |   | DerivativeLiabilities |   
|Balance, January 1, 2008                                                                                               |  | $                 | 3,794  |   |                       | ($ | 2,854 | )
|Included in earnings1                                                                                                  |  |                   | (585   | ) |                       |    | 368   |  
|Purchases, issuances, and settlements                                                                                  |  |                   | (1,305 | ) |                       |    | 978   |  
|                                                                                                                       |  |                   |        |   |                       |    |       |  
|Balance, September 30, 2008                                                                                            |  | $                 | 1,904  |   |                       | ($ | 1,508 | )
|                                                                                                                       |  |                   |        |   |                       |    |       |  
|Changes in unrealized gains or losses associated with assets still held for the three months ended September 30, 20081 |  | $                 | (585   | ) |                       | $  | 368   |  
|                                                                                                                       |  |                   |        |   |                       |    |       |  
|                                                                                                                       | 

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

Note 6  Subsequent Events

On October 31, 2008, Pioneer Protected Principal Plus Fund had a Permanent Defeasance Event due to equity portfolio values declining to the point
that the fund is required to reallocate all investments to fixed income securities portfolios in accordance with the financial warranty agreement. Based on the current calculation, Main Place estimates the potential payment arising from the
Permanent Defeasance Event will not be material.



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

Total income for the three and nine months ended September 30, 2008, was $3.5 million and $17.3 million, respectively, representing decreases of
$51.1 million and $227.0 million from the corresponding periods in 2007. The decreases in the three and nine-month periods were primarily the result of decreased interest on time deposits due to a lower time deposit interest rate for changing time
deposit type, and a lower time deposit balance due primarily to the capital distribution and cash dividends paid to the Parent in 2007 in an aggregate amount of approximately $6.4 billion. The trading losses and fees for the three and nine months
ended September 30, 2008, increased $15 thousand and $75 thousand from the corresponding periods in 2007, to trading losses and fees of $53 thousand and $219 thousand, respectively. The increased trading losses were due primarily to the lower
present value caused by the decrease in the aggregate net asset value of outstanding shares subject to the financial warranty agreements.



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Total expenses (excluding income taxes) for the three and nine months ended September 30, 2008, were
$55 thousand and $199 thousand respectively, compared to $53 thousand and $159 thousand for the same periods in 2007.

Total net income for
the three and nine months ended September 30, 2008, was $2.1 million and $10.6 million, respectively, representing decreases of $31.5 million and $139.9 million, respectively, from the corresponding periods in 2007. As discussed above, the
decreases in the three and nine-month periods were primarily a result of decreased interest on time deposits due to the lower time deposit balance and interest rate. Income tax expense for the three and nine months ended September 30, 2008, was
$1.3 million and $6.6 million, respectively, representing decreases of $19.6 million and $87.2 million from the corresponding periods in 2007.

Liquidity and Capital Resources

Main Places primary source of liquidity is its cash and cash equivalents on hand and
interest income thereon. At September 30, 2008, Main Place had approximately $1.2 billion in cash and cash equivalents, which were set as Euro sweep with the Parent. At September 30, 2008, Main Places maximum obligation under the
financial warranties was $782.0 million and the estimated payout on the financial warranty agreements was $3.1 million, which was calculated through put option valuation model and driven by the net asset values, maturity time and volatility of the
stocks. The estimated payout on the financial warranty agreements increased $1.4 million from last quarter mainly due to greater volatility of holding positions and decreases in aggregate net asset values of the funds. The overall potential
liability was $1.5 million higher than the present value of the future cash in-flow. Although the estimated payout is higher than the present value of the future cash in-flow, the guarantee amount is still out-of-the-money and Main Place has never
made a payment to fund any shortfall amount under these products. As discussed in Note 6, a subsequent event occurred on October 31, 2008 regarding Pioneer Protected Principal Plus Fund. Main Place does not believe that any payment obligations
that may arise under its financial warranty agreements and including the subsequent event will be material.

Critical Accounting Estimates and
Principles

Main Places significant accounting principles are described in Note 2 of its audited financial statements included in
Main Places 2007 Annual Report on Form 10-K, 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 2007 Annual
Report on Form 10-K. Trading positions recorded on the balance sheet are at estimated fair value. The potential future payout to the funds was netted against the present value of the fees to be received from funds. The potential future payment to be
received from the Parent was netted against the present value of the fees to be paid to the Parent.



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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.

Contractual Obligations

Main Place has entered into financial warranty agreements with the Parent. Under the terms of these agreements, the Parent provides financial warranties in favor of Main Place, and Main Place pays fees to the Parent.
The table below is the best estimate of contractual obligations due to the Parent based on the net asset value of the aforementioned funds as of September 30, 2008.

Contractual Liability Table



|                                                                       |       |   |                        |  |                                       |       |  |   |    
|---------------------------------------------------------------------- | ----- | - | ---------------------- |  | ------------------------------------- | ----- |  | - | ---
|(Dollars in thousands) Contractual Obligations                         |       |   |                        |  |                                       |      
|                                                                       | Total |   | Due in oneyear or less |  | Due after one yearthrough three years
|Fees to Parent (BlackRock Basic Value Principal Protected Fund)        |       | $ | 657                    |  | $                                     | 591   |  | $ | 66 
|Fees to Parent (BlackRock Fundamental Growth Principal Protected Fund) |       |   | 426                    |  |                                       | 383   |  |   | 43 
|Fees to Parent (Pioneer Protected Principal Plus Fund)                 |       |   | 243                    |  |                                       | 197   |  |   | 46 
|                                                                       |       |   |                        |  |                                       |       |  |   |    
|Total                                                                  |       | $ | 1,326                  |  | $                                     | 1,171 |  | $ | 155
|                                                                       |       |   |                        |  |                                       |       |  |   |    



|Item 4(T). | Controls and Procedures
|---------- | -----------------------

Disclosure Controls and Procedures

Main Places disclosure controls and procedures are designed to ensure that information required to be disclosed under the Securities
Exchange Act of 1934, as amended (the Exchange Act) is accumulated and communicated to management, including Main Places President and Principal Financial and Accounting Officer, to allow timely decisions regarding required
disclosure.

As of the end of the period covered by this report and pursuant to Rule 15d-15(b) under the Exchange Act, 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 Exchange Act. 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.

Changes in Internal Control over Financial Reporting

There have been no changes in Main Places internal control over financial reporting during the quarter ended September 30, 2008, that have materially affected, or are reasonably likely to materially affect,
Main Places internal control over financial reporting.



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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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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: November 13, 2008 |  | /s/ George C. Carp                        
|                        |  | George C. Carp                            
|                        |  | Principal Financial and Accounting Officer



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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



15