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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 June 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 July 31, 2008, there were no shares of common stock outstanding. As of July 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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##### Table of Contents

Main Place Funding, LLC

June 30, 2008 Form 10-Q



|                              |  |                                                                                                                                                                                     |  |     
|----------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                                                                                                                     |  | Page
|Part I. Financial Information
|                              |  |                                                                                                                                                                                    
|Item 1.                       |  | Financial Statements (Unaudited)                                                                                                                                                    |  |     
|                              |  |                                                                                                                                                                                    
|                              |  | Statement of Income for the Three and Six Months Ended June 30, 2008 and 2007                                                                                                       |  | 3   
|                              |  |                                                                                                                                                                                    
|                              |  | Balance Sheet as of June 30, 2008 and December 31, 2007                                                                                                                             |  | 4   
|                              |  |                                                                                                                                                                                    
|                              |  | Statement of Cash Flows for the Six Months Ended June 30, 2008 and 2007                                                                                                             |  | 5   
|                              |  |                                                                                                                                                                                    
|                              |  | Statement of Changes in Members Equity for the Six Months Ended June 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                                                                                                                                                                                 
|                              |  |                                                                                                                                                                                    
|                              |  | Exhibit 31.1: Certification of President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                  |  |     
|                              |  |                                                                                                                                                                                    
|                              |  | Exhibit 31.2: Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                 |  |     
|                              |  |                                                                                                                                                                                    
|                              |  | Exhibit 32.1: Certification of President pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                   |  |     
|                              |  |                                                                                                                                                                                    
|                              |  | Exhibit 32.2: Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 
906 of the Sarbanes-Oxley Act of 2002 |  |     



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##### Table of Contents

Part I. FINANCIAL INFORMATION



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

Main Place
Funding, LLC

Statement of Income Unaudited

(Dollars in Thousands)



|                                     |  |                           |       |   |                         |   |        |      |  |   |        |   |  |   |         |  
|------------------------------------ |  | ------------------------- | ----- | - | ----------------------- | - | ------ | ---- |  | - | ------ | - |  | - | ------- | -
|                                     |  | Three Months EndedJune 30 |       |   | Six Months EndedJune 30 |  
|                                     |  | 2008                      |       |   | 2007                    |   |        | 2008 |  |   | 2007   |  
|Income                               |  |                           |       |   |                         |   |        |      |  |   |        |   |  |   |         |  
|Interest on time deposits placed     |  | $                         | 5,785 |   |                         | $ | 96,134 |      |  | $ | 14,047 |   |  | $ | 189,925 |  
|Trading gain (loss) and fees         |  |                           | (61   | ) |                         |   | (17    | )    |  |   | (166   | ) |  |   | (106    | )
|                                     |  |                           |       |   |                         |   |        |      |  |   |        |   |  |   |         |  
|Total income                         |  |                           | 5,724 |   |                         |   | 96,117 |      |  |   | 13,881 |   |  |   | 189,819 |  
|                                     |  |                           |       |   |                         |   |        |      |  |   |        |   |  |   |         |  
|Expenses                             |  |                           |       |   |                         |   |        |      |  |   |        |   |  |   |         |  
|Other general and operating expenses |  |                           | 55    |   |                         |   | 53     |      |  |   | 144    |   |  |   | 106     |  
|                                     |  |                           |       |   |                         |   |        |      |  |   |        |   |  |   |         |  
|Total expenses                       |  |                           | 55    |   |                         |   | 53     |      |  |   | 144    |   |  |   | 106     |  
|                                     |  |                           |       |   |                         |   |        |      |  |   |        |   |  |   |         |  
|Income before income taxes           |  |                           | 5,669 |   |                         |   | 96,064 |      |  |   | 13,737 |   |  |   | 189,713 |  
|Income tax expense                   |  |                           | 2,172 |   |                         |   | 36,869 |      |  |   | 5,272  |   |  |   | 72,812  |  
|                                     |  |                           |       |   |                         |   |        |      |  |   |        |   |  |   |         |  
|Net income                           |  | $                         | 3,497 |   |                         | $ | 59,195 |      |  | $ | 8,465  |   |  | $ | 116,901 |  
|                                     |  |                           |       |   |                         |   |        |      |  |   |        |   |  |   |         |  

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



3



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Main Place Funding, LLC

Balance Sheet Unaudited

(Dollars in Thousands)



|                                      |  |             |           |                 |   |          
|------------------------------------- |  | ----------- | --------- | --------------- | - | ---------
|                                      |  | June 302008 |           | December 312007
|Assets                                |  |             |           |                 |   |          
|Cash and cash equivalents             |  | $           | 1,161,859 |                 | $ | 1,159,406
|Derivative assets                     |  |             | 1,073     |                 |   | 3,794    
|Interest receivable                   |  |             | 62        |                 |   | 453      
|Accounts receivable from customer     |  |             | 140       |                 |   | 172      
|                                      |  |             |           |                 |   |          
|Total assets                          |  | $           | 1,163,134 |                 | $ | 1,163,825
|                                      |  |             |           |                 |   |          
|Liabilities                           |  |             |           |                 |   |          
|Accrued expenses due to affiliates    |  | $           | 99,846    |                 | $ | 106,572  
|Derivative liability to affiliate     |  |             | 528       |                 |   | 2,854    
|Other liabilities                     |  |             | 165       |                 |   | 269      
|                                      |  |             |           |                 |   |          
|Total liabilities                     |  |             | 100,539   |                 |   | 109,695  
|                                      |  |             |           |                 |   |          
|Members Equity                       |  |             |           |                 |   |          
|Contributed equity                    |  |             | 1,000,338 |                 |   | 1,000,338
|Undistributed income                  |  |             | 62,257    |                 |   | 53,792   
|                                      |  |             |           |                 |   |          
|Total members equity                 |  |             | 1,062,595 |                 |   | 1,054,130
|                                      |  |             |           |                 |   |          
|Total liabilities and members equity |  | $           | 1,163,134 |                 | $ | 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)



|                                                               |  |                         |           |   |      |   |           |  
|-------------------------------------------------------------- |  | ----------------------- | --------- | - | ---- | - | --------- | -
|                                                               |  | Six Months EndedJune 30 |          
|                                                               |  | 2008                    |           |   | 2007 |  
|Operating Activities                                           |  |                         |           |   |      |   |           |  
|Net income                                                     |  | $                       | 8,465     |   |      | $ | 116,901   |  
|Reconciliation of net income to cash from operating activities |  |                         |           |   |      |   |           |  
|Net decrease in derivative assets                              |  |                         | 2,721     |   |      |   | 1,695     |  
|Net decrease in interest receivable                            |  |                         | 391       |   |      |   | 29,967    |  
|Net decrease in accounts receivable from affiliates            |  |                         |          |   |      |   |          |  
|Net decrease in accounts receivable from customer              |  |                         | 32        |   |      |   | 20        |  
|Net increase (decrease) in accrued expenses due to affiliates  |  |                         | (6,726    | ) |      |   | 68,661    |  
|Net decrease in derivative liability to affiliate              |  |                         | (2,326    | ) |      |   | (1,275    | )
|Net decrease in other liabilities                              |  |                         | (104      | ) |      |   | (9        | )
|                                                               |  |                         |           |   |      |   |           |  
|Net cash provided by operating activities                      |  |                         | 2,453     |   |      |   | 215,960   |  
|                                                               |  |                         |           |   |      |   |           |  
|Financing Activities                                           |  |                         |           |   |      |   |           |  
|Net (decrease) in short term borrowings                        |  |                         |          |   |      |   |          |  
|Capital distribution to corporation                            |  |                         |          |   |      |   |          |  
|Cash dividend paid                                             |  |                         |          |   |      |   |          |  
|                                                               |  |                         |           |   |      |   |           |  
|Net cash used in financing activities                          |  |                         |          |   |      |   |          |  
|                                                               |  |                         |           |   |      |   |           |  
|Net increase in cash and cash equivalents                      |  |                         | 2,453     |   |      |   | 215,960   |  
|Cash and cash equivalents at beginning of period               |  |                         | 1,159,406 |   |      |   | 7,383,160 |  
|                                                               |  |                         |           |   |      |   |           |  
|Cash and cash equivalents at end of period                     |  | $                       | 1,161,859 |   |      | $ | 7,599,120 |  
|                                                               |  |                         |           |   |      |   |           |  

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                                  |  |                   |          |                     |   | 116,901             |  |                     | 116,901   |  | $ | 116,901
|                                            |  |                   |           |                     |   |                     |  |                     |           |  |   |        
|Comprehensive income                        |  |                   |           |                     |   |                     |  |                     |           |  | $ | 116,901
|                                            |  |                   |           |                     |   |                     |  |                     |           |  |   |        
|Balance on June 30, 2007                    |  | $                 | 4,770,338 |                     | $ | 2,647,212           |  | $                   | 7,417,550 |  |   |        
|                                            |  |                   |           |                     |   |                     |  |                     |           |  |   |        
|Balance on December 31, 2007                |  | $                 | 1,000,338 |                     | $ | 53,792              |  | $                   | 1,054,130 |  |   |        
|Net income                                  |  |                   |          |                     |   | 8,465               |  |                     | 8,465     |  | $ | 8,465  
|                                            |  |                   |           |                     |   |                     |  |                     |           |  |   |        
|Comprehensive income                        |  |                   |           |                     |   |                     |  |                     |          |  | $ | 8,465  
|                                            |  |                   |           |                     |   |                     |  |                     |           |  |   |        
|Equity distribution and Cash dividends Paid |  |                   |          |                     |   |                    |  |                     |          |  |   |        
|                                            |  |                   |           |                     |   |                     |  |                     |           |  |   |        
|Balance on June 30, 2008                    |  | $                 | 1,000,338 |                     | $ | 62,257              |  | $                   | 1,062,595 |  |   |        
|                                            |  |                   |           |                     |   |                     |  |                     |           |  |   |        

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 June 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.

Note 3  Derivatives 
Financial Warranty Agreements

Main Place is in the business of entering into financial warranty agreements with third parties. As of June 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 $198.9 million and $255.8 million at June 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 loss from these agreements
totaled $61 thousand and $166 thousand for the three and six months ended June 30, 2008, respectively, representing an increased loss of $44 thousand and $60 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.



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On December 20, 2002, Main Place entered into a financial warranty agreement with the Parent. Under the terms of
this agreement, the Parent provided a financial warranty in favor of Main Place in the amount of up to $180.3 million, corresponding to Main Places obligations under the financial warranty in favor of Pioneer Principal Protection Trust, on
behalf of its series, Pioneer Protected Principal Plus Fund.

On November 1, 2002, Main Place entered into a financial warranty agreement with Merrill
Lynch Principal Protected Trust, on behalf of its series Merrill Lynch Fundamental Growth Principal Protected Fund and Merrill Lynch Investment Managers, L.P. The trust is an open-ended diversified, registered investment company registered under the
Investment Company Act of 1940, as amended. Under the terms of the agreement, Main Place provided a financial warranty in the amount of up to $265.9 million in order to ensure that the trust is able to redeem all of the outstanding shares of the
series on the maturity date, as defined in the financial warranty agreement. The last day upon which the financial warranty may be drawn is December 1, 2009.

On November 13, 2002, Main Place entered into a financial warranty agreement with the Parent. Under the terms of this agreement, the Parent provided a financial warranty in favor of Main Place in the amount of up to $265.9 million,
corresponding to Main Places obligations under the financial warranty in favor of Merrill Lynch Principal Protected Trust, on behalf of its series, Merrill Lynch Fundamental Growth Principal Protected Fund.

On November 1, 2002, Main Place also entered into a financial warranty agreement with Merrill Lynch Principal Protected Trust, on behalf of its series, Merrill
Lynch Basic Value Principal Protected Fund and Fund Asset Management, L.P. The trust is an open-ended diversified, registered investment company registered under the 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 the probability of such a payment under these financial warranties is remote.

On February 15, 2006, BlackRock, Inc. 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 $985.9
million and $971.4 million of time deposits placed with the Parent at June 30, 2008, and December 31, 2007, respectively. Interest income on time deposits placed with the Parent for the three and six months ended June 30, 2008, was
$5.8 million and $14.0 million respectively, compared to $96.1 million and $189.9 million, respectively, for the same prior year period.

The Parent pays
for substantially all general and administrative expenses incurred by the Company, including but not limited to compensation and incentive benefits and office overhead. Total expenses allocated to Main Place by the Parent for the three and six
months ended June 30, 2008, were $25 thousand and $50 thousand, respectively, and are included in other general and operating expenses.



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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 six months ended June 30, 2008, Main Place paid $343 thousand and $582 thousand, respectively, of fees to the Parent related to these agreements, compared to $473
thousand and $793 thousand, respectively, for the same prior year periods. These fees are included in Trading gain (loss) and fees on the Statement of Income.

Accrued expenses due to affiliates at June 30, 2008, and December 31, 2007, were $99.8 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 June 30, 2008.

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



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|                                                                                                          |  |                  |       |   |                       |   |      |  
|--------------------------------------------------------------------------------------------------------- |  | ---------------- | ----- | - | --------------------- | - | ---- | -
|Level 3 Fair Value Measurements (Three Months Ended June 30, 2008)                                        | 
|                                                                                                          |  |                 
|(Dollars in thousands)                                                                                    |  | DerivativeAssets |       |   | DerivativeLiabilities |  
|Balance, March 31, 2008                                                                                   |  | $                | 1,361 |   |                       | $ | (644 | )
|Total gains or losses (realized/unrealized):                                                              |  |                  |       |   |                       |   |      |  
|Included in earnings1                                                                                     |  |                  | 154   |   |                       |   | (215 | )
|Included in other comprehensive income                                                                    |  |                  |      |   |                       |   |     |  
|Purchases, issuances, and settlements                                                                     |  |                  | (442  | ) |                       |   | 331  |  
|Transfers in and/or out of Level 3                                                                        |  |                  |      |   |                       |   |     |  
|                                                                                                          |  |                  |       |   |                       |   |      |  
|Balance, June 30, 2008                                                                                    |  | $                | 1,073 |   |                       | $ | (528 | )
|Changes in unrealized gains or losses relating to assets still held for three months ended June 30, 20081 |  | $                | 154   |   |                       | $ | (215 | )
|                                                                                                          |  |                  |       |   |                       |   |      |  



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



|                                                                                                        |  |                  |        |   |                       |   |        |  
|------------------------------------------------------------------------------------------------------- |  | ---------------- | ------ | - | --------------------- | - | ------ | -
|Level 3 Fair Value Measurements (Six Months Ended June 30, 2008)                                        | 
|                                                                                                        |  |                 
|(Dollars in thousands)                                                                                  |  | DerivativeAssets |        |   | DerivativeLiabilities |  
|Balance, January 1, 2008                                                                                |  | $                | 3,794  |   |                       | $ | (2,854 | )
|Total gains or losses (realized/unrealized):                                                            |  |                  |        |   |                       |   |        |  
|Included in earnings1                                                                                   |  |                  | (1,806 | ) |                       |   | 1,641  |  
|Included in other comprehensive income                                                                  |  |                  |       |   |                       |   |       |  
|Purchases, issuances, and settlements                                                                   |  |                  | (915   | ) |                       |   | 685    |  
|                                                                                                        |  |                  |        |   |                       |   |        |  
|Balance, June 30, 2008                                                                                  |  | $                | 1,073  |   |                       | $ | (528   | )
|Changes in unrealized gains or losses relating to assets still held for six months ended June 30, 20081 |  | $                | (1,806 | ) |                       | $ | 1,641  |  
|                                                                                                        |  |                  |        |   |                       |   |        |  



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



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

Total income for the three and six months ended June 30, 2008, was $5.7 million and $13.9 million, respectively, representing a decrease of $90.3 million and $175.9 million from the corresponding period in 2007.
The decrease in the three and six month period was primarily a result of decreased interest on time deposits due to a lower time deposit balance due primarily to the capital distribution and cash dividends paid to Parent in 2007 in aggregate amount
of approximately $6.4 billion. The trading losses and fees for the three and six months ended June 30, 2008, increased $44 thousand and $60 thousand from the corresponding period in 2007, to a loss of $61 thousand and $166 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.

Total expenses (excluding income taxes) for the three and six months ended June 30, 2008, were $55 thousand and $144 thousand respectively, compared to $53 thousand
and $106 thousand for the same periods in 2007.



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Total net income for the three and six months ended June 30, 2008, was $3.5 million and $8.5 million, respectively,
representing a decrease of $55.7 million and $108.4 million, respectively, from the corresponding period in 2007. As discussed above, the decrease in the three and six months period was primarily a result of decreased interest on time deposits due
to the lower time deposit balance due primarily to the capital distribution and cash dividends paid to Parent in 2007 in aggregate amount of approximately $6.4 billion. Income tax expense for the three and six months ended June 30, 2008, was
$2.1 million and $5.3 million, respectively, representing a decrease of $34.7 million and $67.5 million from the corresponding period in 2007.

Liquidity & Capital Resources

Main Places primary source of liquidity is its cash and cash equivalents on hand and interest
income thereon. At June 30, 2008, Main Place had approximately $1.2 billion in cash and cash equivalents, which were mostly held as time deposits with the Parent. At June 30, 2008, Main Places maximum obligation under the financial
warranties was $782.0 million and the estimated pay out on the warranty contracts was $1.7 million. The overall potential liability was lower than the present value of the future cash in-flow, and Main Place has never made a payment to fund any
shortfall amount under these products.

Critical Accounting Estimates and Principles

Main Places significant accounting principles are described in Note 2 of Main Places audited financial statements included in its Form 10-K for the year ended December 31, 2007, 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.

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.



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Contractual Obligation

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 have fees to the Parent. The below table is the
best estimate of contractual obligation due to the Parent based on the net asset value of the aforementioned funds as of June 30, 2008.



|                            |  |                       |       |                 |   |          |  |          |     |  |   |  
|--------------------------- |  | --------------------- | ----- | --------------- | - | -------- |  | -------- | --- |  | - | -
|Contractual Liability Table
|                            | 
|(Dollars in thousands)      |  | Payment due by period
|                            |  | Total                 |       | Less than1 Year |   | 1-3Years |  | 3-5Years
|Contractual Obligation      |  |                       |       |                 |   |          |  |          |     |  |   |  
|Fee to Parent (ML Value)    |  | $                     | 912   |                 |   | 679      |  |          | 233 |  |   | 
|Fee to Parent (ML Growth)   |  | $                     | 588   |                 |   | 438      |  |          | 150 |  |   | 
|Fee to Parent (Pioneer)     |  | $                     | 308   |                 |   | 210      |  |          | 98  |  |   | 
|                            |  |                       |       |                 |   |          |  |          |     |  |   |  
|Total                       |  | $                     | 1,808 |                 | $ | 1,327    |  | $        | 481 |  | $ | 
|                            |  |                       |       |                 |   |          |  |          |     |  |   |  



|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 Exchange Act securities
laws 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 Securities Exchange Act of 1934, Main Place carried out an evaluation, with
the participation of Main Places management, including Main Places President and Principal Financial and Accounting Officer, of the effectiveness and design of Main Places disclosure controls and procedures as defined under rule
15d-15(e) under the Securities Exchange Act of 1934. 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 June 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: August 14, 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