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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-Q



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(Mark one)

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

For the quarterly period ended September 30, 2006

Or



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

For the transition period from  to

Commission File Number 333-82040



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MAIN PLACE FUNDING, LLC

(Exact name of registrant as specified in its charter)



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

9 W 57thStreet New York, NY 10019

(Address of principal executive offices) (Zip Code)

(212) 583-8078

(Registrants telephone number, including area code)



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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈No  x

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

On October 31, 2006, there were no
shares of common stock outstanding. As of October 31, 2006, 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, 2006 Form 10-Q



|                              |  |                                                                                                                                                                                    |  |     
|----------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                              |  |                                                                                                                                                                                    |  | Page
|Part I. Financial Information |  |                                                                                                                                                                                   
|                              |  |                                                                                                                                                                                   
|Item 1.                       |  | Financial Statements                                                                                                                                                               |  |     
|                              |  |                                                                                                                                                                                   
|                              |  | Statement of Income for the Three and Nine Months Ended September 30, 2006 and 2005                                                                                                |  | 3   
|                              |  |                                                                                                                                                                                   
|                              |  | Balance Sheet as of September 30, 2006 and December 31, 2005                                                                                                                       |  | 4   
|                              |  |                                                                                                                                                                                   
|                              |  | Statement of Cash Flows for the Nine Months Ended September 30, 2006 and 2005                                                                                                      |  | 5   
|                              |  |                                                                                                                                                                                   
|                              |  | Statement of Changes in Members Equity for the Nine Months Ended September 30, 2006 and 2005                                                                                      |  | 6   
|                              |  |                                                                                                                                                                                   
|                              |  | Notes to Financial Statements                                                                                                                                                      |  | 7   
|                              |  |                                                                                                                                                                                   
|Item 2.                       |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                                              |  | 10  
|                              |  |                                                                                                                                                                                   
|Item 4.                       |  | Controls and Procedures                                                                                                                                                            |  | 11  
|                              | 
|Part II. Other Information    |  |                                                                                                                                                                                   
|                              |  |                                                                                                                                                                                   
|Item 6.                       |  | Exhibits                                                                                                                                                                           |  | 12  
|                              | 
|Signature                     |  | 13                                                                                                                                                                                
|                              | 
|Index to Exhibits             |  | 14                                                                                                                                                                                
|                              |  |                                                                                                                                                                                   
|                              |  | Exhibit 31.1: Certification of President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                 |  | 15  
|                              |  |                                                                                                                                                                                   
|                              |  | Exhibit 31.2: Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                |  | 17  
|                              |  |                                                                                                                                                                                   
|                              |  | 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                                  |  | 19  
|                              |  |                                                                                                                                                                                   
|                              |  | 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 |  | 20  



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##### Table of Contents

Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

Main Place Funding, LLC

Statement of Income (unaudited)

(Dollars in Thousands)



|                                     |  |                                 |        |      |                                |        |      |  |   |         |   |  |   |         |  
|------------------------------------ |  | ------------------------------- | ------ | ---- | ------------------------------ | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                                     |  | Three Months Ended September 30 |        |      | Nine Months Ended September 30 |       
|                                     |  | 2006                            |        | 2005 |                                |        | 2006 |  |   | 2005    |  
|Income                               |  |                                 |        |      |                                |        |      |  |   |         |   |  |   |         |  
|Interest on time deposits placed     |  | $                               | 95,201 |      | $                              | 61,078 |      |  | $ | 262,004 |   |  | $ | 155,048 |  
|Trading profits (losses) and fees    |  | $                               | 154    |      |                                | (157   | )    |  | $ | (89     | ) |  |   | (846    | )
|                                     |  |                                 |        |      |                                |        |      |  |   |         |   |  |   |         |  
|Total income                         |  | $                               | 95,355 |      |                                | 60,921 |      |  | $ | 261,915 |   |  |   | 154,202 |  
|                                     |  |                                 |        |      |                                |        |      |  |   |         |   |  |   |         |  
|Expenses                             |  |                                 |        |      |                                |        |      |  |   |         |   |  |   |         |  
|Other general and operating expenses |  |                                 | 54     |      |                                | 52     |      |  |   | 160     |   |  |   | 155     |  
|                                     |  |                                 |        |      |                                |        |      |  |   |         |   |  |   |         |  
|Total expenses                       |  |                                 | 54     |      |                                | 52     |      |  |   | 160     |   |  |   | 155     |  
|                                     |  |                                 |        |      |                                |        |      |  |   |         |   |  |   |         |  
|Income before income taxes           |  |                                 | 95,301 |      |                                | 60,869 |      |  |   | 261,755 |   |  |   | 154,047 |  
|Income tax expense                   |  |                                 | 36,577 |      |                                | 24,217 |      |  |   | 100,441 |   |  |   | 57,761  |  
|                                     |  |                                 |        |      |                                |        |      |  |   |         |   |  |   |         |  
|Net income                           |  | $                               | 58,724 |      | $                              | 36,652 |      |  | $ | 161,314 |   |  | $ | 96,286  |  
|                                     |  |                                 |        |      |                                |        |      |  |   |         |   |  |   |         |  

See accompanying notes to financial statements.



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Main Place Funding, LLC

Balance Sheet

(Dollars in Thousands)



|                                      |  |                       |           |                      |   |          
|------------------------------------- |  | --------------------- | --------- | -------------------- | - | ---------
|                                      |  | As ofSeptember 302006 |           | As ofDecember 312005
|                                      |  | (unaudited)           |           |                     
|Assets                                |  |                       |           |                      |   |          
|Cash and cash equivalents             |  | $                     | 7,397,938 |                      | $ | 7,136,301
|Derivative assets                     |  |                       | 8,054     |                      |   | 10,711   
|Interest receivable                   |  |                       | 2,059     |                      |   | 1,684    
|Accounts receivable from customer     |  |                       | 226       |                      |   | 203      
|                                      |  |                       |           |                      |   |          
|Total assets                          |  | $                     | 7,408,277 |                      | $ | 7,148,899
|                                      |  |                       |           |                      |   |          
|Liabilities                           |  |                       |           |                      |   |          
|Accrued expenses due to affiliates    |  | $                     | 160,218   |                      | $ | 60,078   
|Derivative liability to affiliate     |  |                       | 6,060     |                      |   | 8,060    
|Other liabilities                     |  |                       | 28        |                      |   | 104      
|                                      |  |                       |           |                      |   |          
|Total liabilities                     |  |                       | 166,306   |                      |   | 68,242   
|                                      |  |                       |           |                      |   |          
|Members Equity                       |  |                       |           |                      |   |          
|Contributed equity                    |  |                       | 4,770,338 |                      |   | 4,770,338
|Undistributed income                  |  |                       | 2,471,633 |                      |   | 2,310,319
|                                      |  |                       |           |                      |   |          
|Total members equity                 |  |                       | 7,241,971 |                      |   | 7,080,657
|                                      |  |                       |           |                      |   |          
|Total liabilities and members equity |  | $                     | 7,408,277 |                      | $ | 7,148,899
|                                      |  |                       |           |                      |   |          

See accompanying notes to financial statements.



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Main Place Funding, LLC

Statement of Cash Flows (unaudited)

(Dollars in Thousands)



|                                                               |  |                               |           |   |      |   |           |  
|-------------------------------------------------------------- |  | ----------------------------- | --------- | - | ---- | - | --------- | -
|                                                               |  | Nine Months EndedSeptember 30 |          
|                                                               |  | 2006                          |           |   | 2005 |  
|Operating Activities                                           |  |                               |           |   |      |   |           |  
|Net income                                                     |  | $                             | 161,314   |   |      | $ | 96,286    |  
|Reconciliation of net income to cash from operating activities |  |                               |           |   |      |   |           |  
|Net decrease in derivative assets                              |  |                               | 2,657     |   |      |   | 6,157     |  
|Net (increase)/decrease in interest receivable                 |  |                               | (375      | ) |      |   | (306      | )
|Net decrease in accounts receivable from affiliates            |  |                               |          |   |      |   |          |  
|Net (increase)/decrease in accounts receivable from customer   |  |                               | (23       | ) |      |   | 44        |  
|Net increase in accrued expenses due to affiliates             |  |                               | 100,140   |   |      |   | 27,946    |  
|Net (decrease) in derivative liability to affiliate            |  |                               | (2,000    | ) |      |   | (4,637    | )
|Net increase/(decrease) in other liabilities                   |  |                               | (76       | ) |      |   | (62       | )
|                                                               |  |                               |           |   |      |   |           |  
|Net cash provided by/ (used in) operating activities           |  |                               | 261,637   |   |      |   | 125,428   |  
|                                                               |  |                               |           |   |      |   |           |  
|Financing Activities                                           |  |                               |           |   |      |   |           |  
|Net (decrease) in short term borrowings                        |  |                               |          |   |      |   |          |  
|                                                               |  |                               |           |   |      |   |           |  
|Net cash used in financing activities                          |  |                               |          |   |      |   |          |  
|                                                               |  |                               |           |   |      |   |           |  
|Net increase in cash and cash equivalents                      |  |                               | 261,637   |   |      |   | 125,428   |  
|Cash and cash equivalents at beginning of period               |  |                               | 7,136,301 |   |      |   | 7,003,328 |  
|                                                               |  |                               |           |   |      |   |           |  
|Cash and cash equivalents at end of period                     |  | $                             | 7,397,938 |   |      | $ | 7,128,756 |  
|                                                               |  |                               |           |   |      |   |           |  

See accompanying notes to financial statements.



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Main Place Funding, LLC

Statement of Changes in Members Equity (unaudited)

(Dollars in Thousands)



|                              |  |                   |           |                     |   |                     |  |                      |           |  |   |        
|----------------------------- |  | ----------------- | --------- | ------------------- | - | ------------------- |  | -------------------- | --------- |  | - | -------
|                              |  | ContributedEquity |           | UndistributedIncome |   | TotalMembersEquity |  | Compre-hensiveIncome
|Balance on December 31, 2004  |  | $                 | 4,770,338 |                     | $ | 2,173,414           |  | $                    | 6,943,752 |  |   |        
|Net income                    |  |                   |          |                     |   | 96,286              |  |                      | 96,286    |  | $ | 96,286 
|                              |  |                   |           |                     |   |                     |  |                      |           |  |   |        
|Comprehensive income          |  |                   |           |                     |   |                     |  |                      |           |  | $ | 96,286 
|                              |  |                   |           |                     |   |                     |  |                      |           |  |   |        
|Balance on September 30, 2005 |  | $                 | 4,770,338 |                     | $ | 2,269,700           |  | $                    | 7,040,038 |  |   |        
|                              |  |                   |           |                     |   |                     |  |                      |           |  |   |        
|Balance on December 31, 2005  |  | $                 | 4,770,338 |                     | $ | 2,310,319           |  | $                    | 7,080,657 |  |   |        
|Net income                    |  |                   |          |                     |   | 161,314             |  | $                    | 161,314   |  | $ | 161,314
|                              |  |                   |           |                     |   |                     |  |                      |           |  |   |        
|Comprehensive income          |  |                   |           |                     |   |                     |  |                      |           |  | $ | 161,314
|                              |  |                   |           |                     |   |                     |  |                      |           |  |   |        
|Balance on September 30, 2006 |  | $                 | 4,770,338 |                     | $ | 2,471,633           |  | $                    | 7,241,971 |  |   |        
|                              |  |                   |           |                     |   |                     |  |                      |           |  |   |        

See accompanying notes to financial statements.



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Main Place Funding, LLC

Notes to Financial Statements

Note 1  Description of Business

Main Place Funding, LLC (Main Place), a Delaware limited liability
company, is a wholly owned subsidiary of Bank of America, N.A. (the Parent), which is a wholly owned indirect subsidiary of Bank of America Corporation (the Corporation).

Main Place was established originally as a Maryland real estate investment trust to consolidate the acquisition, holding and management of certain closed-end residential
mortgage loans owned by certain affiliates of the Corporation. In August 2002, Main Place Trust, a Delaware business trust, was liquidated into the Parent. The Parent holds a 100 percent membership interest in Main Place. Main Place is also
considered a single-member LLC under current tax law.

On October 21, 2002, Main Place adopted an Amended and Restated Limited Liability Company
Agreement, which removed certain restrictions on the business activities of Main Place and permitted it to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware.

Under these expanded powers, Main Place has entered into the business of entering into financial warranty agreements in favor of third parties for a fee.
As of September 30, 2006, 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 2005 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, 2005, and notes included in Main
Places 2005 Annual Report on Form 10-K.

On September 15, 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS
157). SFAS 157 defines fair value, establishes a framework for measuring fair value under generally accepted accounting principles (GAAP) and enhances disclosures about fair value measurements. SFAS 157 retains the exchange price notion and
clarifies that the exchange price is the price that would be received for an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants on the measurement date. SFAS 157 is effective for Main
Places financial statements for the year beginning on January 1, 2008, with earlier adoption permitted. Management is currently evaluating the effect of SFAS 157 on the Main Places financial condition and results of operations.



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

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, 2006, 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 $336.6 million and $395.8 million at September 30, 2006 and December 31, 2005, 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 profits (losses) from these agreements increased $311 thousand and $757 thousand to $154 thousand and ($89) thousand
for the three and nine months ended September 30, 2006 compared to the same periods in 2005.

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 Blackrock Principal Protected Trust, on behalf of its
series Blackrock Fundamental Growth Principal Protected Fund and Blackrock 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 Blackrock Principal Protected Trust, on behalf of its series, Blackrock Fundamental Growth Principal Protected Fund.

On
November 1, 2002, Main Place also entered into a financial warranty agreement with Blackrock Principal Protected Trust, on behalf of its series, 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



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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 Blackrock Principal Protected Trust, on behalf of its series, Blackrock 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.

Note 4  Affiliate Transactions

Main Place maintains its cash and cash equivalent accounts with the Parent. As of September 30, 2006 and December 31, 2005, Main Place had approximately $7.4
billion and $7.1 billion, respectively, of time deposits placed with the Parent. Remaining amounts disclosed within cash and cash equivalents on the accompanying balance sheet represent cash balances maintained with the Parent. Interest income on
time deposits placed with the Parent for the three and nine months ended September 30, 2006 was $95.2 million and $262.0 million, respectively, compared to $61.1 million and $155.0 million, respectively, for the same prior year periods.

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 in an aggregate amount, at September 30, 2006 and December 31, 2005, of $336.6 million and $395.8 million, respectively, which corresponds with Main Places obligations under financial warranty agreements in
favor of third parties. For the three and nine months ended September 30, 2006, Main Place paid $523 thousand and $1.7 million, respectively, of fees to the Parent related to these agreements, compared to $693 thousand and $2.2 million,
respectively, for the same prior year periods. These fees are included in Trading profits (losses) and fees on the Statement of Income.

Accrued expenses
due to affiliates as of September 30, 2006 and December 31, 2005 were $160.0 million and $60.1 million respectively. The September 30, 2006 and the December 31, 2005 balances were comprised primarily of income tax payable to the
Parent.

The Parent performs all of the operational services for Main Place. Total expenses allocated to Main Place by the Parent for the three and nine
months ended September 30, 2006, were $25 thousand and $75 thousand, respectively, and are included in other general and operating expenses.

Note
5  Fair Values of Financial Instruments

Statement of Financial Accounting Standards No. 107, Disclosures About Fair Value of Financial
Instruments, requires the disclosure of the estimated fair values of financial instruments. The fair value of an instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than
in a forced or liquidation sale. Quoted market prices, if available, are utilized as estimates of the fair values of financial instruments. Fair values of items for which no quoted market prices exist has been derived based on managements
assumptions, the estimated amount and timing of future cash flows and estimated discount rates. The estimation methods for individual classifications of financial instruments are more fully described below. Different assumptions could significantly
affect these



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estimates. Accordingly, the net realizable values could be materially different from the estimates presented below. In
addition, the estimates are only indicative of individual instruments values and should not be considered an indication of the fair value of Main Place.

Short-Term Financial Instruments

The carrying value of short-term financial instruments, including cash and cash equivalents, accounts
receivable from and accrued expenses due to affiliates and interest receivable approximates the fair value. These financial instruments generally expose Main Place to limited credit risk, have no stated maturities or have maturities of less than 90
days and carry interest rates, which approximate market.

Derivatives

All derivatives are recognized on the balance sheet at fair value.

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, 2006 was $95.4 million and $261.9 million, respectively, representing an increase of $34.4 million and $107.7 million, respectively, from the corresponding periods in 2005. The increase was a result of
increased interest on time deposits due to higher interest rates. In addition, trading account profits (losses) for the three and nine months ended September 30, 2006 increased $311 thousand and $757 thousand, respectively, to $154 thousand and
($89) thousand, respectively. The increase is due primarily to the decrease in the aggregate net asset value of outstanding shares subject to the financial warranty agreements reducing the value of the agreements.

Total expenses (excluding income taxes) were $54 thousand and $160 thousand for the three and nine months ended September 30, 2006.

Net income for the three and nine months ended September 30, 2006 was $58.7 million and $161.3 million, respectively, representing an increase of $22.1 million and
$65.0 million, respectively, from the corresponding periods in 2005. As discussed above, the increase in the three and nine month periods was primarily a result of increased interest on time deposits due to higher interest rates. Income tax expense
for the three and nine months ended September 30, 2006 was $36.6 million and $100.4 million, respectively, representing an increase of $12.4 million and $42.7 million, respectively, from the corresponding periods in 2005.

Liquidity & Capital Resources

Main Places primary
source of liquidity is its cash and cash equivalents on hand and interest income thereon. At September 30, 2006, Main Place had approximately $7.4 billion in cash and cash equivalents, which were held as time deposits and cash with the Parent.
At September 30, 2006, Main Places maximum obligation under the financial warranties was $336.6 million. Main Place has never made a payment to fund any shortfall amount under these products and management believes that the probability of
such a payment under these financial warranties is remote.

Critical Accounting Estimates and Principles

Main Places significant accounting principles are described in Note 2 of Main Places audited financial statements included in its Form 10-K for the year ended
December 31, 2005, 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.



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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 2005 Annual Report on Form 10-K. Trading positions recorded on the balance sheet are at estimated fair value.

Income Taxes

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

Item 4. Controls and Procedures

Pursuant to Rule 15d-15(b) under the Securities Exchange Act of 1934, Main Place carried
out an evaluation, with the participation of Main Places management, including Main Places President and Principal Financial and Accounting Officer, of the effectiveness and design of Main Places disclosure controls and procedures
as defined under rule 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period covered by this report. Based upon that evaluation, Main Places President and Principal Financial and Accounting Officer, concluded, as of
the end of the period covered by this report, that Main Places disclosure controls and procedures are effective in recording, processing, summarizing and reporting information required to be disclosed by Main Place, within the time periods
specified in the Securities and Exchange Commissions rules and forms. In addition, there have been no changes in Main Places internal control over financial reporting during the quarter ended September 30, 2006 that have materially
affected, or are reasonably likely to materially affect, Main Places internal control over financial reporting.



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##### Table of Contents

Part II. OTHER INFORMATION

Item 6. Exhibits



|     |  |                                                                                                                      
|---- |  | ---------------------------------------------------------------------------------------------------------------------
|31.1 |  | Certification of President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                 
|     | 
|31.2 |  | Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|     | 
|32.1 |  | Certification of President pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                 
|     | 
|32.2 |  | Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



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##### Table of Contents

SIGNATURE

Pursuant to the requirements of 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                   
|                        |  | Registrant                                
|                        | 
|Date: November 14, 2006 |  | /s/ George C. Carp                        
|                        |  | George C. Carp                            
|                        |  | Principal Financial and Accounting Officer



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##### Table of Contents

Main Place Funding, LLC

Form 10-Q

Index to Exhibits



|        |  |                                                                                                                      
|------- |  | ---------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                          
|31.1    |  | Certification of President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                 
|        | 
|31.2    |  | Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|        | 
|32.1    |  | Certification of President pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                 
|        | 
|32.2    |  | Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



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