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 March 31, 1999

                                       or

         [   ]  TRANSITION  REPORT  PURSUANT  TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934
                For the transition period from _______ to _______

                         Commission File Number 333-74817
                                                ---------

                            MAIN PLACE FUNDING, LLC
                            -----------------------
             (Exact name of registrant as specified in its charter)

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

                  100 North Tryon Street, Charlotte, NC 28255
               ---------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (704) 388-7436
                                 --------------
              (Registrant's telephone number, including area code)


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

On May 17, 1999, there were no shares of common stock outstanding. As of May 17,
1999, members' interests consisted of ownership percentages of 99 percent and
1 percent for NationsBank, N.A. and Main Place Trust, respectively.

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H (1) (a) 
AND (b) OF FORM  10-Q  AND IS  THEREFORE  FILING  THIS  FORM  WITH THE REDUCED 
DISCLOSURE FORMAT.

<PAGE>

MAIN PLACE FUNDING, LLC
March 31, 1999 FORM 10-Q


INDEX
                                                                            Page
                                                                            ----
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Statement of Income for the Three Months Ended
         March 31, 1999 and 1998                                              3

         Balance Sheet on March 31, 1999 and December 31, 1998                4

         Statement of Cash Flows for the Three Months Ended
         March 31, 1999 and 1998                                              5

         Statement of Changes in Members' and Shareholders'
         Equity for the Three Months Ended March 31, 1999 and 1998            6

         Notes to Financial Statements                                        7

Item 2.  Management's Discussion and Analysis of Results of Operations
         and Financial Condition                                             11

PART II. OTHER INFORMATION

Item 6.  Exhibits and Reports on Form 8-K                                    12

Signature                                                                    13

Index to Exhibits                                                            14



                                       2

<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

MAIN PLACE FUNDING, LLC
STATEMENT OF INCOME
(Dollars in Thousands)

                                                              Three Months
                                                             Ended March 31
                                                         -----------------------
                                                               1999         1998
--------------------------------------------------------------------------------
<S>                                                       <C>          <C>

INCOME
   Interest and fees on loans                             $ 233,069    $ 312,799
   Interest on securities                                   141,756      384,267
   Interest on time deposits placed                         154,608      246,354
   Gains on sales of available for sale securities            2,498        1,274
                                                          ----------------------
      Total income                                          531,931      944,694
                                                          ----------------------

EXPENSES
   Interest on securities sold under agreements
      to repurchase                                          89,939      301,157            
   Interest on long-term debt                                33,268       59,991
   Provision for credit losses                                    -        7,400
   Other operating expenses                                   6,320       10,424
                                                          ----------------------
      Total expenses                                        129,527      378,972
                                                          ----------------------

Income before income taxes                                  402,404      565,722
Income tax expense                                                -      198,003
                                                          ----------------------
NET INCOME                                                $ 402,404    $ 367,719
                                                          ======================
</TABLE>
See accompanying notes to financial statements.



                                       3

<PAGE>

<TABLE>
<CAPTION>

MAIN PLACE FUNDING, LLC
BALANCE SHEET
(Dollars in Thousands)

                                                        March 31     December 31
                                                            1999            1998
--------------------------------------------------------------------------------
<S>                                                <C>              <C>
ASSETS
   Cash and cash equivalents                         $ 1,365,716    $ 2,219,988
   Time deposits placed with affiliates               13,600,000     12,000,000
   Securities:
      Held for investment, at cost (market value -
         $127,955 and $201,220)                          127,751        201,190
      Available for sale                               7,428,729      8,794,598
                                                     ---------------------------
         Total securities                              7,556,480      8,995,788
                                                     ---------------------------
   Amount due from Trustee                               201,492        272,237

   Loans, net of unearned income                      12,795,126     13,092,178
   Allowance for credit losses                           (36,873)       (37,599)
                                                     ---------------------------
      Loans, net of unearned income and allowance
         for credit losses                            12,758,253     13,054,579
                                                     ---------------------------
   Interest receivable                                   123,003        127,536
   Accounts receivable from affiliates                   141,861        188,333
   Other assets                                           77,052         92,445
                                                     ---------------------------
                                                     $35,823,857    $36,950,906
                                                     ===========================

LIABILITIES
   Accrued expenses                                  $     1,562    $       933
   Accrued expenses due to affiliates                    578,648        590,623
   Securities sold under agreements to
      repurchase from affiliates                       7,200,592      8,658,818
   Long-term debt                                      2,499,896      2,499,879
                                                     ---------------------------
                                                      10,280,698     11,750,253
                                                     ---------------------------

MEMBERS' EQUITY
   Accumulated other comprehensive income                160,183        220,081
   Contributed equity                                 24,980,572     24,980,572
   Undistributed income                                  402,404              -
                                                     ---------------------------
      Total members' equity                           25,543,159     25,200,653
                                                   -----------------------------
                                                     $35,823,857    $36,950,906
                                                   =============================
</TABLE>

See accompanying notes to financial statements.



                                       4

<PAGE>

<TABLE>
<CAPTION>

MAIN PLACE FUNDING, LLC
STATEMENT OF CASH FLOWS
(Dollars in Thousands)

                                                               Three Months
                                                              Ended March 31
                                                     ---------------------------
                                                           1999            1998
--------------------------------------------------------------------------------
<S>                                                <C>              <C>
OPERATING ACTIVITIES
   Net income                                        $  402,404     $   367,719
   Reconciliation of net income to net cash
      provided by operating activities
      Gains on sales of securities                       (2,498)         (1,274)
      Provision for credit losses                             -           7,400
      Net decrease (increase) in amount due
         from Trustee                                    70,745        (152,236)
      Net decrease (increase) in interest
         receivable                                       4,533         (42,626)
      Net decrease in accounts receivable
         from affiliates                                 46,472         199,678
      Net increase (decrease) in accrued expenses           629        (123,299)
      Net (decrease) increase in accrued expenses
         due to affiliates                              (11,975)        280,411
      Other operating activities                         18,206         (27,173)
                                                     ---------------------------
         Net cash provided by operating activities      528,516         508,600
                                                     ---------------------------
INVESTING ACTIVITIES
   Proceeds from maturities of securities held
      for investment                                     73,792          88,610
   Proceeds from sales and maturities of securities
      available for sale                              1,312,767         981,686
   Purchases of securities available for sale                 -        (168,704)
   Net increase in time deposits placed with
      affiliates                                     (1,600,000)       (150,000)
   Purchases of loans                                (1,002,208)     (2,138,895)
   Collections of loans outstanding                   1,291,087       1,592,075
                                                     ---------------------------
      Net cash provided by investing activities          75,438         204,772
                                                     ---------------------------
FINANCING ACTIVITIES
   Net decrease in securities sold under
      agreements to repurchase                       (1,458,226)       (702,028)
                                                     ---------------------------
      Net cash used in financing activities          (1,458,226)       (702,028)
                                                     ---------------------------

Net (decrease) increase in cash and cash
   equivalents                                         (854,272)         11,344
Cash and cash equivalents at beginning of period      2,219,988       1,709,810
                                                     ---------------------------
Cash and cash equivalents at end of period           $1,365,716     $ 1,721,154
                                                     ===========================
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS
   Securities available for sale contributed
      from affiliate                                          -          75,182
   Loans securitized and retained in the
      securities portfolio                                    -         550,963
</TABLE>

See accompanying notes to financial statements.



                                       5

<PAGE>

<TABLE>
<CAPTION>

MAIN PLACE FUNDING, LLC
STATEMENT OF CHANGES IN MEMBERS' AND SHAREHOLDERS' EQUITY
(Dollars in Thousands)

                                                                         Accumulated                           Total     
                               Class A  Class B  Additional                    Other    Contri-      Undistri- Members' and  Compre-
                                 Trust    Trust     Paid-In    Retained  Comprehensive  buted        buted     Shareholders' hensive
                                Shares   Shares     Capital    Earnings      Income(1)  Equity       Income    Equity        Income
------------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>    <C>    <C>          <C>              <C>       <C>          <C>       <C>           <C>
BALANCE ON DECEMBER 31, 1997      $100   $1,100 $32,321,896  $  806,236       $167,207  $        -   $      -  $33,296,539
   Net income                                                   367,719                                            367,719 $367,719
   Other comprehensive income,
      net of tax                                                                 9,873                               9,873   9,873
   Comprehensive income                                                                                                    ---------
   Net assets contributed by                                                                                               $377,592
      NationsBank, N.A.                              75,182                                                         75,182 ========
   Other                                             (1,458)                                                        (1,458)
                               -------------------------------------------------------------------------------------------
BALANCE ON MARCH 31, 1998         $100   $1,100 $32,395,620  $1,173,955       $177,080 $         -   $      -  $33,747,855
                               ===========================================================================================
BALANCE ON DECEMBER 31, 1998      $  -   $    - $         -  $        -       $220,081 $24,980,572   $      -  $25,200,653
   Net income                                                                                         402,404      402,404 $402,404
   Other comprehensive income                                                  (59,898)                            (59,898) (59,898)
   Comprehensive income                                                                                                    ---------
                               ------------------------------------------------------------------------------------------- $342,506
BALANCE ON MARCH 31, 1999         $  -   $    - $         -  $        -       $160,183 $24,980,572   $402,404  $25,543,159 ========
                               ===========================================================================================

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

</TABLE>

See accompanying notes to financial statements.



                                       6

<PAGE>

MAIN PLACE FUNDING, LLC
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ACCOUNTING POLICIES

Main Place Funding, LLC (Main Place), a Delaware limited liability company, is a
subsidiary of NationsBank,  N.A., which is a wholly owned indirect subsidiary of
Bank of America  Corporation  (the  Corporation).  On September  25,  1998,  the
Corporation's predecessor, NationsBank Corporation (NationsBank), reincorporated
in Delaware,  and on  September  30, 1998,  the former  BankAmerica  Corporation
merged into  NationsBank  with the latter entity  surviving.  In connection with
this merger, NationsBank changed its name to "BankAmerica Corporation." On April
28,  1999,  BankAmerica  Corporation  changed  its  name  to  "Bank  of  America
Corporation."

Main Place is the successor by merger of Main Place Real Estate Investment Trust
(MPREIT) with and into Main Place. MPREIT was established on October 29, 1996 as
a Maryland real estate investment trust to consolidate the acquisition,  holding
and management of certain closed-end residential mortgage loans owned by certain
affiliates of the  Corporation.  MPREIT is the successor by merger of Main Place
Funding  Corporation  (MPFC) as of November 1, 1996.  On October 15, 1998,  Main
Place Holdings  Corporation,  the former parent of MPREIT,  merged with and into
Main Place,  and on December 23, 1998,  MPREIT  merged with and into Main Place,
its parent company. These mergers were each accounted for in a manner similar to
a pooling of interests and, accordingly,  the accompanying  financial statements
include  the results of  operations  and  financial  condition  of the  combined
entities since the beginning of the earliest period presented.

As of the  December  23,  1998  merger,  NationsBank,  N.A.  held  a 99  percent
membership  interest in Main Place. The other 1 percent  membership  interest is
held by Main Place Trust,  a Delaware  business  trust.  In connection  with the
merger of MPREIT with and into Main Place, all outstanding  MPREIT Class A Trust
Shares  were  cancelled.  All  outstanding  MPREIT  Class  B Trust  Shares  were
converted  into rights to receive  cash.  As a result of the  December  23, 1998
merger,  Main Place's  ownership  interests  are  presented in the  accompanying
financial  statements  to reflect the equity  structure  of a limited  liability
company.  As the surviving entity,  Main Place issues and sells  mortgage-backed
bonds and acquires, owns, holds and pledges the related mortgage notes and other
assets  serving as collateral in connection  therewith.  In connection  with the
merger with MPREIT,  Main Place assumed  MPREIT's  obligations  under the Series
1995-2 and Series 1997-1 mortgage-backed bonds.

The  information  contained in the financial  statements  is  unaudited.  In the
opinion of management,  all normal  recurring  adjustments  necessary for a fair
presentation of the interim period results have been made.  Certain prior period
amounts have been  reclassified  to conform to current  period  classifications.
Accounting  policies  followed in the presentation of interim  financial results
are  presented in Note 1 on pages 12 to 14 of the Annual Report on Form 10-K for
the year ended December 31, 1998.

NOTE 2 - LOANS

The following table presents the composition of loans (dollars in thousands):

<TABLE>
<CAPTION>
                                                        March 31     December 31
                                                            1999            1998
--------------------------------------------------------------------------------
<S>                                                  <C>             <C>
Residential mortgage                                 $12,760,874     $13,052,858
Other consumer                                            18,681          21,997
Commercial real estate                                    15,571          17,323
                                                     ---------------------------
   Total loans, net of unearned income               $12,795,126     $13,092,178
                                                     ===========================
</TABLE>



                                       7

<PAGE>

Mortgage  loans  collateralizing  mortgage-backed  bonds were  comprised  of the
following (dollars in thousands):

<TABLE>
<CAPTION>
                                                        March 31     December 31
                                                            1999            1998
--------------------------------------------------------------------------------
<S>                                                  <C>             <C>
Adjustable-rate                                       $2,567,810      $2,419,756
Fixed-rate                                             1,149,179       1,265,581
                                                     ---------------------------
   Total mortgage loans                               $3,716,989      $3,685,337
                                                     ===========================
</TABLE>

Transactions  in the  allowance  for credit  losses were as follows  (dollars in
thousands):

<TABLE>
<CAPTION>
                                                              Three Months
                                                             Ended March 31
                                                         -----------------------
                                                           1999           1998
--------------------------------------------------------------------------------
<S>                                                      <C>            <C>
Balance on January 1                                     $37,599        $41,412
Loans charged off                                           (866)          (621)
Recoveries of loans previously charged off                   140             59
Provision for credit losses                                    -          7,400
                                                         -----------------------
Balance on March 31                                      $36,873        $48,250
                                                         =======================
</TABLE>

Main Place had $104.3 million of nonperforming loans on March 31, 1999 compared
to $109.8 million on December 31, 1998. Foreclosed properties on March 31, 1999
totaled $11.5 million compared to $9.1 million on December 31, 1998.

NOTE 3 - AFFILIATE TRANSACTIONS

Main Place  maintains its cash and cash  equivalent  accounts with  NationsBank,
N.A.  As of March 31,  1999 and 1998,  Main  Place had $13.6  billion  and $18.1
billion,  respectively,  of time deposits placed with NationsBank, N.A. Interest
income on time  deposits  for the three months ended March 31, 1999 and 1998 was
$154.6 million and $246.4 million, respectively.

At March 31, 1999 and 1998,  Main Place had $141.9  million and $197.3  million,
respectively,  of accounts receivable from affiliates of the Corporation.  These
receivables  are related to  mortgage  payments  and  securities  principal  and
interest payments in process, which generally clear within 30 days.

On March 31,  1999 and 1998,  Main Place had a total of $7.2  billion  and $21.4
billion,  respectively,  outstanding  in  securities  sold under  agreements  to
repurchase from  NationsBank,  N.A. and NationsBanc  Montgomery  Securities LLC,
wholly owned indirect subsidiaries of the Corporation. Interest expense on these
securities  for the three months ended March 31, 1999 and 1998 was $89.9 million
and $301.2  million,  respectively.  Main Place has entered into agreements with
NationsBanc Mortgage Corporation (NationsBanc Mortgage), a wholly owned indirect
subsidiary of the Corporation, and with NationsBank,  N.A. for the servicing and
administration  of its mortgage  portfolio.  Servicing  fees paid to NationsBanc
Mortgage  approximated  $5.7 million and $9.9 million for the three months ended
March 31, 1999 and 1998,  respectively,  and are  included  in "Other  operating
expenses" on the accompanying statement of income.

From time to time, Main Place  purchases  certain  mortgage loans  originated by
NationsBanc Mortgage.  During the first three months of both 1999 and 1998, Main
Place purchased $1.0 billion of loans from  NationsBanc  Mortgage.  In addition,
during the first  quarter of 1998,  Main Place  purchased  $695 million of loans
from NationsBank, N.A., as well as $425 million of loans in the secondary market
through NationsBanc Mortgage.


                                       8

<PAGE>

Accrued  expenses  due to  affiliates as of March 31, 1999 and December 31, 1998
included  $571.9 million of allocated  income taxes payable to the  Corporation.
The allocated income tax expense was recognized prior to Main Place's conversion
to a limited liability company on December 23, 1998.

During the first quarter of 1998, NationsBank, N.A. contributed $75.2 million in
available for sale securities to Main Place.  This  contribution was recorded at
the book value of the assets contributed.

At March 31,  1999,  Main Place had a revolving  line of credit  agreement  with
NationsBank,  N.A.  for the  benefit  of the  trustee  under the  Series  1995-2
Mortgage-Backed Bonds. The maximum borrowing allowed under this agreement, which
expires in 2000, is $82.5 million. The borrowings bear interest at prime and are
subject to a .25 percent per annum  commitment  fee on the unused portion of the
facility. There have been no borrowings under this agreement.

Additionally,  a subsidiary of NationsBank,  N.A., Bank of America  Technology &
Operations,   Inc.,  (formerly  NationsBanc   Services,   Inc.),  provides  data
processing  and  other  support   services  to  Main  Place  and  certain  other
subsidiaries  of the  Corporation.  These  services  included the  completion of
substantially all of Main Place's Year 2000 software  conversion  projects as of
March 31, 1999. The related costs,  which are expensed when billed, are included
in "Other operating expenses." Bank of America Technology & Operations,  Inc. is
reimbursed through affiliate allocations to the other subsidiaries.  For further
information related to the Corporation's Year 2000 efforts, refer to the section
entitled "Year 2000 Project" in the Corporation's  Quarterly Report on Form 10-Q
for the period ended March 31, 1999.



                                       9

<PAGE>

NOTE 4 - LONG-TERM DEBT

The following  table  displays the primary  terms of Main Place's  1995-2 and
1997-1 mortgage-backed bonds as of March 31, 1999 (dollars in thousands):

<TABLE>
<CAPTION>
                                                        Series         Series
                                                        1995-2         1997-1
                                                        (Issued        (Issued        
                                                     October 1995)   March 1997)
--------------------------------------------------------------------------------
<S>                                                  <C>             <C>
Amount issued                                          $1,500,000     $1,000,000
Reference rate                                        3-mo. LIBOR    3-mo. LIBOR
                                                          +17 bps         +5 bps
Period-end interest rate                                   5.141%         5.050%
Maturity                                                     2000           2000
Mortgage loans and cash collateralizing
  mortgage-backed bonds:
    Collateral-book value                              $2,390,338     $1,540,034
    Collateral-discounted value                         1,820,794      1,234,679
    Collateral-approximate amount exceeding
       minimum indenture requirements                     238,000        180,000

</TABLE>

Interest expense on the Series 1995-2 and 1997-1  mortgage-backed bonds for the
three months ended March 31, 1999 was $33.3 million compared to interest expense
on the Series 1995-1, 1995-2 and 1997-1 mortgage-backed bonds of $60.0 million 
for the same period in 1998. Main Place repaid its obligations on the Series
1995-1 mortgage-backed bonds of $1.5 billion on July 17, 1998.

On April 22, 1999, the Securities and Exchange Commission declared effective
Main Place's registration statement for the issuances of up to $5.0 billion of
additional securities. As of May 14, 1999, there has been no issuance under this
registration statement.



                                       10

<PAGE>

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION

Total net income for the first quarter of 1999 was $402.4  million,  an increase
of $34.7  million or 9.4 percent  over the same period last year.  The  increase
primarily  resulted from the elimination of income tax expense upon reorganizing
as a limited  liability  company on December  23,  1998,  partially  offset by a
larger  decrease in interest  income than  interest  expense  accompanying  1999
reductions  in  the  loan  and  securities  portfolios.   When  Main  Place  was
reorganized  as a limited  liability  company in 1998,  it became a division  of
NationsBank,  N.A. for income tax purposes.  Accordingly,  no income tax expense
was recorded in the first quarter of 1999, compared to $198.0 million recorded
in the first quarter of 1998.

Total  income was $531.9  million in the first  quarter of 1999,  a decrease  of
$412.8  million or 43.7  percent  from the same period last year.  The  decrease
includes a $242.5  million  decline in interest on securities  resulting  from a
$14.1 billion  reduction in the average  balance of the securities  portfolio to
$8.1  billion  in the first  quarter  of 1999 from  $22.2  billion  in the first
quarter of 1998. The decrease also reflects a $91.7 million  decline in interest
on time deposits placed  resulting from a $4.9 billion  reduction in the average
balance to $13.0  billion in the first quarter of 1999 from $17.9 billion in the
first  quarter of 1998 and a 75 basis point  decrease in the average  yield to
4.83 percent in the first quarter of 1999 from 5.58 percent in the first quarter
of  1998.  The  remaining  decrease  is made up of a $79.7  million  decline  in
interest  and fees on loans  resulting  from a  quarter-to-quarter  reduction in
outstanding loans, partially offset by a $1.2 million increase in gains on sales
of available-for-sale securities.

Total expenses, including income taxes, were $129.5 million in the first quarter
of 1999, a decrease of $447.4 million or 77.6 percent over the same period last 
year.

Interest  expense on securities  sold under  agreements to repurchase  decreased
$211.2  million due to a $14.1  billion  decrease in average  borrowings to $7.8
billion in the first  quarter of 1999 from $21.9 billion in the first quarter of
1998 and a 92 basis point decrease in the average rate paid to 4.66 percent in
the first  quarter of 1999 from 5.58  percent in the first  quarter of 1998.  In
addition,  interest  expense on long-term debt decreased  $26.7 million due to a
lower average balance,  reflecting the repayment of mortgage-backed bonds in the
third  quarter of 1998 and due to a reduction in the average rate paid on such
borrowings to 5.32 percent in the first quarter of 1999 from 6.00 percent in the
first quarter of 1998.

Other operating  expenses,  which primarily consist of mortgage servicing costs,
decreased  $4.1 million in the first quarter of 1999 compared to the same period
last  year due  to a  decrease  in  the  average  balance  of  mortgage  loans
outstanding.

Main Place made no provision  for credit losses in the first quarter of 1999 due
to the decline in the average balance of the loan portfolio throughout 1998 and
the $5.5 million decrease in nonperforming  loans to $104.3 million on March 31,
1999 from  $109.8  million  on December 31, 1998. Future economic conditions and
changes in the loan portfolio may increase nonperforming loans.

For information  related to the  Corporation's  Year 2000 efforts,  refer to the
section titled "Year 2000 Project" in the Corporation's Quarterly Report on Form
10-Q for the period ended March 31, 1999.



                                       11

<PAGE>

Part II.          OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

                  (a)      Exhibits:

                           12       Ratio of Earnings to Fixed Charges.

                           27       Financial Data Schedule.

                  (b)      Reports on Form 8-K:

                           None.


                                       12

<PAGE>

                                    SIGNATURE

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the  registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

                                  Main Place Funding, LLC
                                  -----------------------



Date:  May 17, 1999               /s/ NEIL A. COTTY
                                  ----------------------------------
                                      Neil A. Cotty
                                      Treasurer and Senior Vice President/
                                      Principal Financial and Accounting Officer
                                      (Principal Financial and Duly
                                      Authorized Officer)




                                       13

<PAGE>

                            MAIN PLACE FUNDING, LLC
                                   FORM 10-Q
                               INDEX TO EXHIBITS



Exhibit           Description
-------           -----------

12                Ratio of Earnings to Fixed Charges.

27                Financial Data Schedule.





                                       14