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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, 2007

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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act. (Check one):

Large accelerated filer ̈Accelerated filer ̈Non-accelerated filer  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, 2007, there were no shares of common stock outstanding. As of October 31, 2007, 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

September 30, 2007 Form 10-Q



|                  |  |                                                                                                                                                                                    |  |     
|----------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                  |  |                                                                                                                                                                                    |  | Page
|Part I.           |  | Financial Information                                                                                                                                                              |  |     
|                  |  |                                                                                                                                                                                   
|Item 1.           |  | Financial Statements (Unaudited)                                                                                                                                                   |  |     
|                  |  |                                                                                                                                                                                   
|                  |  | Statement of Income for the Three and Nine Months Ended September 30, 2007 and 2006                                                                                                |  | 3   
|                  |  |                                                                                                                                                                                   
|                  |  | Balance Sheet as of September 30, 2007 and December 31, 2006                                                                                                                       |  | 4   
|                  |  |                                                                                                                                                                                   
|                  |  | Statement of Cash Flows for the Nine Months Ended September 30, 2007 and 2006                                                                                                      |  | 5   
|                  |  |                                                                                                                                                                                   
|                  |  | Statement of Changes in Members Equity for the Nine Months Ended September 30, 2007 and 2006                                                                                      |  | 6   
|                  |  |                                                                                                                                                                                   
|                  |  | Notes to Financial Statements                                                                                                                                                      |  | 7   
|                  |  |                                                                                                                                                                                   
|Item 2.           |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                                              |  | 11  
|                  |  |                                                                                                                                                                                   
|Item 4.           |  | 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 EndedSeptember 30 |        | Nine Months EndedSeptember 30 |     
|                                     |  | 2007                           |        |                               | 2006 |   | 2007   |  |   | 2006    |  
|Income                               |  |                                |        |                               |      |   |        |  |   |         |   |  |   |         |  
|Interest on time deposits placed     |  | $                              | 54,581 |                               |      | $ | 95,201 |  | $ | 244,506 |   |  | $ | 262,004 |  
|Trading loss (gain) and fees         |  |                                | (38    | )                             |      |   | 154    |  |   | (144    | ) |  |   | (89     | )
|                                     |  |                                |        |                               |      |   |        |  |   |         |   |  |   |         |  
|Total income                         |  |                                | 54,543 |                               |      |   | 95,355 |  |   | 244,362 |   |  |   | 261,915 |  
|                                     |  |                                |        |                               |      |   |        |  |   |         |   |  |   |         |  
|Expenses                             |  |                                |        |                               |      |   |        |  |   |         |   |  |   |         |  
|Other general and operating expenses |  |                                | 53     |                               |      |   | 54     |  |   | 159     |   |  |   | 160     |  
|                                     |  |                                |        |                               |      |   |        |  |   |         |   |  |   |         |  
|Total expenses                       |  |                                | 53     |                               |      |   | 54     |  |   | 159     |   |  |   | 160     |  
|                                     |  |                                |        |                               |      |   |        |  |   |         |   |  |   |         |  
|Income before income taxes           |  |                                | 54,490 |                               |      |   | 95,301 |  |   | 244,203 |   |  |   | 261,755 |  
|Income tax expense                   |  |                                | 20,913 |                               |      |   | 36,577 |  |   | 93,725  |   |  |   | 100,441 |  
|                                     |  |                                |        |                               |      |   |        |  |   |         |   |  |   |         |  
|Net income                           |  | $                              | 33,577 |                               |      | $ | 58,724 |  | $ | 150,478 |   |  | $ | 161,314 |  
|                                     |  |                                |        |                               |      |   |        |  |   |         |   |  |   |         |  

See accompanying notes to financial statements.



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Main Place Funding, LLC

Balance Sheet Unaudited

(Dollars in Thousands)



|                                      |  |                  |           |                 |   |          
|------------------------------------- |  | ---------------- | --------- | --------------- | - | ---------
|                                      |  | September 302007 |           | December 312006
|Assets                                |  |                  |           |                 |   |          
|Cash and cash equivalents             |  | $                | 1,268,244 |                 | $ | 7,383,160
|Derivative assets                     |  |                  | 4,717     |                 |   | 7,162    
|Interest receivable                   |  |                  | 4,405     |                 |   | 32,098   
|Accounts receivable from customer     |  |                  | 190       |                 |   | 220      
|                                      |  |                  |           |                 |   |          
|Total assets                          |  | $                | 1,277,556 |                 | $ | 7,422,640
|                                      |  |                  |           |                 |   |          
|Liabilities                           |  |                  |           |                 |   |          
|Accrued expenses due to affiliates    |  | $                | 239,346   |                 | $ | 116,360  
|Derivative liability to affiliate     |  |                  | 3,548     |                 |   | 5,387    
|Other liabilities                     |  |                  | 255       |                 |   | 244      
|                                      |  |                  |           |                 |   |          
|Total liabilities                     |  |                  | 243,149   |                 |   | 121,991  
|                                      |  |                  |           |                 |   |          
|Members Equity                       |  |                  |           |                 |   |          
|Contributed equity                    |  |                  | 1,000,338 |                 |   | 4,770,338
|Undistributed income                  |  |                  | 34,069    |                 |   | 2,530,311
|                                      |  |                  |           |                 |   |          
|Total members equity                 |  |                  | 1,034,407 |                 |   | 7,300,649
|                                      |  |                  |           |                 |   |          
|Total liabilities and members equity |  | $                | 1,277,556 |                 | $ | 7,422,640
|                                      |  |                  |           |                 |   |          

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 |           
|                                                               |  | 2007                          |            |   | 2006 |  
|Operating Activities                                           |  |                               |            |   |      |   |           |  
|Net income                                                     |  | $                             | 150,478    |   |      | $ | 161,314   |  
|Reconciliation of net income to cash from operating activities |  |                               |            |   |      |   |           |  
|Net decrease in derivative assets                              |  |                               | 2,445      |   |      |   | 2,657     |  
|Net decrease/(increase) in interest receivable                 |  |                               | 27,693     |   |      |   | (375      | )
|Net decrease/(increase) in accounts receivable from customer   |  |                               | 30         |   |      |   | (23       | )
|Net increase in accrued expenses due to affiliates             |  |                               | 122,986    |   |      |   | 100,140   |  
|Net decrease in derivative liability to affiliate              |  |                               | (1,839     | ) |      |   | (2,000    | )
|Net increase/(decrease) in other liabilities                   |  |                               | 11         |   |      |   | (76       | )
|                                                               |  |                               |            |   |      |   |           |  
|Net cash provided by operating activities                      |  |                               | 301,804    |   |      |   | 261,637   |  
|                                                               |  |                               |            |   |      |   |           |  
|Financing Activities                                           |  |                               |            |   |      |   |           |  
|Capital distribution to corporation                            |  |                               | (3,770,000 | ) |      |   |          |  
|Cash dividend paid                                             |  |                               | (2,646,720 | ) |      |   |          |  
|                                                               |  |                               |            |   |      |   |           |  
|Net cash used in financing activities                          |  |                               | (6,416,720 | ) |      |   |          |  
|                                                               |  |                               |            |   |      |   |           |  
|Net decrease/(increase) in cash and cash equivalents           |  |                               | (6,114,916 | ) |      |   | 261,637   |  
|Cash and cash equivalents at beginning of period               |  |                               | 7,383,160  |   |      |   | 7,136,301 |  
|                                                               |  |                               |            |   |      |   |           |  
|Cash and cash equivalents at end of period                     |  | $                             | 1,268,244  |   |      | $ | 7,397,938 |  
|                                                               |  |                               |            |   |      |   |           |  

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, 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            |   |  |   |        
|                                            |  |                   |            |   |                     |   |            |                     |  |   |                      |   |  |   |        
|Balance on December 31, 2006                |  | $                 | 4,770,338  |   |                     | $ | 2,530,311  |                     |  | $ | 7,300,649            |   |  |   |        
|Net income                                  |  |                   |           |   |                     |   | 150,478    |                     |  |   | 150,478              |   |  | $ | 150,478
|                                            |  |                   |            |   |                     |   |            |                     |  |   |                      |   |  |   |        
|Comprehensive income                        |  |                   |            |   |                     |   |            |                     |  |   |                     |   |  | $ | 150,478
|                                            |  |                   |            |   |                     |   |            |                     |  |   |                      |   |  |   |        
|Equity distribution and Cash dividends Paid |  |                   | (3,770,000 | ) |                     |   | (2,646,720 | )                   |  |   | (6,416,720           | ) |  |   |        
|                                            |  |                   |            |   |                     |   |            |                     |  |   |                      |   |  |   |        
|Balance on September 30, 2007               |  | $                 | 1,000,338  |   |                     | $ | 34,069     |                     |  | $ | 1,034,407            |   |  |   |        
|                                            |  |                   |            |   |                     |   |            |                     |  |   |                      |   |  |   |        

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 permitting it to engage in any activity and to exercise any powers permitted to limited liability companies under the laws of the State of Delaware.

Main Place operates a business of entering into financial warranty agreements in favor of third parties for a fee. As of September 30, 2007, 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 2006 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, 2006, and notes included in Main Places 2006 Annual Report on
Form 10-K.

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 did not have a material impact on Main Places financial condition and results of operations.

On July 13, 2006, the FASB released FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of FASB
Statement No. 109 (FIN 48). FIN 48 clarifies the accounting and reporting for income taxes where interpretation of the tax law may be uncertain. FIN 48 prescribes a comprehensive model for the financial statement recognition, measurement,
presentation and disclosure of income tax uncertainties with respect to positions taken or expected to be taken in income tax returns. Main Place adopted FIN 48 on January 1, 2007. The adoption of FIN 48 did not have an impact on the Main
Places financial condition and results of operations.



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Effective January 1, 2007, Main Place adopted Statement of Financial Accounting Standards (SFAS) No. 157,
Fair Value Measurements (SFAS 157). SFAS 157 defines fair value, establishes a framework for measuring fair value under accounting principles generally accepted in the United States (GAAP) and enhances disclosures about fair value
measurements. Fair value is defined under SFAS 157 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. The adoption of SFAS 157 did not have significant impact on Main Places financial condition and results of operation, as the derivative assets and liabilities in Main Place are
already recorded at fair value, with changes in fair value recorded in earnings. For additional information on the fair value of certain financial assets and liabilities, see Note 5 of the Financial Statements.

Main Place also adopted SFAS 159 on January 1, 2007. SFAS 159 allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement
for certain financial assets and liabilities on a contract-by-contract basis. SFAS 159 requires that the difference between the carrying value before election of the fair value option and the fair value of these instruments be recorded as an
adjustment to beginning retained earnings in the period of adoption. Main Place did not elect to apply the fair value option to any financial instruments.

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, 2007, 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 $283.3
million and $327.5 million at September 30, 2007 and December 31, 2006, respectively. For each of the agreements entered into by Main Place with a third party, Main Place has also entered into a financial warranty agreement with the
Parent. Net trading account losses from these agreements totaled $38 thousand and $144 thousand for the three and nine months ended September 30, 2007 respectively, representing a loss increase of $192 thousand and $55 thousand from the
corresponding period in 2006.

On October 29, 2002, Main Place entered into a financial warranty agreement with Pioneer Principal Protection Trust, on
behalf of its series Pioneer Protected Principal Plus Fund and Pioneer Investment Management, Inc. The trust is an open-ended diversified, registered investment company registered under the Investment Company Act of 1940, as amended. Under the terms
of the agreement, Main Place provided a financial warranty to the trust in the amount of up to $180.3 million in order to ensure that the trust is able to redeem all of the outstanding shares of the series on the maturity date, as defined in the
financial warranty agreement. The last day upon which the financial warranty may be drawn is January 8, 2010.

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

On
November 1, 2002, Main Place entered into a financial warranty agreement with Merrill Lynch Principal Protected Trust, 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



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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. & Merrill Lynch agreed to merge their investment management businesses. As part of the merger with BlackRock, the 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 $956 thousand and $7.1 billion of time deposits placed with the Parent at
September 30, 2007 and December 31, 2006, respectively. Interest income on time deposits placed with the Parent for the three and nine months ended September 30, 2007 was $54.6 million and $244.5 million, respectively, compared to
$95.2 million and $262.0 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 nine months ended September 30, 2007, were $25 thousand and
$75 thousand, respectively, and are included in other general and operating expenses.

As described more fully 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 obligations under financial warranty agreements in favor of third parties. For the three and nine months ended September 30, 2007, Main Place paid $455 thousand and $1.2 million, respectively, of fees to the Parent
related to these agreements, compared to $523 thousand and $1.7 million, respectively, for the same prior year periods. These fees are included in Trading losses and fees on the Statement of Income.

Accrued expenses due to affiliates at September 30, 2007 and December 31, 2006 were $239.3 million and $116.4 million, respectively, primarily reflecting
income taxes due to the Parent.

On August 21, 2007, Main Place distributed $6.4 billion to the Parent, of which $3.8 billion of capital return and
$2.6 billion of dividend payment. The distribution was provided as Main Place was in an excess cash position of $7.4 billion at July 2007. After distribution, Main Place still had enough cash to cover the remaining contract guarantees.

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.
|-------- | --------------------------------------------------------------------



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|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 the estimated fees to be
received from the funds, as disclosed in Note 3, and paid to the Parent. These fees are calculated based on the net asset value of the aforementioned funds as of September 30, 2007.

The table below presents a reconciliation of changes in fair value of derivative instruments for the period for three and nine months ended September 30, 2007.



|                                                                                                                 |  |                  |       |   |                       |   |        |  
|---------------------------------------------------------------------------------------------------------------- |  | ---------------- | ----- | - | --------------------- | - | ------ | -
|Level 3 Fair Value Measurements
(Three Months Ended September 30, 2007)                                          | 
|(Dollars in thousands)                                                                                           |  | DerivativeAssets |       |   | DerivativeLiabilities |  
|Balance, June 30, 2007                                                                                           |  | $                | 5,467 |   |                       | $ | (4,112 | )
|Total gains or losses (realized/unrealized):                                                                     |  |                  |       |   |                       |   |        |  
|Included in earnings(1)                                                                                          |  |                  | (155  | ) |                       |   | 117    |  
|Included in other comprehensive income                                                                           |  |                  |      |   |                       |   |       |  
|Purchases, issuances, and settlements                                                                            |  |                  | (595  | ) |                       |   | 447    |  
|Transfers in and/or out of Level 3                                                                               |  |                  |      |   |                       |   |       |  
|                                                                                                                 |  |                  |       |   |                       |   |        |  
|Balance, September 30, 2007                                                                                      |  | $                | 4,717 |   |                       | $ | (3,548 | )
|Changes in unrealized gains or losses relating to assets still held for three months ended September 30, 2007(1) |  | $                | (155  | ) |                       | $ | 117    |  
|                                                                                                                 |  |                  |       |   |                       |   |        |  

---

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



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|                                                                                                                 |  |                  |        |   |                       |   |        |  
|---------------------------------------------------------------------------------------------------------------- |  | ---------------- | ------ | - | --------------------- | - | ------ | -
|Level 3 Fair Value Measurements
(Nine Months Ended September 30, 2007)                                           | 
|(Dollars in thousands)                                                                                           |  | DerivativeAssets |        |   | DerivativeLiabilities |  
|Balance, January 1, 2007                                                                                         |  | $                | 7,162  |   |                       | $ | (5,387 | )
|Total gains or losses (realized/unrealized):                                                                     |  |                  |        |   |                       |   |        |  
|Included in earnings (1)                                                                                         |  |                  | (592   | ) |                       |   | 447    |  
|Included in other comprehensive income                                                                           |  |                  |       |   |                       |   |       |  
|Purchases, issuances, and settlements                                                                            |  |                  | (1,853 | ) |                       |   | 1392   |  
|Transfers in and/or out of Level 3                                                                               |  |                  |       |   |                       |   |       |  
|                                                                                                                 |  |                  |        |   |                       |   |        |  
|Balance, September 30, 2007                                                                                      |  | $                | 4,717  |   |                       | $ | (3,548 | )
|Changes in unrealized gains or losses relating to assets still held for nine months ended September 30, 2007 (1) |  | $                | (592   | ) |                       | $ | 447    |  
|                                                                                                                 |  |                  |        |   |                       |   |        |  

---

|(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 nine months ended September 30, 2007 was $54.5 million and $244.4 million, respectively, representing a decrease of $40.8 million and $17.6 million from the corresponding period in
2006. The decrease in the three and nine month period was primarily a result of decreased interest on time deposits due to lowering time deposit balance. In addition, trading loss and fees for the three and nine months ended September 30, 2007
increased $192 thousand and $55 thousand respectively, from the corresponding period in 2006. The increased trading losses were due primarily to the lower present value caused by the higher interest rate and the decrease in aggregate net asset value
of outstanding shares subject to these financial warranty agreements.

Total expenses (excluding income taxes) for the three and nine months ended
September 30, 2007 was $53 thousand and $159 thousand, respectively, compared to $54 thousand and $160 thousand, respectively, for the same periods in 2006.

Total net income for the three and nine months ended September 30, 2007 was $33.6 million and $150.5 million, respectively, representing a decrease of $25.1 million and $10.8 million, respectively, from the corresponding period in
2006. As discussed above, the decrease in the three and nine months period was primarily a result of decreased interest on time deposits due to the smaller cash balance. Income tax expense for the three and nine months ended September 30, 2007
was $20.9 million and $93.7 million, respectively, representing a decrease of $15.7 million and $6.7 million from the corresponding period in 2006.

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, 2007, Main Place had approximately $1.3 billion in cash and cash equivalents, which were mostly held as time deposits with the Parent. At September 30, 2007, Main Places maximum obligation under the
financial warranties was $782 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.



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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, 2006, 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 2006 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 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.



|Item 4. | 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.

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. In addition, there have been no changes in Main Places internal control over financial reporting during the quarter ended September 30, 2007 that have materially affected, or are reasonably likely to materially affect,
Main Places internal control over financial reporting.



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Part II. OTHER INFORMATION



|Item 6. | Exhibits
|------- | --------



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



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SIGNATURE

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                        |  |  |  |                                           
|----------------------- |  |  |  | ------------------------------------------
|                        |  |  |  | Main Place Funding, LLC                   
|                        |  | 
|Date: November 12, 2007 |  |  |  |                                           
|                        |  | 
|                        |  |  |  | /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