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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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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, 2004



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)



|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|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



On May 13, 2004, there were no shares of common stock outstanding. As of May
12, 2004, 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 10Q.



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Main Place Funding, LLC

March 31, 2004 Form 10-Q



|                  |  |                                                                                                                                                                      |  |     
|----------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                  |  |                                                                                                                                                                      |  | Page
|Part I.           |  | Financial Information                                                                                                                                                |  |     
|                  |  |                                                                                                                                                                     
|Item 1.           |  | Financial Statements                                                                                                                                                 |  |     
|                  |  |                                                                                                                                                                     
|                  |  | Statement of Income for the Three Months Ended March 31, 2004 and 2003                                                                                               |  | 3   
|                  |  |                                                                                                                                                                     
|                  |  | Balance Sheet as of March 31, 2004 and December 31, 2003                                                                                                             |  | 4   
|                  |  |                                                                                                                                                                     
|                  |  | Statement of Cash Flows for the Three Months Ended March 31, 2004 and 2003                                                                                           |  | 5   
|                  |  |                                                                                                                                                                     
|                  |  | Statement of Changes in Members Equity for the Three Months Ended March 31, 2004 and 2003                                                                           |  | 6   
|                  |  |                                                                                                                                                                     
|                  |  | Notes to Financial Statements                                                                                                                                        |  | 7   
|                  |  |                                                                                                                                                                     
|Item 2.           |  | Managements Discussion and Analysis of Results of Operations and Financial Condition                                                                                |  | 10  
|                  |  |                                                                                                                                                                     
|Item 4.           |  | Controls and Procedures                                                                                                                                              |  | 11  
|                  |  |                                                                                                                                                                     
|Part II.          |  | Other Information                                                                                                                                                    |  |     
|                  |  |                                                                                                                                                                     
|Item 5.           |  | Other Events                                                                                                                                                         |  | 11  
|                  |  |                                                                                                                                                                     
|Item 6.           |  | Exhibits and Reports on Form 8-K                                                                                                                                     |  | 13  
|                  | 
|Signature         |  | 14                                                                                                                                                                  
|                  | 
|Index to Exhibits |  | 15                                                                                                                                                                  
|                  |  |                                                                                                                                                                     
|                  |  | Exhibit 31.1: Certification of President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                   |  | 16  
|                  |  |                                                                                                                                                                     
|                  |  | 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                    |  | 18  
|                  |  |                                                                                                                                                                     
|                  |  | Exhibit 32.2: Certification of Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  | 19  



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Part I. FINANCIAL INFORMATION



Item 1. Financial Statements



Main Place Funding, LLC

Statement of Income

(Dollars in Thousands)



|                                     |  |                            |        |   |      |   |       
|------------------------------------ |  | -------------------------- | ------ | - | ---- | - | ------
|                                     |  | Three Months EndedMarch 31
|                                     |  | 2004                       |        |   | 2003
|Income                               |  |                            |        |   |      |   |       
|Interest on time deposits placed     |  | $                          | 14,816 |   |      |   | 33,964
|Trading profits (losses) and fees    |  |                            | (219   | ) |      |   | 63    
|                                     |  |                            |        |   |      |   |       
|Total income                         |  | $                          | 14,597 |   |      | $ | 34,027
|                                     |  |                            |        |   |      |   |       
|Expenses                             |  |                            |        |   |      |   |       
|Other general and operating expenses |  |                            | 794    |   |      |   | 98    
|                                     |  |                            |        |   |      |   |       
|Total expenses                       |  |                            | 794    |   |      |   | 98    
|                                     |  |                            |        |   |      |   |       
|Income before income taxes           |  |                            | 13,803 |   |      |   | 33,929
|Income tax expense                   |  |                            | 4,968  |   |      |   | 12,244
|                                     |  |                            |        |   |      |   |       
|Net income                           |  | $                          | 8,835  |   |      | $ | 21,685
|                                     |  |                            |        |   |      |   |       



See accompanying
notes to financial statements.



3



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Main Place Funding, LLC

Balance Sheet

(Dollars in Thousands)



|                                      |  |               |           |                  |   |          
|------------------------------------- |  | ------------- | --------- | ---------------- | - | ---------
|                                      |  | As ofMarch 31 |           | As ofDecember 31
|                                      |  | 2004          |           | 2003            
|Assets                                |  |               |           |                  |   |          
|Cash and cash equivalents             |  | $             | 6,924,138 |                  | $ | 6,910,000
|Derivative assets                     |  |               | 27,482    |                  |   | 30,151   
|Interest receivable                   |  |               | 185       |                  |   | 365      
|Accounts receivable from affiliates   |  |               |          |                  |   | 4,221    
|                                      |  |               |           |                  |   |          
|Total assets                          |  | $             | 6,951,805 |                  | $ | 6,944,737
|                                      |  |               |           |                  |   |          
|Liabilities                           |  |               |           |                  |   |          
|Accrued expenses due to affiliates    |  | $             | 34,601    |                  | $ | 28,863   
|Derivative liability to affiliate     |  |               | 20,606    |                  |   | 22,704   
|Short term borrowings                 |  |               |          |                  |   | 5,428    
|Other liabilities                     |  |               | 65        |                  |   | 44       
|                                      |  |               |           |                  |   |          
|Total liabilities                     |  |               | 55,272    |                  |   | 57,039   
|                                      |  |               |           |                  |   |          
|Members Equity                       |  |               |           |                  |   |          
|Contributed equity                    |  |               | 4,770,338 |                  |   | 4,770,338
|Undistributed income                  |  |               | 2,126,195 |                  |   | 2,117,360
|                                      |  |               |           |                  |   |          
|Total members equity                 |  |               | 6,896,533 |                  |   | 6,887,698
|                                      |  |               |           |                  |   |          
|Total liabilities and members equity |  | $             | 6,951,805 |                  | $ | 6,944,737
|                                      |  |               |           |                  |   |          



See accompanying
notes to financial statements.



4



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Main Place Funding, LLC

Statement of Cash Flows

(Dollars in Thousands)



|                                                               |  |                            |           |   |      |   |            |  
|-------------------------------------------------------------- |  | -------------------------- | --------- | - | ---- | - | ---------- | -
|                                                               |  | Three Months EndedMarch 31 |          
|                                                               |  | 2004                       |           |   | 2003 |  
|Operating Activities                                           |  |                            |           |   |      |   |            |  
|Net income                                                     |  | $                          | 8,835     |   |      | $ | 21,685     |  
|Reconciliation of net income to cash from operating activities |  |                            |           |   |      |   |            |  
|Net decrease in derivative assets                              |  |                            | 2,669     |   |      |   | 1,226      |  
|Decrease in interest receivable                                |  |                            | 180       |   |      |   | 4,201      |  
|Net decrease in accounts receivable from affiliates            |  |                            | 4,221     |   |      |   |           |  
|Net increase/ (decrease) in accrued expense due to affiliates  |  |                            | 5,738     |   |      |   | (888,332   | )
|Net decrease in derivative liability to affiliate              |  |                            | (2,098    | ) |      |   | (929       | )
|Other operating activities, net                                |  |                            | 21        |   |      |   | 128        |  
|                                                               |  |                            |           |   |      |   |            |  
|Net cash provided by/ (used in) operating activities           |  |                            | 19,566    |   |      |   | (862,021   | )
|                                                               |  |                            |           |   |      |   |            |  
|Financing Activities                                           |  |                            |           |   |      |   |            |  
|Decrease in short term borrowings                              |  |                            | (5,428    | ) |      |   |           |  
|Distribution of capital to the Parent                          |  |                            |          |   |      |   | (7,489,111 | )
|                                                               |  |                            |           |   |      |   |            |  
|Net cash used in financing activities                          |  |                            | (5,428    | ) |      |   | (7,489,111 | )
|                                                               |  |                            |           |   |      |   |            |  
|Net increase/ (decrease) in cash and cash equivalents          |  |                            | 14,138    |   |      |   | (8,351,132 | )
|Cash and cash equivalents at beginning of period               |  |                            | 6,910,000 |   |      |   | 15,361,616 |  
|                                                               |  |                            |           |   |      |   |            |  
|Cash and cash equivalents at end of period                     |  | $                          | 6,924,138 |   |      | $ | 7,010,484  |  
|                                                               |  |                            |           |   |      |   |            |  



See accompanying
notes to financial statements.



5



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Main Place Funding, LLC

Statement of Changes in Members Equity

(Dollars in Thousands)



|                             |  |                   |            |   |                     |   |                                     |  |                     |   |  |                     |            |   |  |   |       
|---------------------------- |  | ----------------- | ---------- | - | ------------------- | - | ----------------------------------- |  | ------------------- | - |  | ------------------- | ---------- | - |  | - | ------
|                             |  | ContributedEquity |            |   | UndistributedIncome |   | AccumulatedOtherComprehensiveIncome |  | TotalMembersEquity |   |  | ComprehensiveIncome
|Balance on December 31, 2002 |  | $                 | 12,259,448 |   |                     | $ | 2,059,923                           |  | $                   |  |  | $                   | 14,319,371 |   |  |   |       
|Net income                   |  |                   |           |   |                     |   | 21,685                              |  |                     |  |  |                     | 21,685     |   |  | $ | 21,685
|                             |  |                   |            |   |                     |   |                                     |  |                     |   |  |                     |            |   |  |   |       
|Comprehensive income         |  |                   |           |   |                     |   |                                    |  |                     |  |  |                     |           |   |  | $ | 21,685
|                             |  |                   |            |   |                     |   |                                     |  |                     |   |  |                     |            |   |  |   |       
|Distributions                |  |                   | (7,489,111 | ) |                     |   |                                    |  |                     |  |  |                     | (7,489,111 | ) |  |   |       
|                             |  |                   |            |   |                     |   |                                     |  |                     |   |  |                     |            |   |  |   |       
|Balance on March 31, 2003    |  | $                 | 4,770,337  |   |                     | $ | 2,081,608                           |  | $                   |  |  | $                   | 6,851,945  |   |  |   |       
|                             |  |                   |            |   |                     |   |                                     |  |                     |   |  |                     |            |   |  |   |       
|Balance on December 31, 2003 |  | $                 | 4,770,338  |   |                     | $ | 2,117,360                           |  | $                   |  |  | $                   | 6,887,698  |   |  |   |       
|Net income                   |  |                   |           |   |                     |   | 8,835                               |  |                     |  |  |                     | 8,835      |   |  | $ | 8,835 
|                             |  |                   |            |   |                     |   |                                     |  |                     |   |  |                     |            |   |  |   |       
|Comprehensive income         |  |                   |           |   |                     |   |                                    |  |                     |  |  |                     |           |   |  | $ | 8,835 
|                             |  |                   |            |   |                     |   |                                     |  |                     |   |  |                     |            |   |  |   |       
|Balance on March 31, 2004    |  | $                 | 4,770,338  |   |                     | $ | 2,126,195                           |  | $                   |  |  | $                   | 6,896,533  |   |  |   |       
|                             |  |                   |            |   |                     |   |                                     |  |                     |   |  |                     |            |   |  |   |       



See accompanying
notes to financial statements.



6



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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 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 March 31,
2004, 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. Certain prior period amounts have been reclassified to conform to current
period classifications. 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 Annual Report on Form 10-K for the year ended December 31, 2003. These financial statements should be read in conjunction with
the audited financial statements for the period ended December 31, 2003, and notes included in Main Places Form 10-K for the year ended December 31, 2003.



Recently Issued Accounting Pronouncements



FASB Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for Guarantees, (FIN 45) was issued in November 2002. FIN 45 requires that
a liability be recognized at the inception of certain guarantees for the fair value of the obligation, including the ongoing obligation to stand ready to perform over the term of the guarantee. Guarantees, as defined in FIN 45, include contracts
that contingently require



7



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Main Place to make payments to a guaranteed party based on changes to an asset, liability or equity security of the
guaranteed party, performance guarantees, indemnification agreements or indirect guarantees of indebtedness of others. This new accounting pronouncement was effective for certain guarantees issued or modified after December 31, 2002. Since Main
Places financial warranties are considered derivatives under FAS 133, the issuance of FIN 45 did not impact the accounting for these items other than requiring additional disclosures. These disclosures are located in Note 3.



On April 30, 2003, the Financial Accounting Standards Board (FASB) issued SFAS
No. 149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities, (SFAS 149) which is effective for hedging relationships entered into or modified after June 30, 2003. SFAS 149 amends and clarifies financial
accounting and reporting for derivative instruments, including certain derivative instruments embedded in other contracts and for hedging activities under SFAS No. 133 Accounting for Derivative Instruments and Hedging Activities, as
amended (SFAS 133). The adoption of this standard did not have a material impact on Main Places results of operations or financial condition.



Note 3DerivativesFinancial Warranty Agreements



Main Place is in the business of entering into financial warranty agreements with third parties. As of March 31, 2004, 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 $637.3 million at March 31, 2004. 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 $219 thousand for the first quarter of 2004.



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



8



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Fund Asset Management, L.P. The trust is an open-ended diversified, registered investment company registered under the
Investment Company Act of 1940, as amended. Under the terms of the agreement, Main Place provided a financial warranty in the amount of up to $335.8 million in order to ensure that the trust is able to redeem all of the outstanding shares of the
series on the maturity date, as defined in the financial warranty agreement. The last day upon which the financial warranty may be drawn is December 1, 2009.



On November 13, 2002, Main Place also entered into a financial warranty agreement with the Parent. Under the terms of this agreement, the Parent provided a financial
warranty in favor of Main Place in the amount of up to $335.8 million, corresponding to Main Places obligations under the financial warranty in favor of Merrill Lynch Principal Protected Trust, on behalf of its series Merrill Lynch Basic Value
Principal Protected Fund.



Main Place structures these financial warranties to
include investment constraints and certain pre-defined triggers that would require the underlying assets or portfolio of the relevant trust to be liquidated and invested in zero-coupon bonds that mature at a preset future date. Main Place is
required to fund any shortfall at the preset future date between the value of the trusts assets and a preset amount. These financial warranties are booked as derivatives and marked to market in the trading portfolio. As of March 31, 2004 the
aggregate net asset value of outstanding shares subject to these financial warranties with third party trusts totaled $637.3 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.



Note 4Affiliate Transactions



Main Place maintains its
cash and cash equivalent accounts with the Parent. As of March 31, 2004 and December 31, 2003, Main Place had approximately $6.9 billion 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 months ended March 31, 2004 was $14.8 million, compared to $34.0 million for the same prior year
period. In February 2003, Main Place distributed $7.5 billion to the Parent as a return of capital.



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 March 31,
2004, of $637.3 million, which corresponds with Main Places obligations under financial warranty agreements in favor of third parties. During the first quarter of 2004, Main Place paid $1.1 million of fees to the Parent related to these
agreements.



Accrued expenses due to affiliates as of March 31, 2004 and
December 31, 2003 were $34.6 million and $28.9 million respectively. The March 31, 2004 and the December 31, 2003 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 were $25 thousand
for the three months ended March 31, 2004 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



9



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instruments are more fully described below. Different assumptions could significantly affect these 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 Results of Operations and Financial Condition
|------- | -------------------------------------------------------------------------------------



Total net income for the first quarter 2004 was $8.8 million representing a decrease of $12.9 million from the corresponding period in 2003.
The decrease was primarily a result of the change in business activities of Main Place, as $7.5 billion in capital was distributed to the Parent in February 2003. Due to the distribution, interest on time deposits placed decreased. Income tax
expense for the first quarter of 2004 was $5.0 million, representing a decrease of $7.3 million from the corresponding period in 2003.



Total income for the first quarter of 2004 was $14.6 million, representing a decrease of $19.4 million from the corresponding period in 2003. The decrease was primarily a
result of the change in business activities of Main Place, as $7.5 billion in capital was distributed to the Parent in February 2003. Due to the distribution, interest on time deposits placed decreased by $19.1 million. In addition, trading profits
decreased $282 thousand as a result of a decrease in the NAV of the underlying mutual fund series covered by the principal protection guarantees.



Total expenses (excluding income taxes) for the first quarter of 2004 were $794 thousand, representing a increase of $696 thousand compared to the same period in 2003.



Liquidity & Capital Resources



Main Places primary source of liquidity is its cash and cash equivalents on hand and
interests income thereon. At March 31, 2004, Main Place had approximately $6.9 billion in cash and cash equivalents, which were held as time deposits with the Parent. Main Place holds cash primarily to fund its obligations under its financial
warranty agreements, if necessary, and for ongoing operating expense. At March 31, 2004, Main Places maximum obligation under the financial warranties was $637.3 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 the financial statements 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.





10



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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 trading-related activities. Trading positions recorded on the balance sheet are at fair value. Valuations for derivative assets and liabilities not traded on an exchange, or over the counter, are obtained using mathematical models
that require inputs of external rates and prices to generate continuous yield or pricing curves used to value the positions. Pricing risk is greater for positions with either option-based or longer-dated attributes where inputs are not readily
available and model-based extrapolations of rate and price scenarios are used to generate valuations. In these situations, this risk is mitigated through the use of valuation adjustments. For additional detail, see Item 7A  Quantitative
and Qualitative Disclosures About Market Risk in Main Places Form 10-K for the year ended December 31, 2003.



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 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 that Main Places disclosure controls and procedures are effective in timely alerting them to material information relating to Main Place required to be included in Main
Places periodic SEC filings. There has been no change in Main Places internal control over financial reporting during the quarter ended March 31, 2004 that has materially affected, or is reasonably likely to materially affect, Main
Places internal control over financial reporting.



Part II. OTHER
INFORMATION



|Item 5. | Other Events
|------- | ------------



On October 31, 2003,
Main Place entered into a financial warranty agreement with Oppenheimer Principal Protected Trust II on behalf of its series, Oppenheimer Principal Protected Main Street Fund II and OppenheimerFunds, Inc. The trust is an open-ended diversified
investment company registered under the Investment Company Act of 1940, as amended. Under the terms of the agreement, Main Place committed to provide, upon completion of the Funds offering period on February 4, 2004, a financial warranty in
the amount of up to $500 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, for an amount equal to the aggregate protected amount.



On October 31, 2003, 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



11



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up to $500 million, corresponding to Main Places obligations under the financial warranty in favor of Oppenheimer
Principal Protected Trust II on behalf of its series, Oppenheimer Principal Protected Main Street Fund II.



On January 20, 2004, a termination agreement was entered into among Main Place, the Parent, OppenheimerFunds, Inc and Oppenheimer Principal Protected Trust II on behalf of its series, Oppenheimer Principal Protected
Main Street Fund II. Under the terms of the termination agreement, Main Place is no longer committed to provide the financial warranty discussed above. No warranty was issued under the financial warranty agreement, as the Funds offering period
had not been completed prior to termination.



On January 20, 2004, a
termination agreement was entered into among Main Place and the Parent. Under the terms of this termination agreement, the Parent is no longer committed to provide the financial warranty discussed above. Consistent with Main Places warranty
with Oppenheimer Principal Protected Trust II, no warranty was issued under the financial warranty agreement.



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



(a) 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                                 
|     | 
|32.1 |  | Certification of Principal Financial and Accounting Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



(b) Reports on Form
8-K:



None.



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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 13, 2004 |  |  |  | /s/    Michael Coppins                                    
|                   |  |  |  |                                                           
|                   |  |  |  | Michael Coppins 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 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