SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    Form 10-Q
(Mark one)

         [ x ]  QUARTERLY  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE
                SECURITIES EXCHANGE ACT OF 1934
                For the quarterly period ended March 31, 2000

                                       or

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

                     Commission File Number 333-74817

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

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

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

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


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days. Yes x No___

On May 15, 2000, there were no shares of common stock outstanding. As of May 15,
2000, members' interests consisted of ownership  percentages of 99 percent and 1
percent for Bank of America, N.A. and Main Place Trust, respectively.

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



<PAGE>



Main Place Funding, LLC
March 31, 2000 Form 10-Q


Index
                                                                      Page
                                                                      ----
Part I.  Financial Information

Item 1.  Financial Statements

         Statement of Income for the Three Months Ended
         March 31, 2000 and 1999                                       3

         Balance Sheet at March 31, 2000 and December 31, 1999         4

         Statement of Cash Flows for the Three Months Ended
         March 31, 2000 and 1999                                       5

         Statement of Changes in Members' Equity for the
         Three Months Ended March 31, 2000 and 1999                    6

         Notes to Financial Statements                                 7

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

Part II. Other Information

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

Signature                                                             13

Index to Exhibits                                                     14


                                       2
<PAGE>


Part I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

<TABLE>
<CAPTION>

Main Place Funding, LLC
Statement of Income
(Dollars in Thousands)

                                                                                          Three Months
                                                                                         Ended March 31
                                                                               ----------------------------------
                                                                                    2000              1999
-----------------------------------------------------------------------------------------------------------------
<C>                                                                                   <S>              <S>
Income
    Interest and fees on loans                                                        $217,831         $ 233,069
    Interest on securities                                                              48,795           141,756
    Interest on time deposits placed                                                    75,562           154,608
    Gains on sales of available for sale securities                                          -             2,498
                                                                               ----------------------------------
       Total income                                                                    342,188           531,931
                                                                               ----------------------------------

Expenses
   Interest on securities sold under agreements to repurchase                           35,734            89,939
   Interest on long-term debt                                                           63,144            33,268
   Provision for credit losses                                                               -                 -
   Other operating expenses                                                              7,065             6,320
                                                                               ----------------------------------
       Total expenses                                                                  105,943           129,527
                                                                               ----------------------------------
   Income before income taxes and cumulative effect of accounting change               236,245           402,404
   Income tax expense                                                                   85,910                 -
                                                                               ----------------------------------
   Income before cumulative effect of accounting change                                150,335           402,404
   Cumulative effect of change in accounting for income taxes-benefit                    6,926                 -
                                                                               ----------------------------------
       Net income                                                                     $157,261         $ 402,404
                                                                               ==================================


See accompanying notes to financial statements.

</TABLE>

                                       3
<PAGE>
<TABLE>
<CAPTION>
Main Place Funding, LLC
Balance Sheet
(Dollars in Thousands)
                                                                                     March 31           December 31
                                                                                       2000                 1999
------------------------------------------------------------------------------------------------------------------------
<S>                                                                                     <C>                   <C>
Assets
   Cash and cash equivalents                                                            $ 976,064             $ 901,145
   Time deposits placed with affiliates                                                 4,000,000             5,000,000
   Securities:
       Available-for-sale                                                               2,707,098             2,858,278
       Held-for-investment, at cost (market value $36,440 and $45,406)                     36,497                45,364
                                                                                ----------------------------------------
           Total securities                                                             2,743,595             2,903,642
                                                                                ----------------------------------------

   Loans, net of unearned income                                                       11,902,905            12,328,216
   Allowance for credit losses                                                            (35,865)              (35,988)
                                                                                ----------------------------------------
       Loans, net of unearned income and allowance for credit losses                   11,867,040            12,292,228
   Interest receivable                                                                     81,995                80,083
   Accounts receivable from affiliates                                                     18,907                19,249
   Other assets                                                                            47,542                14,514
                                                                                ----------------------------------------
     Total assets                                                                    $ 19,735,143          $ 21,210,861
                                                                                ========================================

Liabilities
    Accrued expenses                                                                      $ 3,069               $ 3,818
    Accrued expenses due to affiliate                                                      95,013               578,249
    Securities sold under agreements to repurchase from affiliates                      2,404,284             2,557,522
    Current portion of long-term debt                                                   1,499,962             2,499,945
    Long-term debt                                                                      1,500,000             1,500,000
                                                                                ----------------------------------------
       Total liabilities                                                                5,502,328             7,139,534
                                                                                ----------------------------------------

Members' Equity
     Contributed equity                                                                13,395,436            13,395,436
     Undistributed income                                                                 879,478               722,217
     Accumulated other comprehensive income (loss)                                        (42,099)              (46,326)
                                                                                ----------------------------------------
       Total members' equity                                                           14,232,815            14,071,327
                                                                                ----------------------------------------
         Total liabilities and members' equity                                       $ 19,735,143          $ 21,210,861
                                                                                ========================================

See accompanying notes to financial statements.


</TABLE>



                                       4
<PAGE>
<TABLE>
<CAPTION>

Main Place Funding, LLC
Statement of Cash Flows
(Dollars in Thousands)

                                                                                                           Three Months Ended
                                                                                                                March 31
                                                                                                     ------------------------------
                                                                                                           2000           1999
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                   <C>            <C>
Operating Activities
   Income before cumulative effect of accounting change                                               $     150,335  $     402,404
   Reconciliation of income before cumulative effect to net cash provided by operating activities
     Gains on sales of securities                                                                                 -         (2,498)
     Deferred income tax benefit                                                                             (2,684)             -
     Net (increase) decrease in interest receivable                                                          (1,912)         4,533
     Net decrease in accounts receivable from affiliates                                                        342        117,217
     Net (decrease) increase in accrued expenses                                                               (749)           629
     Net decrease in accrued expenses due to affiliates                                                    (483,236)       (11,975)
     Other operating activities, net                                                                            489         18,206
                                                                                                     ------------------------------
           Net cash provided by operating activities                                                       (337,415)       528,516
                                                                                                     ------------------------------

Investing Activities
   Proceeds from maturities of securities held for investment                                                 8,867         73,792
   Proceeds from sales and maturities of securities available for sale                                      131,349      1,312,767
   Net decrease (increase) in time deposits placed with affiliates                                        1,000,000     (1,600,000)
   Purchases of loans                                                                                             -     (1,002,208)
   Collections of loans outstanding                                                                         425,356      1,291,087
                                                                                                       ----------------------------
            Net cash provided by investing activities                                                     1,565,572         75,438
                                                                                                       ----------------------------

Financing Activities
    Net decrease in securities sold under agreements
        to repurchase                                                                                      (153,238)    (1,458,226)
    Retirement of long-term debt                                                                         (1,000,000)             -
                                                                                                       ----------------------------
          Net cash used in financing activities                                                          (1,153,238)    (1,458,226)
                                                                                                       ----------------------------

Net increase (decrease) in cash and cash equivalents                                                         74,919       (854,272)
Cash and cash equivalents at beginning of period                                                            901,145      2,219,988
                                                                                                     ------------------------------
Cash and cash equivalents at end of period                                                            $     976,064  $   1,365,716
                                                                                                     ==============================


See accompanying notes to financial statements.

</TABLE>



                                       5
<PAGE>
<TABLE>
<CAPTION>


Main Place Funding, LLC
Statement of Changes in Members' Equity
(Dollars in Thousands)
                                                                                        Accumulated
                                                                                           Other       Total       Compre-
                                                              Contributed Undistributed Comprehensive  Members'    hensive
                                                                 Equity      Income       Income (1)   Equity      Income
-----------------------------------------------------------------------------------------------------------------------------
<S>                                                           <C>          <C>          <C>         <C>            <C>
Balance on December 31, 1998                                  $24,980,572  $      -      $ 220,081  $ 25,200,653
   Net income                                                               402,404                      402,404   $ 402,404
   Other comprehensive income                                                              (59,898)      (59,898)    (59,898)
                                                                                                                   ----------

   Comprehensive income                                                                                           $ 342,506
                                                            ----------------------------------------------------   ==========
Balance on March 31, 1999                                      $24,980,572 $402,404      $ 160,183  $ 25,543,159
                                                            ====================================================

Balance on December 31, 1999                                   $13,395,436 $722,217      $ (46,326) $ 14,071,327
   Income before cumulative effect of accounting change                     150,335                      150,335    150,335
   Other comprehensive income before cumulative effect of
       accounting change                                                                   (11,987)      (11,987)   (11,987)
   Cumulative effect of change in accounting for income taxes                 6,926         16,214        23,140     23,140
                                                                                                                   ----------
   Comprehensive income                                                                                           $ 161,488
                                                            ----------------------------------------------------   =========
Balance on March 31, 2000                                      $13,395,436  $879,478     $ (42,099) $ 14,232,815
                                                            ====================================================

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

See accompanying notes to financial statements.

</TABLE>

                                       6
<PAGE>


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
subsidiary of Bank of America, N.A., which is a wholly owned indirect subsidiary
of Bank of America Corporation (the Corporation). On April 28, 1999, BankAmerica
Corporation  changed its name to Bank of America  Corporation.  On July 5, 1999,
NationsBank,  N.A.  changed its name to Bank of America,  N.A. On July 23, 1999,
Bank of America,  N.A.  merged  into Bank of America  NT&SA,  and the  surviving
entity of that merger changed its name to Bank of America, N.A. (the "Parent").

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

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


Note 2 - Accounting Policies

The  information  contained in the financial  statements  is  unaudited.  In the
opinion of management,  all normal  recurring  adjustments  necessary for a fair
presentation of the interim period results have been made.  Certain prior period
amounts have been  reclassified  to conform to current  period  classifications.
Accounting  policies  followed in the presentation of interim  financial results
are  presented in Note 2 on pages 12 to 14 of the Annual Report on Form 10-K for
the year ended  December  31,  1999.  Discussion  of changes in such  accounting
policies is below.

Accounting for Income Taxes

After October 14, 1998, Main Place is classified as a single-member  LLC and, as
such,  is  disregarded  as an entity  separate  from its  owners  for income tax
purposes.  Main  Place  has  become  aware  that the  predominant  practice  for
single-member  LLCs is to provide for income taxes in their  separate  financial
statements,  and has  concluded  that is a more  informative  presentation  than
pro-forma  disclosures.  Accordingly,  effective  January  1,  2000,  Main Place
recognized  through  cumulative  effect  adjustment   deferred  tax  assets  and
liabilities  determined in  accordance  with  Statement of Financial  Accounting
Standards No. 109, "Accounting for Income Taxes", and the accompanying financial
statements include an income tax provision for the quarter ended March 31, 2000.
On a proforma basis, income tax expense for the quarter ended March 31, 1999 was
$146,334.  For the quarter  ended  March 31,  2000 and 1999,  income tax expense
differs  from the  amount of income  tax  determined  by  applying  the  federal
statutory rate of 35 percent to pre-tax  income,  primarily as a result of state
taxes.

                                       7
<PAGE>
There are two  components of income tax expense:  current and deferred.  Current
income tax expense  approximates taxes to be paid or refunded for the applicable
period.  Balance sheet amounts of deferred taxes are recognized on the temporary
differences  between the basis of assets and liabilities as measured by tax laws
and their basis as reported in the financial statements. Deferred tax expense or
benefit is then  recognized for the change in deferred tax liabilities or assets
between periods.

Recognition  of deferred tax assets is based on  management's  belief that it is
more likely  than not that the tax benefit  associated  with  certain  temporary
differences  will be  recognized.  A valuation  allowance  is recorded for those
deferred  tax items for which it is more likely than not that  realization  will
not occur.


The  operating  results of Main Place are included in the  consolidated  federal
income tax return of the  Corporation.  The method of allocating  federal income
tax  expense  was  determined   under  a  tax  allocation   agreement  with  the
Corporation.  This  agreement  specified that income tax expense be computed for
all subsidiaries on a separate company method,  taking into account tax planning
strategies and tax position of the consolidated group.



Note 3 - Loans

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

<TABLE>
<CAPTION>

                                                    March 31           December 31
                                                      2000                 1999
-------------------------------------------------------------------------------------
<S>                                                <C>                  <C>
Residential mortgage                               $11,881,159          $ 12,304,562
Other consumer                                          12,498                13,706
Commercial real estate                                   9,248                 9,948
                                             ----------------------------------------
    Total loans, net of unearned income            $11,902,905          $ 12,328,216
                                             ----------------------------------------
</TABLE>


Mortgage  loans  collateralizing  mortgage-backed  bonds were  comprised  of the
following (dollars in thousands):
<TABLE>
<CAPTION>
                                                    March 31           December 31
                                                      2000                 1999
-------------------------------------------------------------------------------------
<S>                                                <C>                   <C>
Adjustable-rate                                    $ 3,421,443           $ 5,086,850
Fixed-rate                                           1,464,703             1,551,596
                                             ----------------------------------------
   Total mortgage loans                            $ 4,886,146           $ 6,638,446
                                             ----------------------------------------
</TABLE>

                                       8
<PAGE>
Transactions  in the  allowance  for credit  losses were as follows  (dollars in
thousands):
<TABLE>
<CAPTION>

                                                              Three Months
                                                             Ended March 31
                                                         ------------------------
                                                            2000         1999
---------------------------------------------------------------------------------
<S>                                                          <C>        <C>
Balance on January 1                                         $35,988    $ 37,599
Loans charged off                                               (123)       (866)
Recoveries of loans previously charged off                         -         140
Provision for credit losses                                        -           -
                                                         ------------------------
Balance on March 31                                          $35,865    $ 36,873
                                                         ------------------------
</TABLE>


Main Place had $76.5 million of  nonperforming  loans on March 31, 2000 compared
to $83.1  million on December  31,  1999.  Foreclosed  properties  totaled  $6.1
million on March 31, 2000 and December 31, 1999, respectively.


Note 4 - Affiliate Transactions

Main Place maintains its cash and cash equivalent  accounts with the Parent.  As
of March 31,  2000 and 1999,  Main  Place had $4.0  billion  and $13.6  billion,
respectively,  of time deposits placed with the Parent.  Interest income on time
deposits for the three  months  ended March 31, 2000 and 1999 was $75.6  million
and $154.6 million, respectively.

At March 31, 2000 and 1999,  Main Place had $18.9  million  and $141.9  million,
respectively,  of accounts receivable from affiliates of the Corporation.  These
receivables  are related to  mortgage  payments  and  securities  principal  and
interest payments in process, which generally clear within 30 days.

On March 31,  2000 and 1999,  Main  Place had a total of $2.4  billion  and $7.2
billion,  respectively,  of U.S. government  securities sold under agreements to
repurchase  from the Parent and Banc of America  Securities  LLC,  wholly  owned
subsidiaries  of the  Corporation  which mature on demand.  Interest  expense on
these  securities  for the three  months ended March 31, 2000 and 1999 was $35.7
million and $89.9 million, respectively.

Main Place has entered into  agreements  with the Parent for the  servicing  and
administration  of its  mortgage  portfolio.  Servicing  fees paid to the Parent
approximated  $6.4 million and $5.7 million for the three months ended March 31,
2000 and 1999,  respectively,  and are included in "Other operating expenses" on
the accompanying statement of income.

From time to time, Main Place purchases certain mortgage loans originated by the
Parent.  Main Place did not  purchase any loans during the first three months of
2000 and purchased  $1.0 billion of loans from the Parent during the first three
months of 1999.

Accrued  expenses due to  affiliates as of March 31, 2000 and December 31, 1999,
were $95.0  million  and $578.2  million,  respectively  composed  of income tax
payable to the Parent of $85.9 million and $571.9 million, respectively.

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

Bank of America  Technology &  Operations,  Inc.,  a  subsidiary  of the Parent,
provides data  processing  and other support  services to Main Place and certain
other subsidiaries of the Corporation. These services included the completion of
substantially all of Main Place's Year 2000 software  conversion  projects as of
December 31,  1999.  The related  costs,  which are  expensed  when billed,  are
included in "Other operating expenses" in the accompanying  statement of income.
Bank of America  Technology & Operations,  Inc. is reimbursed  through affiliate
allocations to the other subsidiaries.

                                       9
<PAGE>
Note 5 - Long-Term Debt

The following table displays the primary terms of Main Place's 1995-2 and 1999-1
mortgage-backed bonds as of March 31, 2000 (dollars in thousands):
<TABLE>
<CAPTION>

                                                                     Series              Series
                                                                     1995-2              1999-1
                                                                     (Issued             (Issued
                                                                  October 1995)         May 1999)
                                                               -------------------------------------
<S>                                                                  <C>                 <C>
Amount issued                                                        $1,500,000          $1,500,000
Reference rate                                                      3-mo. LIBOR         3-mo. LIBOR
                                                                        +17 bps             +12 bps
Period-end interest rate                                                 6.210%              6.230%
Maturity                                                                   2000                2002
Mortgage loans and cash collateralizing mortgage-backed bonds:
     Collateral - book value                                         $2,494,698          $2,503,060
     Collateral - discounted value                                   $1,807,968          $1,900,182
     Collateral - approximate amount exceeding
          minimum indenture requirements                               $225,468            $317,682

</TABLE>

Interest expense on the Series 1995-2,  1997-1 and 1999-1  mortgage-backed bonds
for the three months ended March 31, 2000 was $63.1 million compared to interest
expense on the Series 1995-2 and 1997-1  mortgage-backed  bonds of $33.3 million
for the same period in 1999.  Main Place  repaid its  obligations  on the Series
1997-1 mortgage-backed bonds of $1.0 billion on March 25, 2000.

In April 1999, the Securities and Exchange  Commission  declared  effective Main
Place's  shelf  registration  statement  (Registration  Statement)  providing an
additional $5 billion of capacity for issuance of mortgage-backed bonds (Bonds).
Bonds have been issued under this as well as previously  effective  registration
statements.  The  Bonds,  which  were  issued in  series  pursuant  to  separate
indentures,   are  generally   subject  to  the  following   terms.  The  Bonds,
collateralized  primarily  by mortgage  loans on 1-to-4  family  dwellings,  are
obligations  solely of Main Place. The Bonds are not prepayable at the option of
Main Place,  but are  subject to  redemption  in whole or in part under  certain
circumstances. Under the terms of an indenture relating to each series of Bonds,
Main  Place must  maintain a minimum  amount of  eligible  collateral,  which is
determined on a discounted basis and may consist of mortgage loans, certain U.S.
agency mortgage pass-through  certificates,  U.S. government securities and cash
held by a trustee  (the  Trustee).  The  types,  characteristics  and  permitted
amounts of eligible  collateral  are subject to change from time to time without
the consent of the  bondholders  if such changes would not adversely  affect the
ratings assigned to the Bonds. In the event such collateral requirements are not
met with respect to any series, Main Place must provide additional or substitute
mortgage  loans or other  acceptable  collateral  with respect to such series to
meet the required amounts of eligible  collateral  and/or repurchase Bonds in an
amount  sufficient  to meet  collateral  requirements.  If  sufficient  eligible
collateral is not supplied and/or  sufficient  Bonds are not  repurchased,  Main
Place must  redeem a portion of the  outstanding  Bonds of such series such that
the existing amount of the eligible collateral meets the collateral requirements
of the  indenture  relating to the Bonds of such series that remain  outstanding
after the  redemption.  As of March 31,  2000,  Main Place had the  authority to
issue  approximately  $3.5  billion  of  securities  under  its  existing  shelf
registration statement.

                                       10
<PAGE>
Item 2.  Management's Discussion and Analysis of Results of Operations and
                  Financial Condition


Net income was $157.3 million and $402.4 million for the periods ended March 31,
2000 and 1999, respectively. After October 14, 1998, Main Place is classified as
a single-member  limited  liability company ("LLC") and, as such, is disregarded
as an entity  separate from its owners for income tax  purposes.  Main Place has
become aware that the predominant  practice for single-member LLCs is to provide
for income taxes in their separate financial statements,  and has concluded that
is a more  informative  presentation  than pro-forma  disclosures.  Accordingly,
effective  January 1, 2000,  Main Place  recognized  through  cumulative  effect
adjustment  deferred tax assets and  liabilities  determined in accordance  with
Statement of Financial  Accounting  Standards  No. 109,  "Accounting  for Income
Taxes",  and  the  accompanying  financial  statements  include  an  income  tax
provision  for the  quarter  ended  March  31,  2000 and  pro-forma  income  tax
information for the quarter ended March 31, 1999 (see Note 2). Total pre-tax net
income was $236.2  million and $402.4  million  for the periods  ended March 31,
2000 and 1999,  respectively.  The decrease primarily resulted from decreases in
interest  income  and no gains on sales of  securities,  partially  offset  by a
decline in interest expense.


Total income for the first quarter of 2000 was $342.2  million,  representing  a
decrease of $189.7 million compared to 1999. The decrease  included a decline in
interest income from the securities  portfolio of $93.0 million resulting from a
reduction of $5.2 billion in the average  balance of the  securities  portfolio.
The  decrease  also  included a decline in interest on time  deposits  placed of
$79.0  million,  resulting  from a reduction of $7.9  billion in the  respective
average  balances,  slightly  offset by a 116 basis  point  increase  in average
yields to 5.99 percent. Interest and fees on loans declined $15.2 million due to
a consistent  reduction in the loan portfolio.  The remaining  decrease in total
income for the first  quarter of 2000 was the result of a $2.5 million  decrease
in gains on sales of available-for-sale securities from the same period in 1999.

Total  expenses  (excluding  income  taxes)  for the first  quarter of 2000 were
$105.9  million,  representing a decrease of $23.6 million  compared to the same
period  in 1999.  The  decrease  included  a  decline  in  interest  expense  on
securities sold under agreements to repurchase of $54.2 million,  resulting from
a reduction of $5.3 billion in average borrowings,  and slightly offset by a 112
basis point  increase in average rates to 5.78 percent.  Long-term debt interest
expense  increased by $29.9 million to $63.1 million compared to the same period
in 1999,  due to the issuance of $1.5 billion in new debt,  series 1999-1 in May
1999 and a 115 basis point increase in average rates to 6.47 percent.

Main Place made no provision  for credit losses in the first quarter of 2000 due
to the decline in the average balance of the loan portfolio  throughout 1999 and
the $6.6 million decrease in  nonperforming  loans to $76.5 million on March 31,
2000 from $83.1 million on December 31, 1999.  Future  economic  conditions  and
changes in the loan portfolio may increase nonperforming loans and, accordingly,
the level of the allowance for credit losses. The nature of the process by which
Main Place  determines the appropriate  allowance for credit losses requires the
exercise  of  considerable  judgment.  After  review  of  all  relevant  matters
affecting loan collectibility, management believes that the allowance for credit
losses is appropriate  given its analysis of incurred credit losses at March 31,
2000.

Bank of America Technology & Operations,  Inc. (formerly  NationsBanc  Services,
Inc.), a subsidiary of Bank of America, N.A., provides data processing and other
support   services  to  Main  Place  and  certain  other   subsidiaries  of  the
Corporation. These services included the completion of substantially all of Main
Place's Year 2000  software  conversion  projects as of March 31, 2000.  Bank of
America   Technology  &  Operations,   Inc.  is  reimbursed   through  affiliate
allocations to the other  subsidiaries.  For further  information related to the
Corporation's  Year 2000  efforts,  refer to the  section  entitled  "Year  2000
Project"  in the  Corporation's  Annual  Report on Form 10-K for the year  ended
December 31, 1999.

                                       11
<PAGE>


Part II.          OTHER INFORMATION

Item 6.           Exhibits and Reports on Form 8-K

                  (a)      Exhibits:

                           12       Ratio of Earnings to Fixed Charges.


                           18       Letter re change in accounting principle
                                    from PricewaterhouseCoopers LLP.


                           27       Financial Data Schedule.

                  (b)      Reports on Form 8-K:

                           None.


                                       12
<PAGE>


                                    SIGNATURE

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

                                      Main Place Funding, LLC


Date:  May 15, 2000                   /s/ Susan R. Faulkner
                                      -----------------------------
                                      Susan  R. Faulkner
                                      Treasurer and Senior Vice President/
                                      Principal Financial and Accounting Officer
                                      (Principal Financial and
                                      Duly Authorized Officer)



                                       13
<PAGE>


                             Main Place Funding, LLC
                                    Form 10-Q
                                Index to Exhibits



Exhibit           Description

12                Ratio of Earnings to Fixed Charges.

18                Letter re change in accounting principle from Pricewaterhouse
                  Coopers LLP.

27                Financial Data Schedule.


                                       14