##### Table of Contents

---

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 September 30, 2005



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



---



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)



---



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



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



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



On November 11, 2005, there were no shares
of common stock outstanding. As of November 11, 2005, 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.



---



---

##### Table of Contents

Main Place Funding, LLC

September 30, 2005 Form 10-Q



|                  |  |                                                                                                                                                                                    |  |     
|----------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                  |  |                                                                                                                                                                                    |  | Page
|Part I.           |  | Financial Information                                                                                                                                                              |  |     
|                  |  |                                                                                                                                                                                   
|Item 1.           |  | Financial Statements                                                                                                                                                               |  |     
|                  |  |                                                                                                                                                                                   
|                  |  | Statement of Income for the Three and Nine Months Ended September 30, 2005 and 2004                                                                                                |  | 3   
|                  |  |                                                                                                                                                                                   
|                  |  | Balance Sheet as of September 30, 2005 and December 31, 2004                                                                                                                       |  | 4   
|                  |  |                                                                                                                                                                                   
|                  |  | Statement of Cash Flows for the Nine Months Ended September 30, 2005 and 2004                                                                                                      |  | 5   
|                  |  |                                                                                                                                                                                   
|                  |  | Statement of Changes in Members Equity for the Three and Nine Months Ended September 30, 2005 and 2004                                                                            |  | 6   
|                  |  |                                                                                                                                                                                   
|                  |  | Notes to Financial Statements                                                                                                                                                      |  | 7   
|                  |  |                                                                                                                                                                                   
|Item 2.           |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                                                                              |  | 10  
|                  |  |                                                                                                                                                                                   
|Item 4.           |  | Controls and Procedures                                                                                                                                                            |  | 11  
|                  |  |                                                                                                                                                                                   
|Part II.          |  | Other Information                                                                                                                                                                  |  |     
|                  |  |                                                                                                                                                                                   
|Item 6.           |  | Exhibits                                                                                                                                                                           |  | 12  
|                  | 
|Signature         |  | 13                                                                                                                                                                                
|                  | 
|Index to Exhibits |  | 14                                                                                                                                                                                
|                  |  |                                                                                                                                                                                   
|                  |  | Exhibit 31.1: Certification of President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                                                 |  | 15  
|                  |  |                                                                                                                                                                                   
|                  |  | Exhibit 31.2: Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                                                |  | 17  
|                  |  |                                                                                                                                                                                   
|                  |  | Exhibit 32.1: Certification of President pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                                  |  | 19  
|                  |  |                                                                                                                                                                                   
|                  |  | Exhibit 32.2: Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |  | 20  



---

##### 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 |  
|                                     |  | 2005                           |        |   | 2004                          |   |        | 2005 |  |   | 2004    |  
|Income                               |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  
|Interest on time deposits placed     |  | $                              | 61,078 |   |                               | $ | 24,626 |      |  | $ | 155,048 |   |  | $ | 56,525 |  
|Trading profits (losses) and fees    |  | $                              | (157   | ) |                               |   | (394   | )    |  | $ | (846    | ) |  |   | (1,208 | )
|                                     |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  
|Total income                         |  | $                              | 60,921 |   |                               |   | 24,232 |      |  | $ | 154,202 |   |  |   | 55,317 |  
|                                     |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  
|Expenses                             |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  
|Other general and operating expenses |  |                                | 52     |   |                               |   | 48     |      |  |   | 155     |   |  |   | 890    |  
|                                     |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  
|Total expenses                       |  |                                | 52     |   |                               |   | 48     |      |  |   | 155     |   |  |   | 890    |  
|                                     |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  
|Income before income taxes           |  |                                | 60,869 |   |                               |   | 24,184 |      |  |   | 154,047 |   |  |   | 54,427 |  
|Income tax expense                   |  |                                | 24,217 |   |                               |   | 8,708  |      |  |   | 57,761  |   |  |   | 19,594 |  
|                                     |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  
|Net income                           |  | $                              | 36,652 |   |                               | $ | 15,476 |      |  | $ | 96,286  |   |  | $ | 34,833 |  
|                                     |  |                                |        |   |                               |   |        |      |  |   |         |   |  |   |        |  



See accompanying notes to financial
statements.



3



---

##### Table of Contents

Main Place Funding, LLC

Balance Sheet Unaudited

(Dollars in Thousands)



|                                      |  |                       |           |                      |   |          
|------------------------------------- |  | --------------------- | --------- | -------------------- | - | ---------
|                                      |  | As ofSeptember 302005 |           | As ofDecember 312004
|Assets                                |  |                       |           |                      |   |          
|Cash and cash equivalents             |  | $                     | 7,128,756 |                      | $ | 7,003,328
|Derivative assets                     |  |                       | 13,035    |                      |   | 19,192   
|Interest receivable                   |  |                       | 742       |                      |   | 436      
|Accounts receivable from customer     |  |                       | 54        |                      |   | 98       
|                                      |  |                       |           |                      |   |          
|Total assets                          |  | $                     | 7,142,587 |                      | $ | 7,023,054
|                                      |  |                       |           |                      |   |          
|Liabilities                           |  |                       |           |                      |   |          
|Accrued expenses due to affiliates    |  | $                     | 92,661    |                      | $ | 64,715   
|Derivative liability to affiliate     |  |                       | 9,810     |                      |   | 14,447   
|Other liabilities                     |  |                       | 78        |                      |   | 140      
|                                      |  |                       |           |                      |   |          
|Total liabilities                     |  |                       | 102,549   |                      |   | 79,302   
|                                      |  |                       |           |                      |   |          
|Members Equity                       |  |                       |           |                      |   |          
|Contributed equity                    |  |                       | 4,770,338 |                      |   | 4,770,338
|Undistributed income                  |  |                       | 2,269,700 |                      |   | 2,173,414
|                                      |  |                       |           |                      |   |          
|Total members equity                 |  |                       | 7,040,038 |                      |   | 6,943,752
|                                      |  |                       |           |                      |   |          
|Total liabilities and members equity |  | $                     | 7,142,587 |                      | $ | 7,023,054
|                                      |  |                       |           |                      |   |          



See accompanying notes to financial
statements.



4



---

##### Table of Contents

Main Place Funding, LLC

Statement of Cash Flows Unaudited

(Dollars in Thousands)



|                                                               |  |                               |           |   |      |   |           |  
|-------------------------------------------------------------- |  | ----------------------------- | --------- | - | ---- | - | --------- | -
|                                                               |  | Nine Months EndedSeptember 30 |          
|                                                               |  | 2005                          |           |   | 2004 |  
|Operating Activities                                           |  |                               |           |   |      |   |           |  
|Net income                                                     |  | $                             | 96,286    |   |      | $ | 34,833    |  
|Reconciliation of net income to cash from operating activities |  |                               |           |   |      |   |           |  
|Net decrease in derivative assets                              |  |                               | 6,157     |   |      |   | 9,135     |  
|Net (increase)/decrease in interest receivable                 |  |                               | (306      | ) |      |   | 35        |  
|Net decrease in accounts receivable from affiliates            |  |                               |          |   |      |   | 4,221     |  
|Net (increase)/decrease in accounts receivable from customer   |  |                               | 44        |   |      |   | (95       | )
|Net increase in accrued expenses due to affiliates             |  |                               | 27,946    |   |      |   | 24,095    |  
|Net (decrease) in derivative liability to affiliate            |  |                               | (4,637    | ) |      |   | (6,881    | )
|Net increase/(decrease) in other liabilities                   |  |                               | (62       | ) |      |   | 356       |  
|                                                               |  |                               |           |   |      |   |           |  
|Net cash provided by/ (used in) operating activities           |  |                               | 125,428   |   |      |   | 65,699    |  
|                                                               |  |                               |           |   |      |   |           |  
|Financing Activities                                           |  |                               |           |   |      |   |           |  
|Net (decrease) in short term borrowings                        |  |                               |          |   |      |   | (5,428    | )
|                                                               |  |                               |           |   |      |   |           |  
|Net cash used in financing activities                          |  |                               |          |   |      |   | (5,428    | )
|                                                               |  |                               |           |   |      |   |           |  
|Net increase in cash and cash equivalents                      |  |                               | 125,428   |   |      |   | 60,271    |  
|Cash and cash equivalents at beginning of period               |  |                               | 7,003,328 |   |      |   | 6,910,000 |  
|                                                               |  |                               |           |   |      |   |           |  
|Cash and cash equivalents at end of period                     |  | $                             | 7,128,756 |   |      | $ | 6,970,271 |  
|                                                               |  |                               |           |   |      |   |           |  



See accompanying notes to financial
statements.



5



---

##### Table of Contents

Main Place Funding, LLC

Statement of Changes in Members Equity Unaudited

(Dollars in Thousands)



|                              |  |                   |           |                     |   |                                     |  |                     |   |                      |   |           |  |   |       
|----------------------------- |  | ----------------- | --------- | ------------------- | - | ----------------------------------- |  | ------------------- | - | -------------------- | - | --------- |  | - | ------
|                              |  | ContributedEquity |           | UndistributedIncome |   | AccumulatedOtherComprehensiveIncome |  | TotalMembersEquity |   | Comprehensive Income
|Balance on June 30, 2004      |  | $                 | 4,770,338 |                     | $ | 2,136,717                           |  | $                   |  |                      | $ | 6,907,055 |  |   |       
|Net income                    |  |                   |           |                     |   | 15,476                              |  |                     |   |                      |   | 15,476    |  | $ | 15,476
|                              |  |                   |           |                     |   |                                     |  |                     |   |                      |   |           |  |   |       
|Comprehensive income          |  |                   |           |                     |   |                                     |  |                     |   |                      |   |           |  | $ | 15,476
|                              |  |                   |           |                     |   |                                     |  |                     |   |                      |   |           |  |   |       
|Balance on September 30, 2004 |  | $                 | 4,770,338 |                     | $ | 2,152,193                           |  | $                   |  |                      | $ | 6,922,531 |  |   |       
|                              |  |                   |           |                     |   |                                     |  |                     |   |                      |   |           |  |   |       
|Balance on June 30, 2005      |  | $                 | 4,770,338 |                     | $ | 2,233,048                           |  | $                   |  |                      | $ | 7,003,386 |  |   |       
|Net income                    |  |                   |          |                     |   | 36,652                              |  |                     |  |                      |   | 36,652    |  | $ | 36,652
|                              |  |                   |           |                     |   |                                     |  |                     |   |                      |   |           |  |   |       
|Comprehensive income          |  |                   |           |                     |   |                                     |  |                     |   |                      |   |           |  | $ | 36,652
|                              |  |                   |           |                     |   |                                     |  |                     |   |                      |   |           |  |   |       
|Balance on September 30, 2005 |  | $                 | 4,770,338 |                     | $ | 2,269,700                           |  | $                   |  |                      | $ | 7,040,038 |  |   |       
|                              |  |                   |           |                     |   |                                     |  |                     |   |                      |   |           |  |   |       
|Balance on December 31, 2003  |  | $                 | 4,770,338 |                     | $ | 2,117,360                           |  | $                   |  |                      | $ | 6,887,698 |  |   |       
|Net income                    |  |                   |           |                     |   | 34,833                              |  |                     |   |                      |   | 34,833    |  | $ | 34,833
|                              |  |                   |           |                     |   |                                     |  |                     |   |                      |   |           |  |   |       
|Comprehensive income          |  |                   |           |                     |   |                                     |  |                     |   |                      |   |           |  | $ | 34,833
|                              |  |                   |           |                     |   |                                     |  |                     |   |                      |   |           |  |   |       
|Balance on September 30, 2004 |  | $                 | 4,770,338 |                     | $ | 2,152,193                           |  | $                   |  |                      | $ | 6,922,531 |  |   |       
|                              |  |                   |           |                     |   |                                     |  |                     |   |                      |   |           |  |   |       
|Balance on December 31, 2004  |  | $                 | 4,770,338 |                     | $ | 2,173,414                           |  | $                   |  |                      | $ | 6,943,752 |  |   |       
|Net income                    |  |                   |          |                     |   | 96,286                              |  |                     |  |                      |   | 96,286    |  | $ | 96,286
|                              |  |                   |           |                     |   |                                     |  |                     |   |                      |   |           |  |   |       
|Comprehensive income          |  |                   |           |                     |   |                                     |  |                     |   |                      |   |           |  | $ | 96,286
|                              |  |                   |           |                     |   |                                     |  |                     |   |                      |   |           |  |   |       
|Balance on September 30, 2005 |  | $                 | 4,770,338 |                     | $ | 2,269,700                           |  | $                   |  |                      | $ | 7,040,038 |  |   |       
|                              |  |                   |           |                     |   |                                     |  |                     |   |                      |   |           |  |   |       



See accompanying notes to financial
statements.



6



---

##### Table of Contents

Main Place Funding, LLC

Notes to Financial Statements



Note 1  Description of Business



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



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



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



Under these expanded powers, Main Place has entered into the
business of entering into financial warranty agreements in favor of third parties for a fee. As of September 30, 2005, 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 (GAAP) 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 GAAP, 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. These financial statements should be read in conjunction with the audited financial statements for the period ended December 31, 2004, and notes included in Main Places 2004 Annual Report on Form 10-K. Accounting policies
followed in the presentation of interim financial results are presented in Note 2 on pages 15 to 16 of Main Places 2004 Annual Report on Form 10-K.



7



---

##### Table of Contents

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, 2005, 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 $422.3 million and
$523.5 million at September 30, 2005 and December 31, 2004, 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 decreased $237 thousand and $362 thousand to $157 thousand and $846 thousand for the three and nine months ended September 30, 2005 compared to the same periods in 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 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.



8



---

##### Table of Contents

On October 31, 2003, Main Place Funding, LLC 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 Funding, LLC 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 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 to Oppenheimer Principal Protected Trust II. No warranty was issued under the financial warranty agreement, as the Funds offering period had not been completed prior to termination.



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 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 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.



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. The aggregate net asset value of outstanding
shares subject to these financial warranty agreements was $422.3 million and $523.5 million at September 30, 2005 and December 31, 2004, respectively. Main Place has never made a payment to fund any shortfall amount under these products
and management believes that the probability of such a payment under these financial warranties is remote.



Note 4  Affiliate Transactions



Main Place maintains its cash and cash equivalent accounts with the Parent. As of September 30, 2005 and December 31, 2004, Main Place had approximately $7.1 billion and $7.0 billion, respectively, of time deposits placed with the
Parent. Remaining amounts disclosed within cash and cash equivalents on the accompanying balance sheet represent cash balances maintained with the Parent. Interest income on time deposits placed with the Parent for the three and nine months ended
September 30, 2005 was $61.1 million and $155.0 million, respectively, compared to $24.6 million and $56.5 million, respectively, for the same prior year periods.



The Parent has entered into financial warranty agreements with Main Place. Under the terms of these agreements, the Parent provides
financial warranties in favor of Main Place in an aggregate amount, at September 30, 2005 and December 31, 2004, of $422.3 million and $523.5 million, respectively, which corresponds with Main Places obligations under financial
warranty agreements in favor of third parties. For the three and nine months ended September 30, 2005, Main Place paid $693 thousand and $2.2 million, respectively, of fees to the Parent related to these agreements, compared to $603 thousand
and $2.6 million, respectively, for the same prior year periods. These fees are included in Trading profits (losses) and fees on the Statement of Income.



Accrued expenses due to affiliates as of September 30, 2005 and December 31, 2004 were $92.7 million and $64.7 million respectively. The September 30, 2005
and the December 31, 2004 balances were comprised primarily of income tax payable to the Parent.



9



---

##### Table of Contents

The Parent performs all of the operational services for Main Place. Total expenses allocated to Main Place by the Parent
for the three and nine months ended September 30, 2005, were $25 thousand and $75 thousand, respectively, and are included in other general and operating expenses.



Note 5  Fair Values of Financial Instruments



Statement of Financial Accounting Standards No. 107, Disclosures About Fair Value of Financial Instruments, requires the
disclosure of the estimated fair values of financial instruments. The fair value of an instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale.
Quoted market prices, if available, are utilized as estimates of the fair values of financial instruments. Fair values of items for which no quoted market prices exist has been derived based on managements assumptions, the estimated amount and
timing of future cash flows and estimated discount rates. The estimation methods for individual classifications of financial instruments are more fully described below. Different assumptions could significantly affect these estimates. Accordingly,
the net realizable values could be materially different from the estimates presented below. In addition, the estimates are only indicative of individual instruments values and should not be considered an indication of the fair value of Main
Place.



Short-Term Financial Instruments



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



Derivatives



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



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



Total income for the three and nine months ended September 30, 2005 was $60.9 million and $154.2 million, respectively, representing an increase of $36.7 million and
$98.9 million, respectively, from the corresponding periods in 2004. The increase was primarily a result of increased interest on time deposits due to higher interest rates. In addition, trading losses and fees for the three and nine months ended
September 30, 2005 decreased $237 thousand and $362 thousand, respectively, to $157 thousand and $846 thousand, respectively. The decrease is due primarily to the decrease in the aggregate net asset value of outstanding shares subject to the
financial warranty agreements reducing the value of the agreements.



Total
expenses (excluding income taxes) for the third quarter were $52 thousand, representing an increase of $4 thousand compared to the same period in 2004. Total expenses (excluding income taxes) for the first nine months of 2005 were $155 thousand,
representing a decrease of $735 thousand compared to the same period in 2004. The decrease primarily relates to the termination fee paid by Main Place in the first quarter of 2004 in connection with the termination of the Oppenheimer financial
warranty agreement.



Total net income for the three and nine months ended
September 30, 2005 was $36.7 million and $96.3 million, respectively, representing an increase of $21.2 million and $61.5 million, respectively, from the corresponding periods in 2004. As discussed above, the increase in the three and nine
month periods was primarily a result of increased interest on time deposits due to higher interest rates. Income tax expense for the three and nine months ended September 30, 2005 was $24.2 million and $57.8 million, respectively, representing
an increase of $15.5 million and $38.2 million, respectively, from the corresponding periods in 2004.



10



---

##### Table of Contents

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,
2005, Main Place had approximately $7.1 billion in cash and cash equivalents, which were held as time deposits with the Parent. At September 30, 2005, Main Places maximum obligation under the financial warranties was $422.3 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 Main Places audited financial statements included in
its Form 10-K for the year ended December 31, 2004, 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 2004 Annual Report on Form 10-K.



Income Taxes



Main Place estimates income tax expense based on the amount it expects to owe various tax authorities as part of a tax allocation agreement
with the Corporation. 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



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 of the end of the period covered by this report. Based upon that evaluation, Main Places President and Principal Financial and Accounting Officer, concluded,
as of the end of the period covered by this report, that Main Places disclosure controls and procedures 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, as of the end of the period covered by this report, there have been no changes in Main Places internal control over financial reporting during the
quarter ended September 30, 2005 that have materially affected, or are reasonably likely to materially affect, Main Places internal control over financial reporting.



11



---

##### Table of Contents

Part II. OTHER INFORMATION



Item 6. Exhibits



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



12



---

##### Table of Contents

SIGNATURE



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



|                        |  |                                           
|----------------------- |  | ------------------------------------------
|                        |  | Main Place Funding, LLC                   
|                        |  | Registrant                                
|                        | 
|Date: November 11, 2005 |  | /s/ Michael Coppins                       
|                        |  | Michael Coppins                           
|                        |  | Principal Financial and Accounting Officer



13



---

##### Table of Contents

Main Place Funding, LLC

Form 10-Q

Index to Exhibits



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



14