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, 1998

                                       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 33-82040
                                                --------

                     MAIN PLACE REAL ESTATE INVESTMENT TRUST
                     ---------------------------------------
             (Exact name of registrant as specified in its charter)

Maryland                                                  56-1996001
--------                                                  ----------
(State or other jurisdiction of                           (I.R.S. Employer
incorporation or organization)                            Identification Number)

             100 North Tryon Street, 23rd floor, 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 November 11,  1998,  there were 100,000  shares of the  registrant's  Class A
Trust Shares outstanding and 110 shares of the registrant's Class B Trust Shares
outstanding.

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.



                                       1

<PAGE>

MAIN PLACE REAL ESTATE INVESTMENT TRUST
SEPTEMBER 30, 1998 FORM 10-Q


INDEX
                                                                            Page
                                                                            ----
PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

         Statement of Income for the Three Months and Nine Months Ended
         September 30, 1998 and 1997                                          3

         Balance Sheet on September 30, 1998 and December 31, 1997            4

         Statement of Cash Flows for the Nine Months Ended
         September 30, 1998 and 1997                                          5

         Statement of Changes in Shareholders' Equity for the Nine Months
         Ended September 30, 1998 and 1997                                    6

         Notes to Financial Statements                                        7

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

PART II. OTHER INFORMATION

Item 5.  Other information                                                   11

Item 6.  Exhibits and Reports on Form 8-K                                    11

Signature                                                                    12

Index to Exhibits                                                            13



                                       2

<PAGE>

PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

MAIN PLACE REAL ESTATE INVESTMENT TRUST
STATEMENT OF INCOME
(Dollars in Thousands)

                                      Three Months             Nine Months
                                   Ended September 30      Ended September 30
                                  --------------------   -----------------------
                                    1998        1997         1998         1997
--------------------------------------------------------------------------------
<S>                               <C>         <C>        <C>          <C>
INCOME
   Interest and fees on loans     $265,081    $259,778   $  864,944   $  792,924
   Interest on securities          339,698     108,011    1,103,944      133,513
   Interest on time deposits
      placed                       198,825      87,974      636,831      123,197
   Gains on sales of available 
      for sale securities           42,100         546       57,856       16,536
                                  ----------------------------------------------
      Total income                 845,704     456,309    2,663,575    1,066,170
                                  ----------------------------------------------

EXPENSES
   Interest on securities sold
      under agreements to
      repurchase                   184,800      72,098      708,877       91,050            
   Interest on long-term debt       41,538      61,042      161,460      180,711
   Provision for credit losses      (5,000)          -        2,400            -
   Other operating expenses          9,532       7,592       31,218       23,657
                                  ----------------------------------------------
      Total expenses               230,870     140,732      903,955      295,418
                                  ----------------------------------------------
NET INCOME                        $614,834    $315,577   $1,759,620   $  770,752
                                  ==============================================
</TABLE>
See accompanying notes to financial statements.

<PAGE>

<TABLE>
<CAPTION>

MAIN PLACE REAL ESTATE INVESTMENT TRUST
BALANCE SHEET
(Dollars in Thousands)

                                                   September 30     December 31
                                                       1998            1997
--------------------------------------------------------------------------------
<S>                                                <C>              <C>
ASSETS
   Cash and cash equivalents                       $ 1,956,158      $ 1,709,804
   Time deposits placed with affiliates             14,900,000       17,950,000
   Securities:
      Held for investment, at cost (market value -
         $253,730 and $479,491)                        253,786          478,371
      Available for sale                            17,774,377       22,022,424
                                                   -----------------------------
         Total securities                           18,028,163       22,500,795
                                                   -----------------------------
   Amount due from Trustee                             206,210          233,273

   Loans, net of unearned income                    14,024,621       16,612,818
   Allowance for credit losses                         (42,063)         (41,412)
                                                   -----------------------------
      Loans, net of unearned income and allowance
         for credit losses                          13,982,558       16,571,406
                                                   -----------------------------
   Interest receivable                                 205,177          233,202
   Accounts receivable from affiliates                 100,407          396,965
   Other assets                                         14,342           76,810
                                                   -----------------------------
                                                   $49,393,015      $59,672,255
                                                   =============================

LIABILITIES
   Accrued expenses                                $    29,048      $    95,131
   Accrued expenses due to affiliate                         -            9,610
   Securities sold under agreements to
      repurchase from affiliates                    11,385,175       22,134,599
   Long-term debt                                    2,499,863        3,999,745
                                                   -----------------------------
                                                    13,914,086       26,239,085
                                                   -----------------------------

SHAREHOLDERS' EQUITY
   Class A Trust Shares, $1 par value-authorized:
      200,000 shares; issued and outstanding:
      100,000 shares                                       100              100
   Class B Trust Shares, $10,000 par value-
      authorized: 200 shares; issued and
      outstanding: 110 shares                            1,100            1,100
   Additional paid-in capital                       33,141,737       33,083,566
   Retained earnings                                 1,850,782           91,162
   Accumulated other comprehensive income              485,210          257,242
                                                   -----------------------------
      Total shareholders' equity                    35,478,929       33,433,170
                                                   -----------------------------
                                                   $49,393,015      $59,672,255
                                                   =============================
</TABLE>

See accompanying notes to financial statements.



                                       4

<PAGE>

<TABLE>
<CAPTION>

MAIN PLACE REAL ESTATE INVESTMENT TRUST
STATEMENT OF CASH FLOWS
(Dollars in Thousands)

                                                           Nine Months
                                                        Ended September 30
                                                   -----------------------------
                                                       1998            1997
--------------------------------------------------------------------------------
<S>                                                <C>              <C>
OPERATING ACTIVITIES
   Net income                                      $  1,759,620     $   770,752
   Reconciliation of net income to net cash
      provided by operating activities
      Provision for credit losses                         2,400               -
      Net decrease (increase) in amount due
         from Trustee                                    27,063         (76,203)
      Net decrease (increase) in interest receivable     28,025         (90,561)
      Net decrease in accounts receivable from
         affiliates                                     296,558         108,154
      Net (decrease) increase in accrued expenses       (66,083)         66,769
      Net (decrease) increase in accrued expenses
         due to affiliate                                (9,610)        590,461
      Gains on sales of securities                      (57,856)        (16,536)
      Other operating activities                         87,215           1,731
                                                   -----------------------------
         Net cash provided by operating activities    2,067,332       1,354,567
                                                   -----------------------------
INVESTING ACTIVITIES
   Proceeds from maturities of securities held
      for investment                                    224,434          37,906
   Proceeds from sales and maturities of securities
      available for sale                              7,631,029         968,057
   Purchases of securities available for sale        (1,125,485)     (2,235,190)
   Net decrease (increase) in time deposits placed    3,050,000     (14,263,457)
   Purchases of loans                                (3,629,648)     (1,397,605)
   Collections of loans outstanding                   4,294,924       1,940,831
                                                   -----------------------------
      Net cash provided by (used in) investing
         activities                                  10,445,254     (14,949,458)
                                                   -----------------------------
FINANCING ACTIVITIES
   Net (decrease) increase in securities sold
      under agreements to repurchase from
      affiliates                                    (10,749,424)     14,869,254
   Issuance of long-term debt                                 -       1,000,000
   Repayment of subordinated debt                    (1,499,797)     (1,072,733)
   Capital contribution from NationsBank, N.A.                -          25,000
   Capital distribution                                 (17,011)              -
   Cash dividends paid to NationsBank, N.A.                   -         (16,019)
                                                   -----------------------------
      Net cash (used in) provided by financing
         activities                                 (12,266,232)     14,805,502
                                                   -----------------------------
Net increase in cash and cash equivalents               246,354       1,210,611
Cash and cash equivalents at beginning of period      1,709,804         253,578
                                                   -----------------------------
Cash and cash equivalents at end of period         $  1,956,158     $ 1,464,189
                                                   =============================
SUPPLEMENTAL DISCLOSURE OF NONCASH TRANSACTIONS
   Securities held for investment contributed
      from affiliate                               $          -     $   619,144
   Securities available for sale contributed
      from affiliate                                     75,182      12,495,418
   Net loans contributed from affiliate                       -          16,019
   Loans securitized and retained in the
      securities portfolio                            1,903,041          44,889
</TABLE>

See accompanying notes to financial statements.



                                       5

<PAGE>

<TABLE>
<CAPTION>

MAIN PLACE REAL ESTATE INVESTMENT TRUST
STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
(Dollars in Thousands)

                                                                                  Accumulated
                                      Class A  Class B  Additional                Other           Total
                                      Trust    Trust    Paid-In      Retained     Comprehensive   Shareholders'   Comprehensive
                                      Shares   Shares   Capital      Earnings     Income          Equity          Income
-------------------------------------------------------------------------------------------------------------------------------
<S>                                   <C>      <C>      <C>          <C>
BALANCE ON DECEMBER 31, 1996          $100     $1,100   $12,044,801  $   13,315   $  8,530       $12,067,846 
   Net income                                                           770,752                      770,752      $  770,752
   Cash dividends paid to
      NationsBank, N.A.                                                 (16,019)                     (16,019)
   Net assets contributed by
      NationsBank, N.A.                                  13,155,581                               13,155,581
   Net change in unrealized gains
      (losses) on securities
      available for sale                                                           114,166           114,166         114,166
   Comprehensive income                                                                                           -------------
                                                                                                                  $  884,918
                                      ----------------------------------------------------------------------      =============
BALANCE ON SEPTEMBER 30, 1997         $100     $1,100   $25,200,382  $  768,048   $122,696       $26,092,326
                                      ======================================================================
BALANCE ON DECEMBER 31, 1997          $100     $1,100   $33,083,566  $   91,162   $257,242       $33,433,170
   Net income                                                         1,759,620                    1,759,620      $1,759,620
   Net assets contributed by
      NationsBank, N.A.                                      75,182                                   75,182
   Net distributions of capital                             (17,011)                                 (17,011)
   Net change in unrealized gains
      (losses) on securities
      available for sale                                                           227,968           227,968         227,968
                                                                                                                  -------------
   Comprehensive income                                                                                           $1,987,588
                                      ----------------------------------------------------------------------      =============
BALANCE ON SEPTEMBER 30, 1998         $100     $1,100   $33,141,737  $1,850,782   $485,210      $35,478,929
                                      ======================================================================
</TABLE>

See accompanying notes to financial statements.



                                       6

<PAGE>

MAIN PLACE REAL ESTATE INVESTMENT TRUST
NOTES TO FINANCIAL STATEMENTS

NOTE 1 - ACCOUNTING POLICIES

Main Place Real Estate  Investment  Trust (MPREIT) is an indirect  subsidiary of
NationsBank,  N.A.,  which is a wholly owned indirect  subsidiary of BankAmerica
Corporation (the Corporation).  On September 25, 1998,  NationsBank  Corporation
(NationsBank)  reincorporated in Delaware, and on September 30, 1998, the former
BankAmerica Corporation merged into NationsBank. In connection with this merger,
NationsBank  changed its name to "BankAmerica  Corporation".  The Corporation is
the successor issuer of NationsBank.

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.  Main Place Funding  Corporation (MPFC) merged with and into MPREIT
on  November 1, 1996,  and, as the  surviving  entity,  MPREIT  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 of MPFC with and into MPREIT, MPFC's obligation under
the Series  1995-1  and  Series  1995-2  mortgage-backed  bonds were  assumed by
MPREIT. The merger between MPREIT and MPFC was 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 MPFC
since the beginning of the earliest period presented.

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 on pages 11 through 13 of the Annual  Report on Form 10-K for the
year ended December 31, 1997, as updated by Note 1 of MPREIT's  quarterly report
on Form 10-Q for March 31, 1998 and the following.

Income Taxes

MPREIT was taxed as a real estate  investment  trust from November 1, 1996 until
May 19, 1998. MPREIT has elected to be taxed as a partnership  subsequent to May
19, 1998.  Accordingly,  no current or deferred  tax expense was provided  after
November 1, 1996.

NOTE 2 - LOANS

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

<TABLE>
<CAPTION>
                                                    September 30     December 31
                                                        1998            1997
--------------------------------------------------------------------------------
<S>                                                  <C>             <C>
Residential mortgage                                 $13,980,905     $16,551,952
Other consumer                                            25,297          39,281
Commercial real estate                                    18,419          21,585
                                                     ---------------------------
   Total loans, net of unearned income               $14,024,621     $16,612,818
                                                     ===========================
</TABLE>



                                       7

<PAGE>

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

<TABLE>
<CAPTION>
                                                    September 30     December 31
                                                        1998            1997
--------------------------------------------------------------------------------
<S>                                                  <C>             <C>
Fixed-rate                                            $1,406,883      $1,331,860
Adjustable-rate                                        2,923,575       4,604,436
                                                     ---------------------------
   Total mortgage loans                               $4,330,458      $5,936,296
                                                     ===========================
</TABLE>

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

<TABLE>
<CAPTION>
                                                               Nine Months
                                                           Ended September 30
                                                         -----------------------
                                                           1998           1997
--------------------------------------------------------------------------------
<S>                                                      <C>            <C>
Balance on January 1                                     $41,412        $42,396
Loans charged off                                         (1,749)          (115)
Recoveries of loans previously charged off                     -              2
Provision for credit losses                                2,400              -
                                                         -----------------------
Balance on September 30                                   $42,063        $42,283
                                                         =======================
</TABLE>

MPREIT had $107.3 million of nonperforming  loans on September 30, 1998 compared
to $66.8  million on December 31, 1997.  Foreclosed  properties on September 30,
1998 totaled $9.7 million compared to $1.2 million on December 31, 1997.

During the first nine months of 1998, $1.9 billion of residential mortgage loans
were securitized and retained as mortgage-backed securities in the available for
sale securities portfolio.

NOTE 3 - AFFILIATE TRANSACTIONS

MPREIT maintains its cash and cash equivalent accounts with NationsBank, N.A. At
September  30,  1998,  MPREIT had $100.4  million of  accounts  receivable  from
affiliates  of the  Corporation.  These  receivables  are  related  to  mortgage
payments and securities principal and interest payments in process and generally
clear within 30 days.

As of September 30, 1998,  MPREIT had $14.9 billion of time deposits placed with
NationsBank, N.A. Interest income on time deposits for the three months and nine
months  ended  September  30,  1998  was  $198.8  million  and  $636.8  million,
respectively.

On  September  30,  1998,  MPREIT had a total of $11.4  billion  outstanding  in
securities  sold under  agreements  to  repurchase  from  NationsBank,  N.A. and
NationsBanc Montgomery Securities LLC, a wholly-owned indirect subsidiary of the
Corporation.  Interest expense on these securities for the three months and nine
months  ended  September  30,  1998  was  $184.8  million  and  $708.9  million,
respectively.



                                       8

<PAGE>

MPREIT  has  entered  into  agreements  with  NationsBanc  Mortgage  Corporation
(NationsBanc  Mortgage),  a wholly-owned indirect subsidiary of the Corporation,
and  NationsBank,  N.A. for the  servicing  and  administration  of its mortgage
portfolio. Servicing fees paid to NationsBanc Mortgage approximated $8.0 million
and $27.0 million for the three months and nine months ended September 30, 1998,
respectively, compared to $7.6 million and $23.1 million for the same periods in
1997,  and are  included  in  "Other  operating  expenses"  on the  accompanying
statement of income.

On a monthly  basis,  MPREIT  purchases  certain  mortgage  loans  originated by
NationsBanc  Mortgage.  During the first nine months of 1998,  MPREIT  purchased
$2.4 billion of loans from NationsBanc Mortgage.  In addition,  during the first
nine months of 1998,  MPREIT  purchased $790 million of loans from  NationsBank,
N.A.  and $425  million of loans in the  secondary  market  through  NationsBanc
Mortgage.

On August 31, 1998,  MPREIT made a $17.0  million  capital  distribution  to its
parent  company  Main  Place  Holdings,   LLC,  a  wholly-owned   subsidiary  of
NationsBank, N.A. for the payment of 1998 income taxes.

During the first quarter of 1998, NationsBank, N.A. contributed $75.2 million in
available  for sale  securities  to MPREIT.  During  the third  quarter of 1997,
NationsBank,  N.A.  contributed  approximately  $13.1 billion in mortgage-backed
securities and collateralized mortgage obligations,  approximately $16.0 million
of  mortgage  loans and $25.0  million  in cash to  MPREIT.

In September  1997,  MPREIT paid cash dividends of $16.0 million to NationsBank,
N.A.  upon  finalization  of taxable  income for 1996 and the filing of the 1996
MPREIT tax return.

Additionally,  a subsidiary of NationsBank,  N.A.,  NationsBanc  Services,  Inc.
(NBSI) provides data processing and other support services to MPREIT and certain
other  subsidiaries  of  the  Corporation.  These  services  include  completing
substantially all of MPREIT's Year 2000 software  conversion projects by the end
of 1998.  The related  costs,  which are expensed  when billed,  are included in
"Other operating expenses." NBSI is reimbursed through affiliate  allocations to
the other  subsidiaries.  For further  information  related to the Corporation's
Year 2000  efforts,  refer to the section  entitled  "Year 2000  Project" in the
Corporation's  Quarterly Report on Form 10-Q for the period ended September 30,
1998.

NOTE 4 - LONG-TERM DEBT

The following  table  displays the primary  terms of MPREIT's  1995-2 and 1997-1
mortgage-backed bonds as of September 30, 1998 (dollars in thousands):

<TABLE>
<CAPTION>
                                                        Series         Series
                                                        1995-2         1997-1
                                                        (Issued        (Issued        
                                                     October 1995)   March 1997)
--------------------------------------------------------------------------------
<S>                                                  <C>             <C>
Amount issued                                          $1,500,000     $1,000,000
Reference rate                                        3-mo. LIBOR    3-mo. LIBOR
                                                          +17 bps         +5 bps
Period-end interest rate                                   5.858%         5.738%
Maturity                                                     2000           2000
Mortgage loans collateralizing mortgage-backed bonds:
   Collateral-book value                               $2,631,484     $1,698,974
   Collateral-discounted value                          2,175,347      1,465,368
   Collateral-approximate amount exceeding
      minimum indenture requirements                      593,000        410,000

</TABLE>

On  July  17,  1998,   MPREIT  repaid  its  obligations  on  the  Series  1995-1
mortgage-backed bonds of $1.5 billion.



                                       9

<PAGE>

Interest expense on the Series 1995-1,  1995-2 and 1997-1  mortgage-backed bonds
for the three months and nine months ended  September 30, 1998 was $41.5 million
and $161.5 million,  respectively,  compared to $61.0 million and $166.7 million
for the same periods in 1997.  Interest expense on subordinated  notes repaid on
March 18, 1997 was $14.0 million for the nine months ended September 30, 1997.

NOTE 5 - SUBSEQUENT EVENTS

Management of MPREIT currently  intends to merge MPREIT with and into its parent
company,  Main Place  Holdings,  LLC, in December 1998. In connection  with this
merger,  MPREIT will pay each  holder of Class B Trust  Shares the fair value of
such shares, in cash. In anticipation of this transaction,  on October 15, 1998,
Main Place Holdings Corporation, the former parent company of MPREIT, was merged
into and with Main Place  Holdings,  LLC, a direct  wholly owned  subsidiary  of
NationsBank, N.A.











                                       10

<PAGE>

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

Net income for the three  months and nine months  ended  September  30, 1998 was
$614.8  million and $1.8 billion,  respectively,  compared to $315.6 million and
$770.8 million,  respectively, in the comparable 1997 periods. The change in net
income reflects the impact of several  factors,  including the average levels of
securities  investments  and  short-term  borrowings,  the  levels  and  average
interest yields on time deposits placed with affiliates of the Corporation,  the
levels and  average  interest  yields on the  mortgage  loan  portfolio  and the
volatility of interest rates.

Interest income  increased  $347.8 million and $1.6 billion for the three months
and nine months ended  September  30, 1998,  respectively,  compared to the same
periods in 1997,  due  primarily to increases  in average  securities  and, to a
lesser  extent,  increases in average  time  deposits  placed and average  loans
outstanding.  During the three months and nine months ended  September 30, 1998,
MPREIT  sold  available  for sale  securities,  resulting  in net gains of $42.1
million  and $57.9  million,  respectively.  Interest  expense  increased  $93.2
million and $598.6 million for the three months and nine months ended  September
30, 1998,  respectively,  over interest expense for the same periods in 1997 due
primarily to interest  expense  associated  with higher average  securities sold
under agreements to repurchase.

The  provision  for credit  losses was $2.4  million for the nine  months  ended
September 30, 1998 compared to no provision expense for the same period in 1997.
A $5.0 million credit to provision  expense was recorded in the third quarter of
1998.  Provision  expense is based on the level of net charge-offs and loans, as
well as  management's  assessment  of the adequacy of the  allowance  for credit
losses.

Other  operating  expenses  increased  $1.9 million and $7.6 million  during the
three months and nine months ended September 30, 1998, respectively, compared to
the same  periods  in 1997,  due  mainly  to  higher  mortgage  servicing  costs
associated with the increase in average loans  outstanding and higher foreclosed
properties expense.

The average  yields on mortgage loans for the three months and nine months ended
September 30, 1998 were 7.42 percent and 7.44 percent, respectively, compared to
7.53  percent for the same periods of 1997.  Changes in the average  yields were
primarily  related to the mix  between  fixed- and  adjustable-rate  loans,  the
repricing  terms of  adjustable  rate loans,  the impact of the general level of
interest  rates,  the levels of  prepayments  on  mortgage  loans and  scheduled
amortization of the portfolio as a whole.

The weighted average interest rates on mortgage-backed bonds outstanding for the
three months and nine months ended September 30, 1998 were 6.02 percent and 6.01
percent,  respectively,  compared to 6.10  percent and 5.97 percent for the same
prior year periods.

MPREIT had $107.3 million of nonperforming  loans on September 30, 1998 compared
to $66.8  million on December  31, 1997.  The increase was due  primarily to the
seasoning of the loan portfolio.  Furthermore,  future  economic  conditions and
levels of loans  purchased  and  contributed  may  result  in  higher  levels of
nonperforming loans.

For information  related to the  Corporation's  Year 2000 efforts,  refer to the
section  entitled "Year 2000 Project" in the  Corporation's  Quarterly Report on
Form 10-Q for the period ended September 30, 1998.



                                       11

<PAGE>

Part II.          OTHER INFORMATION

Item 5.           Other Information

                  Management of MPREIT currently intends to merge MPREIT with
                  and into its parent company, Main Place Holdings, LLC, in
                  December 1998. In connection with this merger, MPREIT will pay
                  each holder of Class B Trust Shares the fair value of such 
                  shares, in cash. In anticipation of this transaction, on
                  October 15, 1998, Main Place Holdings Corporation, the former
                  parent company of MPREIT, was merged into and with Main Place
                  Holdings, LLC, a direct wholly owned subsidiary of
                  NationsBank, N.A.

Item 6.           Exhibits and Reports on Form 8-K

                  (a)      Exhibits:

                           12       Ratio of Earnings to Fixed Charges.

                           27       Financial Data Schedule.

                  (b)      Reports on Form 8-K:

                           None.



                                       12

<PAGE>

                                    SIGNATURE

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

                                         Main Place Real Estate Investment Trust
                                         ---------------------------------------



Date:  November 13, 1998                 /s/ NEIL COTTY
                                         ----------------------------------
                                             Neil Cotty
                                             Senior Vice President/Principal
                                             Accounting Officer
                                             (Principal Accounting and Duly
                                             Authorized Officer)




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                     MAIN PLACE REAL ESTATE INVESTMENT TRUST
                                    FORM 10-Q
                                INDEX TO EXHIBITS



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

12                Ratio of Earnings to Fixed Charges.

27                Financial Data Schedule.





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