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, 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 November 14, 2000,  there were no shares of common stock  outstanding.  As of
November 14, 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
September 30, 2000 Form 10-Q

Index
<TABLE>
<CAPTION>
                                                                           <C>
                                                                           Page
<S>      <C>

Part I.  Financial Information

Item 1.  Financial Statements

         Statement of Income for the Three Months and Nine Months
         Ended September 30, 2000 and 1999                                   3

         Balance Sheet as of September 30, 2000 and December 31, 1999        4

         Statement of Cash Flows for the Nine Months Ended
         September 30, 2000 and 1999                                         5

         Statement of Changes in Members' Equity for the
         Nine Months Ended September 30, 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

         -Exhibit 12 Ratio of Earnings to Fixed Charges                     15

         -Exhibit 27 Financial Data Schedule                                16

</TABLE>


<PAGE>


Part I.  FINANCIAL INFORMATION

Item 1. Financial Statements

<TABLE>
<CAPTION>

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

                                                                               Three Months                      Nine Months
                                                                            Ended September 30                Ended September 30
                                                                            --------------------------------------------------------
                                                                            2000           1999             2000            1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>            <C>              <C>             <C>
Income
    Interest and fees on loans                                              $190,783       $229,322         $615,008        $690,794
    Interest on securities                                                    43,658        107,082          138,913         369,478
    Interest on time deposits placed                                          93,904         52,827          236,518         316,097
    Gains on sales of securities                                                   -         40,486                -          44,906
                                                                            --------------------------------------------------------
       Total income                                                         $328,345       $429,717         $990,439      $1,421,275
                                                                            --------------------------------------------------------

Expenses
   Interest on securities sold under agreements to repurchase                $36,628        $76,020         $109,215        $246,032
   Interest on long-term debt                                                 53,065         55,594          166,062         129,922
   Provision for credit losses                                                     -              -                -               -
   Other operating expenses                                                    6,842          6,256           20,908          18,180
                                                                            --------------------------------------------------------
       Total expenses                                                        $96,535       $137,870         $296,185        $394,134
                                                                            --------------------------------------------------------
   Income before income taxes and cumulative effect of accounting change     231,810        291,847          694,254       1,027,141
   Income tax expense                                                         86,935              -          260,363               -
                                                                            --------------------------------------------------------
   Net income before cumulative effect of accounting change                  144,875        291,847          433,891       1,027,141
   Cumulative effect of change in accounting for income taxes-benefit              -              -            6,926               -
                                                                            --------------------------------------------------------
       Net income                                                           $144,875       $291,847         $440,817      $1,027,141
                                                                            ========================================================

See accompanying notes to financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

Main Place Funding, LLC
Balance Sheet
(Dollars in Thousands)
                                                                                                     September 30      December 31
                                                                                                         2000              1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                                  <C>               <C>
Assets
   Cash and cash equivalents                                                                         $  2,095,964      $    901,145
   Time deposits placed with affiliates                                                                 4,955,000         5,000,000
   Securities:
       Available-for-sale                                                                               2,422,902         2,858,278
       Held-to-maturity at cost (market value $11,200 and $45,406)                                         11,157            45,364
                                                                                               -------------------------------------
           Total securities                                                                             2,434,059         2,903,642
                                                                                               -------------------------------------

   Loans, net of unearned income                                                                       10,393,499        12,328,216
   Allowance for credit losses                                                                            (35,507)          (35,988)
                                                                                               -------------------------------------
       Loans, net of unearned income and allowance for credit losses                                   10,357,992        12,292,228
   Interest receivable                                                                                     71,716            80,083
   Accounts receivable from affiliates                                                                          -            19,249
   Other assets                                                                                            45,276            14,514
                                                                                               -------------------------------------
     Total assets                                                                                    $ 19,960,007      $ 21,210,861
                                                                                               =====================================

Liabilities
    Accrued expenses                                                                                 $      3,174      $      3,818
    Accrued expenses due to affiliate                                                                     255,223           578,249
    Securities sold under agreements to repurchase from affiliates                                      2,160,265         2,557,522
    Current portion of long-term debt                                                                   1,499,995         2,499,945
    Long-term debt                                                                                      1,500,000         1,500,000
                                                                                               -------------------------------------
       Total liabilities                                                                                5,418,657         7,139,534
                                                                                               -------------------------------------
Members' Equity
     Contributed equity                                                                                13,395,436        13,395,436
     Undistributed income                                                                               1,163,034           722,217
     Accumulated other comprehensive loss                                                                 (17,120)          (46,326)
                                                                                               -------------------------------------
       Total members' equity                                                                           14,541,350        14,071,327
                                                                                               -------------------------------------
         Total liabilities and members' equity                                                       $ 19,960,007      $ 21,210,861
                                                                                               =====================================

See accompanying notes to financial statements.
</TABLE>

<PAGE>

<TABLE>
<CAPTION>

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

                                                                                                         Nine Months Ended
                                                                                                           September 30
                                                                                  --------------------------------------------------
                                                                                                    2000                     1999
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                                            <C>                     <C>

Operating Activities
   Net income before cumulative effect of accounting change                                     $   433,891            $  1,027,141
   Reconciliation of income before cumulative effect to net cash provided by operating
    activities
     Gains on sales of securities                                                                         -                 (44,906)
     Deferred income tax benefit                                                                    (16,877)                      -
     Net decrease in interest receivable                                                              8,367                  21,705
     Net decrease in accounts receivable from affiliates                                             19,249                 435,393
     Net decrease increase in accrued expenses                                                         (644)                  1,860
     Net decrease in accrued expenses due to affiliates                                            (323,026)                 (6,728)
     Other operating activities, net                                                                  4,197                     574
                                                                                                ------------------------------------
           Net cash provided by operating activities                                                125,157               1,435,039
                                                                                                ------------------------------------

Investing Activities
   Proceeds from maturities of securities held-to-maturity                                           34,207                 140,913
   Proceeds from sales and maturities of securities available-for-sale                              454,529               2,956,570
   Purchases of securities available-for-sale                                                             -                 (46,519)
   Net decrease in time deposits placed with affiliates                                              45,000               7,750,000
   Purchases of loans                                                                                     -              (2,904,403)
   Collections of loans outstanding                                                               1,144,230               2,942,094
   Proceeds from sale and securitizations of loans                                                  788,953                       -
                                                                                                ------------------------------------
            Net cash provided by investing activities                                             2,466,919              10,838,655
                                                                                                ------------------------------------

Financing Activities
    Net decrease in securities sold under agreements
        to repurchase                                                                              (397,257)             (3,219,831)
    Proceeds from issuance of long-term debt                                                              -               1,500,000
    Retirement of long-term debt                                                                 (1,000,000)                      -
    Distribution of capital to affiliates                                                                 -             (12,000,000)
                                                                                                 -----------------------------------
          Net cash used in financing activities                                                  (1,397,257)            (13,719,831)
                                                                                                 -----------------------------------

Net increase (decrease) in cash and cash equivalents                                              1,194,819              (1,446,137)
Cash and cash equivalents at beginning of period                                                    901,145               2,219,988
                                                                                                 -----------------------------------
Cash and cash equivalents at end of period                                                      $ 2,095,964            $    773,851
                                                                                                 ===================================

See accompanying notes to financial statements.
</TABLE>

<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(Loss)(1)Equity   Income (Loss)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                  <C>         <C>               <C>        <C>         <C>

Balance on December 31, 1998                                         $24,980,572                  $220,081   $25,200,653
   Net income                                                                    $1,027,141                    1,027,141 $1,027,141
   Other comprehensive income                                                                     (194,720)     (194,720)  (194,720)
                                                                                                                          ----------
   Comprehensive income                                                                                                    $832,421
                                                                                                                          ==========
   Distribution                                                      (11,585,136)  (534,924)                 (12,120,060)
                                                                     ----------------------------------------------------
Balance on September 30, 1999                                        $13,395,436 $  492,217       $ 25,361   $13,913,014
                                                                     ====================================================

Balance on December 31, 1999                                         $13,395,436 $  722,217       $(46,326)  $14,071,327
   Net income before cumulative effect of accounting change                         433,891                      433,891   $433,891
   Cumulative effect of change in accounting for income taxes                         6,926                        6,926      6,926
   Other comprehensive income                                                                       29,206        29,206     29,206
                                                                                                                          ----------
   Comprehensive income                                                                                                    $470,023
                                                                                                                          ==========
                                                                     ----------------------------------------------------
Balance on September 30, 2000                                        $13,395,436 $1,163,034       $(17,120)  $14,541,350
                                                                     ====================================================

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

See accompanying notes to financial statements.
</TABLE>

<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  significant  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 a  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 three and nine month periods
ended September 30, 2000. On a pro-forma basis, income tax expense for the three
and nine month  periods ended  September  30, 1999 was  $106,116,  and $373,469,
respectively.  For the  three-month  period ended  September  30, 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.

<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>

                                            September 30       December 31
                                                2000              1999
------------------------------------------------------------------------------
<S>                                           <C>                 <C>

Residential mortgage                          $10,384,640         $12,304,562
Other consumer                                          -              13,706
Commercial real estate                              8,859               9,948
                                          ------------------------------------
    Total loans                               $10,393,499         $12,328,216
                                          ------------------------------------
</TABLE>


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

<TABLE>
<CAPTION>


                                            September 30       December 31
                                                2000              1999
------------------------------------------------------------------------------
<S>                                            <C>                 <C>

Adjustable-rate                                $3,146,450          $5,086,850
Fixed-rate                                      1,360,761           1,551,596
                                          ------------------------------------
   Total mortgage loans                        $4,507,211          $6,638,446
                                          ------------------------------------

</TABLE>


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

<TABLE>
<CAPTION>

                                                    Nine Months
                                                Ended September 30
                                               ----------------------
                                                  2000       1999
---------------------------------------------------------------------
<S>                                            <C>           <C>

Balance on January 1                              $35,988    $37,599
Loans charged off                                    (481)    (1,626)
Recoveries of loans previously charged off              -        376
Provision for credit losses                             -          -
                                               ----------------------
Balance on September 30                           $35,507    $36,349
                                               ----------------------

</TABLE>

<PAGE>

Main Place had $55.6  million  of  nonperforming  loans on  September  30,  2000
compared  to $83.1  million on  December  31,  1999.  Foreclosed  properties  on
September 30, 2000 totaled $6.5 million compared to $6.1 million on December 31,
1999.

Note 4 - Affiliate Transactions

Main Place  maintains its cash and cash  equivalent  accounts with the Parent in
the form of time deposits. Interest income on time deposits for the three months
and nine months ended  September 30, 2000 was $93.9 million and $236.5  million,
respectively,  compared to $52.8  million and $316.1  million for the same prior
year periods.  As of September  30, 2000 and 1999,  Main Place had $4.96 billion
and $4.25 billion,  respectively,  of time deposits placed with the Parent.  The
December 31, 1999 balance was $5.0 billion.

At September 30, 2000 and December 31,1999, Main Place had $0 and $19.2 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.

Interest  expense on securities for the nine months ended September 30, 2000 and
1999 was $109.2  million and $246 million,  respectively,  related  primarily to
U.S.  Government  securities.  On September 30, 2000 and 1999,  Main Place had a
total  of $2.2  billion  and  $5.4  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. The balance at December 31, 1999 was $2.6 billion.

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 $19.3 million and $16.6 million for the nine months ended September
30, 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 nine  months  ended
September  30, 2000 and  purchased  $2.9 billion of loans from the Parent during
the same period in 1999.

Accrued  expenses due to  affiliates  as of September  30, 2000 and December 31,
1999, were $255.2 million and $578.2 million, respectively composed primarily of
income  tax  payable  to the  Parent  of  $250.2  million  and  $571.9  million,
respectively.

At September 30, 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.

During the nine months ended September 30, 2000, Main Place sold $565 million of
mortage  loans to the Parent.  As of December 31, 1999,  Main Place  distributed
$120 million of loans to the Parent.  No gains or losses were  recorded on these
transactions.

<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 September 30, 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               +12bps
Period-end interest rate                                        6.888%               6.810%
Maturity                                                          2000                 2002
Mortgage loans and cash collateralizing mortgage-backed bonds:
     Collateral - book value                                $2,308,956           $2,343,617
     Collateral - discounted value                           1,686,117            1,783,345
     Collateral - approximate amount exceeding
          minimum indenture requirements                       103,617              200,845

</TABLE>


Interest expense on the Series 1995-2,  1997-1 and 1999-1  mortgage-backed bonds
for the three months and nine months ended  September 30, 2000 was $53.1 million
and $166.1  million,  respectively,  compared to interest  expense on the Series
1995-2,  1997-1 and 1999-1  mortgage-backed  bonds of $55.6  million  and $129.9
million for the same periods 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 September 30, 2000, Main Place had the authority to
issue  approximately  $3.5  billion  of  securities  under  its  existing  shelf
registration statement.

<PAGE>

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


Total net income before  cumulative  effect of  accounting  change for the third
quarter  and first nine months of 2000 was $144.9  million  and $433.9  million,
respectively,  representing  decreases of $147.0 million and $593.2 million from
the  corresponding  periods last year.  The  decrease  primarily  resulted  from
decreases in interest  income,  no gains on sales of  securities  and income tax
expense provision made in 2000. 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 proforma  disclosures.
Income tax expense for the third quarter and first nine months of 2000 was $86.9
million and $260.4 million, respectively.


Total  income for the third  quarter  and first  nine  months of 2000 was $328.3
million  and $990.4  million,  respectively,  representing  a decrease of $101.4
million and $430.8  million,  respectively,  from the  corresponding  periods in
1999.  The decrease  included a decline in interest  income from the  securities
portfolio  of $63.4  million  and $230.6  million  for the three and nine months
ended,  respectively,  resulting from a reduction of $3.5 billion in the average
balance  of the  securities  portfolio.  The net  change  in total  income  also
included an increase in interest income on time deposits placed of $41.1 million
and a decline  of $79.6  million,  respectively,  for the same  periods in 1999.
These changes result from a reduction of $3.7 billion in the respective  average
balances,  slightly  offset by a 147 basis point  increase in average  yields to
6.34  percent.  Interest and fees on loans for the third  quarter and first nine
months of 2000 declined $38.5 million and $75.8 million,  respectively, due to a
consistent  reduction in the loan  portfolio.  The  remaining  decrease in total
income for the third  quarter  and first  nine  months of 2000 was the result of
$40.5 million and $44.9 million, respectively, in decreases in gains on sales of
available-for-sale securities from the same periods in 1999.

Total  expenses  (excluding  income  taxes) for the third quarter and first nine
months of 2000 was $96.5 million and $296.2 million, respectively,  representing
a decrease of $41.3  million and $98.0  million  compared to the same periods in
1999.  The decrease  included a decline in interest  expense on securities  sold
under  agreements to repurchase  of $39.4  million and $136.8  million,  for the
three and nine months ended,  respectively,  resulting  from a reduction of $4.3
billion in average borrowings, and slightly offset by a 137 basis point increase
in average rates to 6.23 percent.  Long-term debt interest expense for the third
quarter and first nine months of 2000  decreased by $2.5  million and  increased
$36.1 million to $53.1 million and $166.1 million, respectively, compared to the
same  periods in 1999,  due to the  issuance of $1.5  billion in new debt in May
1999,  Series  1999-1,  and a 131 basis point  increase in average rates to 6.71
percent,  partially  offset by the Series 1997-1 debt retirement of $1.0 billion
on March 25, 2000.

Main Place made no provision  for credit  losses in the third  quarter and first
nine  months  of 2000 due to the  decline  in the  average  balance  of the loan
portfolio   throughout  1999  and  2000,  and  the  $27.5  million  decrease  in
nonperforming loans to $55.6 million at September 30, 2000 from $83.1 million at
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 probable incurred credit losses at September 30, 2000.


<PAGE>


Part II.          OTHER INFORMATION

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.



<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: November 14, 2000               By: /s/ Susan R. Faulkner
                                      ------------------------------------------
                                      Susan R. Faulkner
                                      Treasurer and Senior Vice President/
                                      Principal Financial and Accounting Officer
                                      (Principal Financial and
                                      Duly Authorized Officer)




<PAGE>


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


Exhibit           Description

12                Ratio of Earnings to Fixed Charges.

27                Financial Data Schedule.