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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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Form 10-Q



(Mark one)



| | x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES EXCHANGE ACT OF 1934
| | - |  | ----------------------------------------------------------------------------------------

For the quarterly period ended June 30, 2003



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)



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|Delaware                                                      |  | 57-0236115                            
|------------------------------------------------------------- |  | --------------------------------------
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. EmployerIdentification Number)



9 W 57thStreet New York, NY 10019

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(Address of principal executive offices) (Zip Code)



(212) 583-8078

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(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



On August 14, 2003, there were no shares of common stock outstanding. As of August 14, 2003, 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.

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Main Place Funding, LLC

June 30, 2003 Form 10-Q





Index



|Part I.           |  | Financial Information                                                                   |  |   
|----------------- |  | --------------------------------------------------------------------------------------- |  | --
|                  |  |                                                                                        
|Item 1.           |  | Financial Statements                                                                    |  |   
|                  |  |                                                                                        
|                  |  | Statement of Income for the Three and Six Months Ended June 30, 2003 and 2002           |  | 3 
|                  |  |                                                                                        
|                  |  | Balance Sheet as of June 30, 2003 and December 31, 2002                                 |  | 4 
|                  |  |                                                                                        
|                  |  | Statement of Cash Flows for the Six Months Ended June 30, 2003 and 2002                 |  | 5 
|                  |  |                                                                                        
|                  |  | Statement of Changes in Members Equity for the Six Months Ended June 30, 2003 and 2002 |  | 6 
|                  |  |                                                                                        
|                  |  | Notes to Financial Statements                                                           |  | 7 
|                  |  |                                                                                        
|Item 2.           |  | Managements Discussion and Analysis of Results of Operations and Financial Condition   |  | 10
|                  |  |                                                                                        
|Item 4.           |  | Controls and Procedures                                                                 |  | 11
|                  |  |                                                                                        
|Part II.          |  | Other Information                                                                       |  |   
|                  |  |                                                                                        
|Item 6.           |  | Exhibits and Reports on Form 8-K                                                        |  | 12
|                  | 
|Signature         |  | 13                                                                                     
|                  | 
|Index to Exhibits |  | 14                                                                                     



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Part I.    FINANCIAL INFORMATION



Item 1.    Financial Statements





Main Place
Funding, LLC



Statement of Income

(Dollars in Thousands)

|                                                           |  | Three MonthsEnded June 30 |        | Six MonthsEnded June 30
|---------------------------------------------------------- |  | ------------------------- | ------ | -----------------------
|                                                           |  | 2003                      |        | 2002                   
|                                                          
|Income                                                     |  |                           |        |                        
|Interest and fees on loans                                 |  | $                         |       |                        
|Interest on securities                                     |  |                           |       |                        
|Interest on time deposits placed                           |  |                           | 21,744 |                        
|Gain on sale of securities                                 |  |                           |       |                        
|Trading account profits and fees                           |  |                           | 468    |                        
|Release of allowance for credit losses                     |  |                           |       |                        
|                                                           |  |                           |        |                        
|Total income                                               |  | $                         | 22,212 |                        
|                                                           |  |                           |        |                        
|                                                           |  |                           |        |                        
|Expenses                                                   |  |                           |        |                        
|Interest on securities sold under agreements to repurchase |  |                           |       |                        
|Interest on long-term debt                                 |  |                           |       |                        
|Other operating expenses                                   |  |                           | 76     |                        
|                                                           |  |                           |        |                        
|Total expenses                                             |  |                           | 76     |                        
|                                                           |  |                           |        |                        
|Income before income taxes                                 |  |                           | 22,136 |                        
|Income tax expense                                         |  |                           | 7,969  |                        
|                                                           |  |                           |        |                        
|Net income                                                 |  | $                         | 14,167 |                        
|                                                           |  |                           |        |                        



See accompanying notes to financial
statements.



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Main Place Funding, LLC



Balance Sheet

(Dollars in Thousands)



|                                                |  | As of June 30 2003 |           | As of December 31 2002
|----------------------------------------------- |  | ------------------ | --------- | ----------------------
|                                               
|Assets                                          |  |                    |           |                       
|Cash and cash equivalents                       |  | $                  | 7,032,572 |                       
|Derivative trading account receivable           |  |                    | 36,502    |                       
|Interest receivable                             |  |                    | 195       |                       
|Other assets                                    |  |                    |          |                       
|                                                |  |                    |           |                       
|Total assets                                    |  | $                  | 7,069,269 |                       
|                                                |  |                    |           |                       
|                                                |  |                   
|Liabilities                                     |  |                    |           |                       
|Due to affiliates                               |  | $                  | 175,580   |                       
|Derivative trading account payable to affiliate |  |                    | 27,497    |                       
|Other liabilities                               |  |                    | 80        |                       
|                                                |  |                    |           |                       
|Total liabilities                               |  |                    | 203,157   |                       
|                                                |  |                    |           |                       
|                                                |  |                   
|Members Equity                                 |  |                    |           |                       
|Contributed equity                              |  |                    | 4,770,337 |                       
|Undistributed income                            |  |                    | 2,095,775 |                       
|                                                |  |                    |           |                       
|Total members equity                           |  |                    | 6,866,112 |                       
|                                                |  |                    |           |                       
|Total liabilities and members equity           |  | $                  | 7,069,269 |                       
|                                                |  |                    |           |                       



See accompanying notes to financial
statements.



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Main Place Funding, LLC



Statement of Cash Flows

(Dollars in Thousands)



|                                                                                    |  | Six Months EndedJune 30 |           
|----------------------------------------------------------------------------------- |  | ----------------------- | ----------
|                                                                                    |  | 2003                    |           
|                                                                                   
|Operating Activities                                                                |  |                         |           
|Net income                                                                          |  | $                       | 35,852    
|Reconciliation of net income to net cash (used in) provided by operating activities |  |                         |           
|Gain on sale of securities                                                          |  |                         |          
|Provision for credit losses                                                         |  |                         |          
|Deferred income tax benefit expense                                                 |  |                         |          
|Net decrease in derivative trading accounts receivable                              |  |                         | 881       
|Net decrease in interest receivable                                                 |  |                         | 4,240     
|Net increase in accounts receivable from affiliates                                 |  |                         |          
|Net (decrease) increase in due to affiliates                                        |  |                         | (880,363  
|Net decrease in derivative trading account payable to affiliate                     |  |                         | (671      
|Other operating activities, net                                                     |  |                         | 128       
|                                                                                    |  |                         |           
|Net cash (used in) provided by in operating activities to affiliates                |  |                         | (839,933  
|                                                                                    |  |                         |           
|                                                                                    |  |                        
|Investing Activities                                                                |  |                         |           
|Proceeds from maturities of securities held-to-maturity                             |  |                         |          
|Proceeds from sales and maturities of securities available-for-sale                 |  |                         |          
|Purchase of securities available for sale                                           |  |                         |          
|Net increase in time deposits placed with affiliates                                |  |                         |          
|Collections of loans outstanding                                                    |  |                         |          
|Proceeds from sales of loans to affiliates                                          |  |                         |          
|                                                                                    |  |                         |           
|Net cash provided by investing activities                                           |  |                         |          
|                                                                                    |  |                         |           
|                                                                                    |  |                        
|Financing Activities                                                                |  |                         |           
|Net decrease in securities sold under agreements to repurchase                      |  |                         |          
|Retirement of Long term Debt                                                        |  |                         |          
|Distribution of Capital to Parent                                                   |  |                         | (7,489,111
|                                                                                    |  |                         |           
|Net cash used in financing activities                                               |  |                         | (7,489,111
|                                                                                    |  |                         |           
|Net (decrease) increase in cash and cash equivalents                                |  |                         | (8,329,044
|Cash and cash equivalents at beginning of period                                    |  |                         | 15,361,616
|                                                                                    |  |                         |           
|Cash and cash equivalents at end of period                                          |  |                         | 7,032,572 
|                                                                                    |  |                         |           



See accompanying notes to financial
statements.



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Main Place Funding, LLC



Statement of Changes in Members Equity

(Dollars in Thousands)



|                             |  | ContributedEquity |            |   | UndistributedIncome |   | AccumulatedOtherComprehensiveIncome (Loss) (1) |  |   | TotalMembersEquity |   |  | ComprehensiveIncome (Loss) |           
|---------------------------- |  | ----------------- | ---------- | - | ------------------- | - | ---------------------------------------------- |  | - | ------------------- | - |  | -------------------------- | ----------
|                            
|Balance on December 31, 2001 |  | $                 | 13,395,436 |   |                     | $ | 1,801,675                                      |  | $ | 17,527              |   |  | $                          | 15,214,638
|Net income                   |  |                   |           |   |                     |   | 151,732                                        |  |   |                    |   |  |                            | 151,732   
|Other comprehensive income   |  |                   |           |   |                     |   |                                               |  |   | (9,294              | ) |  |                            | (9,294    
|                             |  |                   |            |   |                     |   |                                                |  |   |                     |   |  |                            |           
|Comprehensive income         |  |                   |           |   |                     |   |                                               |  |   |                    |   |  |                            |          
|                             |  |                   |            |   |                     |   |                                                |  |   |                     |   |  |                            |           
|Balance on June 30, 2002     |  | $                 | 13,395,436 |   |                     | $ | 1,953,407                                      |  | $ | 8,233               |   |  | $                          | 15,357,076
|                             |  |                   |            |   |                     |   |                                                |  |   |                     |   |  |                            |           
|                             |  |                   |            |   |                    
|Balance on December 31, 2002 |  | $                 | 12,259,448 |   |                     | $ | 2,059,923                                      |  | $ |                    |   |  | $                          | 14,319,371
|Net income                   |  |                   |           |   |                     |   | 35,852                                         |  |   |                    |   |  |                            | 35,852    
|                             |  |                   |            |   |                     |   |                                                |  |   |                     |   |  |                            |           
|Comprehensive income         |  |                   |           |   |                     |   |                                               |  |   |                    |   |  |                            |          
|                             |  |                   |            |   |                     |   |                                                |  |   |                     |   |  |                            |           
|Distributions                |  |                   | (7,489,111 | ) |                     |   |                                               |  |   |                    |   |  |                            | (7,489,111
|Balance on June 30, 2003     |  | $                 | 4,770,337  |   |                     | $ | 2,095,775                                      |  | $ |                    |   |  |                            | 6,866,112 
|                             |  |                   |            |   |                     |   |                                                |  |   |                     |   |  |                            |           



(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.



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Main Place Funding, LLC

Notes to Financial Statements



Note 1 
Description of Business



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



Main Place was established originally as a Maryland real estate investment trust to
consolidate the acquisition, holding and management of certain closed-end residential mortgage loans owned by certain affiliates of the Corporation. 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, filed under cover of Form 8-K, which removed certain restrictions on the business activities of Main Place and permitting 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 contracts with third parties, including financial warranty agreements (as described below). As of June 30, 2003, Main Place has entered into
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 the financial statements is unaudited. In the opinion of
management, all normal recurring adjustments necessary for a fair statement of the interim period results have been made. Certain prior period amounts have been reclassified to conform to current period classifications. The accompanying financial
statements have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States requires
management to make estimates and assumptions that affect reported amounts and disclosures. Actual results could differ from these estimates. Significant estimates made by management are discussed in these footnotes as applicable. Accounting policies
followed in the presentation of interim financial results are presented in Note 2 on pages 16 to 18 of the Annual Report on Form 10-K for the year ended December 31, 2002.



Recently Issued Accounting Pronouncements



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



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



Note 3  Derivatives  Financial Warranty Agreements



Main Place has entered into the business of entering into financial warranty agreements with third parties. As of June 30, 2003, Main Place has entered into three
financial warranty agreements with third party trusts, in an aggregate amount of $750.2 million. 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 profits and fees from these agreements totaled $468 thousand for the second quarter of 2003.



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., filed under cover of Form 8-K dated as of October 21, 2002. 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, filed on the third quarter 10-Q as Exhibit 10.1. 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., filed under cover of Form
8-K dated as of October 21, 2002. 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, filed on the third quarter 10-Q as Exhibit 10.2. 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 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., filed under cover of Form 8-K dated as of October 21, 2002. 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.



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On November 13, 2002, Main Place entered into a financial warranty agreement with the Parent, filed on the third quarter
10-Q as Exhibit 10.3. Under the terms of this agreement, the Parent provided a financial warranty in favor of Main Place in the amount of up to $335.8 million, corresponding to Main Places obligations under the financial warranty in favor of
Merrill Lynch Principal Protected Trust, on behalf of its series Merrill Lynch Basic Value Principal Protected Fund.



Main Place structures these financial warranties to include investment constraints and certain pre-defined triggers that would require the underlying assets or portfolio
of the trust to be liquidated and invested in zero-coupon bonds that mature at a preset future date. Main Place is required to fund any shortfall at the preset future date between the value of the trusts assets and a preset amount. These
financial warranties are booked as derivatives and marked to market in the trading portfolio. As stated above, as of June 30, 2003 the notional amount of these financial warranties with third party trusts totaled $750.2 million. Main Place has never
made a payment under these products and management believes that the probability of payments under these financial warranties is remote.



Note 4  Affiliate Transactions



Main Place maintains its cash and cash equivalent accounts with the Parent. As of June 30, 2003 and December 31, 2002, Main Place had $7.0 billion and $14.3 billion,
respectively, of time deposits placed with the parent. Remaining amounts disclosed within cash and cash equivalents represent cash balances maintained with the Parent. Interest income on time deposits placed with the Parent for the three and six
months ended June 30, 2003 was $21.7 million and $55.7 million, respectively, compared to $52.2 million and $102.0 million 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 of $750.2 million, which corresponds with Main Places obligations under financial warranty agreements in favor of third parties. During the second quarter of 2003, Main Place paid $1.1 million of fees to the Parent
related to these agreements.



Due to affiliates as of June 30, 2003 and
December 31, 2002 were $175.6 million and $1.1 billion respectively. The June 30, 2003 balance is composed entirely of income tax payable to the Parent. The December 31, 2002 balance was composed primarily of a $900.5 million payable that was a
result of an operational error made during the distribution of loans to the Parent in December 2002. The $900.5 million payable was settled during January of 2003.



The Parent performs all of the operational services for Main Place and since Main Place is a wholly owned subsidiary of the Parent, no
charges are incurred by Main Place. Main Place would be required to pay for these services if a party other than the Parent performed them.



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 have 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.



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Short-Term Financial Instruments



The carrying value of short-term financial instruments, including cash and cash equivalents, repurchase agreements, accounts receivable from
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 that
approximate market.



Derivatives



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



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



Prior to October 2002, Main Place was engaged in the business of consolidating, holding and managing certain closed-end residential mortgage loans owned by certain
affiliates of Bank of America Corporation, Main Places indirect corporate parent. In October 2002, Main Place ceased these prior business activities and entered into the business of entering into financial warranty agreements in favor of third
parties for a fee. Accordingly, Main Places results of operations and financial condition as of and for the three and six months ended June 30, 2003 and 2002 are not comparable and should not be relied upon as indicative of future comparative
periods.



Total net income for the second quarter and first six months of 2003
was $14.2 million and $35.9 million, respectively, representing a decrease of $51.8 million and $115.9 million from the corresponding periods in 2002. The decrease was primarily a result of the change in business activities of Main Place, as the
remaining loan and available-for-sale securities portfolios were distributed to the Parent on December 20, 2002. Due to the distribution, no loans or securities income was recorded in the first six months of 2003. Income tax expense for the second
quarter and first six months of 2003 was $8.0 million and $20.2 million, respectively, compared to $37.1 million and $85.3 million, respectively, from the corresponding periods in 2002.



Total income for the second quarter and first six months of 2003 was $22.2 million and $56.2 million, respectively, representing a decrease
of $93.2 million, and $207.6 million, respectively from the corresponding periods in 2002. The decrease was primarily a result of the change in business activities of Main Place, as the remaining loan and available-for-sale securities portfolios
were distributed to the Parent on December 20, 2002. Due to the distribution, no loans or securities income was recorded in the first six months.



Total expenses (excluding income taxes) for the second quarter and first six months of 2003 were $76 thousand and $174 thousand respectively, representing a decrease of
$12.2 million and $26.6 million compared to the same periods in 2002. The decrease includes a decline in interest expense on securities sold under agreement to repurchase of $1.4 million and $3.2 million, respectively, resulting from the termination
of the repurchase agreements in conjunction with the securities distribution to the Parent. Interest expense on long-term debt also declined $7.8 million and $16.1 million respectively, as Main Place repaid its remaining debt obligations on May 28,
2002. Due to the distribution of loans to the Parent, no servicing fees on loans were recorded for the first six months of 2003. Servicing fees paid to the Parent approximated $3.1 million and $7.5 million for the second quarter and first six months
of 2002 and were included in other operating expenses.



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Critical Accounting Estimates and Principles



Main Places significant accounting principles are presented in Note 2 on page 16-18 of the Annual Report on Form 10-K for the year
ended December 31, 2002 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 critical 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.



Trading Assets and Liabilities



Main Place engages in trading-related activities. Trading positions recorded on the balance
sheet are at fair value. Valuations for derivative assets and liabilities not traded on an exchange, or over the counter, are obtained using mathematical models that require inputs of external rates and prices to generate continuous yield or pricing
curves used to value the positions. Pricing risk is greater for positions with either option-based or longer-dated attributes where inputs are not readily available and model-based extrapolations of rate and price scenarios are used to generate
valuations. In these situations, this risk is mitigated through the use of valuation adjustments.



Accrued Taxes



Main Place estimates tax
expense based on the amount it expects to owe various tax authorities. Accrued taxes represent the net estimated amount due or to be received from taxing authorities. In estimating accrued taxes, Main Place assesses the relative merits and risks of
the appropriate tax treatment of transactions taking into account statutory, judicial and regulatory guidance in the context of its tax position.



Item 4.    Controls and Procedures



Pursuant to Rule 15d-15(b) under the Securities Exchange Act of 1934, Main Place carried out an evaluation, with the participation of Main Places management, including Main Places President and Principal Financial and Accounting
Officer, of the effectiveness of Main Places disclosure controls and procedures (as defined under Rule 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based upon that evaluation, Main
Places President and Principal Financial and Accounting Officer, concluded that Main Places disclosure controls and procedures are effective in timely alerting them to material information relating to Main Place required to be included
in Main Places periodic SEC filings. There has been no change in Main Places internal control over financial reporting during the quarter ended June 30, 2003 that has materially affected, or is reasonably likely to materially affect,
Main Places internal control over financial reporting.



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Part II.    OTHER INFORMATION



Item 6.    Exhibits and Reports on Form 8-K



(a)  Exhibits:



| | 31.1 |  | Certification of President pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
| | ---- |  | ------------------------------------------------------------------------------------



| | 31.2 |  | Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
| | ---- |  | ---------------------------------------------------------------------------------------------------------------------



| | 32.1 |  | Certification of President pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------



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

(b)  Reports on Form 8-K:



None.



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SIGNATURE



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



|                      |  |  |  | Main Place Funding, LLC
|--------------------- |  |  |  | -----------------------
|                      |  |  | 
|Date: August 14, 2003 |  |  |  | By:                    
|                      |  |  |  |                        







13



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Main Place Funding, LLC

Form 10-Q

Index to Exhibits



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



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