UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                  Form 10-K
(Mark one)

      [x]  ANNUAL  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE
           SECURITIES  EXCHANGE  ACT OF 1934
           For the  fiscal  year  ended December 31, 1999

                                    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)


Securities registered pursuant to Section 12(b) of the Act:   NONE

Securities registered pursuant to Section 12(g) of the Act:   NONE

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 if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ x ]

On March 23, 2000, there were no shares of common stock outstanding. As of March
23, 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 I(1)(a) and
(b) OF FORM 10-K AND IS THEREFORE  FILING THIS FORM WITH THE REDUCED  DISCLOSURE
FORMAT.

Documents incorporated by reference:        NONE
<PAGE>



                                  PART I

Item 1.  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.

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. 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 limited  liability
company.  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.

Item 2.  PROPERTIES

Main Place does not own or lease any physical property.

Item 3.  LEGAL PROCEEDINGS

Main Place has no legal actions or proceedings pending against it.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Omitted in accordance with General Instruction I to Form 10-K.

                                     PART II

Item 5.  MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
         MATTERS

There is no common stock  outstanding  for Main Place.  During 1999,  Main Place
paid distributions of $12.0 billion.  During 1998, Main Place paid distributions
of $10.0 billion. In addition,  during 1998 all MPREIT Class B Trust Shares were
converted  into rights to receive  cash.  All  outstanding  MPREIT Class A Trust
Shares were cancelled.
                                   2
<PAGE>

Item 6.  SELECTED FINANCIAL DATA

Omitted in accordance with General Instruction I to Form 10-K.

Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
         FINANCIAL CONDITION

Total net income was $1.3 billion and $1.8 billion for the years ended  December
31, 1999 and 1998, respectively.  The decrease primarily resulted from decreases
in interest income and decreased gains on sales of securities,  partially offset
by a decrease in interest expense and the elimination of income tax expense. The
absence of income tax  expense  for the year ended  December  31, 1999 is due to
Main Place's  reorganization  as a limited liability company during 1998. Income
tax expense was $562.6 million for the year ended December 31, 1998.  Income tax
expense for the years ended December 31, 1999 and 1998 on a pro-forma  basis was
$457.2 million and $736.9 million, respectively.

Total income for the year ended December 31, 1999 was $1.8 billion, representing
a decrease of $1.7 billion compared to 1998. The decrease  includes a decline in
interest income from the securities portfolio of $913.8 million,  resulting from
a reduction of $13.2 billion in the average balance of the securities portfolio.
The  decrease  also  includes  declines in interest on time  deposits  placed of
$414.0  million,  resulting  from a reduction of $6.8 billion in the  respective
average balances, as well as a 55 basis point decrease in average yields to 4.92
percent.  Interest  and fees on loans  also  declined  $193.4  million  due to a
consistent  reduction in the loan  portfolio.  The  remaining  decrease in total
income for the year ended  December  31, 1999 is the result of a $157.2  million
decrease in gains on sales of available-for-sale securities.

Total  expenses  (excluding  income taxes) for the year ended  December 31, 1999
were $506.9 million, representing a decrease of $594.1 million compared to 1998.
The decrease  includes a decline in interest  expense on  securities  sold under
agreements to repurchase of $572.5  million,  resulting from a reduction of $9.9
billion in average  borrowings,  as well as a 53 basis point decrease in average
rates to 4.94 percent.  The decrease also includes a decline in interest expense
on long-term debt of $6.0 million for the year ended December 31,1999, resulting
from a 35 basis point  decrease in average rates to 5.61  percent.  In addition,
other operating  expense,  which primarily consists of mortgage servicing costs,
decreased $15.2 million, resulting from the reduction in the average balances of
mortgage loans outstanding in 1999.

Main Place made no provision for credit  losses for the year ended  December 31,
1999 due to the decline in the  average  balance of the loan  portfolio  in 1999
compared to 1998 and the $26.7 million decrease in nonperforming  loans to $83.1
million  at  December  31,  1999  compared  to the same  period in 1998.  Future
economic conditions and changes in the loan portfolio may increase nonperforming
loans and, accordingly, the level of the allowance for credit losses. The nature
of the process by which Main Place  determines  the  appropriate  allowance  for
credit losses  requires the exercise of considerable  judgment.  After review of
all relevant matters affecting loan collectibility, management believes that the
allowance for credit losses is appropriate given its analysis of incurred credit
losses at December 31, 1999.

Bank of America Technology & Operations,  Inc. (formerly  NationsBanc  Services,
Inc.), a subsidiary of Bank of America, N.A., provides data processing and other
support   services  to  Main  Place  and  certain  other   subsidiaries  of  the
Corporation. These services included the completion of substantially all of Main
Place's Year 2000  software  conversion  projects as of December  31, 1999.  The
related costs,  which are expensed when billed, are included in "Other operating
expenses." Bank of America  Technology & Operations,  Inc. is reimbursed through
affiliate allocations to the other subsidiaries. For further information related
to the Corporation's Year 2000 efforts, refer to the section entitled "Year 2000
Project"  in the  Corporation's  Annual  Report on Form 10-K for the year  ended
December 31, 1999.
                                   3
<PAGE>

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial  statements and financial statement schedule required by this Item
are listed in the Index to Financial Statements.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
         AND FINANCIAL DISCLOSURE

There were no changes in or  disagreements  with  accountants  on accounting and
financial disclosures.

                                    PART III

Item 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Omitted in accordance with General Instruction I to Form 10-K.

Item 11.   EXECUTIVE COMPENSATION

Omitted in accordance with General Instruction I to Form 10-K.

Item 12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
           MANAGEMENT

Omitted in accordance with General Instruction I to Form 10-K.

Item 13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Omitted in accordance with General Instruction I to Form 10-K.

                                     PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

        a. The financial  statements and financial  statement schedule listed
           in the  Index to  Financial  Statements  are filed as part of this
           report.
        b. No reports on Form 8-K were filed during the quarter ended
           December 31, 1999.
        c. The  exhibits filed as part of this report are listed in the Index to
           Exhibits.

                                   4

<PAGE>


                                   SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) 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: March 23, 2000                         /s/ John E. Mack
                                             -----------------------
                                             John E. Mack
                                             President
                                             (Principal Executive Officer)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in the capacities and on the dates indicated.

Signature                         Title                          Date


 /s/ John E. Mack                President                       March 23, 2000
---------------------------      (Principal Executive
    John E.  Mack                Officer)


 /s/ Susan R. Faulkner           Treasurer and Senior Vice       March 23, 2000
--------------------------       Predident / Principal
    Susan R.Faulkner             Financial and
                                 Accounting Officer
                                 (Principal Financial and
                                 Duly Authorized Officer)

Bank of America, N.A.



By: /s/ John E. Mack             Managing Member                 March 23, 2000
  ---------------------
       John E. Mack

Main Place Trust



By: /s/ John E. Mack             Special Managing                March 23, 2000
  ----------------------         Member
       John E. Mack
      Business Trustee

                                   5
<PAGE>
 <TABLE>
<CAPTION>
                                MAIN PLACE FUNDING, LLC
                              INDEX TO FINANCIAL STATEMENTS

<S>                                                                                                           <C>
                                                                                                              Page
   Report of Independent Accountants                                                                            7

Financial Statements:

      Statement of Income for the Years Ended December 31, 1999, 1998 and 1997                                  8

      Balance Sheet at December 31, 1999 and 1998                                                               9

      Statement of Cash Flows for the Years Ended December 31, 1999, 1998 and 1997                             10

      Statement of Changes in Members' and Shareholders' Equity for the Years Ended December 31,               11
         1999, 1998 and 1997

Notes to Financial Statements                                                                                  12

Financial Statement Schedules:

      Report of Independent Accountants on Financial Statement Schedule                                        23
      Schedule IV - Mortgage Loans on Real Estate                                                              24
</TABLE>
                                   6
<PAGE>

                       Report of Independent Accountants

To the Members of  Main Place Funding, LLC

In our opinion,  the  accompanying  balance sheet and the related  statements of
income,  of  changes  in  members'  and  shareholders'  equity and of cash flows
present fairly, in all material  respects,  the financial position of Main Place
Funding,  LLC (the  "Company") at December 31, 1999 and 1998, and the results of
its  operations  and its cash  flows for each of the three  years in the  period
ended  December 31, 1999, in conformity  with  accounting  principles  generally
accepted in the United States. These financial statements are the responsibility
of the  Company's  management;  our  responsibility  is to express an opinion on
these financial statements based on our audits. We conducted our audits of these
statements  in  accordance  with auditing  standards  generally  accepted in the
United  States,  which  require  that we plan and  perform  the  audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the  amounts  and  disclosures  in  the  financial  statements,   assessing  the
accounting  principles  used and significant  estimates made by management,  and
evaluating the overall  financial  statement  presentation.  We believe that our
audits provide a reasonable basis for the opinion expressed above.

/s/  PricewaterhouseCoopers LLP
-------------------------------

PricewaterhouseCoopers LLP
Charlotte, North Carolina
March 16, 2000

                                   7
<PAGE>

<TABLE>
<CAPTION>
Main Place Funding, LLC
Statement of Income
(Dollars in Thousands)


                                                                                Year Ended December 31
                                                                 -----------------------------------------------------
                                                                           1999              1998             1997
----------------------------------------------------------------------------------------------------------------------
<S>                                                                      <C>             <C>               <C>
Income:
    Interest and fees on loans                                           $917,468        $1,110,868        $1,059,949
    Interest on securities                                                431,486         1,345,293           472,836
    Interest on time deposits placed                                      371,059           785,030           370,722
    Gains on sales of securities                                           44,064           201,236            22,752
                                                                 -----------------------------------------------------
       Total income                                                     1,764,077         3,442,427         1,926,259
                                                                 -----------------------------------------------------

Expenses:
   Interest on securities sold under agreements to repurchase             289,842           862,302           357,610
   Interest on long-term debt                                             191,274           197,245           241,921
   Provision for credit losses                                                  -               400                 -
   Other operating expense                                                 25,820            41,054            32,576
                                                                 -----------------------------------------------------
      Total expense                                                       506,936         1,101,001           632,107
                                                                 -----------------------------------------------------
Income before income taxes                                              1,257,141         2,341,426         1,294,152
Income tax expense                                                              -           562,622           452,953
                                                                 -----------------------------------------------------
Net income                                                             $1,257,141       $ 1,778,804        $  841,199
                                                                 =====================================================

See accompanying notes to financial statements.
</TABLE>
                                   8
<PAGE>
<TABLE>
<CAPTION>


Main Place Funding, LLC
Balance Sheet
(Dollars in Thousands)
                                                                                               December 31
                                                                                ----------------------------------------
                                                                                       1999                  1998
------------------------------------------------------------------------------------------------------------------------
<S>                                                                               <C>                    <C>
Assets
   Cash and cash equivalents                                                      $   901,145            $ 2,219,988
   Time deposits placed with affiliates                                             5,000,000             12,000,000
   Securities:
       Available-for-sale                                                           2,858,278              8,794,598
       Held-for-investment, at cost (market value $45,406 and $201,220)                45,364                201,190
                                                                                --------------------------------------
           Total securities                                                         2,903,642              8,995,788
                                                                                --------------------------------------

   Loans, net of unearned income                                                   12,328,216             13,092,178
   Allowance for credit losses                                                        (35,988)               (37,599)
                                                                                ---------------------------------------
       Loans, net of unearned income and allowance for credit losses               12,292,228             13,054,579
   Interest receivable                                                                 80,083                127,536
   Accounts receivable from affiliates                                                 19,249                460,734
   Other assets                                                                        14,514                 92,281
                                                                                ---------------------------------------
     Total assets                                                                 $21,210,861           $ 36,950,906
                                                                                =======================================

Liabilities
    Accrued expenses                                                              $     3,818           $        933
    Accrued expenses due to affiliate                                                 578,249                590,623
    Securities sold under agreements to repurchase from affiliates                  2,557,522              8,658,818
    Current portion of long-term debt                                               2,500,000                      -
    Long-term debt                                                                  1,499,945              2,499,879
                                                                                ----------------------------------------
       Total liabilities                                                            7,139,534             11,750,253
                                                                                ----------------------------------------

Members' Equity
     Contributed equity                                                            13,395,436             24,980,572
     Undistributed income                                                             722,217                      -
     Accumulated other comprehensive income (loss)                                    (46,326)               220,081
                                                                                ----------------------------------------
       Total members' equity                                                       14,071,327             25,200,653
                                                                                ----------------------------------------
         Total liabilities and members' equity                                    $21,210,861            $36,950,906
                                                                                ========================================

See accompanying notes to financial statements.
</TABLE>
                                   9
<PAGE>

<TABLE>
<CAPTION>
Main Place Funding, LLC
Statement of Cash Flows
(Dollars in Thousands)
                                                                                           Year Ended December 31
                                                                               ------------------------------------------------
                                                                                  1999              1998               1997
--------------------------------------------------------------------------------------------------------------------------------
  <S>                                                                         <C>               <C>                 <C>
  Operating Activities
   Net income                                                                 $1,257,141        $1,778,804          $841,199
   Reconciliation of net income to net cash provided by operating activities
     Gains on sales of securities                                                (44,064)         (201,236)          (22,752)
     Provision for credit losses                                                       -               400                 -
     Deferred income tax (benefit) expense                                             -           (33,567)           28,369
     Net decrease (increase) in interest receivable                               47,453           105,666          (141,366)
     Net decrease (increase) in accounts receivable from affiliates              441,485           169,668          (315,186)
     Net increase (decrease) in accrued expenses                                   2,885          (165,207)           48,612
     Net (decrease) increase in accrued expenses due to affiliate                (12,374)          476,887           112,837
     Other operating activities                                                   82,201           175,923          (152,598)
                                                                              ------------------------------------------------
           Net cash provided by operating activities                           1,774,727         2,307,338           399,115
                                                                              ------------------------------------------------

Investing Activities
   Proceeds from maturities of held-for-investment securities                    156,226           277,030           140,308
   Proceeds from sales and maturities of available-for-sale securities         5,779,228        16,701,252         2,276,101
   Purchases of available-for-sale securities                                    (50,892)       (1,337,677)       (3,063,523)
   Net decrease (increase) in time deposits placed with affiliates             7,000,000         5,950,000       (17,950,000)
   Purchases of loans                                                         (2,923,376)       (4,339,301)       (4,822,224)
   Collections of loans outstanding                                            3,546,540         5,928,302         2,389,677
                                                                              ------------------------------------------------
            Net cash provided by (used in) investing activities               13,507,726        23,179,606       (21,029,661)
                                                                              ------------------------------------------------

Financing Activities
    (Decrease) increase in securities sold under agreements to repurchase     (6,101,296)      (13,475,781)       22,134,599
    Issuances of long-term debt                                                1,500,000                 -         1,000,000
    Retirement of long-term debt                                                       -        (1,499,797)       (1,072,733)
    Redemption of Class B Trust Shares                                                 -            (1,100)                -
    Capital contribution from NationsBank, N.A.                                        -                 -            25,000
    Distribution                                                             (12,000,000)      (10,000,088)                -
    Cash dividends paid                                                                -                 -               (88)
                                                                              ------------------------------------------------
          Net cash (used in) provided by financing activities                (16,601,296)     (24,976,766)       22,086,778
                                                                              ------------------------------------------------

Net (decrease) increase in cash and cash equivalents                          (1,318,843)         510,178         1,456,232
Cash and cash equivalents at beginning of period                               2,219,988        1,709,810           253,578
                                                                              ------------------------------------------------
Cash and cash equivalents at end of period                                   $   901,145    $   2,219,988      $  1,709,810
                                                                              ================================================
Supplemental cash flow disclosure
    Cash paid for interest                                                   $   488,304    $   1,132,793      $    509,040
    Cash paid for income taxes                                                         -           33,792           478,886

Held-for-investment securities contributed from affiliate                    $         -    $           -      $    619,144
Available-for-sale securities contributed from affiliate                               -           75,182        19,585,750
Net loans contributed from affiliate                                                   -                -            16,019
Distribution of loans to members                                                 120,060                -                 -
Loans securitized and retained in the securities portfolio                             -        1,903,041           537,924

See accompanying notes to financial statements.

</TABLE>
                                   10
<PAGE>
<TABLE>
<CAPTION>

Main Place Funding, LLC
Statement of Changes in Members' and Shareholders' Equity
(Dollars in Thousands)
                                                                                               Accumulated      Total
                              Class A Class B Additional  Retained                                 Other     Members'and    Compre-
                               Trust   Trust   Paid-In    Earnings  Contributed  Undistributed Comprehensive Shareholders'  hensive
                               Shares  Shares  Capital    (Deficit)    Equity       Income    Income (Loss)(1)  Equity       Income
------------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>   <C>     <C>           <C>      <C>        <C>              <C>       <C>            <C>
Balance, December 31, 1996      $100  $1,100  $12,042,736   $(34,875)$          $                $ 8,530   $12,017,591
 Net income                                                  841,199                                           841,199    $ 841,199
 Other comprehensive income,
   net of tax                                                                                    158,677       158,677      158,677
                                                                                                                           ---------
 Comprehensive income                                                                                                      $999,876
                                                                                                                           =========
 Cash dividends paid                                             (87)                                              (87)
 Cash dividends paid to
     Bank of America, N.A.                                        (1)                                               (1)
 Net assets contributed by
     Bank of America, N.A.                     20,245,913                                                   20,245,913
 Other                                             33,247                                                       33,247
                               -----------------------------------------------------------------------------------------
Balance, December 31, 1997       100   1,100   32,321,896    806,236                             167,207    33,296,539
 Net income                                                1,778,804                                         1,778,804   $1,778,804
 Other comprehensive income,
   net of tax                                                                                     52,874        52,874       52,874
                                                                                                                           ---------
 Comprehensive income                                                                                                   $ 1,831,678
                                                                                                                           =========
 Net assets contributed by
     Bank of America, N.A.                         75,182                                                       75,182
 Distribution                         (1,100)  (7,415,048)(2,585,040)                                      (10,001,188)
 Other                                             (1,558)                                                      (1,558)
                              ------------------------------------------------------------------------------------------
 Balance prior to conversion
    to limited liability company 100       -   24,980,472          -           -         -       220,081    25,200,653
 Conversion to limited
    liability company           (100)         (24,980,472)            24,980,572                                     -
                              ------------------------------------------------------------------------------------------
Balance, December 31, 1998         -       -            -          -  24,980,572         -       220,081    25,200,653
 Net income                                                                      1,257,141                   1,257,141   $1,257,141
 Other comprehensive income,
   net of tax                                                                                   (266,407)     (266,407)    (266,407)
                                                                                                                           ---------
 Comprehensive income                                                                                                    $  990,734
                                                                                                                           =========
 Distribution                                                        (11,585,136) (534,924)                (12,120,060)
                                   -------------------------------------------------------------------------------------
Balance, December 31, 1999         -       -            -         -  $13,395,436  $722,217   $  (46,326)   $14,071,327
========================================================================================================================

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

See accompanying notes to financial statements.


</TABLE>
                                   11
<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. 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 limited  liability
company.  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

Basis of Presentation

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.  Certain prior period amounts have
been reclassified to conform to current period classifications.

Cash and Cash Equivalents

Cash and cash  equivalents  include  cash on hand,  cash items in the process of
collection and amounts due from affiliated banks.
                                   12
<PAGE>

Securities

Securities  are  classified  based  on  management's  intention  on the  date of
purchase.  Securities  which  management  has the intent and  ability to hold to
maturity are classified as  held-for-investment  and reported at amortized cost.
All other  securities  are  classified as available for sale and carried at fair
value  with net  unrealized  gains and  losses  included  in  accumulated  other
comprehensive income on an after tax basis.

Interest and dividends on  securities,  including  amortization  of premiums and
accretion of  discounts,  are included in interest  income.  Realized  gains and
losses  from  the  sales  of  securities  are  determined   using  the  specific
identification method.

Loans

Loans are reported at their outstanding  principal  balances net of any unearned
income, charge-offs, unamortized deferred fees and costs on originated loans and
premiums or  discounts  on  purchased  loans.  Unearned  income,  discounts  and
premiums are  amortized to income using  methods that  approximate  the interest
method.

Nonperforming Loans

Real estate secured  consumer loans are classified as  nonperforming  at 90 days
past due. The amount deemed to be  uncollectible on real estate secured loans is
charged off upon determination.  Interest accrued but not collected is generally
written off along with the principal.

Commercial  real estate  loans that are past due 90 days or more as to principal
and  interest,  or  where  reasonable  doubt  exists  as to  timely  collection,
including loans that are individually  identified as impaired, are classified as
nonperforming  loans  unless  well  secured  and in the  process of  collection.
Interest  accrued but not  collected is reversed  when a commercial  real estate
loan is classified  as  nonperforming.  Interest  collections  on  nonperforming
commercial real estate loans for which the ultimate  collectibility of principal
is uncertain are applied as principal  reductions.  Otherwise,  such collections
are credited to income when received.

Allowance for Credit Losses

The allowance for credit losses is available to absorb management's  estimate of
incurred  credit  losses in the loan  portfolio.  Additions to the allowance for
credit  losses are made by charges to the provision  for credit  losses.  Credit
exposures  deemed to be  uncollectible  are charged  against the  allowance  for
credit losses.  Recoveries of previously charged off amounts are credited to the
allowance for credit losses.

Main  Place  performs  periodic  and  systematic  detailed  reviews  of its loan
portfolios   to   identify   risks   inherent  in  and  to  assess  the  overall
collectibility of the portfolios.  The nature of the process by which management
determines the appropriate  allowance for credit losses requires the exercise of
considerable  judgement.  Certain  homogeneous  loan  portfolios  are  evaluated
collectively  based on individual  loan type,  while  remaining  portfolios  are
reviewed on an individual  loan basis.  These  detailed  reviews,  combined with
historical loss experience and other factors,  result in the  identification and
quantification  of  specific  allowances  and  loss  factors  which  are used in
determining the amount of the allowance for credit losses and related  provision
for credit  losses.  The actual amount of incurred  credit losses  confirmed may
vary from the estimate of incurred losses due to changing economic conditions or
changes in industry or geographic  concentrations.  Main Place has procedures in
place to  monitor  differences  between  estimated  and actual  incurred  credit
losses, which include detailed periodic assessments by senior management of both
individual  loans and credit  portfolios  and models used to  estimate  incurred
credit losses in those portfolios.
                                   13
<PAGE>

Foreclosed Properties

Loans are reclassified to foreclosed  properties upon actual foreclosure or when
physical possession of the collateral is taken regardless of whether foreclosure
proceedings have taken place.  Foreclosed properties are carried at the lower of
the recorded  amount of the loan for which the  foreclosed  property  previously
served as collateral or the fair value of the property less  estimated  costs to
sell. Prior to foreclosure,  the loan is written down, if necessary, by charging
the allowance for credit losses.

Subsequent  to  foreclosure,  gains or losses  on the sale of and  losses on the
periodic  revaluation  of  foreclosed  properties  are  credited  or  charged to
expense.  Net costs of  maintaining  and  operating  foreclosed  properties  are
expensed as incurred.

Securities Sold Under Agreements To Repurchase

Securities  sold under  agreements to repurchase  are treated as  collateralized
financing transactions and are recorded at the amounts which the securities were
sold plus accrued interest.

Income Taxes

Prior to the  merger of Main  Place  Holdings  Corporation  into  Main  Place on
October 15, 1998, the operating results of Main Place Holdings  Corporation were
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  the tax  position  of the
consolidated group.

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.

After October 14, 1998, Main Place is classified as a limited  liability company
and as such  does not  expect  to be  subject  to income  taxes.  Because  it is
disregarded  as an entity  separate from its owner for income tax purposes,  the
tax effect of Main  Place's  activities  are  expected to accrue to its members.
Accordingly,  the accompanying  financial statements do not reflect income taxes
subsequent to October 14, 1998; pro-forma income tax information is presented in
Note Seven as if Main Place had been  subject to income tax for the years  ended
December 31, 1999 and 1998.

On December  23, 1998,  MPREIT,  which was taxed as a  partnership  from May 20,
1998,  was merged  with and into Main  Place.  MPREIT was taxed as a real estate
investment trust from November 1, 1996 until May 19, 1998.

Recently Issued Accounting Pronouncement

In 1999,  the  Federal  Financial  Institution  Examination  Council  issued The
Uniform  Classification and Account Management Policy (the Policy) which updated
and  expanded  the  classification  of  delinquent  retail  credits.  The Policy
provides guidance on the treatment of delinquent  open-end and closed-end loans.
Main Place is required to implement the policy by December 31, 2000.  Main Place
does not expect the  adoption  of this  Policy to have a material  impact on its
results of operations or financial condition.
                                   14
<PAGE>
Note 3 - Securities

The  amortized  cost and  market  values of  held-for-investment  securities  at
December 31 were (dollars in thousands):
<TABLE>
<CAPTION>

                                                    1999
                       ----------------------------------------------------------------
                                            Gross          Gross
                          Amortized       Unrealized     Unrealized        Market
                            Cost            Gains          Losses           Value
                       ----------------  -------------  -------------  ----------------
<S>                           <C>                <C>           <C>            <C>
Mortgage-backed
  securities                  $ 45,364           $ 54          $ (12)         $ 45,406
                       ================  =============  =============  ================

</TABLE>
<TABLE>
<CAPTION>

                                                    1998
                       ----------------------------------------------------------------
                                            Gross          Gross
                          Amortized       Unrealized     Unrealized        Market
                            Cost            Gains          Losses           Value
                       ----------------  -------------  -------------  ----------------
<S>                          <C>                <C>           <C>            <C>
Mortgage-backed
  securities                 $ 201,190          $ 227         $ (197)        $ 201,220
                       ================  =============  =============  ================

</TABLE>

The  amortized  cost and  market  values  of  available-for-sale  securities  at
December 31 were (dollars in thousands):

<TABLE>
<CAPTION>
                                                         1999
                       -----------------------------------------------------------------------
                                               Gross           Gross
                           Amortized         Unrealized      Unrealized          Market
                              Cost             Gains           Losses             Value
                       -------------------  -------------  ---------------  ------------------
<S>                            <C>                <C>           <C>               <C>
Mortgage-backed
  securities                   $2,904,604         $3,423        $ (49,749)        $ 2,858,278
                       ===================  =============  ===============  ==================

</TABLE>
<TABLE>
<CAPTION>

                                                         1998
                       -------------------------------------------------------------------------
                                                Gross            Gross
                           Amortized          Unrealized       Unrealized          Market
                              Cost              Gains            Losses             Value
                       -------------------  ---------------  ---------------  ------------------
<S>                            <C>                <C>              <C>              <C>
Mortgage-backed
  securities                   $8,574,517         $224,796         $ (4,715)        $ 8,794,598
                       ===================  ===============  ===============  ==================

</TABLE>
                                  15
<PAGE>

Gross gains of approximately $44.1 million, $201.3 million and $22.9 million
were realized on sales of  available-for-sale  securities during 1999, 1998 and
1997, respectively.

The expected maturities of held-for-investment and available-for-sale securities
at December  31,  1999,  are  summarized  in the  following  tables  (dollars in
thousands).   Actual  maturities  may  differ  from  contractual  maturities  or
maturities shown below since borrowers may have the right to prepay  obligations
with or without prepayment penalties.

<TABLE>
<CAPTION>
                                                                        Held-for-Investment Securities

                                                                                                              Net
                                                            Amortized                 Market              Unrealized
                                                              Cost                    Value             Gains (Losses)
                                                        ------------------      -------------------     ----------------
<S>                                                              <C>                      <C>                      <C>
Due in one year or less                                          $ 29,836                 $ 29,835                 $ (1)
Due after one year through five years                                   -                        -                    -
Due after five years through ten years                             10,778                   10,819                   41
Due after ten years                                                 4,750                    4,752                    2
                                                        ------------------      -------------------     ----------------
                                                                 $ 45,364                 $ 45,406                 $ 42
                                                        ==================      ===================     ================


                                                                         Available-for-Sale Securities

                                                                                                              Net
                                                            Amortized                 Market              Unrealized
                                                              Cost                    Value             Gains (Losses)
                                                        ------------------      -------------------     ----------------

Due in one year or less                                           $ 1,904                  $ 1,870                $ (34)
Due after one year through five years                             254,806                  249,439               (5,367)
Due after five years through ten years                             86,360                   84,087               (2,273)
Due after ten years                                             2,561,534                2,522,882              (38,652)
                                                        ------------------      -------------------     ----------------
                                                               $2,904,604               $2,858,278             $(46,326)
                                                        ==================      ===================     ================

</TABLE>


During  1999,  1998  and  1997,  the  valuation   allowance  (net  of  tax)  for
available-for-sale    securities   (decreased)   increased   accumulated   other
comprehensive  income by ($266.4  million),  $52.9  million and $158.7  million,
respectively.
                                  16
<PAGE>
Note 4 - Loans

The following table presents the composition of loans at December 31 (dollars in
thousands):

<TABLE>
<CAPTION>
                                                                           1999                  1998
---------------------------------------------------------------------------------------------------------
<S>                                                                  <C>                    <C>
Residential mortgage                                                 $ 12,304,562           $ 13,052,858
Other consumer loans                                                       13,706                 21,997
Commercial real estate                                                      9,948                 17,323
                                                              -------------------- ----------------------
    Total loans, net of unearned income                              $ 12,328,216           $ 13,092,178
                                                              ==================== ======================

</TABLE>


Mortgage  loans  collateralizing  mortgage-backed  bonds were  comprised  of the
following at December 31 (dollars in thousands):
<TABLE>
<CAPTION>

                                                                           1999                  1998
---------------------------------------------------------------------------------------------------------
<S>                                                                   <C>                    <C>
Adjustable-rate                                                       $ 5,086,850            $ 2,419,756
Fixed-rate                                                              1,551,596              1,265,581
                                                              -------------------- ----------------------
   Total mortgage loans                                               $ 6,638,446            $ 3,685,337
                                                              ==================== ======================

</TABLE>


Transactions  in the allowance for credit losses for the years ended December 31
were as follows (dollars in thousands):

<TABLE>
<CAPTION>
                                                    1999           1998          1997
---------------------------------------------------------------------------------------
<S>                                               <C>            <C>          <C>
Balance, January 1                                $ 37,599       $ 41,412     $ 42,396
Net loans charged off                               (1,611)        (4,213)        (986)
Provision for credit losses                              -            400            -
Other                                                    -              -            2
                                           ----------------  -------------  -----------
Balance, December 31                              $ 35,988       $ 37,599     $ 41,412
                                           ================  =============  ===========

</TABLE>


Main Place had $83.1  million of  nonperforming  loans at December  31, 1999 and
$109.8 million at December 31, 1998. Foreclosed properties at December 31, 1999,
were $6.1 million compared to $9.1 million at December 31, 1998.

Note 5 - Affiliate Transactions

Main Place  maintains its cash and cash  equivalent  accounts with the Parent at
December  31,  1999.  Main  Place had $5.0  billion  and $12.0  billion  of time
deposits placed with the Parent for the years ended December 31, 1999, and 1998,
respectively.  Interest income on time deposits for the years ended December 31,
1999,  1998 and 1997 was $371.1  million,  $785.0  million  and $370.7  million,
respectively.

At December 31, 1999 and 1998,  Main Place had $19.2 million and $460.7 million,
respectively,  of accounts  receivable from  affiliates.  These  receivables are
related to mortgage  payments and securities  principal and interest payments in
process of collection, which generally clear within 30 days.

At December  31, 1999 and 1998,  Main Place had $2.6  billion and $8.7  billion,
respectively,  of U.S. government securities sold under agreements to repurchase
from the Parent and Banc of America Securities LLC, a wholly-owned subsidiary of
the  Corporation,  which mature on demand.  Interest expense on these securities
for the years ended December 31, 1999, 1998 and 1997 was $289.8 million,  $862.3
million  and $357.6  million,  respectively.  At  December  31,  1999,  both the
carrying  amount and the market value of the  underlying  securities  sold under
these  repurchase  agreements  were $2.6  billion.  At December  31,  1999,  the
interest rate on the $2.6 billion repurchase liability was 5.58%.
                                   17
<PAGE>

Main Place has entered into  agreements  with the Parent for the  servicing  and
administration of its mortgage loan portfolio. Servicing fees paid to the Parent
approximated $23.3 million,  $34.9 million and $31.3 million for the years ended
December  31,  1999,  1998 and 1997,  respectively,  and are  included in "Other
operating expense" on the accompanying statement of income.

From time to time, Main Place purchases certain mortgage loans originated by the
Parent.  Main Place  purchased  $2.9  billion,  $3.9 billion and $4.8 billion of
loans from the Parent for the years  ended  December  31,  1999,  1998 and 1997,
respectively.  In addition,  during 1998,  Main Place  purchased $425 million of
loans in the secondary market through the Parent.

Accrued  expenses due to  affiliate  as of December  31, 1999 and 1998  included
$571.9  million  of  allocated  income  taxes  payable to the  Corporation.  The
allocated  income  tax  liability  relates  to  periods  prior  to Main  Place's
conversion to a limited  liability  company on December 23, 1998. See Note Seven
of the financial statements for a further discussion of income taxes.

During  the  second  quarter  of 1999,  Main  Place  made a $12.0  billion  cash
distribution  of capital of which $11.9  billion was made to the Parent and $0.1
billion was made to Main Place Trust.  During the second  quarter of 1999,  Main
Place made a $120.1 million loan  distribution  of which $118.9 million was made
to the Parent and $1.2 million was made to Main Place Trust.  This  distribution
was recorded at the book value of the assets distributed.

During  the first  quarter  of 1998,  the Parent  contributed  $75.2  million in
available-for-sale  securities to Main Place.  This contribution was recorded at
the book value of the assets contributed.

During   1997,   the  Parent   contributed   approximately   $20.2   billion  in
mortgage-backed    securities   and   collateralized    mortgage    obligations,
approximately  $16.0 million of mortgage loans and $25.0 million in cash to Main
Place. The contributions  received by Main Place were recorded at the book value
of the assets contributed.

At December 31, 1999,  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 0.25 percent per annum  commitment fee on the unused portion of the
facility. There have been no borrowings under this agreement.

Bank of America  Technology &  Operations,  Inc.,  a  subsidiary  of the Parent,
provides data  processing  and other support  services to Main Place and certain
other subsidiaries of the Corporation. These services included the completion of
substantially all of Main Place's Year 2000 software  conversion  projects as of
December 31,  1999.  The related  costs,  which are  expensed  when billed,  are
included in "Other operating expenses" in the accompanying  statement of income.
Bank of America  Technology & Operations,  Inc. is reimbursed  through affiliate
allocations to the other subsidiaries.
                                   18
<PAGE>
Note 6 - Long-Term Debt

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 December 31, 1999, Main Place had the authority to
issue  approximately  $3.5  billion  of  securities  under  its  existing  shelf
registration statement.

The following  table displays the primary terms of Main Place's  1999-1,  1997-1
and 1995-2 mortgage-backed bonds at December 31, 1999 (dollars in thousands):
<TABLE>
<CAPTION>

                                                                                 Series               Series              Series
                                                                                 1999-1               1997-1              1995-2
                                                                                (Issued               (Issued             (Issued
                                                                               May 1999)            March 1997)        October 1995)
------------------------------------------------------------------------------------------------------------------------------------
<S>                                                                             <C>                  <C>                 <C>

Amount issued                                                                    $1,500,000           $1,000,000          $1,500,000
Reference rate                                                                  3-mo. LIBOR          3-mo. LIBOR         3-mo. LIBOR
                                                                                    +12 bps               +5 bps             +17 bps
Period-end interest rate                                                             6.221%               6.231%              6.393%
Maturity                                                                               2002                 2000                2000
Mortgage loans and cash collateralizing mortgage-backed bonds:
     Collateral - book value                                                     $2,577,026           $1,643,238          $2,561,419
     Collateral - discounted value                                               $1,958,194           $1,259,290          $1,851,803
     Collateral - approximate amount exceeding
          minimum indenture requirements                                           $375,694             $204,290            $269,303


</TABLE>

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

Interest expense on the Series 1999-1,  1997-1 and 1995-2  mortgage-backed bonds
for the year ended  December  31,  1999 was $191.3  million  compared  to $197.2
million and $227.9 million on the Series 1997-1, 1995-2 and 1995-1 bonds for the
years ended December 31, 1998 and 1997, respectively.

                                   19
<PAGE>
Note 7 - Income Taxes

Due to Main  Place's tax status as discussed in Note Two, no current or deferred
tax expense has been provided  after October 14, 1998.  Current and deferred tax
expenses are presented  below on a pro-forma basis for 1999 and 1998, as if Main
Place were subject to income  taxes.  The  components  of  pro-forma  income tax
expense  for the  years  ended  December  31,  1999 and 1998 and  income  tax as
provided for the period ended October 14, 1998 and year ended December 31, 1997,
respectively, were as follows (dollars in thousands):
<TABLE>
<CAPTION>

                                                                    Pro-Forma
                                                                    ---------
                                                              1999            1998            1998           1997
-------------------------------------------------------------------------------------  ----------------------------
<S>                                                         <C>            <C>            <C>             <C>
Current - expense
     Federal                                                $ 443,121      $ 738,910      $ 574,968       $424,584
     State                                                     27,158         31,268         21,221              -
                                                       --------------- --------------  -------------  -------------
                                                              470,279        770,178        596,189        424,584
                                                       --------------- --------------  -------------  -------------
Deferred - (benefit)/expense
     Federal                                                  (12,628)       (32,219)       (32,475)        27,277
     State                                                       (492)        (1,082)        (1,092)         1,092
                                                       --------------- --------------  -------------  -------------
                                                              (13,120)       (33,301)       (33,567)        28,369
                                                       --------------- --------------  -------------  -------------
     Total income tax expense                               $ 457,159      $ 736,877      $ 562,622       $452,953
                                                       =============== ==============  =============  =============

</TABLE>

A  reconciliation  of the  expected  federal  income tax  expense,  based on the
federal  statutory rate of 35 percent for 1999,  1998 and 1997, to the pro-forma
income tax  expense for the years  ended  December  31, 1999 and 1998 and to the
income tax expense provided for the period ended October 14, 1998 and year ended
December 31, 1997, respectively, is as follows (dollars in thousands):




<TABLE>
<CAPTION>
                                                                  Pro-Forma
                                                                 -----------
                                                            1999           1998            1998           1997
-------------------------------------------------------------------------------------  ----------------------------
<S>                                                         <C>            <C>            <C>             <C>
Expected federal tax expense                                $ 439,999      $ 819,499      $ 819,499       $452,953
Increase (decrease) in taxes resulting from
     Reorganization of subsidiary                                   -       (100,000)      (263,481)             -
     State tax expense, net of federal benefit                 17,160         19,242         12,702          1,092
     Other                                                          -         (1,864)        (6,098)        (1,092)
                                                       --------------- --------------  -------------  -------------
     Total income tax expense                               $ 457,159      $ 736,877      $ 562,622       $452,953
                                                       =============== ==============  =============  =============
</TABLE>
Significant  components  of Main  Place's  pro-forma  deferred  tax  assets  and
(liabilities) on December 31, are as follows (dollars in thousands):
<TABLE>
<CAPTION>


                                                            1999           1998
-------------------------------------------------------------------------------------
<S>                                                          <C>            <C>
Deferred tax liabilities
     Allowance for credit losses                             $ (2,336)      $ (1,750)
     Securities available for sale                                  -        (77,028)
     Other, net                                                     -         (8,924)
                                                       --------------- --------------
          Gross deferred tax liabilities                       (2,336)       (87,702)
                                                       --------------- --------------
Deferred tax assets
     Securities available for sale                             16,214              -
     Discount accretion                                         6,519          4,480
     Other, net                                                 2,743              -
                                                       --------------- --------------
          Gross deferred tax assets                            25,476          4,480
                                                       --------------- --------------

Net deferred tax assets/(liabilities)                        $ 23,140      $ (83,222)
                                                       =============== ==============

</TABLE>
Income taxes  previously  unremitted to the  Corporation  of $571.9  million are
included in the  accompanying  balance  sheet as of December  31, 1999 and 1998,
respectively.
                                   20
<PAGE>

Note 8 - 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.

Short-Term Financial Instruments

The carrying value of short-term financial instruments,  including cash and cash
equivalents,   repurchase  agreements,   accounts  receivable  from  affiliates,
interest  receivable and time deposits placed with affiliates,  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 30 days
and carry interest rates, which approximate market.

Loans

Fair values were  estimated for the loans based on type of loan,  credit quality
and maturity.  The fair value of loans was determined by  discounting  estimated
cash flows using interest rates  approximating the December 31 origination rates
of the Corporation and its affiliates for similar loans.  Contractual cash flows
for  residential  mortgage loans were adjusted for estimated  prepayments  using
published industry data. Where credit deterioration has occurred, cash flows for
fixed- and  variable-rate  loans  have been  reduced  to  incorporate  estimated
losses.  Where quoted  market  prices were  available,  such market  prices were
utilized as estimates of fair value.
                                   21
<PAGE>
Long-Term Debt

The Series  1995-2,  1997-1 and 1999-1  mortgage-backed  bonds are variable rate
instruments and the fair value  approximated book value at December 31, 1999 and
1998.

Held-for-Investment and Available-for-Sale Securities

The carrying  value of  held-for-investment  and  available-for-sale  securities
approximates the fair value.

The book and fair values of financial  instruments for which book and fair value
differed on December 31 were (dollars in thousands):

<TABLE>
<CAPTION>
                                                             1999                                     1998
                                             ---------------------------------------------------------------------------------
                                                    Book               Fair                 Book                 Fair
                                                   Value               Value               Value                 Value
------------------------------------------------------------------------------------------------------------------------------
<S>                                              <C>               <C>
Financial assets
   Loans, net of unearned income                 $12,328,216       $ 12,291,041          $ 13,092,178         $ 13,510,477
</TABLE>

For all other financial instruments, book value approximates fair value.

                                   22
<PAGE>


                      Report of Independent Accountants on
                          Financial Statement Schedule


To the Members of Main Place Funding, LLC

Our audits of the financial statements referred to in our report dated March 16,
2000 also included an audit of the Financial  Statement  Schedule listed in Item
14(a) of this Form 10-K.  In our  opinion,  this  Financial  Statement  Schedule
presents  fairly,  in all material  respects,  the information set forth therein
when read in conjunction with the related financial statements.


/s/ PricewaterhouseCoopers LLP
------------------------------

PricewaterhouseCoopers LLP
Charlotte, North Carolina
March 16, 2000
                                   23
<PAGE>
<TABLE>
<CAPTION>
Main Place Funding, LLC
Schedule IV - Mortgage Loans on Real Estate
December 31, 1999 (Dollars in Thousands)
--------------------------------------------------------------------------------------------------------------------------

                                                                                                          Principal Amount
                                                      Final                               Carrying        of Loans Subject
                                   Interest         Maturity          Periodic            Amount of       to Delinquent
         Description                 Rate             Date          Payment Terms       Mortgage Loans   Principal/Interest
----------------------------------------------------------------------------------------------------------------------------
<S>                                <C>                  <C>       <C>                        <C>                  <C>
Conventional loans original balance
     $0 to $50                     6.00% to 10.00%      Varies    Int and prin monthly       $ 483,832            $ 9,630
                                                                  Number of Loans               22,715                368
     $50 to $100                   6.00% to 10.00%      Varies    Int and prin monthly         990,439             21,781
                                                                  Number of Loans               17,104                374
     $100 to $150                  6.00% to 10.00%      Varies    Int and prin monthly         618,469             11,529
                                                                  Number of Loans                5,883                108
     $150 to $200                  6.00% to 10.00%      Varies    Int and prin monthly         394,976              3,601
                                                                  Number of Loans                2,614                 26
     Greater than $200             6.00% to 10.00%      Varies    Int and prin monthly         826,008              7,768
                                                                  Number of Loans                4,220                 39

Government loans original balance
     $0 to $50                     6.00% to 10.00%      Varies    Int and prin monthly           4,813                564
                                                                  Number of Loans                  125                 14
     $50 to $100                   6.00% to 10.00%      Varies    Int and prin monthly          27,406              1,296
                                                                  Number of Loans                  392                 21
     $100 to $150                  6.00% to 10.00%      Varies    Int and prin monthly           9,069                209
                                                                  Number of Loans                   80                  2
     $150 to $200                  6.00% to 10.00%      Varies    Int and prin monthly           1,221                  -
                                                                  Number of Loans                    8                  -
     Greater than $200             7.01% to 9.50%       Varies    Int and prin monthly               -                  -
                                                                  Number of Loans                    -                  -

Jumbo loans original balance
     Greater than $200             6.00% to 10.00%      Varies    Int and prin monthly       8,274,229             19,072
                                                                  Number of Loans               24,685                 61

Loans serviced by others           6.46% to 10.18%      Varies    Int and prin monthly         697,754              7,630
                                                                  Number of Loans                5,659                 75
-----------------------------------------------------------------                    -------------------------------------

Total mortgage loans on
   real estate                                                                            $ 12,328,216           $ 83,080
==========================================================================================================================

Total number of mortgage loans on
   real estate                                                                                  83,485              1,088
==========================================================================================================================


</TABLE>

 The loans in the table above are secured  primarily by single-family  dwellings
with  initial  maturities  ranging  from 15 to 30  years.  The  following  table
presents a summary of activity of loans, net of unearned  income,  for the years
ended December 31, 1999, 1998 and 1997.

                                    24
<PAGE>
<TABLE>
<CAPTION>

                                                         1999                      1998                    1997
                                                -----------------------   -----------------------  ---------------------
<S>                                                       <C>                       <C>                    <C>
Balance, beginning of period                              $ 13,092,178              $ 16,612,818           $ 14,704,375

Additions during the period
   Purchases of mortgage loans                               2,923,376                 4,339,301              4,822,224
   Loans contributed from affiliate                                  -                         -                 16,019
   Other                                                             -                         -                      -
                                                -----------------------   -----------------------  ---------------------
                                                             2,923,376                 4,339,301              4,838,243

Deductions during the period
  Collections of principal                                   3,547,343                 5,928,302              2,389,677
  Distribution of loans to members                             120,060                         -
  Loans securitized                                                  -                 1,903,041                537,924
  Other                                                         19,935                    28,598                  2,199
                                                -----------------------   -----------------------  ---------------------
                                                             3,687,338                 7,859,941              2,929,800
                                                -----------------------   -----------------------  ---------------------

Balance, close of period                                  $ 12,328,216              $ 13,092,178           $ 16,612,818
                                                =======================   =======================  =====================

</TABLE>

<PAGE>
<TABLE>
<CAPTION>
                                             Main Place Funding, LLC
                                                    Form 10-K
                                                Index to Exhibits
<S>                        <C>
Exhibit No.                         Description

2 (a)                      Agreement of Merger merging Main Place Holdings Corporation into Main Place Holdings,
                           LLC, dated as of October 15, 1998. (1)

2 (b)                      Agreement and Plan of Merger between Main Place Real Estate Investment Trust and Main
                           Place Funding, LLC, dated as of December 22, 1998.(1)

3 (a)                      Limited Liability Company Agreement of Main Place Holdings, LLC, dated as of October
                           15, 1998. (1)

3 (b)                      Amended and Restated Limited Liability Company Agreement of Main Place Funding, LLC,
                           dated as of December 14, 1998. (1)

4 (a)                      Indenture of Trust dated as of October 31, 1995, between Main Place Funding
                           Corporation and First Trust National Association, pursuant to which Main Place
                           Funding Corporation issued Mortgage-Backed Bonds, Series 1995-2. (incorporated by
                           reference from the Form 8-K previously filed on October 31, 1995)

4 (b)                      First Supplemental Indenture of Trust dated as of November 1, 1996 to Indenture of
                           Trust dated as of October 31, 1995 between Main Place Funding Corporation and First
                           Trust National Association, as Trustee. (incorporated by reference from the Form 10-Q
                           previously filed on November 14, 1996)

4 (c)                      Indenture of Trust dated as of March 18, 1997, between Main Place Funding Corporation
                           and First Trust National Association, as Trustee. (incorporated by reference from the
                           Form 10-Q previously filed on May 13, 1997)

4 (d)                      Second Supplemental Indenture of Trust, dated as of December 23, 1998, between Main
                           Place Funding, LLC and U.S. Bank Trust National Association, as Trustee, in
                           connection with the Indenture of Trust dated as of October 31, 1995.  (1)

4 (e)                      First Supplemental Indenture of Trust, dated as of December 23, 1998, between Main
                           Place Funding, LLC and U.S. Bank Trust National Association, as Trustee, in
                           connection with the Indenture of Trust dated as of March 18, 1997. (1)

4 (f)                      Indenture of Trust dated as of May 25, 1999, between Main Place Funding, LLC and U.S.
                           Bank National Association, as Trustee. (incorporated by reference from the Form 8-K
                           filed on May 25, 1999)

4 (g)                      Assignment and Assumption Agreement between NationsBank, N.A. and Main Place Trust,
                           dated as of December 14, 1998. (1)

4 (h)                      Trust Agreement of Main Place Trust, dated as of December 14, 1998. (1)

10 (a)                     Servicing Agreement dated as of July 18, 1995, between Main Place Funding Corporation
                           and NationsBanc Mortgage Corporation. (incorporated by reference from the Current
                           Report on Form 8-K previously filed on July 18, 1995)

10 (b)                     Servicing Agreement dated as of October 31, 1995, between Main Place Funding
                           Corporation and NationsBanc Mortgage Corporation. (incorporated by reference from the
                           Current Report on Form 8-K previously filed on October 31, 1995)

10 (c)                     Servicing Agreement dated November 1, 1996, between Main Place Real Estate Investment
                           Trust and NationsBanc Mortgage Corporation. (incorporated by reference from the
                           Quarterly Report on Form 10-Q previously filed on November 14,1996)

10 (d)                     Servicing Agreement dated as of November 1, 1996, between Main Place Real Estate
                           Investment Trust and NationsBank, N.A. (incorporated by reference from the Quarterly
                           Report on Form 10-Q previously filed on November 14,1996)

10 (e)                     Servicing Agreement dated as of March 18, 1997, between Main Place Funding
                           Corporation and NationsBanc Mortgage Corporation. (incorporated by reference from the
                           Quarterly Report on Form 10-Q previously filed on May 13, 1997)

10 (f)                     Servicing Agreement dated as of May 25, 1999, by and between Main Place Funding LLC
                           and Nationsbanc Mortgage Corporation. (incorporated by reference from the Form 8-K
                           filed on May 25, 1999)

12                         Ratio of Earnings to Fixed Charges.

23                         Consent of PricewaterhouseCoopers LLP.

27                         Financial Data Schedule.


(1)  Incorporated by reference from the Form 10-K previously filed on March 31, 1999.
(2)  Incorporated by reference from the Form 10-K previously filed on March 31, 1998.
</TABLE>