UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                        
                                   Form 10-K/A
     (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, 1997

                                       or

          [   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934
               For the transition period from __________ to __________

                         Commission File Number 33-82040

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

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

             100 North Tryon Street, 23rd Floor, Charlotte, NC 28255
             -------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

                                 (704) 388-7436
              ----------------------------------------------------
              (Registrant's telephone number, including area code)

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 ]

The aggregate market value of the registrant's Class B Trust Shares held by non-
affiliates is approximately $1.1 million (based on $10,000 per share par value).

On March 31, 1998, there were 100,000 shares of the registrant's Class A Trust
Shares outstanding and 110 shares of the registrant's Class B Trust Shares
outstanding.

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION 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
                                        

                       INFORMATION INCLUDED IN THE REPORT

     The Annual Report on Form 10-K dated December 31, 1997, and filed with the
Securities and Exchange Commission on March 31, 1998, is amended to amend and
restate the text of Item 8 and Item 14 in their entirety and to file 
Schedule IV - Mortgage Loans on Real Estate as follows:

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 and Supplementary Data on
page 5.

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 and Supplementary Data are filed as part
         of this report.
     b.  No reports on Form 8-K were filed during the quarter ended December 31,
         1997.
     c.  The exhibits filed as part of this report are listed in the Index to 
         Exhibits.


                                   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 Real Estate Investment Trust
                               ---------------------------------------
Date: April 30, 1998               /s/  Karin Hirtler-Garvey
                                   -----------------------------
                                   Karin Hirtler-Garvey
                                   Senior Vice President/
                                   Principal Accounting 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, Treasurer and       April 30, 1998
----------------           Trustee
John E.  Mack              (Principal Executive and
                           Financial Officer)

/s/ Karin Hirtler-Garvey   Senior Vice President/         April 30, 1998
------------------------   Principal Accounting Officer
Karin Hirtler-Garvey       (Principal Accounting Officer)

                           Vice President and Trustee     April 30, 1998
-------------------
James H. Luther

/s/ G. Patrick Phillips    Trustee                        April 30, 1998
-----------------------
G. Patrick Phillips



                     REPORT OF INDEPENDENT ACCOUNTANTS ON
                         FINANCIAL STATEMENT SCHEDULE

To the Board of Trustees
Main Place Real Estate Investment Trust

Our audits of the financial statements referred to in our report dated March 30,
1998 also included an audit of the Financial Statement Schedule listed in 
Item 14(a) of this Form 10-K/A.  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/  PRICE WATERHOUSE LLP
Charlotte, North Carolina
March 30, 1998



                     MAIN PLACE REAL ESTATE INVESTMENT TRUST
                        INDEX TO FINANCIAL STATEMENTS AND
                                SUPPLEMENTARY DATA


Report of Independent Accountants*

Financial Statements:
     Balance Sheet on December 31, 1997 and 1996*
     Statement of Income for the Years Ended December 31, 1997, 1996 and 1995*
     Statement of Cash Flows for the Years Ended December 31, 1997, 1996 and
     1995*
     Statement of Changes in Shareholders' Equity for the Years Ended December
     31,  1997, 1996 and 1995*
     Notes to Financial Statements*

Financial Statement Schedules:
   Report of Independent Accountants on Financial Statement Schedule
   As of and for each of the three years ended December 31, 1997 --
     IV - Mortgage Loans on Real Estate

     All other schedules are omitted because they are not applicable or the
     required information is shown in the financial statements or notes thereto.


* - Previously filed.



<TABLE>
Main Place Real Estate Investment Trust
Schedule IV - Mortgage Loans on Real Estate
December 31, 1997 (Dollars in Thousands)
-------------------------------------------------------------------------------------------------------------
<CAPTION>
														                                                                              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                                                                                                 
   $0 to $50.............. 6.00% to 10.00%		 Varies 		 Interest and 		     $    750,209         $  2,812     
                                           										   principal monthly 																																		 
   $50 to $100............	6.00% to 10.00%	 	Varies 		 Interest and 		        1,526,597            5,265     
                                           										   principal monthly 																																			
   $150 to $200...........	6.00% to 10.00%		 Varies 		 Interest and 		        1,455,410            2,785     
                                           										   principal monthly 																																			
   $150 to $200...........	6.00% to 10.00%	 	Varies 		 Interest and 		        1,251,751            1,306     
                                          										    principal monthly 					                              
   Greater than $200......	6.00% to 10.00%		 Varies 		 Interest and 		        1,217,970            9,657     
                                            										  principal monthly 					                              
															                                                                                              
Government															                                                                                    
   $0 to $50..............	6.51% to 10.00%		 Varies 		 Interest and 		           10,230              368 	   
                                           										   principal monthly 					                              
   $50 to $100............	6.00% to 10.00%		 Varies 		 Interest and 		          131,705            2,786     
                                           										   principal monthly 					                              
   $100 to $150...........	6.51% to 9.50%		  Varies 		 Interest and 		           84,284            1,753     
                                           										   principal monthly 					                              
   $150 to $200...........	6.00% to 10.00%		 Varies 		 Interest and 		           18,927              687 	   
                                           										   principal monthly 					                              
   Greater than $200......	6.00% to 10.00%		 Varies 		 Interest and 		            1,936                - 	   
                                           										   principal monthly 					                              
															                                                                                              
Jumbo Loans...............	6.00% to 10.00%		 Varies 		 Interest and 		        8,978,563           10,837     
                                           										   principal monthly 					                              
															                                                                                              
Loans serviced by others..	6.34% to 10.44%		 Varies 		 Interest and 		        1,185,236           23,035     
                                           										   principal monthly 					                              
-------------------------------------------------------------------------------------------------------------
Total....................................................................  $ 16,612,818         $ 61,291     
=============================================================================================================
</TABLE>


The loans in the table above are secured by primarily single-family dwellings 
with initial maturities ranging from 15 to 30 years.  A summary of activity of 
loans, net of unearned income, for the years ended December 31, 1997, 1996 and 
1995 is as follows:
<TABLE>
<CAPTION>
                                	         1997        		 1996	     	    1995	   
                                      ------------   ------------   -----------
<S>                                   <C>            <C>            <C>
Balance at beginning of period	       $ 14,704,375   $  4,523,744   $ 1,536,389
							                             
Additions during the period							
   New mortgage loans	                   4,822,224   		         -   		        -
   Loans contributed from affiliate         16,019     12,246,808     3,389,912
   Other	                                        -            468 		          -
                                      ------------   ------------   -----------
	                                        4,838,243     12,247,276     3,389,912
							
Deductions during the period							
  Collections of principal	              2,389,677      1,259,402       399,908
  Foreclosures	                                  -   		         -   		        -
  Loans distributed to parent	                   -   	     52,030             -
  Cost of mortgages sold	                        -   		         -   		        -
  Loans securitized	                       537,924        755,213             -
  Amortization of premium	                       -   		         -   		        -
  Other	                                     2,199              -   		    2,649
                                      ------------   ------------   -----------
	                                        2,929,800      2,066,645       402,557
					
Balance at close of period	           $ 16,612,818   $ 14,704,375   $ 4,523,744
		                                    ============   ============   ===========
</TABLE>