MAIN PLACE FUNDING CORP
10-K/A, 1996-05-08
ASSET-BACKED SECURITIES
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<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                        
                                   Form 10-K/A
                                 AMENDMENT NO. 1
(Mark one)

     [ x ]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934  (FEE REQUIRED)
               For the fiscal year ended December 31, 1995

                                       or

     [    ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
               SECURITIES EXCHANGE ACT OF 1934  (NO FEE REQUIRED)
               For the transition period from_______ to _______

                         Commission File Number 33-82040
                                                --------
                                        
                         MAIN PLACE FUNDING CORPORATION
                         ------------------------------
             (Exact name of registrant as specified in its charter)

Delaware                                75-2547042
- --------                                ----------
(State or other jurisdiction of         (I.R.S. Employer
incorporation or organization)          Identification Number)

               1201 Main Street, 29th Floor, Dallas, Texas  75202
               --------------------------------------------------
               (Address of principal executive offices) (Zip Code)
                                        
                                  (214) 743-9999
                                  --------------
              (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 ]

No shares of voting securities of the registrant are held by non-affiliates.

On  March  25,  1996,  there  were 100 shares of the registrant's  common  stock
outstanding,  all  of which shares are held by NationsBank of  Texas,  N.A.,  an
indirect, wholly owned subsidiary of NationsBank Corporation.

THE  REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION    J(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>
                                    SIGNATURE

Pursuant  to the requirements of Section 13 or 15(d) of the Securities  Exchange
Act  of 1934, the registrant has duly caused this amendment to be signed on  its
behalf by the undersigned, thereunto duly authorized.

                                               Main  Place  Funding  Corporation
                                               ---------------------------------

Date:  May 8, 1996                             /s/   Joe L. Price
                                               ---------------------------------
                                               Joe L. Price
                                               Senior Vice President--Accounting
                                                                                
                                                                                

                                       2

<PAGE>
                                INDEX TO EXHIBITS


Exhibit No.                       Description
- -----------                       -----------

3.        (a)  Certificate of Incorporation of the registrant, as in effect on
               the date hereof, incorporated by reference to Exhibit 3.1 of the
               registrant's Form S-3 (Reg. No. 33-82040).

          (b)  By-laws of the registrant, as in effect on the date hereof,
               incorporated by reference to Exhibit 3.2 of the registrant's
               Form S-3 (Reg. No. 33-82040).

4.        (a)  Indenture dated as of July 18, 1995 between the registrant and
               First Trust National Association, pursuant to which  the
               registrant issued Mortgage-Backed Bonds, Series 1995-1, bearing
               interest at the one-month LIBOR rate plus 21 basis points, due
               1998, incorporated by reference to Exhibit 4.1 of the 
               registrant's Current Report on Form 8-K dated July 18, 1995.

          (b)  Indenture dated as of October 31, 1995 between the registrant and
               First Trust National  Association, pursuant to which the
               registrant issued Mortgage-Backed Bonds, Series 1995-2, bearing
               interest at the three-month LIBOR rate plus 17 basis points, due
               2000, incorporated by reference to Exhibit 4.1 of the
               registrant's Current Report on Form 8-K dated October 31, 1995.

10.       (a)  Servicing Agreement dated as of October 31, 1995 between the
               registrant and NationsBanc Mortgage Corporation, incorporated by
               reference to Exhibit 10.1 of the registrant's Current Report on
               Form 8-K dated October 31, 1995.

          (b)  Credit Agreement dated as of October 31, 1995 among the
               registrant, NationsBank of Texas, N.A. and First Trust National
               Association, as trustee, incorporated by reference to Exhibit
               10.2 of the registrant's Current Report on Form 8-K dated 
               October 31, 1995.

          (c)  Amended and Restated Credit Agreement dated as of October 31,
               1995 among the registrant, NationsBank of Texas, N.A. and 
               First Trust National Association, as trustee, incorporated by
               reference to Exhibit 10.3 of the registrant's Current Report on
               Form 8-K dated October 31, 1995.

          (d)  Mortgage Note Transfer and Contribution Agreement dated as of
               October 1, 1995 among the registrant, NationsBank of Texas, N.A.
               and NationsBanc Mortgage Corporation, incorporated by reference
               to Exhibit 10.4 of the registrant's Current Report on Form 8-K
               dated October 31, 1995.

          (e)  Subordinated Note dated October 2, 1994 between the registrant
               and NationsBank of Texas, N.A.*

          (f)  Subordinated Note dated November 30, 1995 between the registrant
               and NationsBank of Texas, N.A.*

27.       (a)  Financial Data Schedule.


_______________

*    Previously filed on March 28, 1996 with the registrant's Annual Report on
     Form 10-K for the fiscal year ended December 31, 1995.

              
                                       3



<TABLE> <S> <C>

<ARTICLE> 9
<LEGEND>
The schedule contains summary information extracted from the December 31,
1995, Form 10-K for Main Place Funding Corporation and is qualified in its
entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                                        <C>
<PERIOD-TYPE>                                     YEAR
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               DEC-31-1995
<CASH>                                           4,870
<INT-BEARING-DEPOSITS>                               0
<FED-FUNDS-SOLD>                                     0
<TRADING-ASSETS>                                     0
<INVESTMENTS-HELD-FOR-SALE>                          0
<INVESTMENTS-CARRYING>                               0
<INVESTMENTS-MARKET>                                 0
<LOANS>                                      4,523,744
<ALLOWANCE>                                   (17,805)
<TOTAL-ASSETS>                               4,648,446
<DEPOSITS>                                           0
<SHORT-TERM>                                         0
<LIABILITIES-OTHER>                             22,137
<LONG-TERM>                                  4,319,525
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                     306,784
<TOTAL-LIABILITIES-AND-EQUITY>               4,648,446
<INTEREST-LOAN>                                204,024
<INTEREST-INVEST>                                    0
<INTEREST-OTHER>                                     0
<INTEREST-TOTAL>                               204,024
<INTEREST-DEPOSIT>                                   0
<INTEREST-EXPENSE>                             146,805
<INTEREST-INCOME-NET>                           57,219
<LOAN-LOSSES>                                        0
<SECURITIES-GAINS>                                   0
<EXPENSE-OTHER>                                  9,149
<INCOME-PRETAX>                                 48,070
<INCOME-PRE-EXTRAORDINARY>                      48,070
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    31,245
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
<YIELD-ACTUAL>                                       0
<LOANS-NON>                                        188
<LOANS-PAST>                                         0
<LOANS-TROUBLED>                                     0
<LOANS-PROBLEM>                                      0
<ALLOWANCE-OPEN>                                10,993
<CHARGE-OFFS>                                      104
<RECOVERIES>                                         0
<ALLOWANCE-CLOSE>                               17,805
<ALLOWANCE-DOMESTIC>                            17,805
<ALLOWANCE-FOREIGN>                                  0
<ALLOWANCE-UNALLOCATED>                              0
        

</TABLE>


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