MAIN PLACE FUNDING, LLC
100 North Tryon Street
Charlotte, NC 28255
March 26, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Main Place Funding, LLC - Withdrawal of Post-Effective Amendment No.
3 to the Registration Statement on Form S-3 (File No. 33-82040) (the
"Post-Effective Amendment")
Ladies and Gentlemen:
Main Place Funding, LLC (the "Company") requests that the above-referenced
Post-Effective Amendment be withdrawn pursuant to Rule 477(a) under the
Securities Act of 1933, as amended (the "Act").
The Post-Effective Amendment was filed on January 6, 1999 following the
succession by merger of the Company to Main Place Real Estate Investment Trust
("Main Place REIT"). The Company filed the Post-Effective Amendment in order to
adopt Main Place REIT's shelf registration statement as its own. Subsequent to
the filing of the Post-Effective Amendment, the Company decided to file a new
shelf registration statement on Form S-3 with respect to the issuance in series
of mortgage-backed bonds. The prospectus contained in the new shelf registration
statement (which will contain the legend contemplated by Rule 429 under the Act)
will update Part I of the existing shelf registration statement to reflect
compliance with Rule 421 under the Act and will describe the succession by the
Company to the business of Main Place REIT. The new registration statement will
also serve as a post-effective amendment to the prior registration statement,
pursuant to which the Company will adopt the prior registration statement in
accordance with Rule 414 under the Act. No new securities will be issued under
the existing shelf registration statement unless and until the new shelf
registration statement is declared effective. Therefore, the Company wishes to
withdraw the Post-Effective Amendment because the need for it no longer exists.
If you have any questions regarding this withdrawal request, please contact the
undersigned at 704-386-5972.
Very truly yours,
/s/ John E. Mack
John E. Mack, President
cc: Mark W. Green, Esq.
Assistant Director
Division of Corporate Finance
