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 For the fiscal year ended December 31, 2000 or

/   / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES EXCHANGE ACT OF 1934


      Commission File No.:   333-84249-09

                          Salomon Brothers Mortgage Securities VII, Inc.
                          Mortgage Pass-Through Certificates
                          Series 2000-UP1 Trust
        (Exact name of registrant as specified in its charter)



New York                           52-2242957
(State or other jurisdiction     (I.R.S. Employer
 of incorporation or              Identification  No.)
 organization)

c/o Wells Fargo Bank Minnesota, N.A.
9062 Old Annapolis Road
Columbia, Maryland                            21045
(Address of principal executive offices)     (ZIP Code)


Registrant's telephone number, including area code:
     (410) 884-2000

Securities to be registered pursuant to Section 12(b) of the Act:

     NONE

Securities to be 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 ___


This Amendment No. 1 on Form 10-K/A amends Item 14 of the original Annual Report
on Form 10-K (the  "Original  Form 10-K") filed on March 22, 2001, on behalf of
Salomon Brothers Mortgage Securities VII, Inc. Series 2000-UP1 Trust established
pursuant to the Pooling and Servicing Agreement among Salomon Brothers Mortgage
Securities VII, Inc. as Depositor, Union Planters PMAC, Inc. as Master Servicer
and Wells Fargo Bank Minnesota, National Association as Trustee, pursuant to
which the Salomon Brothers Mortgage Securities VII, Inc. Series 2000-UP1
registered under the Securities Act of 1933 (the "Certificates") were issued.


Item 14 of the original Form 10K is amended in its entirety to read as follows:

Item 14.  Exhibits, Financial Statement Schedules, and Reports
          on Form 8-K.

          (a) Exhibits

              (99.1) Annual   Independent    Accountants'    Servicing   Reports
                     concerning servicing activities for the year ended December
                     31, 2000.

                     a)   Union Planters National Bank  <F3>

              (99.2) Report  of  Management   as  to  Compliance   with  Minimum
                     Servicing Standards for the year ended December 31, 2000.

                     a)   Union Planters National Bank  <F3>

              (99.3) Annual  Statements  of  Compliance  under the  Pooling  and
                     Servicing Agreements for the year ended December 31, 2000.

                     a)   Union Planters National Bank  <F1>

              (99.4) Aggregate Statement of Principal and Interest Distributions
                     to Certificate Holders. <F2>

            (b)  On November 9, 2000, December 11, 2000, and January 8, 2001
                 reports  on Form 8-K  were  filed  by the  Company  in order to
                 provide the statements for the monthly distributions to holders
                 of the  Certificates.  No other  reports  on Form 8-K have been
                 filed  during the last  quarter  of the period  covered by this
                 report.

            (c) Not applicable.

            (d)  Omitted.

<F1>  Filed herewith.
<F2>  Previously filed.
<F3>  Such document is not filed herewith since document was not
      received by the reporting person.


                           SIGNATURE

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:

Salomon Brothers Mortgage Securities VII, Inc.
Mortgage Pass-Through Certificates
Series 2000-UP1 Trust

Signed:   Wells Fargo Bank Minnesota, N.A., as Trustee

By:   Beth Belfield, Assistant Vice President
By:  /s/  Beth Belfield, Assistant Vice President

Dated:  July 16, 2002


Exhibit Index

Exhibit No.

99.1      Annual Independent Accountants' Servicing Reports concerning servicing
          activities for the year ended December 31, 2000.

                     a)  Union Planters National Bank  <F3>

99.2      Report of Management as to Compliance with Minimum Servicing Standards
          for the year ended December 31, 2000.

                     a)   Union Planters National Bank  <F3>

99.3      Annual  Statements  of  Compliance  under the  Pooling  and  Servicing
          Agreements for the year ended December 31, 2000.

                     a)   Union Planters National Bank  <F1>

99.4      Aggregate Statement of Principal and Interest Distributions to
          Certificate Holders.<F2>

<F1>  Filed herewith.
<F2>  Previously filed.
<F3>  Such document is not filed herewith since document was not
      received by the reporting person.



EX-99.3 (a)
   Annual Statement of Compliance

   UNION PLANTERS   (logo)
   PMAC
   Portfolio Mortgage Administration Center

   OFFICER'S CETIFICATE

   As of and for the year ended December 31, 2000, Union Planters PMAC, Inc.,
   as to each signatory herein do state that (i) a review of the activities as
   the Master Servicer during the year and a review of the performance under
   the Servicing Agreement has been made under such officers' supervision and
   (ii) to the best of such officers' knowledge, based on the review, the
   Master Servicer has fulfilled all of its obligations under the Servicing
   Agreement throughout the year.


   Morgan McCarty                  Tracy Allen

   President                       Treasurer



   Post Office Box 18001, Hattiesburg, Mississippi 39404-8001
   215 Forrest Street, Hattiesburg, Mississippi 39401-3476
   601-554-2000 e WATS 1-800-986-2462 - wwwunionplanters.com/mortgage