SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549



                          Form 10-QSB/A
                        (Amendment No. 1)



     [ x ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended September 30, 2002

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

         For the transition period from _________ to _________


                  Commission file number 000-32409


                       UNITED MORTGAGE TRUST


          (Exact Name of Registrant as Specified in its
                      Governing Instruments)

     (a Maryland trust)        (IRS Employer Identification
                                     Number 75-6496585)



                    5740 Prospect Avenue
                        Suite 1000
                    Dallas, Texas 75206
                      (214) 237-9305



     Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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 ___





                               (i)

<Page>


EXPLANATORY NOTE:

This Form 10QSB/A is being filed to reissue United Mortgage Trust?s
financial statements. In December 2002, upon its review of our 2001
audited financial statements, the Securities and Exchange Commission
(SEC) notified us that an inter-company items arising from
transactions with our advisor were not properly reported on our
statements of income.  The SEC commented that it was not appropriate
for us to report inter-company items with our advisor as items of
income. In accordance with the SEC requirements, we are reissuing
our quarterly report and notes thereto and the inter-company item
referred to in 2002 as the Advisor?s Contribution is not recorded on
the reissued statements. This report is also amended to reflect a
change in the status of shares sold after May 1, 2002, which are
classed as redeemable.

UNITED MORTGAGE TRUST
INDEX TO FORM 10-QSB
                                                      Page Number

PART I  -- FINANCIAL INFORMATION . . . . . . . . . . . . . .2

Item 1. Financial Statements . . . . . . . . . . . . . . . .2

     Balance Sheets
        September 30, 2002 and December 31, 2001 . . . . . .2

     Statements of Income
        Three Months and Nine Months
        ended September 30, 2002 and 2001 . . . . . . . . . 3

     Statements of Cash Flows
        Nine Months Ended September 30, 2002 and 2001. . . .4

     Notes to Financial Statements. . . . . . . .  . . . . .5

Item 2. Management?s Discussion and Analysis
  of Results of Operations and Financial Condition . . . . .7

Item 4. Controls and Procedures. . . . . . . . . . . . . . 13

PART II -- OTHER INFORMATION . . . . . . . . . . . . . . . 14

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 14

SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . .15

Accountants? Review Report . . . . . . . . . . . . . . . . 16

Exhibit 99.1 . . . . . . . . . . . . . . . . . . . . . . . 17




                                 -1-
<PAGE>


PART I  -- FINANCIAL INFORMATION
<TABLE>
                         UNITED MORTGAGE TRUST
                       BALANCE SHEETS (Restated)

<CAPTION>
                                                   September 30,  December 31,
                                                      2002             2001
                                                  ----------------------------
ASSETS                                             (unaudited)      (audited)
<S>                                                <C>              <C>
Cash                                               $ 2,194,150       $   33,569
Investment in residential mortgages and
  contracts for deed                                39,704,161       39,683,243
Interim mortgages                                   39,382,577       17,529,898
Accrued interest receivable                          1,851,600        1,229,360
Receivable from affiliate                              113,224          115,930
Equipment, less accumulated depreciation
  of $3,206 and $2,296, respectively                    17,626            1,896
Other assets                                           242,553          191,725
                                                   -----------       ----------
Total Assets                                       $83,505,891      $58,785,621
                                                   -----------       ----------
LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
  Line of credit                                   $ 5,145,000      $   810,000
  Dividend payable                                     734,688          543,413
  Accounts payable & accrued liabilities                11,515          141,724
                                                   -----------       ----------
      Total Liabilities                              5,891,203        1,495,137
                                                   -----------       ----------
Commitments and contingencies

Shares of beneficial interest redeemable,
  747,965 shares issued and outstanding             14,959,129            --

Shareholders' equity:
  Shares of beneficial interest; $.01 par
    Value; 100,000,000 shares authorized;
    3,841,457 and 3,332,161 shares
    issued; 3,748,272 and 3,290,024
    outstanding, respectively                           38,415           33,322
  Additional paid-in capital                        65,364,722       58,352,176
  Advisor?s reimbursement                              397,588          397,588
  Cumulative distributions in excess
    of earnings                                     (1,327,616)        (742,612)
  Retained earnings                                      --                --
                                                   -----------       ----------
                                                    64,473,109       58,040,474
  Less treasury stock, 93,185 and
    39,047 shares in 2002 and 2001, at cost         (1,817,550)       (749,990)
                                                   -----------       ----------
      Total Shareholders' Equity                    62,655,559       57,290,484
                                                   -----------       ----------
Total Liabilities & Shareholders Equity            $83,505,891      $58,785,621
                                                   -----------       ----------
<FN>
See accompanying notes to financial statements.
</FN>
</Table>
                                     -2-
<PAGE>
<TABLE>
                              UNITED MORTGAGE TRUST
                          STATEMENTS OF INCOME (Restated)
<CAPTION>
                                    Three Months Ended         Nine Months Ended
                                       September 30,              September 30,
                                     2002        2001          2002         2001
                                   --------------------     ----------------------
                                       (unaudited)               (unaudited)
<S>                               <C>         <C>           <C>         <C>
Income:
  Interest income                 $2,154,337  $1,486,002    $5,833,613  $4,022,522
  Gain (loss) on sale of notes        (2,372)    (10,267)       (3,406)      --
                                   ---------   ---------     ---------   ---------
                                   2,151,965   1,475,735     5,830,207   4,022,522
                                   ---------   ---------     ---------   ---------
Expense:
  General & administrative            54,722       9,760       139,999      28,903
  Interest expense                     2,844      81,592        20,823     397,361
  Loan servicing fees                 49,842      47,871       147,161     137,766
  Trust management fee               119,008      63,377       302,862     172,847
                                   ---------   ---------     ---------   ---------
                                     226,416     202,600       610,845     736,877
                                   ---------   ---------     ---------   ---------
Net income                        $1,925,549  $1,273,135    $5,219,362  $3,285,645
                                   =========   =========     =========   =========
Net income per share of
  beneficial interest                  $0.45       $0.46         $1.35       $1.34
                                   =========   =========     =========   =========

Weighted average shares
  outstanding                      4,288,840   2,793,231     3,868,760   2,459,010
                                   =========   =========    ==========   =========
<FN>
See accompanying notes to financial statements.
</FN>
</TABLE>



                                   -3-
<PAGE>



<TABLE>
<CAPTION>
                        UNITED MORTGAGE TRUST
                STATEMENTS OF CASH FLOWS (Restated)

                                              For the Nine Months Ended
                                                    September 30,
                                                  2002          2001
                                              ------------------------
                                              (unaudited)   (unaudited)
<S>                                          <C>            <C>
Cash flows from operating activities:
  Net income                                  $ 5,219,362   $3,285,645
  Adjustments to reconcile net income
    to net cash provided by operating
    activities:
      Depreciation and amortization               (15,731)         389
      Net amortization of discount on
        mortgage investments                      (11,663)      (5,699)
      Changes in assets and liabilities:
        Accrued interest receivable              (622,240)    (358,835)
        Other assets                              (50,828)    (303,778)
        Accounts payable and accrued
          liabilities                            (130,246)     223,752
          Net cash provided by operating      -----------    ---------
            activities:                         4,388,654    2,841,474
                                              -----------    ---------
Cash flows from investing activities:
  Investment in residential mortgages
    and contracts for deed                     (3,346,413)  (8,396,843)
  Principal receipts on residential
    mortgages and contracts for deed            3,331,912    2,043,570
  Investment in interim mortgages             (43,119,618) (16,596,751)
  Principal receipts on interim mortgages      21,272,218    8,942,565
        Net cash used in investing            -----------   ----------
         activities:                          (21,861,901) (14,007,459)
                                              -----------   ----------
Cash flows from financing activities:
  Proceeds from issuance of shares of
    beneficial interest                        21,976,768   18,346,766
  Net borrowings on credit line                 4,335,000   (3,390,000)
  Receivable from affiliate                         2,706       28,311
  Purchase treasury stock                      (1,067,560)    (500,012)
  Dividends                                    (5,613,086)  (3,438,831)
        Net cash provided by financing        -----------   ----------
          activities:                          19,633,828   11,046,234
                                              -----------   ----------
Net increase (decrease)in cash                  2,160,581     (119,751)

Cash at beginning of period                        33,569      200,912
                                              -----------   ----------
Cash at end of period                         $ 2,194,150   $   81,161
                                              -----------   ----------
Interest paid (Note 4)                        $    20,823   $  397,361
                                              -----------   ----------
<FN>
See accompanying note to financial statements.
</FN>
</TABLE>
                            -4-
<PAGE>
                   UNITED MORTGAGE TRUST
               Notes to Financial Statements
                     September 30, 2002

1. Description of Business

The Company

    United Mortgage Trust (?the Company?) is a Maryland real estate
investment trust which qualifies as a real estate investment trust (a
?REIT?) under federal income tax laws. The Advisor to the Company is
UMT Advisors, Inc., (the ?Advisor?) a Texas corporation.  The Company
invests exclusively in first lien, fixed rate mortgages secured by
single-family residential property throughout the United States.  Such
loans are originated by others to the Company?s specifications or to
specifications approved by the Company.  Most, if not all, of such
loans are not insured or guaranteed by a federally owned or guaranteed
mortgage agency.

     The Company is offering up to 5,000,000 Shares of Beneficial
Interest at $20 per share on a "best efforts" basis.  In addition, we
are offering up to 750,000 Shares to investors who want to participate
in our Reinvestment Plan.

Restatement

     This Form 10QSB/A is being filed to reissue United Mortgage
Trust?s financial statements. In December 2002, upon its review of its
2001 audited financial statements and the financial statements for the
nine months ended September 30, 2002, the Securities and Exchange
Commission (SEC) notified the Company that inter-company items arising
from transactions with its advisor were not properly reported on its
statements of income.  The SEC commented that it was not appropriate
for the Company to report inter-company items with its advisor as items
of income. In accordance with the SEC requirements, the Company has
reissued its financial statements for the year ended 2001 and its 2002
quarterly reports and the inter-company items were not recorded on the
reissued statements. During the third quarter of 2001 an intercompany
transaction was reversed in the amount of $335,000 that had been
reported as a reimbursement of interest expense and a receivable from
Affiliate.  In the third quarter and nine months of 2002 the Company
recorded non-cash transactions of $200,000 and $500,000, respectively,
and herein has reversed the transactions. The result in all cases was a
decrease in income and shareholders? equity.

     In addition, due to the rescission offer that will be made to
Shareholders referred to in Note 5, the Company has reclassified the
value of the redeemable shares sold between May 1, 2002 and September
30, 2002 in the amount of $14,959,129.


                                -5-
<PAGE>
2. Basis of Presentation

     The accompanying unaudited financial statements were prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB of
Regulation S-B. They do not include all information and footnotes
required by generally accepted accounting principles for complete
financial statements. However, except as disclosed herein, there has
been no material change in information disclosed in the notes to the
financial statements for the year ended December 31, 2001 included in
the Company?s 10-KSB filed with the Securities and Exchange Commission.
The interim unaudited financial statements should be read in
conjunction with those financial statements. In the opinion of
management, all adjustments considered necessary for a fair
presentation, consisting solely of normal recurring adjustments, were
made. Operating results for the three months and nine months ended
September 30, 2002 are not necessarily indicative of the results that
may be expected for the year ended December 31, 2002.

3. Line-of-Credit

     The Company has a twelve-month credit facility with a maximum
borrowing limit of $10,000,000, which expired on July 10th and was
renewed on July 11, 2002 with the same terms and conditions.  The line-
of-credit is collateralized with the assignment of certain Residential
Mortgages.  Interest on the outstanding balance was 5.25%. Outstanding
balances at September 30, 2002 and 2001 were $5,145,000 and $3,610,000,
respectively. Interest paid during the three-month and nine-month
periods was $2,844 and $19,571 and $20,823 and $335,340, respectively.

4. Related Party Transactions

     The Company has an Advisory Agreement with its Advisor, UMT
Advisors, Inc. (?UMTA?) to manage the day-to-day operations of the
Company and generally, the day-to-day expenses associated with running
the Company are born by UMTA. The Company was charged a Trust
Management Fee, calculated monthly, that was $119,008 and $63,377 for
the three-month periods ended September 30, 2002 and 2001,
respectively, and $302,862 and $172,847 for the nine-month periods,
respectively. The fee was calculated as 1/12th of 1/2 of 1% of the
first $50,000,000 of income producing assets and 1/12th of 1% of income
producing assets in excess of $50,000,000. Under the terms of the
Advisory Agreement the Company paid Acquisition Fees to the Advisor for
providing services related to identifying and purchasing loans. The fee
was calculated as 3% of Net Proceeds (Gross Proceeds less selling
commissions and wholesaling and marketing allocations). Fees paid
during the three-month periods were $237,400 and $185,556,
respectively. Fees paid during the nine-month periods were $643,390 and
$564,205 respectively.


                              -6-
<PAGE>



     The Company has a Mortgage Servicing Agreement with Prospect
Service Corp. (formerly South Central Mortgage, Inc.) (?PSC?), an
affiliate, incurring service fees of $49,842 and $47,871 for the three
months and $147,161 and $137,766 for the nine months ended September
30, 2002 and 2001, respectively.

5. Right Of Rescission

     The Company faces a contingent liability for rescission to those
investors who purchased shares after April 30, 2002 and until the
effectiveness of the post-effective amendment No. 1 filed with the SEC
on November 4, 2002 and amended on January 14, 2003 as a result of the
failure to file an amendment within the time period specified.

     The Company was required to file a Post-Effective Amendment to its
original registration statement by April 30, 2002 to include updated
financial information and did not do so until November 4, 2002.  Because
the Company did not file a post-effective amendment with the required
financial statement information by April 30, 2002, persons who have
purchased shares in the Company since that date have the right to
rescind their purchases and to compel the Company to repurchase their
shares at the purchase price paid for them plus interest less
distributions made to them.  Since April 30, 2002 and through September
30, 2002, the Company has sold 747,965 shares for Gross Offering
Proceeds of approximately $14,959,000.

     As a result of this contingent liability, the Company will make a
rescission offer to all such purchasers.  Depending on the number of
shareholders who accept the offer the Company may have to sell assets to
fund the rescission. Selling assets in a material amount could have an
adverse impact on the income per share. The Company may also face other
securities law liabilities as a result of the delayed filing, the amount
of which is not capable of being quantified.

ITEM 2. MANAGEMENT?S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

     This Form 10QSB/A is being filed to reissue United Mortgage
Trust?s financial statements. In December 2002, upon its review of our
2001 audited financial statements and the financial statements for the
nine months ended September 30, 2002, the Securities and Exchange
Commission (SEC) notified us that inter-company items arising from
transactions with our advisor were not properly reported on our
statements of income.  The SEC commented that it was not appropriate
for us to report inter-company items with our advisor as items of
income. In accordance with the SEC requirements, we are reissuing our
quarterly report and notes thereto and the inter-company items are not
recorded on the reissued statements. During the third quarter of 2001
an intercompany transaction was reversed in the amount of $335,000 that
had been reported as a reimbursement of interest expense and a
receivable from Affiliate.  In the third quarter and nine months of
2002 we recorded a non-cash transaction of $200,000, and $500,000,
respectively, and herein has reversed the transactions. The result in
all cases was a decrease in income and shareholders? equity.



                           -7-
<PAGE>

               RESULTS OF OPERATIONS FOR THE THREE MONTHS
                 AND NINE MONTHS ENDED SEPTEMBER 30, 2002

     We were formed on July 12, 1996, however our business operations
commenced in March 1997 when the Securities and Exchange Commission
issued an order of registration for our initial public offering of
Shares. A new registration was effective with the Securities and
Exchange Commission order dated June 4, 2001. The new registration
offers for sale an additional 5,750,000 shares of beneficial interest.
Of that amount, 750,000 shares were registered specifically for our
Dividend Reinvestment Plan. The new registration also has a provision
for limited liquidity with our quarterly Share Repurchase Plan. For
more information please refer to the prospectus dated June 4, 2001,
which is also available on our website www.unitedmortgagetrust.com.

     The following tables set forth certain information about the
Mortgage Investments that we purchased during the periods set forth
below (dollar values have been rounded and are therefore approximate
amounts).

                                            Three Months Ended
                                               September 30,
                                        2002                   2001
                                        ---------------------------

RESIDENTIAL MORTGAGES
Purchase price                          $   547,000     $ 2,021,000
Total number                                     16              49
Number purchased from affiliates                  0              19
Number purchased from other sources              16              30
Blended interest rate                        11.91%          13.15%
Aggregate principal balance             $   549,000     $ 2,031,000
Average principal balance                   $46,000         $41,500
Remaining term in months (1)                    292             244
Current yield (1)                            11.97%          13.22%
Investment-to-value ratio (1)(2)             79.26%          70.17%

CONTRACTS FOR DEED
Purchase price                          $   189,000     $   768,000
Total number                                      4              16
Number purchased from affiliates                  0               0
Number purchased from other sources               4              16
Blended interest rate                        12.21%          12.13%
Aggregate principal balance             $   189,000     $   770,000
Average principal balance                   $47,000         $48,000
Remaining term in months (1)                    334             341
Current yield (1)                            12.21%          12.17%
Investment-to-value ratio (1)(2)             87.69%          86.55%


                                 -8-
<PAGE>



INTERIM MORTGAGES
Portfolio beginning balance at 6/30/02  $29,279,000     $10,774,000
Portfolio ending balance at 9/30/02     $39,383,000     $14,655,000
Net increase for the three months       $10,104,000     $ 3,881,000
Total number loans active in period             855             442
Number purchased from affiliates                441             437
Number purchased from other sources             414               5
Blended interest rate                        13.45%          12.85%
Remaining term in months: less than       12 months       12 months
Current yield at year-end (1)                13.63%          13.03%
Investment-to-value ratio (1)(2)             61.56%          54.44%

                                             Nine Months Ended
                                               September 30,
                                         2002                 2001
                                        ---------------------------
RESIDENTIAL MORTGAGES
Purchase price                          $ 3,046,000     $ 4,973,000
Total number                                     57             110
Number purchased from affiliates                  0              80
Number purchased from other sources              57              30
Blended interest rate                        13.11%          12.67%
Aggregate principal balance             $ 3,045,000     $ 5,002,000
Average principal balance                   $53,000         $45,500
Remaining term in months (1)                    329             287
Current yield (1)                            13.11%          12.74%
Investment-to-value ratio (1)(2)             79.16%          74.36%

CONTRACTS FOR DEED
Purchase price                          $   300,000     $ 3,389,000
Total number                                      7              69
Number purchased from affiliates                  0               0
Number purchased from other sources               7              69
Blended interest rate                        12.10%          11.81%
Aggregate principal balance             $   300,000     $ 3,399,000
Average principal balance                   $43,000         $49,000
Remaining term in months (1)                    333             335
Current yield (1)                            12.10%          11.84%
Investment-to-value ratio (1)(2)             81.64%          83.28%

INTERIM MORTGAGES
Portfolio beginning balance
   at 12/31/01                          $17,530,000     $ 6,453,000
Portfolio ending balance at 9/30/02     $39,383,000     $14,105,000
Net increase in portfolio
  from prior period                     $21,853,000     $ 7,652,000
Total number loans active in period           1,319             573
Number purchased from affiliates                587             568
Number purchased from other sources             732               5
Blended interest rate                        13.45%          12.85%
Remaining term in months: less than       12 months       12 months
Current yield at year-end (1)                13.63%          13.03%
Investment-to-value ratio (1)(2)             61.56%          54.44%


                                   -9-
<PAGE>
(1) These amounts were determined at the time the Mortgage Investments
were purchased.

(2) The investment-to-value ratio is determined at the time a Mortgage
Investment is acquired and is determined by dividing the amount paid to
acquire that Mortgage Investment by the value of the underlying real
estate that is security for that Mortgage Investment.

     As of September 30, 2002 our mortgage portfolio in the aggregate
consisted of 612 Residential Mortgages, 241 Contracts for Deed and 765
Interim Mortgages. As of the dates of purchase, the portfolio had an
unpaid principal balance of approximately $79,086,000, and was
purchased for a discounted price of approximately $78,271,000 (98.97%
of the unpaid principal balance). The average loan in the portfolio had
a blended interest rate of 12.64%, a current annual yield of 12.78%, an
investment-to-value ratio of 70.41%, an unpaid principal balance of
$49,000, and a term remaining of 326 months for Residential Mortgages
and Contracts for Deed and less than 12 months for Interim Mortgages.

     By comparison as of September 30, 2001 our mortgage portfolio in
the aggregate consisted of 611 Residential Mortgages, 255 Contracts
for Deed and 351 Interim Mortgages. As of the dates of purchase, the
portfolio had an unpaid principal balance of approximately
$53,929,000, and was purchased for a discounted price of approximately
$53,034,000 (98.34% of the unpaid principal balance). The average loan
in the portfolio had a blended interest rate of 12.10%, a current
annual yield of 12.31%, an investment-to-value ratio of 76.91%, an
unpaid principal balance of $44,000, and a term remaining of 333
months for Residential Mortgages and Contracts for Deed and less than
12 months for Interim Mortgages.

     A majority of the properties that are security for the Residential
Mortgages and Interim Mortgages were located in Texas. Each of the
properties was adequately covered by a mortgagee?s title insurance
policy and hazard insurance.

     During the three months and nine months ended September 30, 2002
our Mortgage Investments generated income of approximately $2,152,000
and $5,830,000, respectively. During the comparable periods in 2001
income was approximately $1,476,000 and $4,023,000, respectively. The
increase of 59% between the three-month periods and 57% between the
nine-month comparable periods was attributed to acquisition of
additional income producing Mortgage Investments. Although funds
invested in Residential Mortgages and Contracts for Deed in the 2002
period remained approximately the same as in 2001 (the balance on the
books was approximately $39,704,000 at September 30, 2002 and
approximately $39,780,000 in 2001), we experienced significant growth
in the Interim Mortgage portion of our portfolio of between September
30, 2001 to 2002, growing to approximately $39,383,000 from
approximately $14,105,000, a 179% increase. Mortgage Investments were
purchased using Net Offering Proceeds from the sale of our Shares
during the periods.

                               -10-
<PAGE>



     Operating expenses for the three months and nine months of 2002
were approximately $224,000 and $590,000, respectively, as compared to
the 2001 periods of approximately $121,000 and $340,000, respectively.
The increases between periods were 85% and 74%, respectively. The
increases were due primarily to increase in the Trust Management Fee
paid to our advisor, UMT Advisors, Inc. (?UMTA?). The fee was
calculated as 1/12th of 1/2 of 1% of the first $50,000,000 of income
producing assets and 1/12th of 1% of income producing assets in excess
of $50,000,000. As the portfolio grew so did the Trust Management Fee.
The fee was approximately $119,000 and $303,000 for the three months
and nine months of 2002, respectively, compared to approximately
$63,000 and $173,000 in the same period of 2001. Operating expense as a
percentage of income was 10.39% for the three months and 10.12% for the
nine-month period of 2002 compared to 8.20% and 8.44% for the
comparable 2001 periods. Operating expenses as a percentage of Average
Invested Assets were 0.30% and 0.86% during the three and nine month
periods of 2002 and 0.28% and 0.71% during the three and nine-month
periods of 2001, respectively.

     Interest expense in the three and nine-month periods of 2002 was
approximately $2,800 and $21,000, respectively. Interest expense for
the 2001 periods was approximately $82,000 and $397,000, respectively.
We use our line of credit to purchase Mortgage Investments in advance
of receiving proceeds from the sale of our Shares. During the 2002
periods we received proceeds at a level commensurate with our ability
to source and purchase Mortgage Investments, thus not relying on our
credit facility. Our average daily outstanding balance of our line of
credit during the nine months of 2002 was approximately $846,000
compared to $4,982,000 in the same 2001 period.

     Restated net income of approximately $1,926,000 and $5,219,000 for
the three and nine months ended September 30, 2002 compares to
approximately $1,273,000 and $3,285,000 for the 2001 periods,
respectively. Net income increased because we added additional income
producing assets between periods. Restated earnings per weighted
average share were $0.45 and $1.35 for the 2002 three and nine-month
periods and $0.46 and $1.34 during the 2001 comparable periods.
Earningsper share are influenced by several factors. First, the extent
that we used our credit facility had an impact on earnings. The average
daily outstanding balance of our line of credit during the 2002 period
was approximately $846,000 compared to $4,982,000 during 2001. We
borrowed money at 6.50% in 2001 and at a lower rate in 2002 and bought
loans with interest rates of between 12.75% and 14.50%. The greater use
of leverage in 2001 augmented our overall yield and the diminished use
in 2002 had a negative impact. Second, higher cash balances in the bank
has a negative impact on earnings. During the 2002 periods we had
higher cash balances in the bank. The average daily cash balance was
approximately $794,000 during the nine-month period of 2002 compared to
approximately $318,000 during the 2001 nine months. When we receive
gross proceeds from the sale of shares we either buy suitable
investments immediately or we pay down our credit facility. If our line
of credit has no outstanding balance or if enough suitable investments

                               -11-

<PAGE>


were not available, the cash was deposited in a money market or money
fund account and earned between 1% and 2%, while at the same time we
paid a 10% dividend on those funds. Third, a larger amount of interest
receivable was recorded in the 2002 periods compared to 2001. Interest
receivable was interest earned on our investments but not immediately
paid to us by borrowers or by loan servicing agents. The timing between
making investments and receiving interest income had a negative impact
on earnings because the funds are not available immediately to pay out
as dividends. Fourth, loans that are in default and thus not producing
interest income had a negative impact on earnings. As of September 30,
2002, 4.88% of our Mortgage Investments were in default; 3.19% were
non-recoursed and 1.69% were recoursed. During the comparable period of
2001, 4.20% of our Mortgage Investments were in default. Of the
defaulted loans at September 30, 2001 recoursed loans accounted for
1.98% and 2.22% were non-recoursed. Recoursed loans continue to have
interest advanced to us by the recoursing parties and non-recoursed
loans do not earn interest if in default.

     Dividends declared and paid per share of beneficial interest for
the three and nine-month periods ended September 30, 2002 and 2001 were
$0.50 and $1.50 per share, respectively, for comparable periods. The
dividends paid during both quarters were in excess of earnings after
restating our financial statements.

CRITICAL ACCOUNTING POLICIES

     We prepared our financial statements for inclusion in this
report in accordance with accounting principals that are generally
accepted in the United States (GAAP). GAAP represents a
comprehensive set of accounting and disclosure rules and
requirements, the application of which requires management judgments
and estimates. In response to the SEC?s Release No. 33-8040,
?Cautionary Advice Regarding Disclosure About Critical Accounting
Policies,? we have identified the most critical accounting
principles upon which our financial status depends. We determined
the critical principles to be those related to our interest income
accrual and potential loan loss reserves.

     INTEREST INCOME ACCRUAL

     We monitor each loan in our portfolio on a monthly basis to
track pay histories and performance. On a quarterly basis we
determine whether to accrue income on a given loan that is
delinquent based on the borrower?s performance in past periods and
based on discussions with the collection staff of our loan servicer,
relying on their contact with a delinquent homeowner to determine
the likelihood that a borrower will continue to make his mortgage
payments. There is no assurance that the interest income we
recognize in our accrual at the end of each quarter will be paid by
a borrower thus requiring an adjustment in the following quarter
thereby effectively reducing gross income. The effect is that actual
interest income collected from delinquent borrowers may be lower
than we projected for that period.

                              -12-
<PAGE>

     LOAN LOSS RESERVES

     Through the nine months ended September 30, 2002 we have
elected not to establish loan loss reserves because we believe our
exposure to losses at that date was nominal. Conversely we have
estimated a maximum 5% default rate in projecting our targeted
dividend rate of 10%. In the event that our default rate exceeds 5%
the funds available for distribution as dividend to shareholders
will decrease. We have established an overall portfolio yield
benchmark, which must be maintained to meet our targeted dividend to
our shareholders. There is no assurance that we will continue to be
able to source additional high yield investments, which meet our
investment criteria. We may not be able to replace prepaid loans
with new investments of comparable yield. In addition, there is no
assurance that we will continue to be able to invest new capital
from the sale of our Shares at yields sufficient to maintain our
targeted dividend rate. These circumstances could result in a lower
dividend rate to our shareholder or a return of capital, or both.

                CAPITAL RESOURCES AND LIQUIDITY FOR
  THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001

     We intend to make a registered rescission offer to all persons who
purchased our Shares between May 1, 2002 and October 31, 2002 to offer
them the right to sell the Shares back to us and receive the purchase
price plus interest and less the dividends paid. Until such time as
this contingent liability has been eliminated through such a rescission
offer, the Shares sold and which we could be required to repurchase
will be classified as outside of permanent equity. At June 30, 2002
that number of shares was approximately 748,000 with a repurchase value
of approximately $14,959,000. We cannot estimate the amount of Shares
that may be redeemed in a rescission offer. In order to satisfy demands
for rescission it could be necessary for us to liquidate a portion of
our investments which could have an adverse effect on future income and
may require us to discontinue Share repurchases under our Share
Repurchase Plan. The delay in filing could also expose to other
securities law liabilities that are presently not possible to quantify.

     We utilize funds made available from the sale of our Shares, funds
made available on our bank line of credit and repayment of principal on
our Residential Mortgages and Contracts for Deed to purchase Mortgage
Investments.  (Dollars are rounded and therefore are approximate.)

                                                  THREE-MONTH PERIODS
                                                   ENDED SEPTEMBER 30,
                                             2002                    2001
                                             ----------------------------
Shares issued                                    468,056          333,632
Number of new shareholders                           176              136
Gross offering proceeds                      $ 9,361,000       $6,673,000
Net offering proceeds (after deduction
  of selling commissions and fees)           $ 8,218,000       $5,825,000
Principal receipts from Residential
  Mortgages and Contracts for Deed           $ 1,678,000       $  546,000
Principal receipts from Interim Mortgages    $ 8,901,000       $3,282,000
Net borrowing from credit line               $ 3,845,000       $  (40,000)



                                                  NINE-MONTH PERIODS
                                                  ENDED SEPTEMBER 30,
                                             2002                    2001
                                             ----------------------------

Shares issued                                  1,259,496        1,028,124
Number of new shareholders                           495              387
Gross offering proceeds                      $25,190,000      $20,562,000
Net offering proceeds (after deduction
  of selling commissions and fees)           $22,095,000      $17,845,000
Principal receipts from Residential
  Mortgages and Contracts for Deed           $ 3,333,000      $ 2,044,000
Principal receipts from Interim Mortgages    $21,272,000      $ 8,944,000
Net borrowing from credit line               $ 4,335,000      $(3,390,000)
                             -13-
<PAGE>

     On June 4, 2001 the Securities and Exchange Commission issued its
order of effectiveness for the sale of an additional 5,750,000 shares
of beneficial interest over and above the original registration of
2,500,000 shares. Of the new shares offered for sale, 750,000 were set
aside for the Dividend Reinvestment Plan.

     As of September 30, 2002, we had issued an aggregate of 4,589,407
shares of beneficial interest and repurchased into treasury, through
our Share Repurchase Plan, 93,255 shares resulting in total share
outstanding of 4,496,152. Gross Offering Proceeds through September 30,
2002 were approximately $91,536,000 with Net Offering Proceeds to us of
approximately $80,362,000, or 87.80% or Gross Offering Proceeds. By
comparison, as of September 30, 2001, we had issued an aggregate of
2,937,949 shares of beneficial interest and repurchased into treasury,
through our Share Repurchase Plan, 25,788 shares resulting in total
share outstanding of 2,912,161. Gross Offering Proceeds through
September 30, 2001 were approximately $58,243,000 with Net Offering
Proceeds to us of approximately $51,407,000, or 88.26%.

     With Trustee approval and effective July 11, 2001 we amended and
extended our $10,000,000 credit facility with the same lender for
twelve months with a fixed rate of 5.25%. We then extended the loan on
July 11, 2002 for another twelve months with the same terms and
conditions. The line-of-credit was collateralized with the assignment
of certain Residential Mortgages.  We utilized the credit facility to
acquire and warehouse Mortgage Investments as they become available.
The outstanding balance of the line-of-credit was reduced as new
offering proceeds were received. The outstanding loan balance was
$5,145,000 and $3,610,000 at September 30, 2002 and 2001, respectively.

Item 4. CONTROLS AND PROCEDURES

     (a) Evaluation of Disclosure Controls and Procedures.

     Our management, including our Chief Executive Officer and Chief
Financial Officer, has conducted an evaluation of the effectiveness of
our controls and procedures pursuant to Rule 13a-14 under the
Securities Exchange Act of 1934 as of October 14, 2002, (the
?Evaluation Date?) , which is within ninety days prior to the and Chief
Financial Officers concluded that, as of the Evaluation Date, our
disclosure controls and procedures were effective in ensuring that all
material information relating to our company required to be filed in
this quarterly report has been made known to them in a timely manner.

     (b) Changes in Internal Controls.

     There have been no significant changes made in our internal
controls or in other factors that could significantly affect internal
controls subsequent to the Evaluation Date.

                                -14-
<PAGE>


PART II - OTHER INFORMATION

None

Item 6. EXHIBITS

    Exhibit 99.1 Certification of Chief Executive Officer and Chief
Financial Officer


SIGNATURES

     In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the
undersigned, there under duly authorized.


                                        UNITED MORTGAGE TRUST
                                        (Registrant)



Date:  November 14, 2002                /S/Christine A. Griffin
                                          Christine A. Griffin
                                               President


                               -15-
<PAGE>

                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



Board of Directors
United Mortgage Trust


We have reviewed the accompanying balance sheets of United Mortgage
Trust as of September 30, 2002 and the related statements of income for
the three and nine months then ended and cash flows for the nine months
then ended. These financial statements are the responsibility of the
Company?s management.

We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants.  A review of
interim financial information consists principally of analytical
procedures applied to financial data and making inquiries of persons
responsible for financial and accounting matters.  It is substantially
less in scope than an audit in accordance with generally accepted
auditing standards, the objective of which is the expression of an
opinion regarding the financial statements taken as a whole.
Accordingly, we do not express such an opinion.

As discussed in Note 1 to the financial statements, the accompanying
financial statements have been restated to correct certain errors in
previously reported amounts.

Based on our reviews, we are not aware of any material modifications
that should be made to the accompanying financial statements in order
for them to be in conformity with accounting principles generally
accepted in the United States of America.

We have previously audited, in accordance with generally accepted
auditing standards, the balance sheet of United Mortgage Trust as of
December 31, 2001, and the related statements of earnings and cash
flows for the year then ended (not presented separately herein), and in
our report dated February 7, 2002, we expressed an unqualified opinion
on those financial statements.  In our opinion, the information set
forth in the accompanying balance sheet as of December 31, 2001 is
fairly stated, in all material respects, in relation to the balance
sheet from which it has been derived.

                                     Whitley Penn

Dallas, Texas
November 12, 2002

                                  -16-
<PAGE>


Exhibit 99.1 ? Certification Pursuant to 18 U.S.C. Section 1350, as
Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

I, Christine A. Griffin, certify as Chief Executive Officer and Chief
Financial Officer that:

1. I have reviewed this quarterly report on Form 10-QSB of United
Mortgage Trust;

2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made not misleading, in light of the
circumstances under which such statements were made, with respect to
the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and
cash flows of the registrant as of, and for, the periods presented in
this quarterly report;

4. I, as United Mortgage Trust?s (?UMT?) certifying officer, am
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for UMT
and have:

     a. designed such disclosure controls and procedures to ensure that
material information relating to UMT is made known to us during the
period in which this quarterly report is being prepared;

     b. evaluated the effectiveness of UMT?s disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the ?Evalauation Date?);

     c. presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;

5. I, UMT?s certifying officer, have disclosed, based on our most
recent evaluation, to UMT?s auditors and our audit committee of our
Board of Trustees (or persons performing the equivalent functions):

     a. that there are no significant deficiencies in the design or
operation of internal controls which could adversely affect UMT?s
ability to record, process, summarize and report financial data and
have identified for UMT?s auditors any material weakness in internal
controls; and

     b. that there is no fraud, whether or not material, that involves
management or other employees who have a significant role in UMT?s
internal controls; and

6. I, UMT?s certifying officer, have indicated in this quarterly report
that there were no significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to
the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weakness.


November 14, 2002


/s/ Christine A Griffin
-----------------------
Christine A Griffin
Chief Executive Officer
Chief Financial Officer


                                -17-