Form 10-QSB



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

         For the quarterly period ended March 31, 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)



UNITED MORTGAGE TRUST
INDEX TO FORM 10-QSB
                                                      Page Number

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

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

     Balance Sheets
        March 31, 2002 and December 31, 2001 . . . . . . . .2

     Statements of Income
        Three Months ended March 31, 2002 and 2001. . . . . 3

     Statements of Cash Flows
        Three Months ended March 31, 2002 and 2001 . . . . .4

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

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

PART II -- OTHER INFORMATION . . . . . . . . . . . . . . . 13

Item 6. Exhibits and Reports on Form 8-K . . . . . . . . . 13

SIGNATURE . . . . . . . . . . . . . . . . . . . . . . . . .14

Accountants' Review Report . . . . . . . . . . . . . . . . 15

Exhibit 1 . . . . . . . . . . . . . . . . . . . . . . . . .16






















                                 -1-


PART I  -- FINANCIAL INFORMATION
<TABLE>

                            BALANCE SHEETS
<CAPTION>
                                            March 31,      December 31,
                                              2002             2001
                                           ----------------------------
                                           (unaudited)      (audited)
ASSETS
<S>                                        <C>              <C>
Cash                                       $   126,448       $   33,569
Investment in residential mortgages
  and contracts for deed                    40,917,564       39,683,246
Interim mortgages                           21,494,470       17,529,898
Accrued interest receivable                  1,538,351        1,229,360
Receivable from affiliate                      756,801          691,554
Equipment, less accumulated depreciation
  of $2,946 and $2,296, respectively             2,966            1,895
Other assets                                   152,947           46,891
                                           -----------       ----------
Total Assets                               $64,989,547      $59,216,413
                                           -----------       ----------
LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
  Line of credit                           $    --          $   810,000
  Dividend payable                             596,087          543,413
  Accounts payable & accrued
    liabilities                                239,386          141,726
                                           -----------       ----------
      Total Liabilities                    $   835,473      $ 1,495,139
                                           -----------       ----------
Commitments and contingencies

Shareholders' equity:
  Shares of beneficial interest; $.01 par
    Value; 100,000,000 shares authorized
    3,715,967 and 3,329,911 shares
    issued and 3,664,325 and 3,290,024
      outstanding, respectively            $    37,160      $    33,299
  Additional paid-in capital                65,075,374       58,352,199
  Retained earnings                             41,530           85,766
                                           -----------       ----------
                                            65,154,064       58,471,264
  Less treasury stock, 51,642 and
    shares 39,047 in 2002 and 2001,
    at cost                                   (999,990)        (749,990)
                                           -----------       ----------
      Total Shareholders' Equity           $64,154,074      $57,721,274
                                           -----------       ----------
Total Liabilities & Shareholders Equity    $64,989,547      $59,216,413
                                           -----------       ----------
<FN>
See accompanying notes to financial statements.
</FN>
</Table>                      -2-




                                    STATEMENTS OF INCOME
                     For the Three Months Ended March 31, 2002 and 2001

                                                      March 31,
                                                2002          2001
                                             ------------------------
                                            (unaudited)    (unaudited)

Revenues:
  Interest income                           $1,681,170      $1,202,798
  Advisory contribution                        200,000          --
  Gain on sale of notes                            808          --
                                            ----------      ----------
                                            $1,881,978      $1,202,798
                                            ----------      ----------
Expense:
  General and administrative                   100,140          52,720
  Interest expense                              15,135         180,727
  Management Fee                                83,363          51,882
                                            ----------      ----------
                                               198,638         285,329
                                            ----------      ----------
Net income                                  $1,683,340      $  917,469
                                            ==========      ==========
Net income per share of beneficial
  interest                                       $0.49           $0.45
                                            ==========      ==========

Weighted average shares outstanding          3,452,353       2,046,859
                                            ==========      ==========



See accompanying notes to financial statements.















                                   -3-


<TABLE>
                       STATEMENTS OF CASH FLOWS
            For the Three Months Ended March 31, 2002 and 2001
<CAPTION>
                                                       March 30,
                                                  2002          2001
                                              (unaudited)   (unaudited)
                                              ------------------------
<S>                                          <C>            <C>
Cash flows from operating activities:
  Net income                                  $ 1,683,340   $  917,469
  Adjustments to reconcile net income
    to net cash provided by operating
    activities:
      Depreciation and amortization                   650          340
      Net amortization of discount on
        mortgage investments                       (3,887)        (718)
      Changes in assets and liabilities:
        Accrued interest receivable              (308,991)     (60,062)
        Other assets                             (107,777)    (150,162)
        Accounts payable and accrued
          liabilities                              97,660      269,938
          Net cash provided by operating      -----------    ---------
            activities:                         1,360,995      976,805
                                              -----------    ---------
Cash flows from investing activities:
  Investment in residential mortgages
    and contracts for deed                     (1,727,862)  (3,259,290)
  Principal receipts on residential
    mortgages and contracts for deed              492,152      489,831
  Investment in interim mortgages              (9,312,580)  (4,615,286)
  Principal receipts on interim mortgages       5,353,288    2,493,290
        Net cash used in investing            -----------   ----------
         activities:                           (5,195,002)  (4,891,455)
                                              -----------   ----------
Cash flows from financing activities:
  Proceeds from issuance of shares of
    beneficial interest                         6,727,036    6,374,826
  Purchase of treasury stock                     (250,000)      --
  Net borrowings (payments)on
    credit line                                  (810,000)  (1,630,000)
  Receivable from affiliate                       (65,247)      16,732
  Dividends                                    (1,727,577)    (968,033)
        Net cash provided by financing        -----------   ----------
          activities:                           3,926,886    3,793,555
                                              -----------   ----------
Net increase (decrease)in cash                     92,879     (121,095)

Cash at beginning of period                        33,569      200,912
                                              -----------   ----------
Cash at end of period                         $   126,448   $   79,817
                                              -----------   ----------
Interest paid                                 $    15,135   $  180,727
                                              -----------   ----------
<FN>
See accompanying note to financial statements.
</FN>
</TABLE>                                  -4-


                            UNITED MORTGAGE TRUST
                       Notes to Financial Statements
                               March 31, 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 a
shareholder, UMT Advisors, Inc., (the "Advisors") 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.

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 ended March 31, 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 expires on July 10, 2002. The
line-of-credit is collateralized with the assignment of certain
Residential Mortgages.  Interest on the outstanding balance was
5.25% at March 31, 2002 and was based on 0.50% above the bank's
prime rate. Interest during the March quarter of 2001 on the
$7,000,000 line of credit in place at that time was fixed at 10.5%.
The outstanding balances on the lines of credit were zero and
$5,370,000 at March 31, 2002 and 2001, 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 $83,000 and $52,000 for
the periods ended March 31, 2002 and 2001, 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 is calculated as 3% of Net
Proceeds (Gross Proceeds less selling commissions and wholesaling and
marketing allocations). Fees paid during the three months ended March
31, 2002 and 2001 were $199,000 and $197,000, respectively.

     Interest expense for the 2001 period was paid by the advisor
under the terms of an Interest Funding Agreement dated July 1, 2001 in
which the Advisor agreed to bear the interest expense on the Company's
line of credit for the calendar year 2001. That amount was $181,000
during the 2001 quarter.

     The Company has a Mortgage Servicing Agreement with South Central
Mortgage, Inc., ("SCMI"), an affiliate, incurring service fees of
$47,000 and $44,000 during the three ended March 31, 2002 and 2001,
respectively.

     Under the terms of an agreement dated May 1, 2002 but effective
from January 1, 2002, referred to as the Yield Contribution Agreement,
UMTA agreed to contribute from time to time the amount necessary to
allow UMT to maintain a 10% dividend to its shareholders through June
30, 2002. During the current quarter that amount was $200,000.




















                                 -6-



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

               RESULTS OF OPERATIONS FOR THE THREE MONTHS
                     ENDED MARCH 31, 2002 AND 2001

     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 table sets forth certain information about the
Mortgage Investments that we purchased during the periods set forth
below.

                                            Three Months Ended
                                                 March 31,
                                        2002                   2001
                                        ---------------------------

RESIDENTIAL MORTGAGES
Purchase price                          $ 1,616,000     $ 1,702,000
Total number                                     30              38
Number purchased from affiliates                  0               7
Number purchased from other sources              30              31
Blended interest rate                        13.33%          11.95%
Aggregate principal balance             $ 1,618,000     $ 1,717,000
Average principal balance                   $54,000         $45,000
Remaining term in months (1)                    244             319
Current yield (1)                            13.22%          12.06%
Investment-to-value ratio (1)(2)             79.13%          77.92%

CONTRACTS FOR DEED
Purchase price                          $   110,000     $ 1,509,000
Total number                                      3              30
Number purchased from affiliates                  0               0
Number purchased from other sources               3              30
Blended interest rate                        11.90%          11.59%
Aggregate principal balance             $   110,000     $ 1,511,000
Average principal balance                   $37,000         $50,000
Remaining term in months (1)                    332             329
Current yield (1)                            11.90%          11.61%
Investment-to-value ratio (1)(2)             73.01%          83.74%


INTERIM MORTGAGES
Portfolio beginning balance at 12/31    $17,530,000     $ 6,453,000
Portfolio ended balance at 9/30         $21,497,000     $ 8,575,000
Net increase in portfolio
  from prior period                     $ 3,967,000     $ 2,122,000
Total number participated in
  during period                                 600             296
Number purchased from affiliates                515             296
Number purchased from other sources              85               0
Blended interest rate                        13.06%          12.75%
Remaining term in months: less than       12 months       12 months
Current yield at year-end (1)                13.24%          12.93%
Investment-to-value ratio (1)(2)             56.00%          54.00%

(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 March 31, 2002 our mortgage portfolio in the aggregate
consisted of 620 Residential Mortgages, 258 Contracts for Deed and 456
Interim Mortgages. As of the dates of purchase, the portfolio had an
unpaid principal balance of $62,243,000, and was purchased for a
discounted price of $61,377,000 (98.61% of the unpaid principal
balance). The average loan in the portfolio had a blended interest
rate of 12.25%, a current annual yield of 12.42%, an investment-to-
value ratio of 74.42%, an unpaid principal balance of $47,000, and a
term remaining of 339 months for Residential Mortgages and Contracts
for Deed and less than 12 months for Interim Mortgages.

     By comparison as of March 31, 2001 our mortgage portfolio in the
aggregate consisted of 562 Residential Mortgages, 224 Contracts for
Deed and 230 Interim Mortgages. As of the dates of purchase, the
portfolio had an unpaid principal balance of $44,822,000, and was
purchased for a discounted price of $43,867,000 (97.87% of the unpaid
principal balance). The average loan in the portfolio had a blended
interest rate of 11.89%, a current annual yield of 12.15%, an
investment-to-value ratio of 81.40%, an unpaid principal balance of
$44,000, and a term remaining of 339 months for Residential Mortgages
and Contracts for Deed and less than 12 months for Interim Mortgages.

     All of the properties that were security for the Residential
Mortgages and Interim Mortgages were located in the United States.
Each of the properties was adequately covered by a mortgagee's title
insurance policy and hazard insurance.

     During the three-month periods ended March 31, 2002 and 2001 our
investments generated $1,682,000 and $1,203,000 in interest income,
which represented a 40% increase. The rise was attributed to a 39%
increase in Mortgage Investments purchased between periods using Net
Offering Proceeds derived from the sale of our Shares during between
periods. Our total income during the current period was $1,882,000,
which included a $200,000 received from our Advisor as part of the
Yield Contribution Agreement, which provides for a 10% dividend paid
to our shareholders. The yield contribution is used to supplement
income, as we continue to balance our portfolio between lower yield
Residential Mortgages and Contracts for Deed and higher yield Interim
Mortgages. The mix of our portfolio continued to change during the
current quarter. Interim Mortgages represented 34.44% of our portfolio
at March 31, 2002 compared to 30.64% at 2001 year-end, and 19.16% at
the end of the March 2001 quarter. The blended interest rate on the
Interim Mortgage portion of our portfolio was 13.06% compared to
11.82% for Residential Mortgages and Contracts for Deed. As the
balance is further adjusted during the coming periods it may be
necessary for our Advisor to continue to contribute to our yield in
order to maintain a 10% dividend rate.

     As of March 31, 2002, our default rate was 5.5% compared to 3.29%
at the end of the 2001 period. Recoursed defaulted loans were 2.03%
and non-recoursed loans were 3.48%, compared to 1.75% and 1.54% during
the comparable 2001 period. During the 2002-quarter, three defaulted
loans were sold compared to 13 during the 2001 quarter. The slow down
in sales of defaulted loans that began during the summer of 2001
continued through the current period. We believe that the slow down in
sales of defaulted properties was due, first, to our tightening of
underwriting standards, shrinking the pool of available buyers, and
second, to the lower interest rate environment encouraging homebuyers
to seek traditional mortgage loan financing. Non-recoursed defaults
are assets that are not producing income and therefore lower the
amount of income we have to distribute to our shareholders.

     Operating expense as a percentage of income was 9.75% and 9.11%
for the 2002 and 2001 three-month periods, and as a percentage of
Average Invested Assets were 0.30% and 0.25% during the three-month
periods, respectively. The expenses for the three-month periods were
$183,000 and $110,000, a 67% increase. Expenses were primarily the
Trust Management Fee of $83,000 and $52,000, respectively, and loan
servicing fees of $47,000 and $44,000, respectively. Both categories
increase as the unpaid principal balance of the portfolio increases.

     Interest expense during the comparable periods decreased by 92%
as we paid down the outstanding balance of the credit facility during
the 2002 period compared to an outstanding balance at the end of the
2001 period of $5,370,000. During the 2001 our Advisor funded interest
expense under the an Interest Funding Agreement dated July 1, 2001 in
which the Advisor agrees to bear the interest expense on our line of
credit for the calendar year 2001. During the three-month period that
amounted to a reimbursement of $180,000.

     Net income was $1,683,000 and $917,000 for the three months ended
March 31, 2002 and 2001, respectively. Earnings per weighted average
share were $0.49 and $0.45, respectively.

    Dividends declared and paid per share of beneficial interest
during the comparable periods were the same, $0.49, which represent a
10% annualized rate of return for our shareholders.









                                 -11-



               CAPITAL RESOURCES AND LIQUIDITY FOR
          THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001

     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.

                                                  THREE-MONTH PERIODS
                                                    ENDED MARCH 31,
                                             2002                    2001
                                             ----------------------------
Shares issued                                    386,056          366,874
Number of new shareholders                           153              123
Gross offering proceeds                      $ 7,721,000      $ 7,337,000
Net offering proceeds (after deduction
  of selling commissions and fees)           $ 6,727,000      $ 6,375,000
Principal receipts from Residential
  Mortgages and Contracts for Deed           $   492,000      $   490,000
Principal receipts from Interim Mortgages    $ 5,353,000      $ 2,493,000
Net borrowing from credit line               $  (810,000)     $(1,630,000)

     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 March 31, 2002, we had issued an aggregate of 3,715,967
shares of beneficial interest and repurchased into treasury, through
our Share Repurchase Plan, 51,642 shares resulting in total share
outstanding of 3,664,325. Gross Offering Proceeds through the 2002
March quarter were $74,068,000 with Net Offering Proceeds to us of
$65,030,000. By comparison at the end of the 2000-quarter we had sold
2,240,911 shares resulting in Gross Offering Proceeds of $44,820,000
and Net Offering Proceeds to us of $39,910,000.

     With Trustee approval and effective July 11, 2001 we extended
and increased our credit facility with the same lender to
$10,000,000 from $7,000,000. The term of the agreement is 12 months.
The line-of-credit was collateralized with the assignment of certain
Residential Mortgages.  Interest is calculated at bank's prime rate
plus 0.50%, or 5.25% at March 31 2002. 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 at March 31, 2002 was zero and $5,370,000 at 2001-quarter
end.




                                -12-



PART II - OTHER INFORMATION

None

Item 6. Exhibits

Exhibit 1. - Yield Contribution Agreement between UMT Advisors, Inc.
and United Mortgage Trust dated May 1, 2002.














































                                 -13-




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:  May 15, 2002                   /S/Christine A. Griffin
                                      Christine A. Griffin
                                           President







































                                  -14-


                 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



Board of Directors
United Mortgage Trust


We have reviewed the accompanying balance sheets of United Mortgage
Trust as of March 31, 2002 and the related statements of income for the
three months then ended and cash flows for the three 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.

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 generally accepted accounting
principles.

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.

                                     Jackson & Rhodes P.C.

Dallas, Texas
May 14, 2002











                                  -15-


Exhibit 1.

Yield Contribution Agreement

     This Agreement is entered into on this 1st day of May 2002, by and
between United Mortgage Trust, a Maryland real estate investment trust,
and UMT Advisors, Inc, a Texas Corporation.

     WHEREAS United Mortgage Trust purchases first lien mortgage loans
for investment and distributes the income, net of loan servicing and
administrative expenses to its shareholders, and;

     WHEREAS the loans purchased by United Mortgage Trust have various
fixed rates of interest and;

     WHEREAS United Mortgage Trust endeavors to blend interest rates
from long term mortgage loans with higher yield interim loans to
produce a net yield sufficient to maintain a 10% minimum dividend rate
for its shareholders, and;

     WHEREAS the ratio of long term loans to interim loans has resulted
in a net yield below the amount required to sustain the 10% dividend
rate solely from interest income, and;

     WHEREAS United Mortgage Trust has amended it loan acquisition
profile so as to purchase a higher percentage of high yield interim
loans, and;

     WHEREAS United Mortgage Trust intends to maintain the 10% minimum
dividend rate for its shareholders and;

     WHEREAS UMT Advisors, Inc. desires to assist United Mortgage Trust
in maintaining the 10% dividend rate,

IT IS AGREED AS FOLLOWS:

Effective as of March 31, 2002 and continuing through June 30, 2002,
UMT Advisors, Inc. will contribute amounts necessary to ensure a 10%
dividend distribution by United Mortgage Trust from cash available
for distribution from operations and retained earnings
("Contribution").

United Mortgage Trust will accrue a receivable through June 30, 2002
from UMT Advisors, Inc. for the contribution necessary to achieve
the 10% dividend.

This agreement may extend for successive quarters at the election of
UMT Advisors, Inc.

Beginning on March 31, 2003 and continuing quarterly through
December 31 2004, UMT Advisors, Inc. shall pay to United Mortgage
Trust a minimum of 12.5% of the accrual resultant from the
Contribution.

Effective January 1, 2002, UMT Advisors, Inc.'s incentive
compensation has been amended from 25% of the net yield in excess of
a 10% annualized yield to 100% of the net yield in excess of 10%
until such time where UMT Advisors, Inc. has received an amount
equal to 25% of the net yield in excess of a 10% annual yield and an
amount equal to the Bank Line Interest Expense paid by UMT Advisors,
Inc. under the Interest Funding Agreement.  The incentive
compensation shall remain amended as stated above until such time
UMT Advisors, Inc. recoups the Interest funded and the Contributions
funded.

United Mortgage Trust shall have the right of offset, subsequent to
March 31, 2002, any fees or incentive compensation due UMT Advisors,
Inc. up to an amount equal to the quarterly payments due under the
Interest Funding Agreement and this Yield Contribution Agreement.

As further consideration for this Agreement United Mortgage Trust
agrees to extend the quarterly payment requirement under the
Interest Funding Agreement from March 31, 2002 to March 31, 2003.


AGREED TO AND ACCEPTED BY:


UNITED MORTGAGE TRUST                     UMT ADVISORS, INC.


_________________________                 _________________________
Christine Griffin, President              Todd Etter, Chairman