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
      For the fiscal year ended December 31, 2001


      OR

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


       Commission File Number:  333-79283-08

         MASTR Asset Securitization Trust
         Mortgage Pass-Through Certificates
         Series 2001-3
         (Exact name of registrant as specified in its charter)



   New York                                        90-0031709
  (State or other jurisdiction of                  (I.R.S. Employer
  incorporation or organization)                   Identification No.)


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


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


  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 ___







  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 27, 2002 on behalf of

  MASTR Asset Securitization Trust
  Mortgage Pass-Through Certificates, Series 2001-3

  established pursuant to the Pooling and Servicing Agreement among
  Mortgage Asset Securitization Transactions, Inc. as Depositor
  UBS Warburg Real Estate Securities Inc., as Transferor
  Wells Fargo Bank Minnesota, N.A. as Master Servicer
  and Citbank, N.A. as Trustee pursuant to which

  MASTR Asset Securitization Trust,
  Mortgage Pass-Through Certificates, Series 2001-3

  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, 2001.


       a) Cendant Mortgage Corp, as Servicer <F1>
       b) National City Mortgage Co, as Servicer <F1>


    (99.2) Report of Management as to Compliance with Minimum Servicing
           Standards for the year ended December 31, 2001.


       a) Cendant Mortgage Corp, as Servicer <F1>
       b) National City Mortgage Co, as Servicer <F1>


    (99.3) Annual Statements of Compliance under the Pooling and Servicing
           Agreements for the year ended December 31, 2001.


       a) Cendant Mortgage Corp, as Servicer <F1>
       b) National City Mortgage Co, as Servicer <F1>


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


   (b) On January 11, 2002, a report on Form 8-K was filed in order to
       provide the Pooling and Servicing Agreement for 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.

                               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:



    MASTR Asset Securitization Trust
    Mortgage Pass-Through Certificates
    Series 2001-3
    (Registrant)




  Signed:  Wells Fargo Bank Minnesota, N.A. as Master Servicer

  By:   Christine A. Tincher, as Vice President

  By: /s/  Christine A. Tincher

  Dated: December 16, 2002


Sarbanes-Oxley Certification


I, Christine A. Tincher, certify that:

1.   I have reviewed this annual report on Form 10-K, and all reports on Form
     8-K containing distribution or servicing reports filed in respect of
     periods included in the year covered by this annual report, of MASTR Asset
     Securitization Trust Mortgage Pass-Through Certificates Series 2001-3.

2.   Based on my knowledge, the information in these reports, taken as a whole,
     does not contain any untrue statement of a material fact or omit to state a
     material fact necessary to make the statements made, in light of the
     circumstances under which such statements were made, not misleading as of
     the last day of the period covered by this annual report.

3.   Based on my knowledge, the [distribution or servicing] information required
     to be provided to the trustee by the servicer under the pooling and
     servicing agreement is included in these reports.


      Date: December 16, 2002


      Christine A. Tincher
      [Signature]


      Vice President
      [Title]


  Exhibit Index

  Exhibit No.

  (99.1) Annual Independent Accountants' Servicing Reports concerning
         servicing activities for the year ended December 31, 2001.


     a) Cendant Mortgage Corp, as Servicer <F1>
     b) National City Mortgage Co, as Servicer <F1>


  (99.2) Report of Management as to Compliance with Minimum Servicing
         Standards for the year ended December 31, 2001.


     a) Cendant Mortgage Corp, as Servicer <F1>
     b) National City Mortgage Co, as Servicer <F1>


  (99.3) Annual Statements of Compliance under the Pooling and Servicing
         Agreements for the year ended December 31, 2001.


     a) Cendant Mortgage Corp, as Servicer <F1>
     b) National City Mortgage Co, as Servicer <F1>


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


  <F1> Filed herewith.
  <F2> Previously filed.


EX-99.1 (a)

Deloine & Touche LLP
Two Hilton Court
P.O. Box 319
Parsippany, New Jersey 07054-0319

Tel: (973) 683-7000
Fax: (973) 683-7459
www.us.deloitte.com


INDEPENDENT ACCOUNTANT'S REPORT

To Cendant Mortgage Corporation:

We have examined management's assertion about Cendant Mortgage Corporation's
compliance with the minimum servicing standards identified in the Mortgage Bank
Association of America's Uniform Single Attestation Program for Mortgage
Bankers (USAP) as of and for the year ended December 31, 2001 included in the
accompanying management assertion. Management is responsible for Cendant
Mortgage Corporation's compliance with those minimum servicing standards. Our
responsibility is to express an opinion on management's assertion about the
entity's compliance based on our examination.

Our examination was made in accordance with standards established by the
American Institute of Certified Public Accountants and, accordingly, included
examining, on a test basis evidence about Cendant Mortgage Corporation's
compliance with the minimum servicing standards and performing such other
procedures as we considered necessary in the circumstances. We believe that our
examination provides a reasonable basis for our opinion. Our examination does
not provide a legal determination on Cendant Mortgage Corporation's compliance
with the minimum servicing standards.

In our opinion, management's assertion that Cendant Mortgage Corporation
complied with the aforementioned minimum servicing standards as of and for the
year ended December 31, 2001 is fairly stated, in all material respects.



February 15, 2002


EX 99.1 (b)

ERNST & YOUNG  (logo)

Ernst & Young LLP
1300 Huntington Building
925 Euclid Avenue
Cleveland, Ohio 44115-1405
Phone: (216) 861-5000
www.ey.com

Report on Management's Assertion on Compliance with Minimum Servicing Standards
Set Forth in the Uniform Single Attestation Program for Mortgage Bankers

Report of Independent Accountants

Board of Directors
National City Mortgage Co.

We have examined management's assertion, included in the accompanying report
titled Report of Management, that National City Mortgage Co. (NCM) complied
with the minimum servicing standards set forth in the Mortgage Bankers
Association of America's Uniform Single Attestation Program for Mortgage Bankers
(USAP) during the year ended December 31, 2001. Management is responsible for
NCM's compliance with those requirements. Our responsibility is to express an
opinion on management's assertions about NCM's compliance based on our
examination.

Our examination was made in accordance with attestation standards established by
the American Institute of Certified Public Accountants and, accordingly,
included examining, on a test basis, evidence about NCM's compliance with those
requirements and performing such other procedures as we considered necessary in
the circumstances. We believe that our examination provides a reasonable basis
for our opinion. Our examination does not provide a legal determination on NCM's
compliance with specified requirements.

In our opinion, management's assertion, that NCM complied with the
aforementioned requirements during the year ended December 31, 2001, is fairly
stated, in all material respects.

This report is intended solely for the information and use of the audit
committee, management, Federal Home Loan Mortgage Corporation, Federal National
Mortgage Association, Government National Mortgage Association and NCM's private
investors and is not intended to be and should not be used by anyone other than
these specified parties.



January 29, 2002


EX 99.2 (a)

Cendant Mortgage
3000 Leadenhall Road
Mount Laurel, NJ 08054

CENDANT MORTGAGE     (logo)

As of and for the year ended December 31, 2001, Cendant Mortgage Corporation
(the Company) has complied in all material respects with the minimum servicing
standards set forth in the Mortgage Bankers Association of America's Uniform
Single Attestation Program for Mortgage Bankers. As of and for this same period,
the Company had in effect a fidelity bond and errors and omissions policy in the
amount of $110 million and $20 million, respectively.

Cendant Mortgage Corporation



Terence W. Edwards
President and Chief Executive Officer

Mark Danahy
Senior Vice President & Chief Financial Officer

Martin L. Foster
Senior Vice President - Loan Servicing


EX 99.2 (b)

NationalCity
Mortgage        (logo)



National City Mortgage Co.
3232 Newmark Drive - Miamisburg, Ohio 45342
Telephone (937) 910-1200

Mailing Address:
P.O. Box 1820
Dayton, Ohio 45401-1820

Management's Assertion on Compliance with Minimum Servicing Standards Set Forth
in the Uniform Single Attestation Program for Mortgage Bankers

Report of Management

We, as members of management of National City Mortgage Co. (NCM), are
responsible for complying with the minimum servicing standards as set forth in
the Mortgage Bankers Association of America's Uniform Single Attestation Program
for Mortgage Bankers (USAP). We are also responsible for establishing and
maintaining effective internal control over compliance with these standards.
We have performed an evaluation of NCM's compliance with the minimum servicing
standards as set forth in the USAP as of December 31, 2001 and for the year then
ended. Based on this evaluation, we assert that during the year ended December
31, 2001, NCM complied, in all material respects, with the minimum servicing
standards set forth in the USAP.

As of and for this same period, NCM had in effect a fidelity bond and
errors policy in the amount of $95 million and an omissions policy in the amount
of $40 million.

T. Jackson Case Jr., Executive Vice President

January 29, 2002


EX 99.3 (a)

CENDANT
Mortgage    (logo)


June 13, 2002

Wells Fargo Bank Minnesota, NA
Corporate Trust Services
MAC N02702-011
9062 Old Annapolis Road
Columbia, MD 21045

Attn: Dionne Waldron-Dixon

RE:     Officer's Certificate - Annual Certification

Dear Master Servicer:

The undersigned officer certifies the following for Cendant Mortgage Corp.
for the 2001 calendar year. To the best of our knowledge:

a)  The activities and performances of the Servicer during the preceding fiscal
    year under the terms of the Servicing Agreement, Trust Agreement, Pooling
    and Servicing Agreement and/or Servicer Guide and to the best of my
    knowledge, the Servicer has fulfilled all of its duties, responsibilities
    or obligations under these Agreements throughout such year, or if there has
    been a default or failure of the Servicer to perform any such duties,
    responsibilities or obligations, a description of each default or failure
    and the nature and status thereof has been reported to Wells Fargo:

b)  The Servicer is currently an approved FNMA or FHLMC Servicer in good
    standing;

c)  The Fidelity Bond, the Errors and Omissions Insurance Policy and any other
    bonds required under the terms of the Servicing Agreement, Trust Agreement,
    Pooling and Servicing Agreement and/or Servicer Guide are in full force and
    effect;

d)  All premiums for each Hazard Insurance Policy, Flood Insurance Policy (if
    applicable) and Primary Mortgage Insurance Policy (if applicable), with
    respect to each Mortgaged Property, have been paid and that such insurance
    policies are in full force and effect;

e)  All real estate taxes, governmental assessments and any other expenses
    accrued and due, that if not paid could result in a lien or encumbrance on
    any Mortgage Property, have been paid, or if any such costs or expenses have
    been paid with respect to any Mortgaged Property, the reason for the non-
    payment has been reported to Wells Fargo;

f)  All Custodial Accounts have been reconciled and are properly funded; and

g)  All annual reports of Foreclosure and Abandonment of Mortgaged Property
    required per section 6050J and 6050P of the Internal Revenue Code,
    respectively, have been prepared and filed.

Certified by:

Officer- Marc J. Hinkle

Vice President - Loan Servicing

Title

6/13/2002
Date


EX 99.3 (b)

National City
Mortgage (logo)

National City Mortgage Co.
3232 Newmark Drive - Miamisburg, Ohio 45342
Telephone (937) 910-1200

Mailing Address:
P.O. Box 1820
Dayton, Ohio 45401-1820


Wells Fargo Bank, Minnesota NA
Attn: Dionne Waldron-Dixon
11000 Broken Land Parkway
Columbia, Maryland 21044-3562

RE:     Annual Officer's Servicing Certification

Dear Master Servicer:

The undersigned Officer certifies the following for the 2001 fiscal year:


(a) I have reviewed the activities and performance of the Servicer during
the preceding fiscal year under the terms of the Servicing Agreement, Trust
Agreement, Pooling and Servicing Agreement and/or Seller/Servicer Guide and to
the best of these Officers' knowledge, the Servicer has fulfilled all of its
duties, responsibilities or obligations under these Agreements throughout
such year, or if there has been a default or failure of the servicer to perform
any of such duties, responsibilities or obligations, a description of each
default or failure and the nature and status thereof has been reported to;
(b) I have confirmed that the Servicer is currently an approved FNMA or
FHLMC servicer in good standing;
(c) All premiums for each Hazard Insurance Policy, Flood Insurance Policy
(if applicable) and Primary Mortgage Insurance Policy (if applicable), with
respect to each Mortgaged Property, have been paid and that all such insurance
policies are in full force and effect;
(d) All real estate taxes, governmental assessments and any other expenses
accrued and due, that if not paid could result in a lien or encumbrance on any
Mortgaged Property, have been paid, or if any such costs or expenses have not
been paid with respect to any Mortgaged Property, the reason for the non-
payment has been reported to Wells Fargo Bank Minnesota, NA;
(e) All bonds, mortgages, and title policies are held by National City
Mortgage;
(f) All Custodial Accounts have been reconciled and are properly funded; and
(g) All annual reports of Foreclosure and Abandonment of Mortgage Property
required per section 6050H, 6050J, and 6050P of the Internal Revenue Code,
respectively, have been prepared and filed.

Certified By:

Officer (Mary Beth Criswell)

National City Mortgage
Company

Vice President
Title

March 22, 2002
Date