UNITED STATES SECURITIES AND
EXCHANGE COMMISSION

WASHINGTON, DC
20549

FORM 10-Q



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


For the quarterly period ended March 31, 2002

OR

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


For the transition period from __________ to
__________



Commission File Number 000-23849

UNION PLANTERS MORTGAGE FINANCE CORP.

(Exact name of registrant as specified in its
charter)



Delaware												62-1712370

(State or other Jurisdiction of													(IRS Employer
Identification No.)

Incorporation or Organization)

Union Planters Corporation

6200 Poplar Ave.

Memphis, Tennessee 38119

(Address of principal executive offices)

Registrant’s telephone number, including
area code: (901) 580-6000

N/A

(former name)

Indicate by check mark whether the Registrant
(i) 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 short period that the Registrant was
required to file such report), and (ii) has been subject to such
filing requirements for the past 90 days:

Yes þ 		No
 ̈

As of April 30, 2002, the latest practicable
date, there were 1,000 shares of Union Planters Mortgage Finance
Corp. common stock outstanding.

The registrant meets the conditions set forth in
General Instruction H(1)(a) and (b) of Form 10-Q and is therefore
filing this Form 10-Q with the reduced disclosure format.

UNION PLANTERS MORTGAGE FINANCE CORP.



FORM 10-Q





INDEX





|Part I.    | Financial Information                                                                  | Page
|---------- | -------------------------------------------------------------------------------------- | ----
|           |                                                                                        |     
|Item 1.    | Financial Statements (Unaudited)                                                       |     
|           | Balance Sheet March 31, 2002, March 31, 2001 and
December 31, 2001                     | 3   
|           | Statement of Operations for the three months
ended March 31, 2002 and 2001             | 4   
|           | Statement of Changes in Shareholder’s
Equity for the three months ended March 31, 2002 | 5   
|           | Statement of Cash Flows for the three months
ended March 31, 2002 and 2001             | 6   
|           | Notes to Unaudited Financial
Statements                                                | 7   
|           |                                                                                        |     
|           |                                                                                        |     
|Item 2.    | Management’s Discussion and Analysis of
Financial Condition and Results of Operations  | 8   
|           |                                                                                        |     
|Part II.   | Other Information                                                                      |     
|           |                                                                                        |     
|Item 1.    | Legal Proceedings                                                                      | 9   
|           |                                                                                        |     
|Item 5.    | Other Information                                                                      | 9   
|           |                                                                                        |     
|Item 6.    | Exhibits and Reports on Form 8-K                                                       | 9   
|           |                                                                                        |     
|Signatures |                                                                                        | 11  







Union Planters Mortgage Finance
Corp.

Balance Sheet

(Unaudited)





|                                                | March 31,              | December 31,
|----------------------------------------------- | ---------------------- | ------------
|                                                | 2002                   | 2001        
|                                                | (Dollars in
thousands)
|                                                |                        |             
|Cash                                            | $	330                  | $	221       
|Income tax receivable                           | —                      | 272         
|Deferred income taxes                           | 129                    | 77          
|Total assets                                    | $	459                  | 570         
|                                                |                        |             
|Accrued expenses                                | $	—                    | $	220       
|Deferred tax liability                          | —                      | —           
|Total liabilities                               | —                      | 220         
|                                                |                        |             
|Shareholder’s equity                            |                        |             
|Common stock, par value $.01 per
share,         |                        |             
|1,000 shares authorized, issued and
outstanding | —                      | —           
|Additional paid-in capital                      | 10                     | 10          
|Retained earnings                               | 449                    | 340         
|Total shareholder’s
equity                      | 459                    | 350         
|Total liabilities and shareholder’s
equity      | $	459                  | $	570       
|                                                |                        |             

____________________

The accompanying notes are an integral part of
these financial statements.





Union Planters Mortgage Finance
Corp.

Statement of
Operations

(Unaudited)





|                             | Three Months
Ended    
|---------------------------- | ----------------------
|                             | March 31,             
|                             | 2002                  
|                             | (Dollars in
thousands)
|                             |                       
|Noninterest income           |                       
|Other miscellaneous income   | $	—                   
|                             |                       
|Noninterest expense          |                       
|Other miscellaneous expenses | 23                    
|                             |                       
|Loss before income taxes     | 23                    
|Income tax benefit           | (7)                   
|Net loss                     | $	16                  

____________________

The accompanying notes are an integral part of
these financial statements.



Union Planters Mortgage Finance
Corp.

Statement of Changes in
Shareholder’s Equity

(Unaudited)



|                           |                        |  | Additional |  |          |  |      
|-------------------------- | ---------------------- |  | ---------- |  | -------- |  | -----
|                           | Common                 |  | Paid-in    |  | Retained |  |      
|                           | Stock                  |  | Capital    |  | Earnings |  | Total
|                           | (Dollars in
thousands)
|                           |                        |  |            |  |          |  |      
|Balance, December 31, 2001 | $	—                    |  | $	10       |  | $	465    |  | $	475
|Net loss                   | —                      |  | —          |  | (16)     |  | (16) 
|Balance, March 31, 2002    | $	—                    |  | $	10       |  | $	449    |  | $	459
|                           |                        |  |            |  |          |  |      

____________________

The accompanying notes are an integral part of
these financial statements.



Union Planters Mortgage Finance
Corp.

Statement of Cash
Flows

(Unaudited)



|                                      | Three Months
Ended    
|------------------------------------- | ----------------------
|                                      | March 31,             
|                                      | 2002                  
|                                      | (Dollars in
thousands)
|                                      |                       
|                                      |                       
|Operating activities                  |                       
|Net loss                              | $	(16)                
|Net decrease in other liabilities     | (9)                   
|Net cash used by operating activities | (25)                  
|                                      |                       
|Net decrease in cash                  | (25)                  
|Cash at beginning of period           | 355                   
|Cash at end of period                 | $	330                 

____________________

The accompanying notes are an integral part of
these financial statements.



UNION PLANTERS MORTGAGE FINANCE
CORP.

Notes to Unaudited Financial
Statements



Note 1. Business and Summary of Significant
Accounting Policies

Basis of Presentation. The
financial statements include the accounts of Union Planters
Mortgage Finance Corp. (the Company.) The Company was established
September 5, 1997 as a wholly-owned, limited-purpose finance
subsidiary of Union Planters Bank, National Association (the
"Bank"), which in turn is an indirect wholly-owned subsidiary of
Union Planters Corporation ("UPC"). The Company was organized to
facilitate the securitization of loans and other assets through the
issuance and sale of collateralized bonds and pass-through
securities through trusts established by the Company. Securities
issued through trusts will be secured primarily by residential
mortgage loans and mortgage-backed certificates of various types.
These financial statements do not include the accounts of the
trusts established to carry out the issuance and sale of
collateralized bonds and pass-through securities.

Use of Estimates. The accounting
and reporting policies of the Company conform with generally
accepted accounting principles and general practice within the
financial services industry in the United States. The preparation
of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial
statements and accompanying notes; actual results could differ from
these estimates.

Note 2. Income Taxes

Income taxes are computed on a separate company
basis. The Company will file a consolidated federal income tax
return with the Bank and UPC.



Item 2.	MANAGEMENT’S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND

RESULTS OF OPERATIONS





UNION PLANTERS MORTGAGE FINANCE
CORP.

MANAGEMENT’S DISCUSSION
AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS
OF OPERATIONS



The following discussion and analysis should be
read in conjunction with the financial statements and related notes
thereto.

GENERAL

There were no transactions in the first quarter
of 2002 or 2001.











UNION PLANTERS MORTGAGE FINANCE
CORP.

PART II - OTHER
INFORMATION



Item 1 3⁄4
Legal Proceedings

None.

Item 5 3⁄4
Other Information

None.

Item 6 3⁄4
Exhibits and Reports on Form 8-K

(a)	Exhibits

3.1	Certificate of Incorporation of the
Registrant (Incorporated herein by reference to the Exhibits to
Registrant’s Registration Statement No. 333-35471 on Form
S-3, filed September 12, 1997). 3.2	Amended and Restated Bylaws of the Registrant
(Incorporated herein by reference to the Exhibits to Pre-Effective
Amendment No. 3 to the Registrant’s Registration Statement
No. 333-35471 on Form S-3, filed January 16, 1998). 4.1	Standard Terms to Pooling and Servicing
Agreement (January 1998 Edition) (Incorporated herein by reference
to the Exhibits to Pre-Effective Amendment No. 3 to the
Registrant’s Registration Statement No. 333-35471 on Form
S-3, filed January 16, 1998). 4.2	Form of Indenture between Registrant and
Trustee (Incorporated herein by reference to the Exhibits to
Pre-Effective Amendment No. 3 to the Registrant’s
Registration Statement No. 333-35471 on Form S-3, filed January 16,
1998). 4.3	Form of Trust Agreement between Registrant
and Trustee (Incorporated herein by reference to the Exhibits to
Pre-Effective Amendment No. 3 to the Registrant’s
Registration Statement No. 333-35471 on Form S-3, filed January 16,
1998). 4.4	Form of Deposit Trust Agreement between
Registrant and Trustee (Incorporated herein by reference to the
Exhibits to Pre-Effective Amendment No. 3 to the Registrant’s
Registration Statement No. 333-35471 on Form S-3, filed January 16,
1998). 4.5	Standard Terms to Pooling and Servicing
Agreement (May 1998 Edition) (Incorporated herein by reference to
Exhibit to the Registrant’s Current Report on Form 8-K ,
filed June 11, 1998). 4.6	Copy of the Series 1998-1 Pooling and
Servicing Agreement, dated as of May 1, 1998, by and among the
Registrant, Union Planters Bank, N.A., as Master Servicer, The Bank
of New York, as Contract of Insurance Holder, and The Bank of New
York, as Trustee (Incorporated herein by reference to Exhibit to
the Registrant’s Current Report on Form 8-K , filed June 11,
1998).


Copy of Series 1999-1 Pooling and Servicing
Agreement, dated as of February 1, 1999, by and among the
Registrant, Union Planters Bank, N.A., as Master Servicer, and
Contract of Insurance Holder, and The Bank of New York, as Trustee
(Incorporated herein by reference to Exhibit to the
Registrant’s Current Report on Form 8-K, filed March 2,
1999).


99.1	Form of Sales Agreement between the
Registrant, as Purchaser, and the Seller (Incorporated herein by
reference to the Exhibits to Pre-Effective Amendment No. 3 to the
Registrant’s Registration Statement No. 333-35471 on Form
S-3, filed January 16, 1998). 99.2	Form of Supplemental Servicing Agreement
(Incorporated herein by reference to the Exhibits to Pre-Effective
Amendment No. 3 to the Registrant’s Registration Statement
No. 333-35471 on Form S-3, filed January 16, 1998).


(b)	Reports on Form 8-K

None.


SIGNATURE



Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.





UNION PLANTERS MORTGAGE FINANCE
CORP. (Registrant)


Date:May 15, 2002				By: /s/ Lou
Ann Poynter

Lou Ann Poynter

President and Chief Executive Officer
 By: /s/ Douglas R.
Miller


Douglas R. Miller

Executive Vice President and Chief Operating Officer