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                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 June 30, 2001

                                       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 Administrative Center
                           7130 Goodlett Farms Parkway
                            Cordova, Tennessee 38018
                ------------------------------------------------
                    (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 [X]     No [ ]

As of July 20, 2001, 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.



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                      UNION PLANTERS MORTGAGE FINANCE CORP.


                                    FORM 10-Q



                                      INDEX

<TABLE>
<CAPTION>
                                                                                                                    Page
                                                                                                                    ----
<S>                                                                                                                 <C>
PART I.    FINANCIAL INFORMATION

      Item 1.   Financial Statements (Unaudited)

                Balance Sheet June 30, 2001 and December 31, 2000......................................................3

                Statement of Operations for the three and six months
                ended June 30, 2001 and 2000...........................................................................4

                Statement of Changes in Shareholder's Equity
                for the six months ended June 30, 2001.................................................................5

                Statement of Cash Flows for the six months
                ended June 30, 2001 and 2000...........................................................................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 2.   Changes in Securities and Use of Proceeds..............................................................9

      Item 3.   Default Upon Senior Securities.........................................................................9

      Item 4.   Submission of Matters to a Vote of Security Holders....................................................9

      Item 5.   Other Information......................................................................................9

      Item 6.   Exhibits and Reports on Form 8-K.......................................................................9

      Signatures......................................................................................................11
</TABLE>


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                      UNION PLANTERS MORTGAGE FINANCE CORP.
                                  BALANCE SHEET
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                    JUNE 30,    DECEMBER 31,
                                                                      2001          2000
                                                                    --------    ------------
                                                                     (DOLLARS IN THOUSANDS)
<S>                                                                 <C>         <C>
Cash .......................................................          $206          $245
Income tax receivable ......................................           278           273
Deferred income taxes ......................................            77            77
                                                                      ----          ----
          TOTAL ASSETS .....................................          $561          $595
                                                                      ====          ====

Accrued expenses ...........................................          $220          $220
Tax and other payables to affiliates .......................            --            25
                                                                      ----          ----
          TOTAL LIABILITIES ................................           220           245
                                                                      ----          ----

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 ........................................           331           340
                                                                      ----          ----
          TOTAL SHAREHOLDER'S EQUITY .......................           341           350
                                                                      ----          ----
          TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY .......          $561          $595
                                                                      ====          ====
</TABLE>

--------------------

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


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                      UNION PLANTERS MORTGAGE FINANCE CORP.
                             STATEMENT OF OPERATIONS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                 THREE MONTHS ENDED              SIX MONTHS ENDED
                                                                      JUNE 30,                      JUNE 30,
                                                                 -------------------           -------------------
                                                                 2001           2000           2001           2000
                                                                 ----           ----           ----           ----
                                                                              (DOLLARS IN THOUSANDS)
<S>                                                              <C>            <C>            <C>            <C>
NONINTEREST INCOME
  Net gain on the sale of residential mortgages .......          $ --           $ --           $ --           $ --
                                                                 ----           ----           ----           ----

NONINTEREST EXPENSE
                                                                 ----           ----           ----           ----
  Accounting and auditing fees ........................            15             15             15             15
                                                                 ----           ----           ----           ----

          EARNINGS (LOSS) BEFORE INCOME TAXES .........           (15)           (15)           (15)           (15)
Income tax credit .....................................            (6)            (5)            (6)            (5)
                                                                 ----           ----           ----           ----
         NET EARNINGS (LOSS) ..........................          $ (9)          $(10)          $ (9)          $(10)
                                                                 ====           ====           ====           ====
</TABLE>

--------------------

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


                                       4
<PAGE>   5

                      UNION PLANTERS MORTGAGE FINANCE CORP.
                  STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                                   ADDITIONAL
                                                                  COMMON            PAID-IN            RETAINED
                                                                   STOCK            CAPITAL            EARNINGS             TOTAL
                                                                  ------           ----------          --------             -----
                                                                                      (DOLLARS IN THOUSANDS)
<S>                                                               <C>              <C>                 <C>                  <C>
BALANCE, JANUARY 1, 2001 ............................              $ --               $ 10               $340                $350

Net earnings (loss) .................................                --                 --                 (9)                 (9)
                                                                   ----               ----               ----                ----

BALANCE, JUNE 30, 2001 ..............................              $ --               $ 10               $331                $341
                                                                   ====               ====               ====                ====
</TABLE>

--------------------

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


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                      UNION PLANTERS MORTGAGE FINANCE CORP.
                             STATEMENT OF CASH FLOWS
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                            SIX MONTHS ENDED
                                                                                JUNE 30,
                                                                      ----------------------------
                                                                       2001                  2000
                                                                      ------                ------
                                                                         (DOLLARS IN THOUSANDS)
<S>                                                                   <C>                   <C>
OPERATING ACTIVITIES
  Net earnings (loss) .................................               $   (9)               $  (10)
  Net increase in income tax receivable ...............                   (5)                   --
  Net decrease in other liabilities ...................                  (25)                  (44)
                                                                      ------                ------
          Net cash used by operating activities .......                  (39)                  (54)
                                                                      ------                ------

FINANCING ACTIVITIES
  Issuance of notes payable to parent company .........                   --                    --
  Repayment of notes payable to parent company ........                   --                    --
                                                                      ------                ------
          Net cash used by financing activities .......                   --                    --
                                                                      ------                ------
Net decrease in cash ..................................                  (39)                  (54)
Cash at beginning of period ...........................                  245                   489
                                                                      ------                ------
Cash at end of period .................................               $  206                $  435
                                                                      ======                ======
</TABLE>

--------------------

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


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                      UNION PLANTERS MORTGAGE FINANCE CORP.
                          NOTES TO 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 indirectly wholly owned subsidiary of Union Planters Corporation. 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.


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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

         Union Planters Mortgage Finance Corp. (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
indirectly wholly owned subsidiary of Union Planters Corporation. The Company
was organized to facilitate the securitization of residential mortgage loans and
mortgage-backed certificates of various types through the issuance and sale of
collateralized bonds and pass-through securities. The Company engaged in a
single mortgage loan securitization transaction in each of years 1998, 1999, and
2000. The Company has not engaged in any securitization transactions in the
first six months of 2001. In the future, the Company may finance other types of
loans and assets.

         Results of operations for the three and six months ended June 30, 2001
and 2000 included expenses related to the audit of the Company.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

         Not applicable.


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                      UNION PLANTERS MORTGAGE FINANCE CORP.

                           PART II - OTHER INFORMATION

ITEM 1 -- LEGAL PROCEEDINGS

                  None.

ITEM 2 -- CHANGES IN SECURITIES AND USE OF PROCEEDS

                  None.

ITEM 3 -- DEFAULT UPON SENIOR SECURITIES

                  None.

ITEM 4-- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  None.

ITEM 5 -- OTHER INFORMATION

                  None.

ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS

<TABLE>
         <S>      <C>
         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).
</TABLE>


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<TABLE>
         <S>      <C>
         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).

         4.7      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).

         4.8      Copy of Series 2000-1 Pooling and Servicing Agreement, dated
                  as of July 1, 2000, 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 August 4,
                  2000).

         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).
</TABLE>

         (b)      REPORTS ON FORM 8-K

                  None.


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                                    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:     July 23, 2001             By:          /s/ Douglas R. Miller
      -----------------------          ---------------------------------------
                                                 Douglas R. Miller
                                                 President and
                                                 Chief Executive Officer




                                    By:          /s/ Mark Mosteller
                                       ---------------------------------------
                                                 Mark Mosteller
                                                 Vice President and
                                                 Secretary


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