<PAGE>
                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 September 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 38016
                     -------------------------------------
                    (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 October 31, 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.



<PAGE>
                      UNION PLANTERS MORTGAGE FINANCE CORP.


                                    FORM 10-Q



                                      INDEX


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

      Item 1.   Financial Statements

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

                Statement of Operations for the three and nine months
                ended September 30, 2001 and 2000......................................................................4

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

                Statement of Cash Flows for the nine months
                ended September 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

      Item 3.   Quantitative and Qualitative Disclosure
                about Market Risk......................................................................................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>


                                       2
<PAGE>
                      UNION PLANTERS MORTGAGE FINANCE CORP.
                                  BALANCE SHEET
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                         SEPTEMBER 30,         DECEMBER 31,
                                                                              2001                 2000
                                                                         -------------         -------------
                                                                               (DOLLARS IN THOUSANDS)
<S>                                                                      <C>                   <C>
Cash...............................................................         $    356             $     245
Income taxes receivable............................................              128                   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.

                                       3


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


<TABLE>
<CAPTION>
                                                                   THREE MONTHS ENDED                    NINE MONTHS ENDED
                                                                     SEPTEMBER 30,                         SEPTEMBER 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
                                                              ----------         ----------         ----------          ----------

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

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


                                       4
<PAGE>
                      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, SEPTEMBER 30, 2001.......         $      --          $       10          $      331         $      341
                                           =========          ==========          ==========         ==========
</TABLE>

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

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


                                       5
<PAGE>


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

<TABLE>
<CAPTION>

                                                                          NINE MONTHS ENDED
                                                                            SEPTEMBER 30,
                                                                 -------------------------------------
                                                                       2001               2000
                                                                 -----------------  ------------------
                                                                        (DOLLARS IN THOUSANDS)
<S>                                                               <C>               <C>
OPERATING ACTIVITIES
  Net loss..................................................         $       (9)        $      (10)
  Net decrease (increase) in income taxes receivable........                145                (41)
  Net decrease in other liabilities.........................                (25)               (44)
                                                                     ----------         ----------
          Net cash provided by (used) in operating
            activities......................................                111                (95)
                                                                     ----------         ----------

INVESTING ACTIVITIES
  Purchase of loans from parent company.....................                 --           (127,060)
  Net proceeds from sale of loans to a trust................                 --            127,060
                                                                     ----------         ----------
          Net cash provided by investing activities.........                 --                 --
                                                                     ----------         ----------

FINANCING ACTIVITIES
  Issuance of notes payable to parent company...............                 --            127,060
  Repayment of notes payable to parent company..............                 --           (127,060)
                                                                     ----------         ----------
          Net cash used by financing activities.............                 --                 --
                                                                     ----------         ----------
Net increase (decrease) in cash.............................                111                (95)
Cash at beginning of period.................................                245                489
                                                                     ----------         ----------
Cash at end of period.......................................         $      356         $      394
                                                                     ==========         ==========
</TABLE>

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

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


                                       6
<PAGE>


                      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 accounting principles generally accepted in the United States of
America and general practice within the financial services industry. The
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America 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.  SALE OF LOANS

      In July 2000, the Company securitized approximately $127 million in
principal amount of FHA-insured and VA-guaranteed mortgage loans serviced by the
Bank. In the July 2000 transaction, all of the expenses were borne by the Bank.
The transaction was accounted for as a sale in accordance with the provisions of
Statement of Financial Accounting Standards ("SFAS") No. 125, "Accounting for
Transfer and Servicing of Financial Assets and Extinguishment of Liabilities."
The following summarizes the transactions for the nine months ended September
30, 2001 and 2000.

<TABLE>
<CAPTION>
                                                         NINE MONTHS ENDED
                                                           SEPTEMBER 30,
                                               ---------------------------------------
                                                     2001                 2000
                                               ------------------   ------------------
                                                       (DOLLARS IN THOUSANDS)
<S>                                            <C>                  <C>
Proceeds from sale of loans................        $       --           $  127,060
Principal balance of loans.................                --             (127,060)
                                                   ----------           ----------
          Gain.............................                --                   --
Costs......................................                --                   --
                                                   ----------           ----------
          Net gain on the sale of loans ...        $       --           $       --
                                                   ==========           ==========
</TABLE>


                                       7
<PAGE>


ITEM 2.    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
indirect 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 the years 1998, 1999,
and 2000. The Company has not engaged in any securitization transactions in the
first nine months of 2001. In the future, the Company may finance other types of
loans and assets.

      Results of operations for the nine months ended September 30, 2001 and
2000 included expenses related to the audit of the Company.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

      Not applicable.


                                       8
<PAGE>


                      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

         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).


                                       9
<PAGE>

         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).

         (b)      Reports on Form 8-K

                  None


                                       10
<PAGE>


                                    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: November 14, 2001                  By:      /s/ Lou Ann Poynter
                                             ----------------------------------
                                                  Lou Ann Poynter
                                                  President and
                                                  Chief Executive Officer


                                         By:      /s/ Douglas R. Miller
                                             ----------------------------------
                                                  Douglas R. Miller
                                                  Vice President and
                                                  Secretary


                                       11