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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 March 31, 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 April 30, 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>                                                                      <C>
PART I.    FINANCIAL INFORMATION

      Item 1.   Financial Statements (Unaudited)

                Balance Sheet March 31, 2001 and December 31, 2000..........................3

                Statement of Operations for the three months
                ended March 31, 2001 and 2000...............................................4

                Statement of Changes in Shareholder's Equity
                for the three months ended March 31, 2001...................................5

                Statement of Cash Flows for the three months
                ended March 31, 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 Disclosures 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>


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                      UNION PLANTERS MORTGAGE FINANCE CORP.
                                  BALANCE SHEET
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                  MARCH 31,        DECEMBER 31,
                                                                     2001              2000
                                                                  ---------        ------------
                                                                      (DOLLARS IN THOUSANDS)
<S>                                                               <C>              <C>
Cash ....................................................           $221               $245
Income tax receivable ...................................            272                273
Deferred income taxes ...................................             77                 77
                                                                    ----               ----
     TOTAL ASSETS .......................................           $570               $595
                                                                    ====               ====

Accrued expenses ........................................           $220               $220
Taxes payable 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 .....................................            340                340
                                                                    ----               ----
     TOTAL SHAREHOLDER'S EQUITY .........................            350                350
                                                                    ----               ----
     TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY .........           $570               $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
                                                                              MARCH 31,
                                                                   ----------------------------
                                                                      2001               2000
                                                                   ----------        ----------
                                                                      (DOLLARS IN THOUSANDS)

<S>                                                                <C>               <C>
NONINTEREST INCOME
  Net gain on the sale of residential mortgages ....               $       --        $       --
                                                                   ----------        ----------

       EARNINGS BEFORE INCOME TAXES ................                       --                --
Income taxes .......................................                       --                --
                                                                   ----------        ----------
       NET EARNINGS ................................               $       --        $       --
                                                                   ==========        ==========
</TABLE>

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

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


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<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......................             --                --                   --                   --
                                        ---------        ----------           ----------           ----------

BALANCE, MARCH 31, 2001...........      $      --        $       10           $      340           $      350
                                        =========        ==========           ==========           ==========
</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>
                                                                                     THREE MONTHS ENDED
                                                                                         MARCH 31,
                                                                             ---------------------------------
                                                                                2001                   2000
                                                                             ----------             ----------
                                                                                 (DOLLARS IN THOUSANDS)


<S>                                                                          <C>                    <C>
OPERATING ACTIVITIES
  Net earnings ....................................................          $       --             $       --
  Net decrease in income tax receivable............................                   1                     --
  Net decrease in other liabilities................................                 (25)                    (2)
                                                                             ----------             ----------
          Net cash used by operating activities....................                 (24)                    (2)
                                                                             ----------             ----------

INVESTING ACTIVITIES
  Purchase of loans from parent company............................                  --                     --
  Proceeds from sale of loans to a trust...........................                  --                     --
                                                                             ----------             ----------
          Net cash provided by investing activities................                  --                     --
                                                                             ----------             ----------

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...............................................                 (24)                    (2)
Cash at beginning of period........................................                 245                    489
                                                                             ----------             ----------
Cash at end of period..............................................          $      221             $      487
                                                                             ==========             ==========
</TABLE>

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

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


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                      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 a 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
collateralized 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 in the
United States. 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.


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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 a
subsidiary of Union Planters Corporation. There was essentially no business
activity on the part of the Company until May 1998. 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. Securities issued will
be collateralized primarily by residential mortgage loans and mortgage-backed
certificates of various types. In the future, the Company may finance other
types of loans and assets.

      There were no transactions in the first quarter of 2001 and 2000.

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

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).


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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.


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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: April 30, 2001               By:      /s/ Douglas R. Miller
     --------------------              -------------------------------------
                                            Douglas R. Miller
                                            President and
                                            Chief Executive Officer




                                   By:      /s/ Mark E. Mosteller
                                        ------------------------------------
                                            Mark E. Mosteller
                                            Executive Vice President and
                                            Chief Operating Officer


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