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:  333-63752-02

         Union Planters Mortgage Loan Trust
         Mortgage Pass-Through Certificates
         Series 2001-UP2
         (Exact name of registrant as specified in its charter)



   New York                                        52-2338556
                                                   52-2338557
  (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, Maryland                                   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 28, 2002 on behalf of Union Planters Mortgage Loan Trust
  Mortgage Pass-Through Certificates, Series 2001-UP2 established pursuant
  to the Pooling and Servicing Agreement among Salomon Brothers Mortgage
  Securities VII, Inc as Depositor, Union Planters PMAC, Inc. as Master
  Servicer, and Wells Fargo Bank Minnesota, N.A. as Trustee pursuant to which
  Salomon Brothers Mortgage Securities VII, Inc., Mortgage Pass-Through
  Certificates, Series 2001-UP2 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) Union Planters National Bank, as Servicer <F1>


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




       a) Union Planters National Bank, as Servicer <F1>


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




       a) Union Planters National Bank, as Servicer <F1>


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


   (b)  On November 07, 2001, December 11, 2001, and January 10, 2002
        reports on Form 8-K were filed by the Company in order to provide
        the statements for the monthly distributions to holders of 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:



    Union Planters Mortgage Loan Trust
    Mortgage Pass-Through Certificates
    Series 2001-UP2
    (Registrant)




  Signed:  Wells Fargo Bank Minnesota, N.A. as Trustee

  By:   Kwan Lee, as Vice President

  By: /s/  Kwan Lee

  Dated: December 16, 2002



Sarbanes-Oxley Certification


I, Kwan Lee, 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 Union
     Planters Mortgage Loan Trust Mortgage Pass-Through Certificates Series
     2001-UP2.

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


      Kwan Lee
      [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) Union Planters National Bank, as Servicer <F1>


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




     a) Union Planters National Bank, as Servicer <F1>


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




     a) Union Planters National Bank, 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)

PRICEWATERHOUSECOOPERS   (logo)

PricewaterhouseCoopers LLP
1000 Morgan Keegan Tower
Fifty North Front Street
Memphis TN 38103
Telephone (901) 522 2000
Facsimile(901) 523 2045

Report of Independent Accountants

To the Board of Directors and Shareholders of
Union Planters Corporation
and
Union Planters Bank, N.A.


We have examined management's assertion about Union Planters Bank, N.A
(including Union Planters Mortgage) (the "Company") compliance with the minimum
servicing standards identified in the Mortgage Bankers 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 (see Exhibit I). Management is responsible for the Company's
compliance with those minimum servicing standards. Our responsibility is to
express an opinion on management's assertion about the Company'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 the Company'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 the Company's compliance with the minimum servicing
standards.

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

March 15, 2002


EX 99.2 (a)

UNION
PLANTERS
CORPORATION   (logo)

Exhibit 1

Management's Assertion Concerning Compliance
with USAP Minimum Servicing Standards

March 15, 2002


As of and for the year ended Dccember 31, 2001, Union Planters Bank, N.A
and its subsidiaries (including Union Planters Mortgage) (the "Company") have
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 ("USAP").

As of and for this sample period, the Company had in effect a fidelity bond
and errors and omissions policy in the amounts of $25,000,000 and $25,000,000,
respectively.

Lou Ann Poynter
Senior Executive Vice President
Mortgage Banking

Douglas R. Miller
Executive Vice President and
President & Chief Executive Officer
of Union Planters Mortgage Company

P.0. Box 387 - Memphis, Tennessee 38147


EX 99.3 (a)

UNION
PLANTERS
PMAC    (logo)

Portfolio Mortgage Administration Center

March 29, 2002

Wells Fargo Bank Minnesota, N.A
11000 Broken Land Parkway
Columbia, MD 21044-3562
Attention: Master Servicing

RE: Officer's Certificate

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 Wells
Fargo Bank Mmnesota, N.A.,

(B) I have confirmed that the Servicer is currently an approved FNMA or FHLMC
Servicer in good standing;

(C) I have confirmed that 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 Seller/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 all 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
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, N.A.;

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

Post Office Box 18001, Hattiesburg, Mississippi 39404-8001
215 Forrest Street, Hattiesburg, Mississippi 39401-3476
601-554-2000 * WATS 1-800-986-2462  www.unionplanters.com /mortgage



Wells Fargo Bank Minnesota, N.A.
March 29, 2002
Page 2

(G) All annual reports of Foreclosure and Abandonment of Mortgage Property
requited per section 6050H, 6050J and 6050P of the Interrial Revenue Code,
respectively, have been prepared and filed.

Certified By:
Morgan McCarty

Senior Vice President and
President & Chief Executive Officer of
Union Planters Mortgage, Inc. (Formerly Union Planters PMAC)

3-29-02
Date