<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 20549

                                    FORM 10-K


[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

                   For the fiscal year ended December 31, 2000

                                       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

        Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $0.01 per share

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 [  ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]

Aggregate market value of voting stock held by nonaffiliates of the Registrant
as of the latest practicable date, February 28, 2001: NONE

As of February 28, 2001, the latest practicable date, there were 1,000 shares of
Union Planters Mortgage Finance Corp. common stock outstanding, all of which are
owned by Union Planters Bank, National Association.

The registrant meets the conditions set forth in General Instruction I(1)(a) and
(b) of Form 10-K and, therefore, is furnishing the abbreviated narrative
disclosure specified in Paragraph (2) of General Instruction I.



<PAGE>   2


                                     PART I

ITEM 1--BUSINESS

      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, 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 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. In
the future, the Company may finance other types of loans and assets.

      The Company competes in a national market with other private conduits and
various financial firms. Economic conditions, interest rates, regulatory changes
and market dynamics all influence the securities market.

ITEM 2--PROPERTIES

      The Company has no physical properties.

ITEM 3--LEGAL PROCEEDINGS

      None.

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

      Information in response to this Item is omitted pursuant to General
Instruction I.

                                     PART II

ITEM 5--MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

      All of the Company's outstanding common stock is owned by Union Planters
Bank, National Association. Accordingly, there is no market for its common
stock.

ITEM 6--SELECTED FINANCIAL DATA

      Information in response to this Item is omitted pursuant to General
Instruction I.

ITEM 7--MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

         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 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. In the future, the Company may finance other types of loans and
assets.

         In July 2000, the Company securitized approximately $127 million of
FHA-insured and VA-guaranteed mortgage loans serviced by the Bank. The loans
continue to be serviced by the Bank for a fee (.5% to 1%). Affiliates of the
Company purchased all of the subordinated securities issued in this transaction,
with an approximate market value of $6.0 million. This securitization, treated
as a sale, did not result in any gain or loss for the Company. All expenses
related to the transactions were borne by the Bank. Credit losses not covered by
insurance or guarantee are absorbed by


                                       2
<PAGE>   3
subordinated security holders or, in limited circumstances, the Bank as
servicer. Therefore, the Company carries no loan loss reserves.

         In February 1999, the Company securitized approximately $132 million in
principal amount of previously defaulted FHA-insured and VA-guaranteed mortgage
loans serviced by the Bank. The loans securitized had a weighted-average
maturity of 222 months and a weighted-average interest rate of 9.67% per annum.
The loans will continue to be serviced by the Bank for a one percent fee.
Affiliates of the Company purchased all of the subordinated securities issued in
this transaction, with an approximate market value of $9.3 million. This
securitization, treated as a sale, resulted in a gross gain of approximately
$5.4 million before costs and expenses. Securitization costs and expenses
accrued by the Company were approximately $829,000. Securitization costs and
expenses included underwriting costs, legal and accounting fees, as well as cost
to prepare, record and deliver loan documents and files. Credit losses not
covered by insurance or guarantees are absorbed by subordinated security holders
or, in limited circumstances, the Bank as servicer. Therefore, the Company
carries no loan loss reserves. Excess cash resulting primarily from the net gain
of $4.5 million resulted in declaration of a dividend payment to the Bank of
$3.0 million.

         On May 28, 1998, the Company securitized approximately $381 million in
principal amount of previously defaulted FHA-insured and VA-guaranteed mortgage
loans serviced by the Bank. The loans securitized had a weighted-average
maturity of 218 months and a weighted-average interest rate of 9.87% per annum.
The loans will continue to be serviced by the Bank for a one percent fee.
Affiliates of the Company purchased all of the subordinated securities issued in
this transaction, with an approximate market value of $17.4 million. This
securitization, treated as a sale, resulted in a gross gain of approximately
$20.1 million. Credit losses not covered by insurance or guarantees are absorbed
by subordinated security holders or, in limited circumstances, the Bank as
servicer. Therefore, the Company carries no loan loss reserves. The Company has
incurred and will continue to incur expenses associated with preparation and
maintenance of loan files and recordation of loan documents. Excess cash
resulting largely from a net gain of $17.6 million resulted in declaration of a
dividend to dividend payment to the Bank of $11.0 million.

ITEM 7A--QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

      Not Applicable.

ITEM 8--FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                               ----
      <S>                                                                                                      <C>
      AUDITED FINANCIAL STATEMENTS

      UNION PLANTERS MORTGAGE FINANCE CORP.

      Report of Independent Accountants........................................................................4

      Balance Sheet - December 31, 2000 and 1999...............................................................5

      Statement of Operations - For the years ended December 31, 2000, 1999, and 1998..........................6

      Statement of Shareholders' Equity - For the years ended December 31, 2000, 1999, and 1998................7

      Statement of Cash Flows - For the years ended December 31, 2000, 1999 and 1998 ..........................8

      Notes to Financial Statements............................................................................9
</TABLE>


                                       3
<PAGE>   4


                        REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and Shareholder of Union Planters Mortgage Finance
Corp.


         In our opinion, the accompanying balance sheet and the related
statements of operations, changes in shareholder's equity and cash flows present
fairly, in all material respects, the financial position of Union Planters
Mortgage Finance Corp. (the "Company") at December 31, 2000 and 1999, and the
results of its operations and its cash flows for each of the three years in the
period ended ended December 31, 2000, in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.



/s/ PRICEWATERHOUSECOOPERS LLP
Memphis, Tennessee
February 26, 2001


                                       4

<PAGE>   5


                      UNION PLANTERS MORTGAGE FINANCE CORP.
                                  BALANCE SHEET


<TABLE>
<CAPTION>
                                                                                 DECEMBER 31,
                                                                          ----------------------------
                                                                             2000              1999
                                                                          ---------          ---------
                                                                            (DOLLARS IN THOUSANDS)
<S>                                                                       <C>                <C>
Cash...............................................................       $     245          $     489
Income tax receivable..............................................             273                 --
Deferred income taxes..............................................              77                 45
                                                                          ---------          ---------
          TOTAL ASSETS.............................................       $     595          $     534
                                                                          =========          =========

Accrued expenses...................................................       $     220          $     128
Taxes payable to affiliates........................................              25                 46
                                                                          ---------          ---------
          TOTAL LIABILITIES........................................             245                174
                                                                          ---------          ---------

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                350
                                                                          ---------          ---------
          TOTAL SHAREHOLDER'S EQUITY...............................             350                360
                                                                          ---------          ---------
          TOTAL LIABILITIES AND SHAREHOLDER'S EQUITY...............       $     595          $     534
                                                                          =========          =========
</TABLE>
--------------------

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


                                       5

<PAGE>   6


                     UNION PLANTERS MORTGAGE FINANCE CORP.
                            STATEMENT OF OPERATIONS


<TABLE>
<CAPTION>
                                                                           FOR THE YEARS ENDED
                                                                              DECEMBER 31,
                                                              -----------------------------------------------
                                                                2000               1999              1998
                                                              ----------         ----------        ----------
                                                                         (DOLLARS IN THOUSANDS)
<S>                                                           <C>                <C>               <C>
NONINTEREST INCOME
  Net gain on the sale of residential mortgages......         $       --         $    4,521        $   17,655
                                                              ----------         ----------        ----------

NONINTEREST EXPENSE
  Franchise taxes....................................                 --                 --                 1
  Professional fees..................................                 15                 15                75
                                                              ----------         ----------        ----------
                                                                      15                 15                76
                                                              ----------         ----------        ----------

          EARNINGS (LOSS) BEFORE INCOME TAXES........                (15)             4,506            17,579
Applicable income taxes (benefit)....................                 (5)             1,582             6,153
                                                              ----------         ----------        ----------
         NET EARNINGS (LOSS).........................         $      (10)        $    2,924        $   11,426
                                                              ==========         ==========        ==========
</TABLE>
--------------------

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


                                       6
<PAGE>   7


                      UNION PLANTERS MORTGAGE FINANCE CORP.
                  STATEMENT OF CHANGES IN SHAREHOLDER'S EQUITY
              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999, AND 1998

<TABLE>
<CAPTION>

                                                                    ADDITIONAL
                                                   COMMON             PAID-IN            RETAINED
                                                    STOCK             CAPITAL            EARNINGS             TOTAL
                                               ----------------   ----------------    ----------------   ----------------
                                                                        (DOLLARS IN THOUSANDS)
<S>                                            <C>                <C>                 <C>                <C>
BALANCE, JANUARY 1, 1998...................      $         --       $         10        $         --       $         10

Net earnings...............................                --                 --              11,426             11,426

Dividend paid..............................                --                 --             (11,000)           (11,000)
                                                 ------------       ------------        ------------       ------------

BALANCE, DECEMBER 31, 1998.................                --                 10                 426                436

Net earnings...............................                --                 --               2,924              2,924

Dividends paid.............................                --                 --              (3,000)            (3,000)
                                                 ------------       ------------        ------------       ------------

BALANCE, DECEMBER 31, 1999.................                --                 10                 350                360
                                                 ------------       ------------        ------------       ------------

Net loss...................................                --                 --                 (10)               (10)
                                                 ------------       ------------        ------------       ------------

BALANCE, DECEMBER 31, 2000.................      $         --       $         10        $        340       $        350
                                                 ============       ============        ============       ============

</TABLE>
--------------------

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


                                       7

<PAGE>   8


                      UNION PLANTERS MORTGAGE FINANCE CORP.
                             STATEMENT OF CASH FLOWS


<TABLE>
<CAPTION>
                                                                                       FOR THE YEARS ENDED
                                                                                           DECEMBER 31,
                                                                          ----------------------------------------------
                                                                             2000             1999              1998
                                                                          ----------       ----------        ----------
                                                                                      (DOLLARS IN THOUSANDS)
<S>                                                                       <C>              <C>               <C>
OPERATING ACTIVITIES
  Net earnings (loss)..............................................       $      (10)      $    2,924        $   11,426
  Deferred income tax benefit......................................              (32)             (10)              (35)
  Gain on sale of loans............................................               --           (4,521)          (17,655)
  Net increase in income tax receivable............................             (273)              --                --
  Net increase in accrued expenses and taxes payable
    to affiliates..................................................               71               73               101
  Costs related to sale of loans to a trust........................               --             (829)           (2,449)
                                                                          ----------       ----------        ----------
          Net cash used by operating activities....................             (244)          (1,534)           (6,163)
                                                                          ----------       ----------        ----------

INVESTING ACTIVITIES
  Purchase of loans from parent company............................         (127,060)        (132,467)         (381,173)
  Proceeds from sale of loans to a trust...........................          127,060          137,817           401,277
  Costs related to sale of loans to a trust........................               --             (829)           (2,449)
                                                                          ----------       ----------        ----------
          Net cash provided by investing activities................               --            4,521            17,655
                                                                          ----------       ----------        ----------

FINANCING ACTIVITIES
  Issuance of notes payable to parent company......................          127,060          132,467           383,622
  Repayment of notes payable to parent company.....................         (127,060)        (132,467)         (383,622)
  Cash dividends paid..............................................               --           (3,000)          (11,000)
                                                                          ----------       ----------        ----------
          Net cash used by financing activities....................               --           (3,000)          (11,000)
                                                                          ----------       ----------        ----------
Net increase (decrease) in cash....................................             (244)             (13)              492
Cash at beginning of year..........................................              489              502                10
                                                                          ----------       ----------        ----------
Cash at end of year...........................................            $      245       $      489        $      502
                                                                          ==========       ==========        ==========
</TABLE>

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

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


                                       8
<PAGE>   9


                      UNION PLANTERS MORTGAGE FINANCE CORP.
                          NOTES TO FINANCIAL STATEMENTS

NOTE 1.  BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      USE OF ESTIMATES. The accounting and reporting policies of Union Planters
Mortgage Finance Corp. (the "Company") conform with generally accepted
accounting principles and general practice within the financial services
industry. 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.

      BASIS OF PRESENTATION. The financial statements include the accounts of
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 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.

NOTE 2.  SALE OF LOANS

      In 2000, 1999, and 1998, the Company securitized approximately $127
million, $132 million and $381 million, respectively, in principal amount of
previously defaulted FHA insured and VA guaranteed mortgage loans serviced by
the Bank. The transactions were accounted for as sales 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 gains:


<TABLE>
<CAPTION>

                                                                         FOR THE YEARS ENDED
                                                            -----------------------------------------------
                                                                             DECEMBER 31,
                                                            -----------------------------------------------
                                                               2000             1999              1998
                                                            ------------     -------------     ------------
                                                                        (DOLLARS IN THOUSANDS)
<S>                                                         <C>              <C>               <C>
Proceeds from sale of loans..........................       $    127,060     $    137,817      $    401,277
Principal balance of loans...........................           (127,060)        (132,467)         (381,173)
                                                            ------------     -------------     ------------
          Gain.......................................                 --            5,350            20,104
Costs................................................                 --             (829)           (2,449)
                                                            ------------     ------------      ------------
          Net gain on the sale.......................       $         --     $      4,521      $     17,655
                                                            ============     ============      ============
</TABLE>

NOTE 3.  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. Deferred
income taxes are provided in accordance with SFAS No. 109, "Accounting for
Income Taxes." The components of income tax expense (benefit) are as follows:

<TABLE>
<CAPTION>


                                                                         FOR THE YEARS ENDED
                                                            ------------------------------------------------
                                                                             DECEMBER 31,
                                                            ------------------------------------------------
                                                               2000             1999              1998
                                                            ------------     ------------      ------------
                                                                        (DOLLARS IN THOUSANDS)
<S>                                                         <C>              <C>               <C>
Current..............................................       $         27     $      1,592      $      6,188
Deferred.............................................                (32)             (10)              (35)
                                                            ------------     ------------      ------------
          Total income tax expense (benefit).........       $         (5)    $      1,582      $      6,153
                                                            ============     ============      ============
</TABLE>

                                       9


<PAGE>   10

         The deferred tax asset is composed of accrued expenses that have not
been paid. The Company's effective tax rate does not differ from the federal
statutory rate of 35%.

NOTE 4.  RELATED PARTY

      The Company is financially dependent on agreements with the Bank to effect
certain of its operations, including providing loans and other assets for
securitization and sale. The Company is also financially dependent on agreements
with UPC.

ITEM 9--CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE

      None.
                                    PART III

ITEM 10--DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

      Information in response to this Item is omitted pursuant to General
Instruction I.

ITEM 11--EXECUTIVE COMPENSATION

      Information in response to this Item is omitted pursuant to General
Instruction I.

ITEM 12--SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      Information in response to this Item is omitted pursuant to General
Instruction I.

ITEM 13--CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Information in response to this Item is omitted pursuant to General
Instruction I.

                                     PART IV

ITEM 14--EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

      (a) (1)     Index to financial statements is included in Item 8.

      (a) (2)     Not applicable.

      (a) (3)     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).

                                       10
<PAGE>   11

         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).

         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)      The Registrant filed the following current reports on Form 8-K
                  for the fourth quarter of 2000.

                  None.

         (c)      Exhibits

                  Please refer to Item 14(a)(3) hereinabove.

         (d)      Additional financial statements

                  (1)      Separate Financial Statements of subsidiaries not
                           consolidated and fifty-percent-or-less persons.

                           None.

                  (2)      Affiliates whose securities are pledged as collateral

                           None.

                  (3)      Schedules

                           None.


                                       11
<PAGE>   12


                                   SIGNATURES


      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.



<TABLE>
<S>                                                                    <C>
                                                                       UNION PLANTERS MORTGAGE FINANCE CORP.
                                                                       (Registrant)



Dated:     February 26, 2001                                                    By:   /s/ Douglas R. Miller
       -------------------------------------                                        -----------------------------------------------
                                                                                Douglas R. Miller
                                                                                President and Chief Executive Officer
                                                                                (Principal Executive Officer)



Dated:     February 26, 2001                                                    By:   /s/ Mark E. Mosteller
       -------------------------------------                                        -----------------------------------------------
                                                                                Mark E. Mosteller
                                                                                Vice President and Secretary
                                                                                (Principal Financial Officer)
</TABLE>






      Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.



<TABLE>
<S>                                                                                              <C>
  /s/ Douglas R. Miller                                                                          Dated:   February 26, 2001
--------------------------------------------------------------                                          ---------------------------
Douglas R. Miller
Director


/s/ Mark E. Mosteller                                                                            Dated:   February 26, 2001
--------------------------------------------------------------                                          ---------------------------
Mark E. Mosteller
Director


/s/ Leslie M. Stratton                                                                           Dated:   February 26, 2001
--------------------------------------------------------------                                          ---------------------------
Leslie M. Stratton
Director


/s/ John E. Gnuschke                                                                             Dated:   February 26, 2001
--------------------------------------------------------------                                          ---------------------------
John E. Gnuschke
Director
</TABLE>


                                       12