SECURITIES AND EXCHANGE COMMISSION
                            Washington D. C. 20549
                            ---------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                            ---------------------

                       UNITED FINANCIAL MORTGAGE CORP.

            (Exact name of registrant as specified in its charter)

            ILLINOIS                                     36-3440533
 ________________________________               _____________________________
 (State or other jurisdiction of                       (I.R.S. employer
 incorporation or organization)                     identification number)


 600 Enterprise Drive, Suite 206              Joseph Khoshabe, President
 Oak Brook, Illinois 60523                    United Financial Mortgage Corp.
 (630) 571-7222                               600 Enterprise Drive, Suite 206
 --------------------------------             Oak Brook, IL 60523
 (Address and telephone number of             (630) 571-7222
 Registrant's Principal Executive Offices)    -------------------------------
                                              (Name, address and telephone
                                              number of agent for service)

                         NON-QUALIFIED AND INCENTIVE
                              STOCK OPTION PLAN
                         ---------------------------
                           (Full Title of the Plan)

                       Copies of all communications to:

                            Robert S. Luce, Esq.,
                          399 Quentin Road, Suite A
                              Palatine, IL 60067
                                (847) 776-9729


 Title of each     Amount    Proposed Maximum  Proposed Maximum     Amount
   class o          to be        Offering         Aggregate       Registered-
 securities to   Registered      Price Per        Offering       Registration
 be Registered       (1)         Share (2)        Price (2)         Fee (2)
 --------------  ----------  ----------------  ----------------  ------------
 Common Stock,
 No par value      500,000         $2.00        $1,000,000.00       $250.00


 (1)  Includes an indeterminate number of additional shares that may be
      issued pursuant to the above stock option plan as a result of any
      future stock split, stock dividend or similar adjustment.

 (2)  The Proposed Maximum Offering Price Per Share and Proposed Maximum
      Aggregate Offering price are based upon the market price of the shares
      on the date hereof in accordance with Rule 457(h) of the Securities
      Act of 1933, as amended.  These amounts are calculated solely for the
      purpose of calculating the registration fee pursuant to Rule 457(h)(1)
      under Securities Act of 1933, as amended.

<PAGE>

                                    PART I

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

 Item 1.   Plan Information.*

 Item 2.   Registrant Information and Employee Plan Annual Information.*

 *    Information required  by  Part  I to  be  contained  in  Section  10(a)
 Prospectus is omitted  from the  Registration Statement  in accordance  with
 Rule 428 under the Securities Act of 1933, and Note to Part I of Form S-8.



                                   PART II.

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3. Incorporation of Documents by Reference.

      The  following  documents  are   incorporated  by  reference  in   this
 Registration Statement  of UNITED  FINANCIAL MORTGAGE  CORP. ("UFM"  or  the
 "Registrant") and in the related Section 10(a) prospectus:

      (a)  UFM's Annual Report on  Form 10-KSB for the  year ended April  30,
           2001 filed with the Commission on July 31, 2001.

      (b)  UFM's Quarterly Report  on Form  10-QSB for  the quarterly  period
           ended  July 31, 2001  filed  with  the Commission on September 14,
           2001.

      (c)  See "Description of Securities"  at pages 3 and  4 of the  Section
           10(a) Prospectus relating to the Non-Qualified and Incentive Stock
           Option Plan.

      In addition,  all  documents  subsequently filed  pursuant  to  Section
 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior  to
 the filing of a post-effective amendment which indicates that all securities
 offered have been sold or which  de-registers all securities then  remaining
 unsold,  shall  be  deemed  to  be  incorporated  by  reference  into   this
 registration statement and to be  a part hereof from  the date of filing  of
 such documents.

 Item 4. Description of Securities.

      See item 3. (c) herein

 Item 5. Interests of Named Experts and Counsel.

      The validity of the securities that  have been or may be offered  under
 the UFM Non-Qualified and Incentive Stock Option (the "Plan") will be passed
 upon for UFM by  Robert S. Luce,  Esq., Attorney at  Law, 399 Quentin  Road,
 Suite A, Palatine, Illinois 60067.

 Item 6. Indemnification of Directors and Officers.

      UFM's By-Laws  authorizes  UFM  to  indemnify  any  current  or  former
 director, officer,  employee, or  agent of  UFM, or  a person  serving in  a
 similar post  in  another  organization  at  the  request  of  UFM,  against
 expenses, judgments, fines, and amounts paid  in settlement incurred by  him
 in connection with any  threatened, pending, or  completed action, suit,  or
 proceeding, whether civil,  criminal, administrative,  or investigative,  to
 the fullest extent not prohibited by public policy or other applicable  law.
 The By-Laws  also  authorize UFM    to indemnify  its  directors,  officers,
 employees, or  agents in  terms  sufficiently broad  so  as to  permit  such
 indemnification  under  certain  circumstances  for  liabilities  (including
 provisions permitting  advances for  expenses  incurred) arising  under  the
 Securities Act of 1933, as amended (the "Act").


                                    - 1 -
<PAGE>

 Item 7. Exemption from Registration Claimed.

      Not Applicable.

 Item 8. Exhibits.

      The Exhibits to this Registration Statement are listed in the Index to
 Exhibits on page 5.

 Item 9. Undertakings.

      The undersigned Registrant hereby undertakes:

   (1)  To  file,  during  any  period  in which  offers or  sales are  being
 made, a post-effective amendment to  this Registration Statement to  include
 any material  information  with respect  to  the plan  of  distribution  not
 previously disclosed in the Registration Statement or any material change to
 such information in the registration statement.

   (2)  That,  for  the purpose  of determining any liability under the  Act,
 each such post-effective amendment shall be deemed to be a new  Registration
 Statement relating to the  securities offered therein,  and the offering  of
 such securities at that  time shall be  deemed to be  the initial bona  fide
 offering thereof.

   (3)  To  remove from registration by  means of a post-effective  amendment
 any  of  the  securities  being  registered  which  remain  unsold  at   the
 termination of the offering.

   (4)  That, for purposes of  determining any liability under the Act,  each
 filing of Registrant's annual  report pursuant to  Section 13(a) or  Section
 15(d) of the Securities  Exchange Act of 1934  (and, where applicable,  each
 filing of an employee benefit plan's annual report pursuant to  Section15(d)
 of the Securities Exchange Act of 1934) that is incorporated by reference in
 the Registration  Statement  shall  be  deemed  to  be  a  new  Registration
 Statement relating to the  securities offered therein,  and the offering  of
 such securities at that  time shall be  deemed to be  the initial bona  fide
 offering thereof.

   (5)  That, insofar as indemnification for liabilities under the Act may be
 permitted to  directors,  officers  and controlling  persons  of  Registrant
 pursuant to the foregoing provisions, or otherwise, the Registrant has  been
 advised that in the opinion of  the Securities and Exchange Commission  such
 indemnification is against public  policy as expressed in  the Act, and  is,
 therefore, unenforceable.  In the  event that  a claim  for  indemnification
 against such liabilities (other than payment  by the Registrant of  expenses
 incurred or  paid  by a  director,  officer  or controlling  person  of  the
 Registrant in the successful defense of  any action, suit or proceeding)  is
 asserted by such director, officer or controlling person in connection  with
 the securities being registered, the Registrant will, unless in the  opinion
 of its counsel the matter has been settled by controlling precedent,  submit
 to  a  court   of  appropriate  jurisdiction   the  question  whether   such
 indemnification by UFM is against public policy as expressed in the Act  and
 will be governed by the final adjudication of such issue.

                                    - 2 -
<PAGE>

                                  SIGNATURES

      Pursuant to  the  requirements  of the  Securities  Act  of  1933,  the
 Registrant certifies that it has reasonable grounds to believe that it meets
 all of the requirements  for filing this Registration Statement  on Form S-8
 and has duly caused this Registration Statement  to  be signed on its behalf
 by the undersigned,  thereunto  duly  authorized,  in the City of Oak Brook,
 State of Illinois, on the 2nd day of November, 2001.


                                    UNITED FINANCIAL MORTGAGE CORP.

                                    By: /s/ Steve Khoshabe
                                    ----------------------------------------
                                    Steve Khoshabe, Executive Vice President
                                    and Chief Financial Officer

      Pursuant to  the  requirements of  the  Securities Act  of  1933,  this
 Registration Statement  has been  signed by  the  following persons  in  the
 capacities indicated on November 2, 2001.



      Signature                Title
      ---------                -----

 /s/ Joseph Khoshabe      *    Director
 -------------------
     Joseph Khoshabe


 /s/ Robert S. Luce       *    Director
 -------------------
     Robert S. Luce


 /s/ John A. Clark        *    Director
 -------------------
     John A. Clark


 /s/ Elliot Jacobs        *    Director
 -------------------
     Elliot Jacobs


 /s/ James R. Zuhlke      *    Director
 -------------------
     James R. Zuhlke

 _________________________________
 *The undersigned,  by  signing  his  name  hereto,  does  hereby  sign  this
 Registration Statement on  behalf of each  of the above-indicated  directors
 and officers of  the Registrant pursuant  to a Power  of Attorney signed  by
 such directors and officers.

                                              Robert S. Luce



                                              /s/ Robert S. Luce
                                              ------------------
                                                  Robert S. Luce
                                                  Attorney-in-Fact

                                   -  3  -
<PAGE>


                              INDEX TO EXHIBITS


 Exhibit
 Number                   Description of Exhibits
 ------                   -----------------------
 4.1   Non-Qualified and Incentive Stock Option Plan and the Section 10(a)
       Prospectus relating thereto.

 5.1.  Opinion of Counsel regarding legality

 23.1. Consent of Independent Public Accountant

 24    Powers of Attorney, (see signature page).



                                   -  4  -
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{"company-data": {"conformed-name": "UNITED FINANCIAL MORTGAGE CORP", "cik": "0000916823", "assigned-sic": "6162", "irs-number": "363440533", "state-of-incorporation": "IL", "fiscal-year-end": "0430"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-72706", "film-number": "1773865"}, "business-address": {"street1": "600 ENTERPRISE DR", "street2": "STE 206", "city": "OAK BROOK", "state": "IL", "zip": "60523", "phone": "6305717222"}, "mail-address": {"street1": "600 ENTERPRISE DRIVE", "street2": "STE 206", "city": "OAK BROOK", "state": "IL", "zip": "60523"}}
SECURITIES AND EXCHANGE COMMISSION
                            Washington D. C. 20549
                            ---------------------

                                   FORM S-8
                            REGISTRATION STATEMENT
                                    UNDER
                          THE SECURITIES ACT OF 1933
                            ---------------------

                       UNITED FINANCIAL MORTGAGE CORP.

            (Exact name of registrant as specified in its charter)

            ILLINOIS                                     36-3440533
 ________________________________               _____________________________
 (State or other jurisdiction of                       (I.R.S. employer
 incorporation or organization)                     identification number)

 600 Enterprise Drive, Suite 206              Joseph Khoshabe, President
 Oak Brook, Illinois 60523                    United Financial Mortgage Corp.
 (630) 571-7222                               600 Enterprise Drive, Suite 206
 --------------------------------             Oak Brook, IL 60523
 (Address and telephone number of             (630) 571-7222
 Registrant's Principal Executive Offices)    -------------------------------
                                              (Name, address and telephone
                                              number of agent for service)

                         NON-QUALIFIED AND INCENTIVE
                              STOCK OPTION PLAN
                         ---------------------------
                           (Full Title of the Plan)

                       Copies of all communications to:

                            Robert S. Luce, Esq.,
                          399 Quentin Road, Suite A
                              Palatine, IL 60067
                                (847) 776-9729

 Title of each     Amount    Proposed Maximum  Proposed Maximum     Amount
   class o          to be        Offering         Aggregate       Registered-
 securities to   Registered      Price Per        Offering       Registration
 be Registered       (1)         Share (2)        Price (2)         Fee (2)
 --------------  ----------  ----------------  ----------------  ------------
 Common Stock,
 No par value      500,000         $2.00        $1,000,000.00       $250.00

 (1)  Includes an indeterminate number of additional shares that may be
      issued pursuant to the above stock option plan as a result of any
      future stock split, stock dividend or similar adjustment.

 (2)  The Proposed Maximum Offering Price Per Share and Proposed Maximum
      Aggregate Offering price are based upon the market price of the shares
      on the date hereof in accordance with Rule 457(h) of the Securities
      Act of 1933, as amended.  These amounts are calculated solely for the
      purpose of calculating the registration fee pursuant to Rule 457(h)(1)
      under Securities Act of 1933, as amended.
PART I

               INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

 Item 1.   Plan Information.*

 Item 2.   Registrant Information and Employee Plan Annual Information.*

 *    Information required  by  Part  I to  be  contained  in  Section  10(a)
 Prospectus is omitted  from the  Registration Statement  in accordance  with
 Rule 428 under the Securities Act of 1933, and Note to Part I of Form S-8.

                                   PART II.

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 Item 3. Incorporation of Documents by Reference.

      The  following  documents  are   incorporated  by  reference  in   this
 Registration Statement  of UNITED  FINANCIAL MORTGAGE  CORP. ("UFM"  or  the
 "Registrant") and in the related Section 10(a) prospectus:

      (a)  UFM's Annual Report on  Form 10-KSB for the  year ended April  30,
           2001 filed with the Commission on July 31, 2001.

      (b)  UFM's Quarterly Report  on Form  10-QSB for  the quarterly  period
           ended  July 31, 2001  filed  with  the Commission on September 14,
           2001.

      (c)  See "Description of Securities"  at pages 3 and  4 of the  Section
           10(a) Prospectus relating to the Non-Qualified and Incentive Stock
           Option Plan.

      In addition,  all  documents  subsequently filed  pursuant  to  Section
 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior  to
 the filing of a post-effective amendment which indicates that all securities
 offered have been sold or which  de-registers all securities then  remaining
 unsold,  shall  be  deemed  to  be  incorporated  by  reference  into   this
 registration statement and to be  a part hereof from  the date of filing  of
 such documents.

 Item 4. Description of Securities.

      See item 3. (c) herein

 Item 5. Interests of Named Experts and Counsel.

      The validity of the securities that  have been or may be offered  under
 the UFM Non-Qualified and Incentive Stock Option (the "Plan") will be passed
 upon for UFM by  Robert S. Luce,  Esq., Attorney at  Law, 399 Quentin  Road,
 Suite A, Palatine, Illinois 60067.

 Item 6. Indemnification of Directors and Officers.

      UFM's By-Laws  authorizes  UFM  to  indemnify  any  current  or  former
 director, officer,  employee, or  agent of  UFM, or  a person  serving in  a
 similar post  in  another  organization  at  the  request  of  UFM,  against
 expenses, judgments, fines, and amounts paid  in settlement incurred by  him
 in connection with any  threatened, pending, or  completed action, suit,  or
 proceeding, whether civil,  criminal, administrative,  or investigative,  to
 the fullest extent not prohibited by public policy or other applicable  law.
 The By-Laws  also  authorize UFM    to indemnify  its  directors,  officers,
 employees, or  agents in  terms  sufficiently broad  so  as to  permit  such
 indemnification  under  certain  circumstances  for  liabilities  (including
 provisions permitting  advances for  expenses  incurred) arising  under  the
 Securities Act of 1933, as amended (the "Act").

                                    - 1 -
Item 7. Exemption from Registration Claimed.

      Not Applicable.

 Item 8. Exhibits.

      The Exhibits to this Registration Statement are listed in the Index to
 Exhibits on page 5.

 Item 9. Undertakings.

      The undersigned Registrant hereby undertakes:

   (1)  To  file,  during  any  period  in which  offers or  sales are  being
 made, a post-effective amendment to  this Registration Statement to  include
 any material  information  with respect  to  the plan  of  distribution  not
 previously disclosed in the Registration Statement or any material change to
 such information in the registration statement.

   (2)  That,  for  the purpose  of determining any liability under the  Act,
 each such post-effective amendment shall be deemed to be a new  Registration
 Statement relating to the  securities offered therein,  and the offering  of
 such securities at that  time shall be  deemed to be  the initial bona  fide
 offering thereof.

   (3)  To  remove from registration by  means of a post-effective  amendment
 any  of  the  securities  being  registered  which  remain  unsold  at   the
 termination of the offering.

   (4)  That, for purposes of  determining any liability under the Act,  each
 filing of Registrant's annual  report pursuant to  Section 13(a) or  Section
 15(d) of the Securities  Exchange Act of 1934  (and, where applicable,  each
 filing of an employee benefit plan's annual report pursuant to  Section15(d)
 of the Securities Exchange Act of 1934) that is incorporated by reference in
 the Registration  Statement  shall  be  deemed  to  be  a  new  Registration
 Statement relating to the  securities offered therein,  and the offering  of
 such securities at that  time shall be  deemed to be  the initial bona  fide
 offering thereof.

   (5)  That, insofar as indemnification for liabilities under the Act may be
 permitted to  directors,  officers  and controlling  persons  of  Registrant
 pursuant to the foregoing provisions, or otherwise, the Registrant has  been
 advised that in the opinion of  the Securities and Exchange Commission  such
 indemnification is against public  policy as expressed in  the Act, and  is,
 therefore, unenforceable.  In the  event that  a claim  for  indemnification
 against such liabilities (other than payment  by the Registrant of  expenses
 incurred or  paid  by a  director,  officer  or controlling  person  of  the
 Registrant in the successful defense of  any action, suit or proceeding)  is
 asserted by such director, officer or controlling person in connection  with
 the securities being registered, the Registrant will, unless in the  opinion
 of its counsel the matter has been settled by controlling precedent,  submit
 to  a  court   of  appropriate  jurisdiction   the  question  whether   such
 indemnification by UFM is against public policy as expressed in the Act  and
 will be governed by the final adjudication of such issue.

                                    - 2 -
SIGNATURES

      Pursuant to  the  requirements  of the  Securities  Act  of  1933,  the
 Registrant certifies that it has reasonable grounds to believe that it meets
 all of the requirements  for filing this Registration Statement  on Form S-8
 and has duly caused this Registration Statement  to  be signed on its behalf
 by the undersigned,  thereunto  duly  authorized,  in the City of Oak Brook,
 State of Illinois, on the 2nd day of November, 2001.

                                    UNITED FINANCIAL MORTGAGE CORP.

                                    By: /s/ Steve Khoshabe
                                    ----------------------------------------
                                    Steve Khoshabe, Executive Vice President
                                    and Chief Financial Officer

      Pursuant to  the  requirements of  the  Securities Act  of  1933,  this
 Registration Statement  has been  signed by  the  following persons  in  the
 capacities indicated on November 2, 2001.

      Signature                Title
      ---------                -----

 /s/ Joseph Khoshabe      *    Director
 -------------------
     Joseph Khoshabe

 /s/ Robert S. Luce       *    Director
 -------------------
     Robert S. Luce

 /s/ John A. Clark        *    Director
 -------------------
     John A. Clark

 /s/ Elliot Jacobs        *    Director
 -------------------
     Elliot Jacobs

 /s/ James R. Zuhlke      *    Director
 -------------------
     James R. Zuhlke

 _________________________________
 *The undersigned,  by  signing  his  name  hereto,  does  hereby  sign  this
 Registration Statement on  behalf of each  of the above-indicated  directors
 and officers of  the Registrant pursuant  to a Power  of Attorney signed  by
 such directors and officers.

                                              Robert S. Luce

                                              /s/ Robert S. Luce
                                              ------------------
                                                  Robert S. Luce
                                                  Attorney-in-Fact

                                   -  3  -
INDEX TO EXHIBITS

 Exhibit
 Number                   Description of Exhibits
 ------                   -----------------------
 4.1   Non-Qualified and Incentive Stock Option Plan and the Section 10(a)
       Prospectus relating thereto.

 5.1.  Opinion of Counsel regarding legality

 23.1. Consent of Independent Public Accountant

 24    Powers of Attorney, (see signature page).

                                   -  4  -