UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A

(Mark One)
[X]    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934
                For the quarterly period ended March 31, 2002

                                       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 0-20848


                       UNIVERSAL INSURANCE HOLDINGS, INC.
        (Exact name of small business issuer as specified in its charter)


          Delaware                                             65-0231984
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                           Identification No.)


                             2875 N.E. 191St Street
                                    Suite 300
                              Miami, Florida 33180
                    (Address of principal executive offices)


                                 (305) 792-4200
                           (Issuer's telephone number)



         State the number of shares  outstanding of each of the issuer's classes
of common equity, as of the last practicable  date:  17,794,584 shares of common
stock as of May 1, 2002.

         Transitional Small Business Disclosure Format   Yes      No  X
                                                             ---     ---





                       UNIVERSAL INSURANCE HOLDINGS, INC.

                         PART I - FINANCIAL INFORMATION

ITEM  1.     FINANCIAL STATEMENTS

         The following unaudited  consolidated financial statements of Universal
Insurance Holdings,  Inc. have been prepared in accordance with the instructions
to Form 10-QSB and,  therefore,  omit or condense  certain  footnotes  and other
information  normally  included in financial  statements  prepared in conformity
with accounting  principles  generally accepted in the United States of America.
In the  opinion  of  management,  all  adjustments  (consisting  only of  normal
recurring   accruals)  necessary  for  a  fair  presentation  of  the  financial
information  for the  interim  periods  reported  have  been  made.  Results  of
operations  for the  three  months  ended  March  31,  2002 are not  necessarily
indicative of the results for the year ending December 31, 2002.



























                                       2


               UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2002
                                   (Unaudited)

                                     ASSETS

Cash and cash equivalents                                         7,725,930
Debt securities held-to-maturity
  (fair-value of $2,834,201)                                    $ 2,726,340
Equity securities available for sale (cost of
  $285,404)                                                         266,150
Prepaid reinsurance premiums and reinsurance
  recoverables                                                   11,227,253
Premiums and other receivables                                      976,183
Investments in real estate                                          382,710
Deferred policy acquisition costs                                   894,089
Property, plant and equipment, net                                  924,878
                                                             ---------------
Total assets                                                   $ 25,123,533
                                                             ===============

LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Unpaid losses and loss adjustment expenses                      $ 4,788,040
Unearned premiums                                                15,049,939
Accounts payable                                                    576,415
Other accrued expenses                                              458,660
Accrued taxes, licenses and fees                                    120,352
Loans payable                                                       406,394
                                                             ---------------
Total liabilities                                                21,399,800
                                                             ---------------




STOCKHOLDERS' EQUITY:
Cumulative  convertible  preferred  stock,  $.01
  par  value,  1,000,000  shares authorized, 138,640
  shares issued and outstanding, minimum liquidation
  preference of $1,419,700                                          $ 1,387
Common stock, $.01 par value, 40,000,000 shares
  authorized, 14,894,584 shares issued and 14,685,939
  outstanding                                                       148,946
Common stock in treasury, at cost - 208,645 shares                 (101,820)
Additional paid-in capital                                       14,977,297
Accumulated deficit                                             (11,286,585)
Accumulated other comprehensive loss                                (15,492)
                                                             ---------------
Total stockholders' equity                                        3,723,733
                                                             ---------------
Total liabilities and stockholders' equity                     $ 25,123,533
                                                             ===============


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




                                       3




                     UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                         (Unaudited)

                                                    Three Months Ended     Three Months Ended
                                                        March 31,              March 31,
                                                          2002                   2001
                                                          ----                   ----
                                                                        
PREMIUMS EARNED AND OTHER REVENUES:
Premium income, net                                    $ 1,884,321            $ 2,312,803
Net investment income                                       96,566                191,222
Commission revenue                                         297,157                319,835
Other revenue                                              471,518              1,815,200
                                                    -----------------      ----------------
             Total revenues                              2,749,562              4,639,060
                                                    -----------------      ----------------

OPERATING COSTS AND EXPENSES
Losses and loss adjustment expenses                      1,336,803              1,474,126
General and administrative expenses                      1,369,925              1,661,946
                                                    -----------------      ----------------
             Total operating costs and expenses          2,706,728              3,136,072
                                                    -----------------      ----------------

NET INCOME                                                $ 42,834            $ 1,502,988
                                                    =================      ================

INCOME PER COMMON SHARE:
Basic                                                       $ 0.00                 $ 0.10
                                                    =================      ================

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - BASIC                                     14,686,000             14,749,000
                                                    =================      ================

INCOME PER COMMON SHARE
Diluted                                                     $ 0.00                 $ 0.10
                                                    =================      ================

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - DILUTED                                   15,254,264             15,317,000
                                                    =================      ================



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



                                              4


               UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES
          CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE OPERATIONS
                                   (Unaudited)


                                          Three Months Ended  Three Months Ended
                                              March 31,            March 30,
                                                2002                  2001
                                                ----                  ----

NET INCOME                                    $ 42,834            $ 1,502,988

OTHER COMPREHENSIVE INCOME:
Change in net unrealized gain (loss) on
available-for-sale securities                   24,344                (14,500)
                                             -----------          -------------

COMPREHENSIVE INCOME                          $ 67,178            $ 1,488,488
                                             ===========          =============

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




























                                       5




                               UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES
                                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                   (UNAUDITED)

                                                                     Three Months Ended       Three Months Ended
                                                                       March 31, 2002            March 31, 2001
                                                                      ----------------          ---------------
                                                                                           
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income                                                                $ 42,834                $ 1,502,988
    Adjustments to reconcile net income
         to cash (used in) provided by operations:
    Amortization and depreciation                                           52,956                     34,681
    Net accretion of bond premiums and discounts                            (2,793)                   (11,744)
Net change in assets and liabilities relating to operating activities:
    Prepaid reinsurance premiums and reinsurance recoverables            1,886,025                          -
    Premiums and other receivables                                         177,397                  1,221,309
    Reinsurance payables                                                (3,327,902)                   144,789
    Deferred policy acquisition costs                                     (364,147)                  (945,709)
    Accounts payable                                                      (787,309)                  (636,710)
    Other accrued expenses                                                 (49,026)                    30,625
    Accrued taxes, licenses and fees                                       (69,376)                  (192,233)
    Unpaid losses and loss adjustment expenses                          (1,458,827)                   300,369
    Unearned premiums                                                      996,700                 (1,134,838)
                                                                      --------------            --------------

Net cash (used in) provided by operating activities                     (2,903,468)                   313,527
                                                                      --------------            --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                                   (15,974)                         -
    Purchase of equity secuities available for sale                              -                    (33,828)
    Purchase of real estate                                               (110,812)                         -
    Purchase of debt securities held to maturity                                 -                   (409,062)
    Proceeds from maturities of debt securities held to maturity           312,175                          -
    Collections on notes receivable                                              -                     51,026
                                                                      --------------            --------------

Net cash provided by (used in) investing activities                        185,389                   (391,864)
                                                                      --------------            --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Preferred stock dividend                                                     -                    (12,488)
    Repayments of loans payable                                            (37,690)                         -
    Purchase of treasury stock                                                   -                    (14,495)
                                                                      --------------            --------------

Net cash used in financing activities                                      (37,690)                   (26,983)
                                                                      --------------            --------------

NET DECREASE IN CASH AND CASH
EQUIVALENTS                                                             (2,755,769)                  (105,320)

CASH AND CASH EQUIVALENTS, Beginning of period                          10,481,699                 10,357,663
                                                                      --------------            --------------

CASH AND CASH EQUIVALENTS, End of period                               $ 7,725,930               $ 10,252,343
                                                                      ==============            ==============




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



                                                       6


               UNIVERSAL INSURANCE HOLDINGS, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 March 31, 2002
                                   (Unaudited)

NOTE 1 - NATURE OF OPERATIONS AND SIGNIFICANT ACCOUNTING POLICIES

The  accompanying   condensed  consolidated  financial  statements  include  the
accounts of Universal Insurance  Holdings,  Inc.  ("Company"),  its wholly-owned
subsidiary, Universal Property & Casualty Insurance Company ("UPCIC"), and other
wholly-owned  entities which are under common control through common  ownership.
All   intercompany   accounts  and   transactions   have  been   eliminated   in
consolidation.

The  condensed  consolidated  balance sheet of the Company as of March 31, 2002,
the related  condensed  consolidated  statements  of  operations,  comprehensive
operations and cash flows for the three months ended March 31, 2002 and 2001 are
unaudited.  The accounting  policies followed for quarterly  financial reporting
are  the  same  as  those  disclosed  in the  Notes  to  Consolidated  Financial
Statements  included in the Company's  Annual Report on Form 10-KSB for the year
ended  December  31,  2001.  The  interim  financial   statements   reflect  all
adjustments  (consisting of only normal and recurring  accruals and adjustments)
which are, in the opinion of  management,  necessary for a fair statement of the
results for the interim periods presented.  The Company's  operating results for
any particular interim period may not be indicative of results for the full year
and thus should be read in conjunction with the Company's annual statements.

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements  and the  reported  amounts of revenues  and expenses
during the reporting period. Actual results could differ from those estimates.

Certain  reclassifications  have been made in the 2001  financial  statements to
conform them to and make them consistent with the presentation  used in the 2002
financial statements.

NEW  ACCOUNTING  PRONOUNCEMENTS.  In July 2001,  the FASB  issued  SFAS No. 141,
BUSINESS  COMBINATIONS and SFAS No. 142,  GOODWILL AND OTHER INTANGIBLE  ASSETS.
SFAS No. 141 requires all business  combinations entered into subsequent to June
30, 2001 to be accounted for using the purchase  method of accounting.  SFAS No.
142 provides that goodwill and other  intangible  assets with  indefinite  lives
will not be  amortized,  but will be tested for  impairment  on an annual basis.
SFAS No. 142 is effective for fiscal years  beginning  after  December 15, 2001.
The new standards did not have a significant  impact on the Company's  financial
statements.

In August 2001,  the FASB issued SFAS No. 144,  ACCOUNTING FOR THE IMPAIRMENT OR
DISPOSAL  OF  LONG-LIVED  ASSETS,   which  addresses  financial  accounting  and
reporting for the impairment or disposal of long-lived  assets.  SFAS No. 144 is
effective for the fiscal years  beginning  after  December 15, 2001, and interim


                                       7


periods  within  those  fiscal  years,  with  early  adoption  encouraged.   The
provisions  of SFAS No.  144  generally  are to be  applied  prospectively.  The
adoption  of SFAS  No.  144 did not  have a  material  effect  on the  Company's
financial statements or disclosures.

RISKS AND UNCERTAINTIES.  The Company's business could be affected by regulatory
and competitive  restrictions on pricing for new and renewal business,  the cost
of  catastrophic  reinsurance,  adverse  loss  experience  and federal and state
legislation or governmental regulations of insurance companies. Changes in these
areas could adversely affect the Company's operations in the future.

The Company has incurred  losses in the past two years.  In order to improve the
Company's financial position and achieve profitable  operations,  management has
implemented a rate increase for new and renewal  business,  is restructuring the
homeowners'  coverage  offered,  has restructured  its catastrophic  reinsurance
coverage to reduce the cost, and is working to reduce general and administrative
expenses.  In addition,  management is exploring sources of additional  capital.
Management  believes that the  implementation  of these plans will be successful
over the next twelve months.  However, there can be no assurance that successful
implementation  of these plans will be achieved or will be  sufficient to ensure
UPCIC's  future  compliance  with  Florida  insurance  regulations,  or that the
Company will be able to achieve profitability.  Failure by UPCIC to maintain the
required  level of statutory  capital and surplus could result in the suspension
of UPCIC's authority to write new or renewal business,  other regulatory actions
or  ultimately,  in the  revocation of UPCIC's  certificate  of authority by the
Florida Department of Insurance.

NOTE 2 - INSURANCE OPERATIONS

UPCIC  commenced  its insurance  activity in February 1998 by assuming  policies
from  the  Florida   Residential   Property  and  Casualty  Joint   Underwriting
Association  ("JUA").  UPCIC received the unearned  premiums and began servicing
such  policies.  Since then,  UPCIC has been renewing  these policies as well as
soliciting business actively in the open market through independent agents.

Unearned  premiums  represent  amounts that UPCIC would refund  policyholders if
their policies were canceled.  UPCIC determines unearned premiums by calculating
the pro-rata  amount that would be due to the  policyholder  at a given point in
time based upon the  premiums  owed over the life of each  policy.  At March 31,
2002, the Company had unearned premiums totaling $15,049,939.

Effective   January  15,  2002,  UPCIC  and  Universal   Property  and  Casualty
Management,  Inc.,  ("Universal  Management") an unaffiliated  managing  agency,
terminated  their  prior  management  agreement  whereby  services  provided  by
Universal  Management are now provided by UPCIC,  Universal Risk Advisors,  Inc.
and unaffiliated third parties.  Universal Risk Advisors,  Inc. is an affiliated
managing  general agency that provides the Company with management and personnel
for UPCIC's underwriting, together with support offices, equipment and services.

Premiums  earned are included in earnings evenly over the terms of the policies.
UPCIC does not have policies that provide for retroactive premium adjustments.



                                       8


Policy  acquisition  costs,  consisting of commissions and other costs that vary
with and are  directly  related to the  production  of  business,  net of ceding
commissions, are deferred and amortized over the terms of the policies, but only
to the extent that unearned  premiums are  sufficient to cover all related costs
and expenses.  At March 31, 2002,  deferred policy acquisition costs amounted to
$894,089.

An allowance  for  uncollectible  premiums  receivable  is  established  when it
becomes  evident  collection  is doubtful.  No allowance is deemed  necessary at
March 31, 2002.

Claims and claims adjustment expenses,  less related  reinsurance,  are provided
for as claims are incurred. The provision for unpaid claims and claim adjustment
expenses includes:  (1) the accumulation of individual case estimates for claims
and claims  adjustment  expenses  reported  prior to the close of the accounting
period;  (2) estimates for unreported  claims based on past experience  modified
for  current  trends;  and (3)  estimates  of  expenses  for  investigating  and
adjusting claims based on past experience.

Liabilities  for  unpaid  claims  and claims  adjustment  expenses  are based on
estimates of ultimate cost of settlement.  Changes in claims estimates resulting
from the  continuous  review  process  and  differences  between  estimates  and
ultimate  payments are reflected in expense for the period in which the revision
of these estimates first become known.

UPCIC  estimates  claims and claims  expenses based on historical  experience of
similar  entities  and  payment  and  reporting  patterns  for the  type of risk
involved.  These  estimates  are  continuously  reviewed  by UPCIC's  affiliated
management   professionals  and  any  resulting  adjustments  are  reflected  in
operations for the period in which they are determined.

Inherent in the  estimates  of  ultimate  claims are  expected  trends in claims
severity,  frequency and other factors that may vary as claims are settled.  The
amount of  uncertainty in the estimates for casualty  coverage is  significantly
affected by such factors as the amount of historical claims experience  relative
to the development period, knowledge of the actual facts and circumstances,  and
the amount of insurance risk retained.

NOTE 3 - REINSURANCE

UPCIC's in-force  policyholder  coverage for windstorm exposures as of March 31,
2002 was  approximately  $4.5 billion.  In the normal course of business,  UPCIC
seeks to reduce the loss that may arise from  catastrophes  or other events that
cause unfavorable  underwriting  results by reinsuring certain levels of risk in
various areas of exposure with other insurance enterprises or reinsurers.

Amounts  recoverable  from reinsurers are estimated in a manner  consistent with
the  reinsurance  policy.  Reinsurance  premiums,  losses  and  loss  adjustment
expenses are accounted for on bases consistent with those used in accounting for
the  original  policies  issued  and the  terms  of the  reinsurance  contracts.
Reinsurance  ceding  commissions  received are deferred and  amortized  over the
effective period of the related insurance policies.

UPCIC  limits the  maximum  net loss that can arise from large risks or risks in
concentrated  areas of exposure by reinsuring  (ceding)  certain levels of risks
with other  insurers or reinsurers,  either on an automatic  basis under general
reinsurance  contracts  known as "treaties"  or by  negotiation  on  substantial


                                       9


individual  risks.  The reinsurance  arrangements  are intended to provide UPCIC
with the ability to maintain its exposure to loss within its capital  resources.
Such reinsurance  includes quota share,  excess of loss and catastrophe forms of
reinsurance.

Effective June 1, 2001, UPCIC entered into a quota share reinsurance  treaty and
excess per risk agreements with Swiss Reinsurance America Corporation,  rated A+
by A.M. Best. Under the quota share treaty, UPCIC cedes 50% of its gross written
premiums,  losses  and  loss  adjustment  expenses  with  a  provisional  ceding
commission  ranging from 27% to 35%; the commission  percentage will be adjusted
based on the ceded  loss  ratio.  In  addition,  the quota  share  treaty  has a
limitation  for any one  occurrence  of  $6,500,000.  Under the  excess per risk
agreement,  UPCIC obtained coverage of $1,300,000 in excess of $500,000 ultimate
net loss for each risk,  each loss,  excluding  losses arising from the peril of
wind to the extent such wind  related  losses are the result of a  hurricane.  A
$2,600,000 limit applies to any one-loss occurrence.

Effective June 1, 2001,  under an excess  catastrophe  contract,  UPCIC obtained
coverage of $47,500,000 in excess of  $2,000,000.  UPCIC also obtained  coverage
from the Florida  Hurricane  Catastrophe  Fund.  The coverage is estimated to be
$41,000,000.

Effective  July 1, 2001,  UPCIC  purchased  industry loss  warranty  catastrophe
reinsurance,  covering  the period  July 1, 2001 to June 30,  2002,  which could
supplement other coverages. The premiums for these coverages are $352,855.

The ceded reinsurance  arrangements had the following effect on certain items in
the accompanying consolidated financial statements:



                          Three Months Ended                               Three Months Ended
                            March 31, 2002                                    March 31, 2001
                            --------------                                    --------------

                                                   Loss                                              Loss
                                                   and Loss                                          and Loss
                Premiums         Premiums          Adjustment        Premiums         Premiums       Adjustment
                Written          Earned            Expenses          Written          Earned         Expenses
                -------          ------            --------          -------          ------         --------
                                                                                    
Direct           $7,912,989       $6,916,289        $2,900,417        $5,826,776       $6,961,615     $3,084,468
Ceded            (3,956,495)      (5,031,968)       (1,563,614)       (2,378,180)      (4,648,812)    (1,610,342)
                 -----------     ------------       -----------       -----------      -----------    -----------
Net              $3,956,494       $1,884,321        $1,336,803        $3,448,596       $2,312,803     $1,474,126
                ===========       ==========        ==========        ==========       ==========     ==========


Other Amounts:
                                                               March 31, 2002
                                                               --------------

Reinsurance recoverable on paid and unpaid losses
  and loss adjustment expenses                                $   2,687,795
Unearned premiums ceded                                           8,539,458
                                                                 -----------
Prepaid reinsurance premiums and reinsurance recoverable       $ 11,227,253
                                                                 ===========

UPCIC's  reinsurance  contracts  do not relieve  UPCIC from its  obligations  to
policyholders.  Failure of reinsurers to honor their obligations could result in
losses to UPCIC;  consequently,  allowances are  established  for amounts deemed
uncollectible.  No  allowance  is  deemed  necessary  at March 31,  2002.  UPCIC
evaluates   the   similar   geographic   regions,    activities,   or   economic
characteristics of the reinsurers to minimize its exposure to significant losses
from reinsurer  insolvencies.  UPCIC  currently has  reinsurance  contracts with


                                       10


various  reinsurers  located  throughout the United States and  internationally.
UPCIC  believes  that this  distribution  of  reinsurance  contracts  adequately
minimizes  UPCIC's  risk  from  any  potential  operating  difficulties  of  its
reinsurers.

NOTE 4 - LEGAL PROCEEDINGS

Universal  Management performed various services with respect to UPCIC insurance
policies and received fees for  performing  these  services  based upon policies
written pursuant to an agreement originally executed in 1997. The parties agreed
to terminate  the agreement  effective  January 15, 2002.  Universal  Management
communicated  to UPCIC that all  management  services would cease on the date of
termination  rather than  continuing  through the life of the policies for which
fees were paid on a premiums written basis. As a result, UPCIC ceased remittance
of the  management  fees to Universal  Management  as of  September 1, 2001.  On
November 6, 2001, UPCIC filed a Complaint  against  Universal  Management in the
United  States  District  Court for The  Southern  District  of  Florida,  Miami
Division,  alleging  breach of contract and demanding  specific  performance and
unspecified  damages.  On  December  28,  2001,  Universal  Management  filed  a
counterclaim  for breach of contract,  alleging  that it is entitled to fees for
policies  written from  September  2001 through the date of  termination.  As of
December 31, 2001,  UPCIC has recorded a receivable  from  Universal  Management
representing  the  management  fees  remitted  on the basis of  premiums  earned
subsequent to the termination date,  January 15, 2002, and provided an allowance
for  doubtful  accounts  for the entire  receivable.  Discovery  is in the early
stages  and the  likelihood  of an  unfavorable  outcome  or the  likely  amount
associated  therewith  cannot be estimated.  Therefore,  UPCIC has not accrued a
liability with respect to the management fees claimed by Universal Management.

NOTE 5 - SUBSEQUENT EVENTS

          Effective June 1, 2002,  UPCIC entered into a quota share  reinsurance
treaty with several reinsurers. Under the quota share treaty, UPCIC cedes 80% of
its gross written  premiums,  losses and loss adjustment  expenses with a ceding
commission of 26%.

          In May 2002,  the Company  entered into a letter of intent to sell its
insurance  operations to Holding Company of America,  Inc. ("HCA") subject to an
exclusive  ninety-day  review  period to conduct  due  diligence.  The letter of
intent contemplates the sale of the following entities,  constituting all of the
Company's  insurance  operations,  each of which  is a  wholly-owned  direct  or
indirect  subsidiary  of the Company:  Universal  Insurance  Holding  Company of
Florida;  Universal  Property  &  Casualty  Insurance  Company;  Universal  Risk
Advisors,  Inc.;  Universal Adjusting  Corporation;  Universal Florida Insurance
Agency, Inc.; U.S. Insurance Solutions,  Inc.; U.S.A Insurance Solutions,  Inc.;
Universal  Inspection  Corporation.  The  purchase  price  is to  be  determined
pursuant to various formulas for valuing the insurance operations that take into
account capital and financial performance.

          In addition,  the letter and a July 1, 2002 supplement provide for HCA
to  contribute  $2.5  million to the  capital of  Universal  Property & Casualty
Insurance  Company upon the  execution of a  promissory  note by Universal  Risk
Advisors,  Inc. and the Company's guaranty. The note will be payable to HCA upon
the  occurrence  of certain  events  including  the  failure to (i) enter into a
purchase and sale agreement as contemplated by the letter of intent, (ii) obtain


                                       11


the  approval  of the  Florida  Department  of  Insurance  or  (iii)  close  the
transaction,  and will be  payable  in eight  quarterly  installments  that bear
interest at the prime rate plus two percent. The loan has not yet been funded.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

          The following  discussion  and analysis by management of the Company's
consolidated  financial  condition and results of  operations  should be read in
conjunction with the Company's Condensed  Consolidated  Financial Statements and
Notes thereto.

FORWARD-LOOKING STATEMENTS

          Certain statements made by the Company's  management may be considered
to be "forward-looking  statements" within the meaning of the Private Securities
Reform Litigation Act of 1995.  Forward-looking  statements are based on various
factors and assumptions that include known and unknown risks and  uncertainties.
The  words  "believe,"  "expect,"   "anticipate,"  and  "project,"  and  similar
expressions,  identify  forward-looking  statements,  which speak only as of the
date the statement was made. Such statements may include, but not be limited to,
projections of revenues, income or loss, expenses, plans, as well as assumptions
relating to the foregoing.  Forward-looking statements are inherently subject to
risks and uncertainties, some of which cannot be predicted or quantified. Future
results  could  differ  materially  from  those  described  in   forward-looking
statements as a result of the risks set forth in the following discussion, among
others.

OVERVIEW

         The Company is a vertically  integrated  insurance holding company. The
Company,   through  its   subsidiaries,   is  currently   engaged  in  insurance
underwriting,   distribution  and  claims.  UPCIC  generates  revenue  from  the
collection and investment of premiums.  The Company's  agency  operations  which
include Universal Florida Insurance Agency and U.S.  Insurance  Solutions,  Inc.
generate income from policy fees,  commissions,  premium financing referral fees
and the marketing of ancillary  services.  Universal  Risk  Advisors,  Inc., the
Company's  managing general agent,  generates  revenue through policy fee income
and other  administrative  fees from the  marketing  of UPCIC's  and third party
insurance products through the Company's distribution network and UPCIC. Capital
Resources Group Ltd. was formed to participate in contingent  capital  products.
Universal  Risk Life  Advisors,  Inc.  was formed to be the  Company's  managing
general agent for life insurance products.  In addition,  the Company has formed
an independent claims adjusting company, Universal Adjusting Corporation,  which
adjusts  UPCIC claims in certain  geographic  areas and an  inspection  company,
Universal  Inspection  Corporation,  which  performs  property  inspections  for
homeowners' policies underwritten by UPCIC.

          The Company has formed two  subsidiaries  that  specialize  in selling
insurance via the Internet. Tigerquote.com Insurance & Financial Services Group,
Inc., and its wholly owned subsidiary  Tigerquote.com Insurance Solutions,  Inc.
are a network of Internet insurance  agencies.  At March 31, 2002, agencies have
been established in 22 states. Separate legal entities have been formed for each
state and are governed by the respective states' department of insurance.

         The Company has also formed Tiger Home Services,  Inc. which  furnishes
pest control, pool services,  landscaping, house cleaning and hurricane shutters
to homeowners.  The Tiger Home Division grossed approximately $69,000 in revenue


                                       12


in the first quarter of 2002. Management believes this will be a growing part of
the Company's overall business.

FINANCIAL CONDITION

         Cash and cash equivalents at March 31, 2002 aggregated $7,725,930.  The
source of liquidity for possible claims payments consists of net premiums, after
deductions for expenses.

         UPCIC believes that premiums will be sufficient to meet UPCIC's working
capital requirements for at least the next twelve months.  Amounts considered to
be in excess of current  working  capital  requirements  have been invested.  At
March 31, 2002 UPCIC's  investments  were  comprised of  $7,725,930  in cash and
repurchase  agreements,  $2,726,340 in fixed maturity securities and $266,150 in
equity securities.

          Policies originally obtained from the Florida Residential Property and
Casualty Joint  Underwriting  Association  ("JUA")  provided the opportunity for
UPCIC to solicit future renewal premiums. Less than 50% of the policies obtained
from the JUA are  currently  renewed with the Company.  UPCIC does not expect to
participate  in takeouts of  additional  policies  from the JUA. In an effort to
further  grow its  insurance  operations,  in 1998 the Company  began to solicit
business  actively in the open market.  Through renewal of JUA business combined
with  business  solicited in the market  through  independent  agents,  UPCIC is
currently servicing  approximately 41,000 homeowners and dwelling fire insurance
policies.  In  determining  appropriate  guidelines  for such open market policy
sales,  UPCIC  employs  standards  similar to those used in its selection of JUA
policies.  Also,  to improve  underwriting  and manage  risk,  the Company  uses
analytical tools and data currently  developed in conjunction with the Company's
reinsurers and their  utilization of catastrophe model utilizing Risk Management
Solutions  (RMS). To diversify  UPCIC's  product lines,  management may consider
underwriting  personal  umbrella  liability  policies  in the  future.  Any such
program will require the approval of the Florida Department of Insurance.

RESULTS OF  OPERATIONS  - THREE  MONTHS ENDED MARCH 31, 2002 VERSUS THREE MONTHS
ENDED MARCH 31, 2001

         Gross  premiums  written  increased  35.8% to $7,912,989  for the three
month  period  ended March 31, 2002 from  $5,826,776  for the three month period
ended March 31,  2001.  The  increase  in gross  premiums  written is  primarily
attributable to an increase in new business as well as premium rate increases.

         Net premiums  earned  decreased 18.5% to $1,884,321 for the three month
period  ended March 31, 2002 from  $2,312,803  for the three month  period ended
March 31, 2001. The decrease is primarily due to non renewal of certain policies
in high exposure areas in late 2001.

         Investment income decreased 49.5% to $96,566 for the three month period
ended March 31, 2002 from  $191,222  for the three month  period ended March 31,
2001.  The  decrease is primarily  due to the lower  interest  rate  environment
during the three months ended March 31, 2002.



                                       13


         Other  revenue  decreased  74.0% to $471,518 for the three month period
ended March 31, 2002 from  $1,815,200 for the three month period ended March 31,
2001.  The decrease is primarily  attributable  to the JUA bonus received in the
first three months of 2001.

         Commission income decreased 7.1% to $297,157 for the three month period
ended March 31, 2002 from  $319,835  for the three month  period ended March 31,
2001. Commission income is comprised principally of the managing general agent's
policy  fee income on all new and  renewal  insurance  policies  and to a lesser
extent commissions  generated from agency operations.  The decrease is primarily
attributable  to a change in  recording  commissions  related to  TigerQuote.com
agents from a written to an earned  basis in the third  quarter of 2001 in order
to properly reflect direct bill commissions received.

         Losses and loss adjustment  expenses ("LAE") incurred decreased 9.3% to
$1,336,803  for the three month period ended March 31, 2002 from  $1,474,126 for
the three month period ended March 31, 2001. The Company's direct loss ratio for
the three month period ended March 31, 2002 was 41.9%  compared to 44.3% for the
three  month  period  ended  March 31,  2001.  The  Company's  direct loss ratio
decreased  principally  due to the lower frequency and severity of claims in the
three  months  ended  March  31,  2002.  Losses  and  LAE,  the  Company's  most
significant  expenses,  represent  actual payments made and changes in estimated
future  payments  to be made to or on  behalf  of its  policyholders,  including
expenses required to settle claims and losses.  Losses and LAE are influenced by
loss severity and frequency.

         Catastrophes are an inherent risk of the  property-liability  insurance
business which may contribute to material  year-to-year  fluctuations in UPCIC's
and the Company's  results of operations  and financial  position.  The level of
catastrophe  loss  experienced  in any year  cannot  be  predicted  and could be
material to the results of operations and financial  position.  While management
believes UPCIC's and the Company's catastrophe management strategies will reduce
the severity of future losses,  UPCIC and the Company  continue to be exposed to
catastrophic losses.

         General and  administrative  expenses decreased 17.6% to $1,369,925 for
the three month period ended March 31, 2002 from  $1,661,946 for the three month
period ended March 31, 2001. General and administrative  expenses have decreased
mainly due to higher ceding commissions on premiums ceded to reinsurers.

LIQUIDITY AND CAPITAL RESOURCES

          The  Company's  primary  sources of capital are premium  revenues  and
investment income.

          For the three month period  ended March 31,  2002,  cash flows used by
operating  activities were $2,903,468.  Cash flows from operating activities are
negative,  primarily  due to payments made to reinsurers in the first quarter of
2002. The Company's  investment portfolio is highly liquid as it consists almost
entirely of readily marketable securities.  Cash flows from investing activities
are primarily  comprised of proceeds from  maturities of debt securities held to
maturity.

          The Company  has  incurred  losses in the past two years.  In order to
improve the  Company's  financial  position and achieve  profitable  operations,
management  has  implemented  a rate increase for new and renewal  business,  is


                                       14


restructuring   the  homeowners'   coverage   offered,   has   restructured  its
catastrophic  reinsurance  coverage to reduce the cost, and is working to reduce
general and  administrative  expenses.  In  addition,  management  is  exploring
sources of additional  capital.  Management  believes that the implementation of
these plans will be successful over the next twelve months.  However,  there can
be no assurance that successful  implementation  of these plans will be achieved
or will be sufficient to ensure UPCIC's future compliance with Florida insurance
regulations, or that the Company will be able to achieve profitability.  Failure
by UPCIC to maintain the required  level of statutory  capital and surplus could
result in the suspension of UPCIC's  authority to write new or renewal business,
other regulatory actions or ultimately, in the revocation of UPCIC's certificate
of authority by the Florida Department of Insurance.

          The Company believes that its current capital resources  together with
management's  plan as  described  above will be  sufficient  to support  current
operations and expected growth for at least 12 months.

          The  balance  of cash  and  cash  equivalents  at  March  31,  2002 is
$7,725,930. Most of this amount, along with readily marketable equity securities
aggregating  $266,150  would  be  available  to pay  claims  in the  event  of a
catastrophic  event pending  reimbursement for any aggregate amount in excess of
$1 million up to the 100 year  probable  maximum  loss which would be covered by
reinsurers.  Catastrophic  reinsurance is recoverable  upon  presentation to the
reinsurer of evidence of claim payment.

          Generally accepted accounting  principles differ in some respects from
reporting  practices   prescribed  or  permitted  by  the  DOI.  To  retain  its
certificate of authority,  the Florida  insurance laws and  regulations  require
that UPCIC maintain  capital surplus equal to the statutory  minimum capital and
surplus  requirement  defined in the Florida  Insurance Code.  UPCIC's statutory
capital and surplus  exceeded the minimum  capital and surplus  requirements  of
$4,000,000 as of March 31, 2002.  UPCIC is also required to adhere to prescribed
premium-to-capital   surplus   ratios.   UPCIC  is  in  compliance   with  these
requirements and it expects to remain in compliance,  if management's  plans are
successful.

          The maximum amount of dividends which can be paid by Florida insurance
companies  without  prior  approval  of the Florida  Commissioner  is subject to
restrictions  relating to statutory  surplus.  The maximum  dividend that may be
paid by UPCIC without  prior  approval is limited to the lesser of statutory net
income from  operations  of the  preceding  calendar  year or 10.0% of statutory
unassigned capital surplus as of the preceding year end.

          The Company is required to comply  with the  National  Association  of
Insurance  Commissioner's ("NAIC") Risk-Based Capital ("RBC") requirements.  RBC
requirements  prescribe a method of measuring the amount of capital  appropriate
for an insurance company to support its overall business  operations in light of
its size and risk  profile.  NAIC's RBC  requirements  are used by regulators to
determine appropriate  regulatory actions relating to insurers who show signs of
weak or deteriorating  condition. As of December 31, 2001, based on calculations
using the appropriate  NAIC RBC formula,  the Company's total reported  adjusted
capital was in excess of three of the four ratios  which would  require any form
of regulatory action, however, UPCIC'S surplus as reported was below the company
action level, triggering a Company Action Level event in accordance with Florida


                                       15


Insurance Statutes. Accordingly, UPCIC was required to file a Risk Based Capital
Plan containing items specified in Florida statutes.

SUBSEQUENT EVENTS

          Effective June 1, 2002,  UPCIC entered into a quota share  reinsurance
treaty with several reinsurers. Under the quota share treaty, UPCIC cedes 80% of
its gross written  premiums,  losses and loss adjustment  expenses with a ceding
commission of 26%.

          In May 2002,  the Company  entered into a letter of intent to sell its
insurance  operations to Holding Company of America,  Inc. ("HCA") subject to an
exclusive  ninety-day  review  period to conduct  due  diligence.  The letter of
intent contemplates the sale of the following entities,  constituting all of the
Company's  insurance  operations,  each of which  is a  wholly-owned  direct  or
indirect  subsidiary  of the Company:  Universal  Insurance  Holding  Company of
Florida;  Universal  Property  &  Casualty  Insurance  Company;  Universal  Risk
Advisors,  Inc.;  Universal Adjusting  Corporation;  Universal Florida Insurance
Agency, Inc.; U.S. Insurance Solutions,  Inc.; U.S.A Insurance Solutions,  Inc.;
Universal  Inspection  Corporation.  The  purchase  price  is to  be  determined
pursuant to various formulas for valuing the insurance operations that take into
account capital and financial performance.

          In addition,  the letter and a July 1, 2002 supplement provide for HCA
to  contribute  $2.5  million to the  capital of  Universal  Property & Casualty
Insurance  Company upon the  execution of a  promissory  note by Universal  Risk
Advisors, Inc. and the Company's guarantee. The note will be payable to HCA upon
the  occurrence  of certain  events  including  the  failure to (i) enter into a
purchase and sale agreement as contemplated by the letter of intent, (ii) obtain
the  approval  of the  Florida  Department  of  Insurance  or  (iii)  close  the
transaction,  and will be  payable  in eight  quarterly  installments  that bear
interest at the prime rate plus two percent. The loan has not yet been funded.





                                       16


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         The Company did not have any reportable  legal  proceedings  during the
three months  ending March 31, 2002.  Certain  claims and  complaints  have been
filed or are pending against the Company with respect to various matters. In the
opinion  of  management  none of these  lawsuits,  except for the  lawsuit  with
Universal  Property and Casualty  Management  Company described in the Note 4 to
condensed  consolidated Financial Statements included herewith, are material and
they are adequately  provided for or covered by insurance or, if not so covered,
are without any or have little merit or involve such amounts that if disposed of
unfavorably would not have a material adverse effect on the Company.

ITEM 2.    CHANGES IN SECURITIES

Under an amendment to the Employment  Agreement  between the Company and Bradley
I. Meier,  approved by the Board of Directors on May 3, 2002, Mr. Meier received
an  increase  in salary for 2002 that was paid in shares of the common  stock of
the Company  instead of cash.  Accordingly,  450,000 shares of common stock were
issued in May 2002 in accordance with the terms of the amendment.

ITEM 3.     DEFAULTS 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

         Exhibit No.                Exhibit

         10.7                       Amendment number 4 to Employment Agreement
                                    between Universal Insurance Holdings Inc.
                                    and Bradley I. Meier.

         11.1                       Statement Regarding Computation of Per Share
                                    Income

(b)      Reports on Form 8-K

         None.







                                       17


                                   SIGNATURES

         In accordance with the requirements of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.


                                       UNIVERSAL INSURANCE HOLDINGS, INC.


Date:  July 18, 2002                        /s/ Bradley I. Meier
                                            -----------------------------------
                                            Bradley I. Meier, President

























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