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

                                   FORM 10-QSB

                                   (Mark One)

[X]     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13 OR 15(d) OF THE  SECURITIES
        EXCHANGE ACT OF 1934
             For the quarterly period ended June 30, 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 August 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 six months ended June 30, 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
                                  JUNE 30, 2002
                                   (Unaudited)

                                     ASSETS

Cash and cash equivalents                                          $  7,899,608
Debt securities held-to-maturity (fair-value of $2,497,636)           2,498,967
Equity securities available for sale (cost of $285,404)                 244,220
Prepaid reinsurance premiums and reinsurance recoverables            22,285,479
Premiums and other receivables                                          954,866
Investments in real estate                                              527,385
Deferred policy acquisition costs                                       376,155
Property, plant and equipment, net                                      900,835
                                                                   ------------
Total assets                                                       $ 35,687,515
                                                                   ============

                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Unpaid losses and loss adjustment expenses                         $  5,485,153
Unearned premiums                                                    14,608,137
Reinsurance payable                                                   9,519,003
Accounts payable                                                      1,427,531
Other accrued expenses                                                  521,835
Loans payable                                                         1,117,399
                                                                   ------------
Total liabilities                                                    32,679,058
                                                                   ------------
COMMITMENTS AND CONTINGENCIES (NOTE 5)

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                                                 (12,000,351)
Accumulated other comprehensive loss                                    (17,002)
                                                                   ------------
Total stockholders' equity                                            3,008,457
                                                                   ------------
Total liabilities and stockholders' equity                         $ 35,687,515
                                                                   ============

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)

                                            June, 30         June, 30      June, 30          June, 30
                                              2002             2001          2002              2001
                                              ----             ----          ----              ----
                                                                            
PREMIUMS EARNED AND OTHER REVENUES:
  Premium income, net                     $  3,501,462    $ 4,118,080   $  1,617,141    $  1,805,277
  Net investment income                        179,272        354,237         82,706         163,015
  Commission revenue                           876,521        851,991        579,364         532,156
  Other revenue                                774,893      2,637,300        303,375         822,100
                                          ------------    -----------   ------------    ------------
     Total revenues                          5,332,148      7,961,608      2,582,586       3,322,548
                                          ------------    -----------   ------------    ------------

OPERATING COSTS AND EXPENSES
  Losses and loss adjustment expenses        3,200,461      3,220,248      1,863,658       1,746,122
  General and administrative expenses        2,795,178      3,726,765      1,425,253       2,064,819
                                          ------------    -----------   ------------    ------------
     Total operating costs and expenses      5,995,639      6,947,013      3,288,911       3,810,941
                                          ------------    -----------   ------------    ------------

NET INCOME (LOSS)                         $   (663,491)   $ 1,014,595   $   (706,325)   $   (488,393)
                                          ============    ===========   ============    ============

INCOME (LOSS) PER COMMON SHARE:
  Basic                                   $      (0.05)   $      0.07   $      (0.05)   $      (0.03)
                                          ============    ===========   ============    ============

WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - BASIC                         14,686,000     14,698,000     14,686,000      14,687,000
                                          ============    ===========   ============    ============

INCOME (LOSS)  PER COMMON SHARE
  Diluted                                 $      (0.05)   $      0.07   $      (0.05)   $      (0.03)
                                          ============    ===========   ============    ============

WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING - DILUTED                     14,686,000     15,266,000     14,686,000      14,687,000
                                          ============    ===========   ============    ============




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)


                                             Six Months Ended         Three Months Ended
                                           June 30,     June 30,     June 30,     June 30,
                                             2002         2001         2002         2001
                                          ---------    ----------   ---------    ---------
                                                                     
NET INCOME (LOSS)                         $(663,491)   $1,014,595   $(706,325)   $(488,393)

OTHER COMPREHENSIVE INCOME:
Change in net unrealized gain (loss) on
available-for-sale securities                22,834        39,577      (1,510)      54,077
                                          ---------    ----------   ---------    ---------

COMPREHENSIVE INCOME (LOSS)               $(640,657)   $1,054,172   $(707,835)   $(434,316)
                                          =========    ==========   =========    =========



 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)


                                                           Six Months Ended    Six Months Ended
                                                            June 30, 2002       June 30, 2001
                                                            -------------       -------------

                                                                          
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income (loss)                                          $   (663,491)        $  1,014,595
     Adjustments to reconcile net income
         to cash (used in) provided by operations
     Amortization and depreciation                              113,127               72,109
     Net accretion of bond premiums and discounts               (10,234)             (12,739)
Net change in assets and liabilities relating to
   operating activities:
     Prepaid reinsurance premiums and reinsurance
         recoverables                                        (9,172,201)           3,246,570
     Premiums and other receivables                             198,713              (81,548)
     Reinsurance payables                                     6,191,101                   --
     Deferred policy acquisition costs                          153,787             (529,690)
     Accounts payable                                            63,807             (248,932)
     Other accrued expenses                                      14,149             (116,452)
     Accrued taxes, licenses and fees                          (189,728)            (212,233)
     Unpaid losses and loss adjustment expenses                (761,714)             740,621
     Due from related parties and other                              --              (20,040)
     Unearned premiums                                          554,898           (3,404,677)
                                                           ------------         ------------

Net cash (used in) provided by operating activities          (3,507,786)             447,584
                                                           ------------         ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Capital expenditures                                       (52,101)            (197,572)
     Purchase of real estate                                   (255,487)                  --
     Purchase of debt securities held to maturity                    --             (601,062)
     Proceeds from maturities of debt securities held to
         maturity                                               559,968              425,427
                                                           ------------         ------------

Net cash provided by (used in) investing activities             252,380             (373,207)
                                                           ------------         ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Cash dividends                                                  --             (202,921)
     Loan payable                                               673,315              259,206
     Purchase of treasury stock                                      --              (17,565)
                                                           ------------         ------------

Net cash provided by financing activities                       673,315               38,720
                                                           ------------         ------------

NET (DECREASE) INCREASE IN CASH AND CASH
  EQUIVALENTS                                                 (2,582,091)             113,097

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

CASH AND CASH EQUIVALENTS, End of period                   $  7,899,608         $ 10,470,760
                                                           ============         ============

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
                                  June 30, 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.  All intercompany  accounts and  transactions  have been
eliminated in consolidation.

The condensed consolidated balance sheet of the Company as of June 30, 2002, the
related  condensed  consolidated  statements  of  operations  and  comprehensive
operations  for the six months and three months ended June 30, 2002 and 2001 and
cash flows for the six months  ended June 30, 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.



                                       7


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.  Specific to a recent rate increase implemented
by the  Company on a use and file  basis,  effective  February  28, 2002 for new
business  and April 20, 2002 for renewal  business,  the Florida  Department  of
Insurance  ("DOI")  notified  UPCIC  in June of its  intent  to  disapprove  the
requested rate change.  UPCIC's request to raise homeowners'  insurance rates is
currently under  arbitration  with the DOI. The case remains in its early stages
and it is therefore  unclear  whether all or any part of the rate change will be
granted or whether any award providing for less than the entire requested change
will have retroactive or prospective  application.  The financial  statements of
the Company do not include  any  adjustment  that might arise from denial of the
requested rate change.

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 June 30,
2002, the Company had unearned premiums totaling $14,608,137.

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.

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


                                       8


and expenses.  At June 30, 2002,  deferred policy  acquisition costs amounted to
$376,155.

An allowance  for  uncollectible  premiums  receivable  is  established  when it
becomes evident collection is doubtful. No allowance is deemed necessary at June
30, 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 June 30,
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
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.

                                       9


Effective June 1, 2002, UPCIC entered into a quota share reinsurance  treaty and
excess per risk  agreements  with various  reinsurers,  all rated A or better by
A.M.  Best.  Under the quota share treaty,  UPCIC cedes 80% of its gross written
premiums,  losses and loss adjustment expenses with a ceding commission equal to
26% of ceded gross written  premium.  In addition,  the quota share treaty has a
limitation for any one occurrence of $2,000,000.  Effective June 1, 2002,  UPCIC
entered into an excess per risk agreement.  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 property  loss,  and  $1,000,000 in excess of $300,000 each
casualty  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, 2002,  under an excess  catastrophe  contract,  UPCIC obtained
coverage of $30,000,000 in excess of  $2,000,000.  UPCIC also obtained  coverage
from the Florida  Hurricane  Catastrophe  Fund.  The coverage is estimated to be
$55,000,000.

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



                             SIX MONTHS ENDED                                   SIX MONTHS ENDED
                               JUNE 30, 2002                                     JUNE 30, 2001
                               -------------                                     -------------

                                                   LOSS                                              LOSS
                                                   AND LOSS                                          AND LOSS
                PREMIUMS         PREMIUMS          ADJUSTMENT        PREMIUMS         PREMIUMS       ADJUSTMENT
                WRITTEN          EARNED            EXPENSES          WRITTEN          EARNED         EXPENSES
                -------          ------            --------          -------          ------         --------

                                                                                   
Direct          $14,543,187      $13,988,288        $7,892,205       $10,433,019      $13,837,696     $6,819,380
Ceded           (13,282,182)     (10,486,826)       (4,691,744)       (6,190,344)      (9,719,616)    (3,599,132)
                ------------    -------------      ------------      ------------     ------------   ------------
Net              $1,261,005       $3,501,462        $3,200,461        $4,242,675       $4,118,080     $3,220,248
                ============    =============      ============      ============     ============   ============


                             THREE MONTHS ENDED                                 THREE MONTHS ENDED
                                JUNE 30, 2002                                     JUNE 30, 2001
                                -------------                                     -------------

                                                   LOSS                                              LOSS
                                                   AND LOSS                                          AND LOSS
                PREMIUMS         PREMIUMS          ADJUSTMENT        PREMIUMS         PREMIUMS       ADJUSTMENT
                WRITTEN          EARNED            EXPENSES          WRITTEN          EARNED         EXPENSES
                -------          ------            --------          -------          ------         --------

Direct           $6,630,198       $7,071,999        $4,991,788        $4,606,243       $6,876,081     $3,734,912
Ceded            (9,325,687)      (5,454,858)       (3,128,130)       (3,812,164)      (5,070,804)    (1,988,790)
                  -----------    ------------       -----------       -----------      -----------    -----------
Net             $(2,695,489)      $1,617,141        $1,863,658          $794,079       $1,805,277     $1,746,122
                ============    =============       ============      ===========      ===========    ===========


Other Amounts:
                                                                   JUNE 30, 2002
                                                                   -------------

Reinsurance recoverable on paid and unpaid losses
  and loss adjustment expenses                                    $   9,875,693
Unearned premiums ceded                                              12,409,786
                                                                     -----------
Prepaid reinsurance premiums and reinsurance recoverable          $  22,285,479
                                                                     ===========


                                       10



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 June  30,  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
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 - LOAN PAYABLE

On May 29,  2002  Universal  Insurance  Holdings,  Inc.  entered  into a  Senior
Promissory  Note  with  Renaissance  Reinsurance  LTD for the  principal  sum of
$750,000 payable in 12 monthly installments of $62,500.  Interest accrues on the
unpaid balance of the principal  amount at a fixed annual rate of 9%.  Universal
Risk  Advisors,  Inc.  signed as  guarantor  of the note.  The loan  amount  was
contributed to UPCIC as additional paid in capital.

NOTE 5 - 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 balance of $80,000. 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 6 - SUBSEQUENT EVENTS

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
the approval of the Florida Department of Insurance or (iii) close the



                                    11


transaction,  and will be  payable  in eight  quarterly  installments  that bear
interest at the prime rate plus two percent.  The amount has not yet been funded
as of August 14, 2002.

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 June 30, 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 earned approximately $240,000 in revenue
in the first six months of 2002. Management believes this will be a growing part
of the Company's overall business.


                                     12


FINANCIAL CONDITION

         Cash and cash equivalents at June 30, 2002 aggregated  $7,899,608.  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 June
30, 2002 UPCIC's investments were comprised of $7,899,608 in cash and repurchase
agreements,  $2,498,967  in fixed  maturity  securities  and  $244,220 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  - SIX MONTHS ENDED JUNE 30, 2002 VERSUS SIX MONTHS ENDED
JUNE 30, 2001

         Gross premiums written increased 39.4% to $14,543,187 for the six month
period ended June 30, 2002 from  $10,433,019 for the six month period ended June
30, 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  16.4% to $3,501,462  for the six month
period ended June 30, 2002 from  $4,188,080  for the six month period ended June
30, 2001. The decrease is primarily due to  non-renewal  of certain  policies in
high  exposure  areas in late  2001 and to a lesser  extent  the  change  in the
reinsurance program effective June 1, 2002.

         Investment  income decreased 49.4% to $179,272 for the six month period
ended June 30, 2002 from  $354,237 for the six month period ended June 30, 2001.
The decrease is primarily due to the lower interest rate environment  during the
six months ended June 30, 2002.

         Other  revenue  decreased  70.6% to $774,893  for the six month  period
ended June 30,  2002 from  $2,637,300  for the six month  period  ended June 30,
2001.  The decrease is  primarily  attributable  to the JUA bonus of  $2,637,300
received  in the  first six  months of 2001  offset  primarily  by home  service
revenues in 2002.

         Commission  income increased 2.97% to $876,521 for the six month period
ended June 30, 2002 from  $851,991 for the six month period ended June 30, 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


                                       13


extent commissions  generated from agency operations.  The increase is primarily
attributable to an increase in new business.

         Losses and loss adjustment  expenses ("LAE") incurred  decreased .1% to
$3,200,461 for the six month period ended June 30, 2002 from  $3,220,248 for the
six month period ended June 30, 2001.  The  Company's  direct loss ratio for the
six month  period  ended June 30,  2002 was 56.4%  compared to 49.3% for the six
month period  ended June 30, 2001.  The  Company's  direct loss ratio  increased
principally due to the higher frequency and severity of claims in the six months
ended June 30, 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 25.0% to $2,795,178 for
the six month  period  ended  June 30,  2002 from  $3,726,765  for the six month
period ended June 30, 2001. General and  administrative  expenses have decreased
mainly due to higher ceding  commissions on premiums ceded to reinsurers as well
as ceding  commission  recognized  as a result of the change in the quota  share
ceding percentage from 50% to 80% on June 1, 2002.

RESULTS OF  OPERATIONS  - THREE  MONTHS  ENDED JUNE 30, 2002 VERSUS THREE MONTHS
ENDED JUNE 30, 2001

         Gross  premiums  written  increased  43.9% to $6,630,198  for the three
month  period  ended June 30, 2002 from  $4,606,243  for the three month  period
ended June 30,  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 10.4% to $1,617,141 for the three month
period ended June 30, 2002 from $1,805,277 for the three month period ended June
30, 2001. The decrease is primarily due to  non-renewal  of certain  policies in
high  exposure  areas in late  2001 and to a lesser  extent  the  change  in the
reinsurance program effective June 1, 2002.

         Investment income decreased 49.3% to $82,706 for the three month period
ended June 30,  2002 from  $163,015  for the three month  period  ended June 30,
2001.  The  decrease is primarily  due to the lower  interest  rate  environment
during the three months ended June 30, 2002.

         Other  revenue  decreased  63.1% to $303,375 for the three month period
ended June 30,  2002 from  $822,100  for the three month  period  ended June 30,
2001.  The  decrease  is  primarily  attributable  to the JUA bonus of  $822,100
received in the first  three  months of 2001 offset  primarily  by home  service
revenues in 2002.

         Commission income increased 8.9% to $579,364 for the three month period
ended June 30,  2002 from  $532,156  for the three month  period  ended June 30,
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


                                       14


extent commissions  generated from agency operations.  The increase is primarily
attributable to an increase in new business.

         Losses and loss adjustment  expenses ("LAE") incurred increased 6.7% to
$1,863,658  for the three month period ended June 30, 2002 from  $1,746,122  for
the three month period ended June 30, 2001. The Company's  direct loss ratio for
the three month period  ended June 30, 2002 was 70.6%  compared to 54.3% for the
three  month  period  ended  June 30,  2001.  The  Company's  direct  loss ratio
increased  principally due to the higher frequency and severity of claims in the
three  months ended June 30,  2002.  This is  primarily  the result of unusually
rainy weather  during the three months ended June 30, 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 31.0% to $1,425,253 for
the three month period ended June 30, 2002 from  $2,064,819  for the three month
period ended June 30, 2001. General and  administrative  expenses have decreased
mainly due to higher ceding  commissions on premiums ceded to reinsurers as well
as ceding  commission  recognized  as a result of the change in the quota  share
ceding percentage from 50% to 80% on June 1, 2002.

LIQUIDITY AND CAPITAL RESOURCES

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

         For the six month  period  ended  June 30,  2002,  cash  flows  used by
operating  activities were $3,507,786.  Cash flows from operating activities are
negative, primarily due to payments made to reinsurers including the transfer of
the unearned premium related to the new quota share reinsurance agreement in the
second 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.  Cash flows from  financing  activities  primarily
relate to Company  borrowings.  The Company is party to a senior Promissory Note
with a reinsurer for $750,000  payable in 12 monthly  installments  through July
2003. The funds were used to make an additional capital contribution to UPCIC.

         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.  Specific to a recent rate
increase implemented by the Company on a use and file basis,  effective February
28, 2002 for new business and April 20, 2002 for renewal  business,  the Florida
Department  of  Insurance  ("DOI")  notified  UPCIC  in  June of its  intent  to
disapprove  the  requested  rate change.  UPCIC's  request to raise  homeowners'
insurance rates is currently under arbitration with the DOI. The case remains in
its early stages and it is therefore unclear whether all or any part of the rate
change will be granted or whether any award  providing  for less than the entire
requested change will have retroactive or prospective application. The financial
statements  of the Company do not include any  adjustment  that might arise from
denial of the requested rate change.


                                       15


          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  June  30,  2002 is
$7,899,608. Most of this amount, along with readily marketable equity securities
aggregating  $244,220  would  be  available  to pay  claims  in the  event  of a
catastrophic  event pending  reimbursement for any aggregate amount in excess of
$400,000  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 June 30, 2002.  UPCIC is also required to adhere to prescribed
premium-to-capital   surplus   ratios.   UPCIC  is  in  compliance   with  these
requirements  and 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
Insurance Statutes. Accordingly, UPCIC was required to file a Risk Based Capital
Plan containing items specified in Florida statutes. The Risk Based Capital Plan
has been approved by the DOI contingent upon certain items specified by the DOI,
including  DOI  approval  of any  rate  changes  contemplated  by the  plan  and
determination  by the DOI that a reinsurance  agreement that is part of the plan
is acceptable.

                                       16




                           PART II - OTHER INFORMATION
                           ---------------------------

ITEM 1.  LEGAL PROCEEDINGS
-------  -----------------

         The Company did not have any reportable  legal  proceedings  during the
six months ending June 30, 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 Note 4 to the
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 dated June 27, 2002,  and  approved by the Board of  Directors,
Mr. Meier elected to convert vacation benefits and salary into 747,827 shares of
common stock.  The shares were issued to Mr. Meier in a private  transaction  on
August 5, 2002 in  accordance  with the terms of the  amendment  and pursuant to
Section 4(2) of the Securities Act of 1933, as amended.


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

         10.8                       Amendment  No.  5  to  Employment  Agreement
                                    between Universal Insurance  Holdings,  Inc.
                                    and Bradley I. Meier, dated June 27, 2002.

         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: August 14, 2002                 /s/ Bradley I. Meier
                                      ------------------------------------------
                                       Bradley I. Meier, Chief Financial Officer




                                      /s/ James M. Lynch
                                      ------------------------------------------
                                      James M. Lynch, Chief Financial Officer



                                       18



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In  connection  with  the  Quarterly  Report  of  Universal   Insurance
Holdings,  Inc. ("Company") on Form 10-QSB for the period ended June 30, 2002 as
filed with the Securities and Exchange Commission on the date hereof ("Report"),
each of the  undersigned,  in the capacities and on the dates  indicated  below,
hereby  certify  pursuant  to 18 U.S.C.  Section  1350,  as adopted  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

         1.       The Report fully  complies  with the  requirements  of Section
13(a) or 15(d) of the Securities Exchange Act of 1934; and

         2.       The information  contained in the Report fairly  presents,  in
all material respects,  the financial  condition and results of operation of the
Company.




August 14, 2002                       /s/ Bradley I. Meier
                                      ------------------------------------------
                                      Bradley I. Meier, Chief Financial Officer




                                      /s/ James M. Lynch
                                      ------------------------------------------
                                      James M. Lynch, Chief Financial Officer