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 September 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)


      Check whether the registrant  filed all documents and reports  required to
be filed by Section l2, 13 or 15(d) of the Exchange  Act after the  distribution
of securities under a plan confirmed by a court.

      Yes [X] No [ ]

      State the number of shares  outstanding of each of the issuer's classes of
common equity,  as of the last  practicable  date:  19,617,411  shares of common
stock as of November 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 nine months  ended  September  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
                               SEPTEMBER 30, 2002
                                   (Unaudited)

                                     ASSETS

Cash and cash equivalents                                            $ 5,063,126
Debt securities held-to-maturity (fair-value of $550,225)                563,670
Equity securities available for sale (cost of $302,812)                  222,174
Prepaid reinsurance premiums and reinsurance recoverables             20,738,639
Premiums and other receivables                                           900,093
Investments in real estate                                               442,622
Property, plant and equipment, net                                       893,963
                                                                   -------------
Total assets                                                        $ 28,824,287
                                                                   =============



                      LIABILITIES AND STOCKHOLDERS' EQUITY

LIABILITIES:
Unpaid losses and loss adjustment expenses                           $ 5,559,860
Unearned premiums                                                     15,714,375
Reinsurance payable                                                    1,030,594
Accounts payable                                                       1,374,298
Other accrued expenses                                                   614,260
Loans payable                                                            889,160
                                                                    ------------
Total liabilities                                                     25,182,547
                                                                    ------------


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, 16,717,411
shares issued and 16,508,766 outstanding                                167,175
Common stock in treasury, at cost - 208,645 shares                     (101,819)
Additional paid-in capital                                           15,003,976
Accumulated deficit                                                 (11,348,341)
Accumulated other comprehensive loss                                    (80,638)
                                                                   -------------
Total stockholders' equity                                            3,641,740
                                                                   -------------
Total liabilities and stockholders' equity                         $ 28,824,287
                                                                   =============

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)



                                                          Nine Months Ended                Three Months Ended
                                                    September 30,    September 30,   September 30,    September 30,
                                                        2002             2001             2002            2001
                                                                                          
PREMIUMS EARNED AND OTHER REVENUES:
    Premium income, net                           $  4,500,436      $  5,964,573     $   998,974      $  1,846,493
    Net investment income                              327,233           508,837         147,961           154,600
    Commission revenue                                 271,337           380,121         121,088           122,571
    Other revenue                                    2,648,329         3,663,549       1,147,164           431,808
                                                  -------------     -------------    -----------      -------------
             Total revenues                          7,747,335        10,517,080       2,415,187         2,555,472
                                                  -------------     -------------    -----------      -------------

OPERATING COSTS AND EXPENSES
    Losses and loss adjustment expenses              3,898,206         5,772,229         697,745         2,551,981
    General and administrative expenses              3,870,052         6,139,361       1,074,874         2,412,596
                                                  -------------     -------------    -----------      -------------
             Total operating costs and expenses      7,768,258        11,911,590       1,772,619         4,964,577
                                                  -------------     -------------    -----------      -------------

NET INCOME (LOSS)                                 $    (20,923)     $ (1,394,510)    $   642,568      $ (2,409,105)
                                                  =============     =============    ===========      =============

INCOME (LOSS) PER COMMON SHARE:
    Basic                                         $      (0.00)     $      (0.09)           0.04      $      (0.16)
                                                  =============     =============    ===========      =============

WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING - BASIC                               15,558,000        14,698,000      15,558,000        14,686,000
                                                  =============     =============    ===========      =============

INCOME (LOSS)  PER COMMON SHARE
    Diluted                                       $      (0.00)     $      (0.09)    $      0.04      $      (0.16)
                                                  =============     =============    ===========      =============

WEIGHTED AVERAGE COMMON SHARES
  OUTSTANDING - DILUTED                             15,558,000        14,698,000      15,558,000        14,686,000
                                                  =============     =============    ===========      =============


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)



                                                       Nine Months Ended                Three Months Ended
                                                 September 30,    September 30,   September 30,    September 30,
                                                     2002             2001             2002            2001
                                                     ----             ----             ----            ----
                                                                                      
NET INCOME (LOSS)                               $  (20,923)       $ (1,394,510)    $  642,568     $ (2,409,105)

OTHER COMPREHENSIVE INCOME:
Change in net unrealized gain (loss) on
  available-for-sale securities                    (40,802)             (3,849)       (63,636)         (43,426)
                                                -----------       --------------   ----------     -------------

COMPREHENSIVE INCOME (LOSS)                     $  (61,725)       $ (1,398,359)    $  578,932     $ (2,452,531)
                                                ===============================================================



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 FLOW
                                   (Unaudited)



                                                                Nine Months Ended               Nine Months Ended
                                                               September 30, 2002              September 30, 2001
                                                               ------------------              ------------------
                                                                                        
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                       $     (20,923)                 $    (1,394,510)
    Adjustments to reconcile net loss
       to cash used in operations:
    Amortization and depreciation                                    168,773                           96,444
    Net accretion of bond premiums and discounts                     (23,768)                         (20,389)
Net change in assets and liabilities relating to operating
activities:
    Prepaid reinsurance premiums and reinsurance recoverables     (7,625,360)                        (205,707)
    Premiums and other receivables                                   308,826                             (392)
    Reinsurance payables                                          (2,297,308)                               -
    Deferred policy acquisition costs                                529,942                          413,658
    Accounts payable                                                  10,574                          498,320
    Other accrued expenses                                           106,574                          (22,370)
    Accrued taxes, licenses and fees                                (189,728)                        (117,625)
    Unpaid losses and loss adjustment expenses                      (687,007)                       2,809,710
    Due from related parties and other                                 -                              (20,040)
    Unearned premiums                                              1,661,136                       (3,739,908)
                                                               --------------                 ----------------


Net cash used in operating activities                             (8,058,269)                      (1,702,809)
                                                               --------------                 ----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures                                            (100,875)                        (202,194)
    Purchase of real estate                                         (310,827)                               -
    Sale of real estate                                               84,763                                -
    Purchase of equity securities available for sale                 (18,160)                        (127,546)
    Proceeds from sale of equity securities available for sale             -                                -
    Purchase of debt securities held to maturity                           -                         (601,062)
    Proceeds from maturities of debt securities held to
    maturity                                                       2,494,811                          759,153
                                                               --------------                 ----------------


Net cash provided by (used in) investing activities                2,149,712                         (171,649)
                                                               --------------                 ----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
    Cash dividends                                                     -                             (202,921)
    Loan payable                                                     445,076                          215,283
    Purchase of treasury stock                                        44,908                          (17,565)
                                                               --------------                 ----------------


Net cash provided by (used in) financing activities                  489,984                           (5,203)
                                                               --------------                 ----------------

NET DECREASE IN CASH AND CASH                                     (5,418,573)                      (1,879,661)
EQUIVALENTS

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

CASH AND CASH EQUIVALENTS, End of period                       $   5,063,126                  $     8,478,002
                                                               ==============                 ================


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
                               September 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 September  30,
2002,  the  related   condensed   consolidated   statements  of  operations  and
comprehensive  operations  for the nine months and three months ended  September
30, 2002 and 2001 and cash flows for the nine months  ended  September  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.

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,


                                       7


including  a sale of its  insurance  operations.  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 homeowners' insurance 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 September 2002 of its intent to disapprove
the requested rate change.  UPCIC's request to raise homeowners' insurance rates
was to go to arbitration  with the DOI. The Company has recently been informally
notified  by the DOI that the DOI no longer  wants to go to  arbitration  on the
requested  rate change and that the rate change  applicable  to the current year
will be  granted.  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 September 30,
2002, the Company had unearned premiums totaling $15,714,375.

Effective   January  15,  2002,  UPCIC  and  Universal   Property  and  Casualty
Management,  Inc.,  ("Universal  Management") an unaffiliated  managing  agency,
terminated their prior management agreement so that services previously 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 September 30, 2002, deferred policy acquisition costs amounted
to $0.

An allowance  for  uncollectible  premiums  receivable  is  established  when it
becomes  evident  collection  is doubtful.  No allowance is deemed  necessary at
September 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 September
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  September 30, 2002,
UPCIC amended its quota share  reinsurance  treaty to cede an additional  10% of
its gross written premium.  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
catastrophe  coverage of  $30,000,000 in excess of $2,000,000  covering  certain
loss occurrences  including  hurricanes.  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:



                     Nine Months Ended                                        Nine Months Ended
                     September 30, 2002                                       September 30, 2001
                     ------------------                                       ------------------

                                           Loss                                            Loss
                                           and Loss                                        and Loss
            Premiums       Premiums        Adjustment       Premiums        Premiums       Adjustment
            Written        Earned          Expenses         Written         Earned         Expenses
            -------        ------          --------         -------         ------         --------
                                                                        
Direct    $23,241,044     $21,579,908     $12,609,868     $17,034,115     $20,774,023     $11,984,978
Ceded     (21,943,312)    (17,079,472)     (8,711,662)    (11,134,347)    (14,809,450)     (6,212,749)
          ------------    ------------    ------------    ------------    ------------    ------------
Net        $1,297,732      $4,500,436      $3,898,206      $5,899,768      $5,964,573      $5,772,229
          ============    ============    ============    ============    ============    ============






                     Three Months Ended                                       Three Months Ended
                     September 30, 2002                                       September 30, 2001
                     ------------------                                       ------------------

                                        Loss                                        Loss
                                        and Loss                                    and Loss
           Premiums        Premiums     Adjustment      Premiums       Premiums     Adjustment
           Written         Earned       Expenses        Written        Earned       Expenses
           -------         ------       --------        -------        ------       --------
                                                                   
Direct    $8,697,857     $7,591,620     $4,717,663     $6,601,096     $6,936,327     $5,165,598
Ceded     (8,661,130)    (6,592,646)    (4,019,918)    (4,944,003)    (5,089,834)    (2,613,617)
         -----------    -----------    -----------    -----------    -----------    -----------
Net          $36,727       $998,974       $697,745     $1,657,093     $1,846,493     $2,551,981
         ===========    ===========    ===========    ===========    ===========    ===========


Other Amounts:

                                                              September 30, 2002
                                                              ------------------

Reinsurance recoverable on paid and unpaid losses
  and loss adjustment expenses                                    $  6,259,869
Unearned premiums ceded                                             14,478,770
                                                                    ----------

                                      -10-


Prepaid reinsurance premiums and reinsurance recoverable          $ 20,738,639
                                                                    ==========

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 September  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. The terms of
the settlement  have not yet been  finalized.  Accordingly,  the Company has not
accrued a liability  with  respect to the  management  fees claimed by Universal
Management.

NOTE 6 - LETTER OF INTENT

       On May 28, 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


                                      -11-


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 of intent 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
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 November 15, 2002 and the Company is actively  considering other offers to
acquire its insurance operations.

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,


                                      -12-


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 September 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 had approximately $330,000 in revenue in
the first nine months of 2002.  Management  believes this will be a growing part
of the Company's overall business.

FINANCIAL CONDITION

      Cash and cash equivalents at September 30, 2002 aggregated $5,063,126. 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
September 30, 2002 UPCIC's  investments were comprised of $5,063,126 in cash and
repurchase  agreements,  $563,670 in fixed  maturity  securities and $222,174 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 44,000 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.


                                      -13-


RESULTS OF  OPERATIONS  - NINE  MONTHS  ENDED  SEPTEMBER  30, 2002 VERSUS NINE
MONTHS ENDED SEPTEMBER 30, 2001

      Gross premiums  written  increased 36.4% to $23,241,044 for the nine month
period ended September 30, 2002 from $17,034,115 for the nine month period ended
September  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  24.5% to  $4,500,436  for the nine month
period ended  September 30, 2002 from $5,964,573 for the nine month period ended
September  30, 2001.  The decrease is primarily  due to  non-renewal  of certain
policies  in  high  exposure  areas  in  late  2001  and  to the  change  in the
reinsurance program effective June 1, 2002.

      Investment  income  decreased  35.7% to $327,233 for the nine month period
ended September 30, 2002 from $508,837 for the nine month period ended September
30, 2001. The decrease is primarily due to the lower  interest rate  environment
and lower investment balances during the nine months ended September 30, 2002.

      Other  revenue  decreased  27.7% to  $2,648,329  for the nine month period
ended  September  30,  2002 from  $3,663,549  for the nine  month  period  ended
September  30, 2001.  The decrease is  primarily  attributable  to the JUA bonus
received of $2,637,300 in the first nine months of 2001.

      Commission  income  decreased  28.6% to $271,337 for the nine month period
ended September 30, 2002 from $380,121 for the nine month period ended September
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 extent  commissions  generated  from agency  operations.  The decrease is
primarily  attributable to a change in the agent  compensation  arrangement that
took effect in August 2002, mitigated by an increase in new business.

      Losses and loss adjustment  expenses ("LAE")  incurred  decreased 32.5% to
$3,898,206  for the nine month period ended  September 30, 2002 from  $5,772,229
for the nine month period ended  September 30, 2001.  The Company's  direct loss
ratio for the nine month period ended  September 30, 2002 was 58.4%  compared to
57.7% for the nine month period ended  September 30, 2001. The Company's  direct
loss ratio was  comparable  for the two periods.  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.



                                      -14-


      General and administrative  expenses decreased 37.0% to $3,870,052 for the
nine month period ended  September 30, 2002 from  $6,139,361  for the nine month
period  ended  September  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  SEPTEMBER  30, 2002 VERSUS THREE
MONTHS ENDED SEPTEMBER 30, 2001

      Gross premiums  written  increased 31.8% to $8,697,857 for the three month
period ended September 30, 2002 from $6,601,096 for the three month period ended
September  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 45.9% to $998,974 for the three month period
ended  September  30,  2002 from  $1,846,493  for the three month  period  ended
September  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  4.3% to $147,961 for the three month period
ended  September  30,  2002 from  $154,600  for the  three  month  period  ended
September  30, 2001.  The decrease is primarily  due to the lower  interest rate
environment  and  lower  investment  balances  during  the  three  months  ended
September 30, 2002.

      Other revenue  increased  165.7% to $1,147,164  for the three month period
ended  September  30,  2002 from  $431,808  for the  three  month  period  ended
September 30, 2001. The increase is primarily  attributable to revenue generated
by Tigerquote.com for leads sold over the internet during the three months ended
September 30, 2002.

      Commission  income  decreased  1.2% to $121,088 for the three month period
ended  September  30,  2002 from  $122,571  for the  three  month  period  ended
September 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 extent commissions generated from agency operations. The decrease is
primarily  attributable to a change in the agent  compensation  arrangement that
took effect in August 2002, mitigated by an increase in new business.

      Losses and loss adjustment  expenses ("LAE")  incurred  decreased 72.7% to
$697,745 for the three month period ended September 30, 2002 from $2,551,981 for
the three month period ended September 30, 2001. The Company's direct loss ratio
for the three month period ended  September 30, 2002 was 62.1% compared to 74.5%
for the three month period ended  September 30, 2001. The Company's  direct loss
ratio decreased principally due to the lower frequency and severity of claims in
the three months ended  September 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


                                      -15-


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 55.4% to $1,074,874 for the
three month period ended  September 30, 2002 from $2,412,596 for the three month
period  ended  September  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 nine month period ended  September  30, 2002,  cash flows used by
operating  activities were $8,058,269.  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.
Payments have been made in a timely manner.

       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,
including the sale of its  insurance  operations.  On May 28, 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 of intent 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


                                      -16-


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 amount has not yet been funded
as of November 15, 2002 and the Company is actively  considering other offers to
acquire its insurance operations.

       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
homeowners' insurance 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
September 2002 of its intent to disapprove  the requested  rate change.  UPCIC's
request to raise  homeowners'  insurance rates was to go to arbitration with the
DOI. The Company has recently been  informally  notified by the DOI that the DOI
no longer wants to go to  arbitration  on the requested rate change and that the
rate change  applicable  to the  current  year will be  granted.  The  financial
statements  of the Company do not include any  adjustment  that might arise from
denial of the requested rate change.

       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  September  30,  2002 is
$5,063,126. Most of this amount, along with readily marketable equity securities
aggregating  $222,174  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  September  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.


                                      -17-


       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 a part of the plan
is  acceptable.  See Note 1 for status of DOI  approval of a recently  requested
rate change.

Item 3. Controls and Procedures.

       Based  on the  evaluation  by  the  Chief  Executive  Officer  and  Chief
Financial  Officer of the Company as of a date within 90 days of the filing date
of this quarterly report, the Company's  disclosure  controls and procedures are
adequately  designed to ensure that the  information  required to be included in
this report has been  recorded,  processed,  summarized and reported on a timely
basis.  There have not been any  significant  changes in the Company's  internal
controls or in any other factors that could significantly  affect these controls
and there  have been no  corrective  actions  taken with  regard to  significant
deficiencies  and material  weaknesses  subsequent to the date of such officers'
evaluation.


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

Item 1.  Legal Proceedings
------   -----------------

      The Company did not have any reportable legal proceedings  during the nine
months ending September 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 5 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
------     ---------------------


                                      -18-


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 salary into 625,000  shares of common stock.  The shares were
issued  to Mr.  Meier in a  private  transaction  on  September  9,  2002.  This
transaction  was  performed 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
      -----------         -------

      11.1                Statement Regarding Computation of Per Share Income

(b)   Reports on Form 8-K

      None.

                                      -19-


                                   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:  November 19, 2002            /s/ Bradley I. Meier
                                    ------------------------------
                                    Bradley I. Meier, Chief Executive Officer

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


                                      -20-


                                  CERTIFICATION

I, Bradley I. Meier, certify that:

1.    I have  reviewed  this  quarterly  report on Form  10-QSB  of  Universal
Insurance Holdings, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

    a) designed such disclosure  controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

    b) evaluated the effectiveness of the registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

    c) presented in this annual report our conclusions  about the  effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

    a) all  significant  deficiencies  in the design or  operation  of  internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

    b) any fraud,  whether or not material,  that  involves  management or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officer  and I have  indicated  in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.



                                      -21-


Date: November 19, 2002              /s/ Bradley I. Meier
                                     ------------------------------------------
                                     Bradley I. Meier, Chief Executive Officer


                                      -22-


                                  CERTIFICATION

I, James M. Lynch, certify that:

1.    I have  reviewed  this  quarterly  report on Form  10-QSB  of  Universal
Insurance Holdings, Inc.;

2. Based on my  knowledge,  this  quarterly  report  does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.  Based  on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.  The  registrant's  other  certifying  officer  and  I  are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

    a) designed such disclosure  controls and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is made known to us by others  within those  entities,  particularly  during the
period in which this quarterly report is being prepared;

    b) evaluated the effectiveness of the registrant's  disclosure  controls and
procedures  as of a date  within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

    c) presented in this annual report our conclusions  about the  effectiveness
of the  disclosure  controls and  procedures  based on our  evaluation as of the
Evaluation Date;

5. The registrant's other certifying officer and I have disclosed,  based on our
most recent evaluation,  to the registrant's auditors and the audit committee of
registrant's   board  of  directors  (or  persons   performing   the  equivalent
functions):

    a) all  significant  deficiencies  in the design or  operation  of  internal
controls  which  could  adversely  affect  the  registrant's  ability to record,
process,  summarize  and  report  financial  data  and have  identified  for the
registrant's auditors any material weaknesses in internal controls; and

    b) any fraud,  whether or not material,  that  involves  management or other
employees who have a significant role in the registrant's internal controls; and

6. The  registrant's  other  certifying  officer  and I have  indicated  in this
quarterly report whether there were significant  changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the date of our most recent  evaluation,  including any corrective  actions with
regard to significant deficiencies and material weaknesses.



                                      -23-


Date: November 19, 2002              /s/ James M. Lynch
                                     ------------------------------------------
                                     James M. Lynch, Chief Financial Officer


                                      -24-


                            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 September 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.


November 19, 2002                    /s/ Bradley I. Meier
                                     ------------------------------------------
                                     Bradley I. Meier, Chief Executive Officer


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














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