Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                    Pursuant to Section 13 or 15 (d) of the
                        Securities Exchange Act of 1934

                                November 3, 2006
                Date of report (Date of earliest event reported)

             (Exact name of registrant as specified in its charter)

         Delaware                        000-20848                65-0231984
-----------------------------     ------------------------  --------------------
(State or other jurisdiction      (Commission file number)  (IRS Employer
of incorporation or organization)                           Identification No.)

       1110 W. Commercial Blvd. Suite 100, Fort Lauderdale, Florida 33309
                    (Address of Principal Executive Offices)

Registrant's telephone number, including area code:    (954) 958-1200

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):

/ /  Written communication pursuant to Rule 425 under the Securities Act (17 CFR
/ /  Soliciting  material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
/ /  Pre-commencement   communications  pursuant  to  Rule  14d-2(b)  under  the
     Exchange Act (17 CFR 240.14d-2(b)).
/ /  Pre-commencement   communications  pursuant  to  Rule  13e-4(c)  under  the
     Exchange Act (17 CFR 240.13e-4(c)).

ITEM 1.01    Entry into a Material Definitive Agreement

On November 3, 2006, Universal Insurance Holdings,  Inc. (the "Company") entered
into a Note Purchase Agreement with Benfield Greig (Holdings), Inc. ("Benfield")
to obtain a secured loan in the aggregate  principal  amount of $12,000,000 (the
"Note Purchase Agreement").  In connection with the Note Purchase Agreement, the
Company  issued to Benfield a Secured  Promissory  Note (the "Note")  containing
usual and  customary  security  terms.  Interest  on the Note will accrue at the
market rate of 12.75% per annum ("Market  Rate").  The outstanding  principal is
due in six  monthly  installments  of  $1,500,000  and a final  seventh  monthly
installment of the remaining  balance plus all accrued  interest under the terms
of the Note  starting on January 31, 2007 and ending on July 31, 2007.  An event
of default  will occur under the Note if the Company  defaults in the payment of
the Note or upon the occurrence of other typical default events.

In connection with the loan, the Company and its subsidiaries appointed Benfield
Inc.  as  their reinsurance intermediary for all of their reinsurance placements
for the year beginning on June 1, 2007.

In addition,  if  the  Company  and  its  subsidiaries  fulfill  their  material
obligations under their agreements with Benfield, on July 10, 2008, or before as
events  dictate,  Benfield  will  refund  to  the Company and pay the difference
between the interest actually paid using the Market  Rate  and the interest that
would have been paid using a rate of 8.25% per annum.

The  Company  and its subsidiaries have agreed to accrue a loan  processing  and
origination fee  of $500,000 which Benfield shall forgive in full if the Company
and its subsidiaries  fulfill  their  material  obligations under the agreements
with Benfield but shall otherwise immediately become due and payable and subject
to the terms of the security agreement securing the  Note  if the Company or its
subsidiaries terminate or materially breach the agreements with Benfield.

ITEM 2.03    Creation of a  Direct  Financial  Obligation  or an Obligation
             under an Off-Balance Sheet Arrangement of a Registrant

The  information  provided  in  Item  1.01 of this Current Report  on  Form  8-K
regarding the Note Purchase Agreement and Note is incorporated by reference into
this Item 2.03.


      Pursuant to the requirements of the Securities Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

      Date: November 9, 2006         UNIVERSAL INSURANCE HOLDINGS, INC.

                                     By:   /s/ Bradley I. Meier
                                           Bradley I. Meier
                                           President and Chief Executive Officer