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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



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FORM 10-Q/A

(Amendment No. 1)

(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, 2003



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 000-50041



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U.S.I. HOLDINGS CORPORATION

(Exact name of registrant as specified in its charter)



|Delaware                                                       |  | 13-3771733                       
|-------------------------------------------------------------- |  | ---------------------------------
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)



50 California
Street, 24th Floor

San Francisco, California 94111

(Address of principal executive officers, including zip code)



(415) 983-0100

(Registrants telephone number, including area code)



Indicate by check mark whether the Registrant (1) has
filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.



Yes   x    No ̈



Indicate by check mark whether the Registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).



Yes ̈No  x



As of August 8, 2003, the number of outstanding shares of the Registrants common stock, $.01 par value, was 45,727,923 shares.



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U.S.I. HOLDINGS CORPORATION



INDEX



Part II. Other Information

Item 6. Exhibits and Reports
on Form 8-K



Signatures



EXPLANATORY NOTE



This Amendment No. 1 to the Registrants Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2003 is being filed solely for the purpose of refiling Exhibits 31.1 and 31.2 thereto in the form required for reports due on or after August 14, 2003. Exhibits 31.1 and 31.2 previously filed with such
Quarterly Report shall be deemed replaced and superseded in their entirety by Exhibits 31.1 and 31.2 filed herewith. No revisions have been made to the Registrants financial statements or any other disclosure contained in such Quarterly
Report.



PART II. OTHER INFORMATION

U.S.I. HOLDINGS CORPORATION



Item 6. Exhibits and Reports on Form 8-K



(a) Exhibits:



|Exhibit 31.1 |  | Certification of David L. Eslick pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.    
|------------ |  | -----------------------------------------------------------------------------------------------
|             | 
|Exhibit 31.2 |  | Certification of Robert S. Schneider pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.





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SIGNATURE



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



|                        |  |  |  | U.S.I. HOLDINGS CORPORATION (Registrant)
|----------------------- |  |  |  | ----------------------------------------
|                        |  |  | 
|DATE: September 5, 2003 |  |  |  | By:                                     
|                        |  |  |  |                                         



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U.S.I. HOLDINGS CORPORATION



EXHIBIT INDEX



|Exhibit      |  |                                                                                               
|------------ |  | ----------------------------------------------------------------------------------------------
|             | 
|Exhibit 31.1 |  | Certification of David L. Eslick pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    
|             | 
|Exhibit 31.2 |  | Certification of Robert S. Schneider pursuant to Section 302 of the Sarbanes-Oxley Act of 2002