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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-Q

(Mark One)

|/x/ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2001

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 001-14673

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MEEMIC Holdings, Inc.(Exact name of registrant as specified in its charter)

Michigan(State or other jurisdiction
of incorporation or organization)

38-3436541(I.R.S. Employer Identification No.)691 North Squirrel Road, Suite 100
Auburn Hills, Michigan(Address of principal executive offices)

48321(Zip Code)


Registrant's telephone number, including area code:(888) 463-3642

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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 / /

The
number of shares outstanding of the registrant's common stock, no par value per share, as of May 9, 2001 was 6,655,500.

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TABLE OF CONTENTS

|         |  |                       |  |                                                                                                                          |  | Page No.
|-------- |  | --------------------- |  | ------------------------------------------------------------------------------------------------------------------------ |  | --------
|PART I.  |  | FINANCIAL INFORMATION
|         |  | Item 1.               |  | Financial Statements                                                                                                     |  |         
|         |  |                       |  | Condensed Consolidated Balance Sheets at March 31, 2001 (Unaudited) and December 31, 2000                                |  | 3       
|         |  |                       |  | Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2001 and 2000 (Unaudited)               |  | 4       
|         |  |                       |  | Condensed Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2001 and 2000 (Unaudited) |  | 5       
|         |  |                       |  | Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2001 and 2000 (Unaudited)           |  | 6       
|         |  |                       |  | Notes to Condensed Consolidated Financial Statements (Unaudited)                                                         |  | 7-8     
|         |  | Item 2.               |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                                    |  | 9-11    
|         |  | Item 3.               |  | Quantitative and Qualitative Disclosures About Market Risk                                                               |  | 12      
|Part II. |  | OTHER INFORMATION    
|         |  | Signatures            |  | 13                                                                                                                      

2

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

MEEMIC Holdings, Inc.        and Subsidiaries        CONDENSED CONSOLIDATED BALANCE SHEETS

|                                                                 |                                                                                                                                                                            | March 31, 2001                             |        | December 31, 2000
|---------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------ | ------ | -----------------
|
|
|ASSETS                                                          
|Investments:                                                     |                                                                                                                                                                            |                                            |        |                  
|                                                                 | Fixed maturities available for sale, at fair value (amortized cost of $170,989 and $166,179 in 2001 and 2000, respectively)                                                |                                            | $      | 174,386          
|                                                                 | Short-term investments, at cost, which approximates fair value                                                                                                             |                                            |        | 10,834           
|                                                                 | Real estate, at cost                                                                                                                                                       |                                            |        | 2,300            
|                                                                 |                                                                                                                                                                            |                                            |        |                  
|                                                                 |                                                                                                                                                                            | Total investments                          |        |                  
|Cash and cash equivalents                                        |                                                                                                                                                                            |                                            | 15,234 |                  
|Premiums due from policyholders                                  |                                                                                                                                                                            |                                            | 6,999  |                  
|Amounts recoverable from reinsurers                              |                                                                                                                                                                            |                                            | 51,632 |                  
|Amounts recoverable from reinsurers, related party               |                                                                                                                                                                            |                                            | 6,475  |                  
|Accrued investment income                                        |                                                                                                                                                                            |                                            | 2,493  |                  
|Deferred federal income taxes                                    |                                                                                                                                                                            |                                            | 3,075  |                  
|Property and equipment, at cost, net of accumulated depreciation |                                                                                                                                                                            |                                            | 3,848  |                  
|Deferred policy acquisition costs                                |                                                                                                                                                                            |                                            | 2,822  |                  
|Intangible assets, net of amortization                           |                                                                                                                                                                            |                                            | 32,689 |                  
|Federal income taxes recoverable                                 |                                                                                                                                                                            |                                            |       |                  
|Other assets                                                     |                                                                                                                                                                            |                                            | 721    |                  
|                                                                 |                                                                                                                                                                            |                                            |        |                  
|                                                                 |                                                                                                                                                                            | Total assets                               |        | $                
|                                                                 |                                                                                                                                                                            |                                            |        |                  
|LIABILITIES AND SHAREHOLDERS' EQUITY                            
|Liabilities:                                                     |                                                                                                                                                                            |                                            |        |                  
|                                                                 | Loss and loss adjustment expense reserves                                                                                                                                  |                                            | $      | 108,258          
|                                                                 | Unearned premiums                                                                                                                                                          |                                            |        | 36,630           
|                                                                 | Payable related to acquisition                                                                                                                                             |                                            |        | 1,040            
|                                                                 | Accrued expenses and other liabilities                                                                                                                                     |                                            |        | 12,482           
|                                                                 | Accrued expenses and other liabilities, related party                                                                                                                      |                                            |        | 191              
|                                                                 | Premiums ceded payable                                                                                                                                                     |                                            |        | 4,392            
|                                                                 | Federal income taxes payable                                                                                                                                               |                                            |        | 334              
|                                                                 |                                                                                                                                                                            |                                            |        |                  
|                                                                 |                                                                                                                                                                            | Total liabilities                          |        |                  
|                                                                 |                                                                                                                                                                            |                                            |        |                  
|Shareholders' equity:                                            |                                                                                                                                                                            |                                            |        |                  
|                                                                 | Common stock, no par value; 10,000,000 shares authorized; 6,655,500 shares issued and outstanding in 2001 and 2000                                                         |                                            |        | 65,855           
|                                                                 | Additional paid-in capital                                                                                                                                                 |                                            |        | 225              
|                                                                 | Retained earnings                                                                                                                                                          |                                            |        | 81,893           
|                                                                 | Accumulated other comprehensive income: Net unrealized appreciation on investments, net of deferred federal income taxes of $1,189 and $590 in 2001 and 2000, respectively |                                            |        | 2,208            
|                                                                 |                                                                                                                                                                            |                                            |        |                  
|                                                                 |                                                                                                                                                                            | Total shareholders' equity                 |        |                  
|                                                                 |                                                                                                                                                                            |                                            |        |                  
|                                                                 |                                                                                                                                                                            | Total liabilities and shareholders' equity |        | $                
|                                                                 |                                                                                                                                                                            |                                            |        |                  

See the accompanying notes to the unaudited condensed consolidated financial statements.

3

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MEEMIC Holdings, Inc.        and Subsidiaries        CONDENSED CONSOLIDATED STATEMENTS OF INCOME        For the Three Months Ended March 31, 2001 and 2000
(Unaudited)

|                                                      |                                                                    | 2001                                         |                                                    | 2000   |       
|----------------------------------------------------- | ------------------------------------------------------------------ | -------------------------------------------- | -------------------------------------------------- | ------ | ------
|
|Revenues and other income:                            |                                                                    |                                              |                                                    |        |       
|                                                      | Premiums written                                                   |                                              | $                                                  | 32,457 |       
|                                                      | Premiums ceded                                                     |                                              |                                                    | (1,409 | )     
|                                                      |                                                                    |                                              |                                                    |        |       
|                                                      |                                                                    | Net premiums written                         |                                                    |        | 31,048
|                                                      | Decrease in unearned premiums, net of prepaid reinsurance premiums |                                              |                                                    | 125    |       
|                                                      |                                                                    |                                              |                                                    |        |       
|                                                      |                                                                    | Net premiums earned                          |                                                    |        | 31,173
|                                                      | Net investment income                                              |                                              |                                                    | 2,886  |       
|                                                      | Net realized investment losses on fixed maturities                 |                                              |                                                    | (26    | )     
|                                                      | Other income                                                       |                                              |                                                    | 346    |       
|                                                      |                                                                    |                                              |                                                    |        |       
|                                                      |                                                                    | Total revenues and other income              |                                                    |        | 34,379
|                                                      |                                                                    |                                              |                                                    |        |       
|Expenses:                                             |                                                                    |                                              |                                                    |        |       
|                                                      | Loss and loss adjustment expenses incurred, net                    |                                              |                                                    | 22,664 |       
|                                                      | Policy acquisition and other underwriting expenses:                |                                              |                                                    |        |       
|                                                      |                                                                    | Policy acquisition and underwriting expenses |                                                    |        | 7,290 
|                                                      |                                                                    | Management fees, related party               |                                                    |        | 161   
|                                                      |                                                                    |                                              |                                                    |        |       
|                                                      |                                                                    |                                              | 7,451                                              |        |       
|                                                      | Amortization expense                                               |                                              |                                                    | 731    |       
|                                                      | Other expenses                                                     |                                              |                                                    | 38     |       
|                                                      |                                                                    |                                              |                                                    |        |       
|                                                      |                                                                    | Total expenses                               |                                                    |        | 30,884
|                                                      |                                                                    |                                              |                                                    |        |       
|                                                      |                                                                    |                                              | Income from operations before federal income taxes |        |       
|Federal income taxes                                  |                                                                    |                                              | 1,032                                              |        |       
|                                                      |                                                                    |                                              |                                                    |        |       
|                                                      |                                                                    |                                              | Net income                                         |        | $     
|                                                      |                                                                    |                                              |                                                    |        |       
|Earnings per common sharebasic                       |                                                                    |                                              |                                                    |        |       
|Net income per common sharebasic                     |                                                                    | $                                            | 0.37                                               |        | $     
|                                                      |                                                                    |                                              |                                                    |        |       
|Earnings per common shareassuming dilution           |                                                                    |                                              |                                                    |        |       
|Net income per common shareassuming dilution         |                                                                    | $                                            | 0.36                                               |        | $     
|                                                      |                                                                    |                                              |                                                    |        |       
|Weighted average shares outstandingbasic             |                                                                    |                                              | 6,655,500                                          |        |       
|                                                      |                                                                    |                                              |                                                    |        |       
|Weighted average shares outstandingassuming dilution |                                                                    |                                              | 6,784,576                                          |        |       
|                                                      |                                                                    |                                              |                                                    |        |       

See
the accompanying notes to the unaudited condensed consolidated financial statements.

4

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MEEMIC Holdings, Inc.        and Subsidiaries        CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME        For the Three Months Ended March 31, 2001
and 2000 (Unaudited)

|                      |                                                                                                                                                                        | 2001                 |   | 2000  |      
|--------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------- | - | ----- | -----
|
|Comprehensive income: |                                                                                                                                                                        |                      |   |       |      
|                      | Net income                                                                                                                                                             |                      | $ | 2,463 |      
|                      | Net unrealized appreciation (depreciation) on investments, net of reclassification adjustment and net of deferred federal income tax of $599 in 2001 and ($79) in 2000 |                      |   | 1,111 |      
|                      |                                                                                                                                                                        |                      |   |       |      
|                      |                                                                                                                                                                        | Comprehensive income |   | $     | 3,574
|                      |                                                                                                                                                                        |                      |   |       |      

See
the accompanying notes to the unaudited condensed consolidated financial statements.

5

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MEEMIC Holdings, Inc.        and Subsidiaries        CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS        For the Three Months Ended March 31, 2001 and 2000
(Unaudited)

|                                                  |                                                                                   | 2001                                                               |                                           | 2000                                      |      
|------------------------------------------------- | --------------------------------------------------------------------------------- | ------------------------------------------------------------------ | ----------------------------------------- | ----------------------------------------- | -----
|
|Cash flows from operating activities:             |                                                                                   |                                                                    |                                           |                                           |      
|                                                  | Net income                                                                        |                                                                    | $                                         | 2,463                                     |      
|                                                  | Adjustments to reconcile net income to net cash provided by operating activities: |                                                                    |                                           |                                           |      
|                                                  |                                                                                   | Depreciation and amortization                                      |                                           |                                           | 1,181
|                                                  |                                                                                   | Realized losses on investments                                     |                                           |                                           | 26   
|                                                  |                                                                                   | Net (accretion of discount) amortization of premium on investments |                                           |                                           | (1   
|                                                  |                                                                                   | Deferred federal income taxes                                      |                                           |                                           | (64  
|                                                  |                                                                                   | Changes in assets and liabilities:                                 |                                           |                                           |      
|                                                  |                                                                                   |                                                                    | Premiums due from policyholders           |                                           |      
|                                                  |                                                                                   |                                                                    | Amounts due from reinsurers               |                                           |      
|                                                  |                                                                                   |                                                                    | Accrued investment income                 |                                           |      
|                                                  |                                                                                   |                                                                    | Deferred policy acquisition costs         |                                           |      
|                                                  |                                                                                   |                                                                    | Other assets                              |                                           |      
|                                                  |                                                                                   |                                                                    | Loss and loss adjustment expense reserves |                                           |      
|                                                  |                                                                                   |                                                                    | Unearned premiums                         |                                           |      
|                                                  |                                                                                   |                                                                    | Accrued expenses and other liabilities    |                                           |      
|                                                  |                                                                                   |                                                                    | Federal income taxes payable              |                                           |      
|                                                  |                                                                                   |                                                                    |                                           |                                           |      
|                                                  |                                                                                   |                                                                    |                                           | Net cash provided by operating activities |      
|                                                  |                                                                                   |                                                                    |                                           |                                           |      
|Cash flows from investing activities:             |                                                                                   |                                                                    |                                           |                                           |      
|                                                  | Purchases of short-term investments                                               |                                                                    |                                           | (8,897                                    | )    
|                                                  | Proceeds from sale or maturity of short-term investments                          |                                                                    |                                           | 4,922                                     |      
|                                                  | Proceeds from maturity of securities available for sale                           |                                                                    |                                           | 11,024                                    |      
|                                                  | Purchases of securities available for sale                                        |                                                                    |                                           | (15,859                                   | )    
|                                                  | Proceeds from sales of property and equipment                                     |                                                                    |                                           | 41                                        |      
|                                                  | Purchases of property and equipment                                               |                                                                    |                                           | (417                                      | )    
|                                                  |                                                                                   |                                                                    |                                           |                                           |      
|                                                  |                                                                                   |                                                                    |                                           | Net cash used in investing activities     |      
|                                                  |                                                                                   |                                                                    |                                           |                                           |      
|Net decrease in cash                              |                                                                                   |                                                                    | (5,859                                    | )                                         |      
|Cash, beginning of year                           |                                                                                   |                                                                    | 21,093                                    |                                           |      
|                                                  |                                                                                   |                                                                    |                                           |                                           |      
|Cash, end of period                               |                                                                                   | $                                                                  | 15,234                                    |                                           | $    
|                                                  |                                                                                   |                                                                    |                                           |                                           |      
|Supplemental disclosure of cash flow information: |                                                                                   |                                                                    |                                           |                                           |      
|                                                  | Federal income taxes paid                                                         |                                                                    |                                           |                                          |      
|                                                  |                                                                                   |                                                                    |                                           |                                           |      

See
the accompanying notes to the unaudited condensed consolidated financial statements.

6

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MEEMIC Holdings, Inc.    and Subsidiaries    Notes to Condensed Consolidated Financial Statements (Unaudited)

(1) Description of Business

MEEMIC Holdings, Inc. and subsidiaries (the "Company") is an insurance holding company incorporated under Michigan law in October 1998. The
Company owns all of the issued and outstanding common stock of MEEMIC Insurance Company ("MEEMIC") and MEEMIC Insurance Services Corp. MEEMIC is a property and casualty insurance company that operates
as a single segment writing private passenger automobile, homeowner, boat and umbrella insurance products primarily for educational employees and their immediate families exclusively in the State of
Michigan. MEEMIC sells its insurance contracts through its sister company, MEEMIC Insurance Services Corp., d/b/a MEIA Insurance Agency, which is the exclusive distributor of the Company's products.

(2) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, and have been
prepared in accordance with generally accepted accounting principles ("GAAP") for Form 10-Q and Rule 10-01 of Regulation S-X financial
information. Accordingly, they have not been audited and they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial
statements. All significant intercompany transactions have been eliminated in consolidation.

In
the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of financial position and results of operations
have been included. The operating results for the three-month period ended March 31, 2001 are not necessarily indicative of the results to be expected for the year ending December 31,
2001.

In
preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the
balance sheets and revenues and expenses for the periods then ended. Actual results may differ from those estimates.

The
most significant estimates that are susceptible to significant change in the near term relate to the determination of the losses and loss adjustment expense reserves. Although
considerable variability is inherent in these estimates, management believes that the reserves are adequate. The estimates are reviewed regularly and adjusted as necessary. Such adjustments are
reflected in current operations.

(3) Net Income Per Share

Net income per share is calculated by dividing net income per share by the weighted-average number of common shares outstanding. The weighted-average common
shares used for determining basic income per common share were 6,655,500 and 6,599,500 for the three months ended March 31, 2001 and 2000, respectively. The effect of dilutive stock options
added 129,076 and 96,336 shares for the three months ended March 31, 2001 and 2000, respectively for the computation of diluted income per common share.

(4) Related Party Transactions

ProNational Insurance Company ("ProNational"), a wholly-owned subsidiary of Professionals Group, Inc., owns 84.2% of the issued and outstanding shares
of the Company. MEEMIC has an Expense Allocation Agreement with ProNational covering indirect expenses and salaries of key

7

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company personnel. Expenses related to this agreement were $161,000 and $131,000 for the three months ended March 31, 2001 and 2000, respectively.

On
June 23, 2000 Professionals Group, Inc. and Medical Assurance, Inc. jointly announced that they have signed a definitive agreement to consolidate the two
companies. Under terms of the definitive agreement the two parties will form a new holding company, ProAssurance Corporation, that will own all of the stock of Medical Assurance, Inc.
and Professionals Group, Inc. Medical Assurance, Inc., ProNational and MEEMIC will continue to serve policyholders under the umbrella of the new holding company.

On
April 30, 2001 the SEC signed off on the Joint Proxy Statement for the merger. The agreement is subject to shareholder approvals and a meeting of the Professionals Group
Shareholders to vote on the merger will be held on June 25, 2001. Assuming approval by the shareholders, the closing of the merger will be held on June 27 and the new company
"ProAssurance" will begin trading on the NYSE on June 28, 2001.

(5) Revenue Information

The Company operates as a single segment offering four insurance productspersonal automobile, homeowners, and as of March 1, 2000, boat and
umbrella policies. Revenue is from unaffiliated customers. Net premiums written and net premiums earned from each of these products is as follows:

For
the Three Months Ended March 31, 2001 and 2000 (Unaudited)

2001

2000(In thousands)Net premiums written:Personal automobile

$
28,010

$
26,561Homeowners


3,008


1,357Boat


29


6Umbrella


1


4Total

$
31,048

$
27,928Net premiums earned:Personal automobile

$
27,466

$
26,755Homeowners


3,659


1,848Boat


48


Umbrella





Total

$
31,173

$
28,603


8

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the condensed consolidated financial statements and the notes thereto included
elsewhere in this document and in the Company's Annual Report on Form 10-K for the year ended December 31, 2000. The following discussion of our financial condition and
results of operations contains certain forward-looking statements relating to our
anticipated future financial conditions and operating results and our current business plans. In the future, our financial condition and operating results could differ materially from those discussed
herein and our current business plans could be altered in response to market conditions and other factors beyond our control. Important factors that could cause or contribute to such differences or
changes include those discussed in the Company's Annual Report on Form 10-K for the year ended December 31, 2000. See the disclosures in that report under "Item
1BusinessForward-Looking Statements".

Overview

We provide private passenger automobile, homeowners, boat and umbrella insurance primarily to educational employees and their immediate families in the State
of Michigan through our MEEMIC subsidiary. We sell our insurance contracts through over 95 sales representatives associated with our insurance agency subsidiary, which is the exclusive distributor of
our products. As of March 31, 2001, we had 134,547 policies in force, representing 166,742 insured vehicles, 43,273 homes, 1,206 boats and 564 personal umbrella policies.

Financial ConditionMarch 31, 2001 Compared to December 31, 2000

Our total assets increased to $313.5 million at March 31, 2001 from $309.5 million at December 31, 2000. The majority of our assets
consist of investments and cash, that in total were $202.8 million at March 31, 2001 and $198.1 million at December 31, 2000. We primarily invest in high quality bonds with
the objective of providing stable income while maintaining liquidity at appropriate levels for our current and long-term requirements. The portfolio consists primarily of government bonds,
municipal bonds, collateralized mortgage obligations, and investment grade corporate bonds. The modified duration of investments was 3.84 years at March 31, 2001 compared to
3.60 years at December 31, 2000. At March 31, 2001, the portfolio had an average Standard & Poor's security quality rating of AA (Excellent), and there were no securities
in default concerning the timely payment of interest and principal. Our gross unrealized gains and gross unrealized losses in investments in securities were $4.8 million and
$1.4 million, respectively, at March 31, 2001 and $3.2 million and $1.5 million, respectively, at December 31, 2000. These changes in our gross unrealized gains and
losses are a result of fluctuating bond market values due to volatility of interest rates in the marketplace.

Our
recorded estimates of loss and loss adjustment expense reserves were $108.3 million at March 31, 2001 compared to $107.3 million at December 31, 2000.
The $1.0 million net increase in reserves at March 31, 2001 was due to general allowances for growth in the number of insured vehicles and homeowner policies in force.

Unearned
premiums were $36.6 million at March 31, 2001 and $36.8 million at December 31, 2000. The decrease in unearned premiums at March 31, 2001
compared to December 31, 2000 of .6% is due to the timing of renewals for the auto book of business that has a concentration of 6-month renewal dates in April and October.

Other
liabilities were $18.4 million at March 31, 2001 and $18.9 million at December 31, 2000. Within other liabilities, premiums ceded payable were lower
at March 31, 2001 compared to December 31, 2000 due primarily to the cancellation of the homeowners quota share reinsurance agreement in 2001.

9

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Our book value per common share outstanding was $22.56 at March 31, 2001, compared to $22.03 at December 31, 2000. Shareholders' equity increased $3.6 million to
$150.2 million at March 31, 2001 from $146.6 million at December 31, 2000. This increase was due to net income of $2.5 million and an increase in other comprehensive
income of $1.1 million.

Results of OperationsThree Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000

Net income for the three months ended March 31, 2001 and 2000 was $2.5 million. Overall, our income from operations before taxes was
$3.5 million for the three months ended March 31, 2001 compared to $3.7 million for the three months ended March 31, 2000. The first quarter of 2001 benefited from
increased investment income that substantially offset increased claims, resulting in similar income from operations for the first quarter of 2001 compared to the same period in 2000.

Our
direct premiums written were $32.5 million for the three months ended March 31, 2001, an increase of $2.5 million, or 8.3%, compared to direct premiums
written of $30.0 million for the three months ended March 31, 2000. Direct premiums written for automobile coverage were $29.2 million for the three months ended March 31,
2001, an increase of 7.4% compared to $27.2 million for the three months ended March 31, 2000. The increase in auto premiums reflects growth in the number of policyholders and an
increase in the value of autos being insured. The number of insured vehicles increased 3.6% to 166,742 at March 31, 2001 from 160,917 at March 31, 2000. Our homeowners business also
continued to increase. Direct premiums written for homeowners were $3.3 million for the three months ended March 31, 2001, an increase of 17.9%, compared to $2.8 million for the
three months ended March 31, 2000. The increase in homeowners premiums was due to growth in the number of policyholders. The number of homeowner policies in force increased 18.3% to 43,273 at
March 31, 2001 from 36,571 at March 31, 2000. Also, on March 1, 2000 we began offering boat and umbrella policies of which direct written premiums were $49,000 through
March 31, 2001 compared to $10,000 at March 31, 2000.

Net
premiums written were $31.0 million for the three months ended March 31, 2001, an increase of 11.1% compared to $27.9 million for the three months ended
March 31, 2000. Net premiums earned were $31.2 million for the three months ended March 31, 2001, an increase of 9.1%, compared to $28.6 million for the three months ended
March 31, 2000. The increases in net premiums written and net premiums earned were greater than the increase in direct premiums written due to the cancellation of
a quota share agreement whereby 40% of our homeowners business was ceded to a reinsurance company in 2000. In 2001, we are now retaining this homeowners business.

Our
combined ratio was 96.6% for three months ended March 31, 2001, compared to 94.3% for the three months ended March 31, 2000. Overall, our net loss ratio for the
three months ended March 31, 2001 was 65.8% compared to 62.9% for the three months ended March 31, 2000.

Net
loss ratios for the personal automobile and homeowners products were as follows:

For
the Three Months Ended March 31:

2001

2000Personal auto liability

49.6
%
59.5
%Personal auto physical damage

71.9
%
65.4
%Total personal auto

64.5
%
63.5
%Homeowners

76.7
%
54.4
%Overall loss ratio

65.8
%
62.9
%


10

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The
increases in net loss ratio and combined ratio for the first quarter of 2001 were due to the harsher winter in Michigan during first quarter of 2001 that resulted in increased
auto and home claims compared to the same period in 2000.

Policy
acquisition and underwriting expenses were $7.5 million for the three months ended March 31, 2001, compared to $6.9 million for the same period in 2000.
The underwriting expenses ratio remained relatively constant at 23.9% for the first quarter of 2001 compared to 24.0% for the first quarter of 2000.

Net
investment income, excluding realized investment losses, was $2.9 million for the three months ended March 31, 2001, compared to $2.5 million for the three
months ended March 31, 2000. This increase in investment income was due to increases in invested assets and positive cash flow from operations. Consistent with 2000, investment income for the
three months ended March 31, 2001 was earned primarily from interest income and not from realized capital gains or losses. The annualized tax equivalent total rate of return, which includes
both income and changes in market value of securities, was 10.90% for the three months ended March 31, 2001 compared to 6.83% for the three months ended March 31, 2000. The increase in
the return for the first quarter of 2001 compared to the same period in 2000 was due to a slowing economy and the resulting bond rally. The weighted average tax equivalent book yield of the fixed
maturity portfolio was 7.08% for the three months ended March 31, 2001 compared to 6.97% for the same period in 2000.

Liquidity and Capital Resources

Our primary sources of cash are from premiums, investment income and proceeds from maturities of portfolio investments. The principal uses of cash are for
payments of claims, commissions, taxes, operating expenses and purchases of investments. Cash flow and liquidity are managed in order to meet anticipated short-term payment obligations,
and to maximize opportunities to earn interest on those funds not immediately required.

Cash
provided by operations for the three months ended March 31, 2001 was $3.3 million compared to $5.6 million for the three months ended March 31, 2000.
The $2.3 million decrease was due to substantially higher loss payments from increased auto and home claims incurred in the first quarter of 2001 compared to the same period in 2000. The net
decrease in cash overall was $5.9 million for the three months ended March 31, 2001 compared to a net decrease in cash of $1.5 million for the three months ended March 31,
2000. The $5.9 million decrease in cash reflects a net increase in new investments of $3.3 million provided by operations and $5.9 million in previously uninvested funds.

Effects of New Accounting Pronouncements

The Financial Accounting Standards Board has issued Statement of Financial Accounting Standards, or SFAS, No. 138 "Accounting for Certain Derivative
Instruments and Certain Hedging Activities" which amends SFAS No. 133 "Accounting for Derivative Instruments and Hedging Activities," and is effective for fiscal quarters of all fiscal years
beginning after June 15, 2000 (as amended by SFAS No. 137). SFAS No. 133 requires that all derivative instruments be recorded on the balance sheet at fair value. Changes in the
fair value of derivatives are recorded each period in current earnings or other comprehensive income, depending on whether a derivative is designated as part of a hedge transaction and, if it is, the
type of hedge transaction. SFAS No. 138 addresses a limited number of issues that have caused problems for enterprises applying SFAS No. 133. As the Company does not use derivative
instruments, we adopted SFAS No. 133 and No. 138 and it did not affect the results of operations or financial position of the Company.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss due to adverse changes in market rates and prices. Our primary market risk exposure is to changes in interest rates. The active
management of interest rate risk is essential to our operations.

We
manage market risk through an investment committee consisting of senior officers of the Company, consultants and a professional investment advisor. The committee periodically
measures the impact that an instantaneous rise in interest rates would have on the fair value of securities. The committee also measures the duration, or interest rate sensitivity, of a fixed income
security or portfolio. Our investment policy limits the duration of our portfolio to a maximum of 300% of the duration of our liabilities.

We
are vulnerable to interest rate risk because, like other insurance companies, we invest primarily in fixed maturity securities, which are interest-sensitive assets. We do not
invest in fixed maturity securities for trading purposes. Mortgage-backed securities, which make up approximately 20% of our investment portfolio, are particularly susceptible to interest rate
changes. We invest primarily in classes of mortgage-backed securities that are less subject to prepayment risk and, as a result, somewhat less susceptible to interest rate risk than other
mortgage-backed securities.

Our
fixed maturity investment portfolio was valued at $174.4 million at March 31, 2001 and had a duration of 3.84 years. The following table shows the effects of
a change in interest rate on the fair value and duration of our portfolio. We have assumed an immediate increase or decrease of 1% or 2% in interest rate. You should not consider this assumption or
the values shown in the table to be a prediction of actual future results.

|Change in Rates |  | Portfolio
Value |         | Change
in Value |   | Modified
Duration
|--------------- |  | --------------- | ------- | --------------- | - | -----------------
|
|+2%             |  | $               | 160,346 |                 | $ | (14,040          
|+1%             |  | $               | 167,319 |                 | $ | (7,067           
|0%              |  | $               | 174,386 |                 |   |                  
|-1%             |  | $               | 180,958 |                 | $ | 6,572            
|-2%             |  | $               | 187,652 |                 | $ | 12,966           

The
other financial instruments, which include cash, premiums due from reinsurers and accrued investment income, do not produce a significant difference in fair value when included in
the market risk analysis due to their short-term nature. The payable related to acquisition is not significantly affected by market risk as the discount rate for early extinguishment is
fixed.

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PART II. OTHER INFORMATION

SIGNATURES

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.

|      |  |              |  | MEEMIC HOLDINGS, INC.                                                                                                                         
|----- |  | ------------ |  | ----------------------------------------------------------------------------------------------------------------------------------------------
|DATE: |  | May 11, 2001 |  | /s/CHRISTINE C. SCHMITTChristine C. Schmitt Treasurer and Chief Financial Officer
(as Chief Financial Officer
and on behalf of the registrant)

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