SECURITIES AND EXCHANGE
COMMISSION Washington D.C. 20549

FORM 10-QSB/A

| | [X] | QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
          1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------

OR

| | [   ] | TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
              EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD______ to ______
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------

Commission file Number
0-2347

UNIVERSAL LIFE HOLDING
CORPORATION(Exact name of small business issuer as specified in its charter)

|Illinois                                                        | 37-0859747                             
|--------------------------------------------------------------- | ---------------------------------------
|(State or other jurisdiction of 
incorporation or organization) | (I.R.S. Employer
Identification Number)

P.O. Box 340, Olney, Maryland 20830
               (Address of principal executive offices) (Zip Code)(301) 774-6913
                           (Issuer's telephone number)

Indicate by check whether the issuer (1)
filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [   ]

(Applicable only to corporate issuers) State
the number of shares outstanding of each of the issuer's classes of common equity, as of the latest
practical date.

Number of shares of Common Stock
outstanding as of September 30, 2004:Class A Common Stock - 2,354,047

Transitional Small Business Format
(Check one):Yes [   ]    No [X]

PART I FINANCIAL INFORMATION

Item 1. Financial Statements

Financial statements for the quarterly period ended September 30, 2004 are
included as Appendix A hereto.

Item 2. Management's Plan of Operation

CAUTIONARY STATEMENT IDENTIFYING
IMPORTANT FACTORSTHAT COULD CAUSE THE COMPANY'S ACTUAL RESULTS TO
            DIFFER FROM THOSE PROJECTED IN FORWARD LOOKING STATEMENTS

In connection with the "safe harbor" provisions of the Private Securities
Litigation Reform Act of 1995, readers of this document and any document
incorporated by reference herein, are advised that this document and documents
incorporated by reference into this document contain both statements of
historical facts and forward looking statements. Forward looking statements are
subject to certain risks and uncertainties, which could cause actual results to
differ materially for those indicated by the forward looking statements.
Examples of forward looking statements include, but are not limited to (i)
projections of revenues, income or loss, earning or loss per share, capital
expenditures, dividends, capital structure and other financial items, (ii)
statements of the plans and objectives of Universal Life Holding Corporation
(the "Company") or its management or Board of Directors, including the
introduction of new products, or estimates or predictions of actions by
customers, suppliers, competitors or regulatory authorities, (iii) statements of
future economic performance, and (iv) statements of assumptions underlying other
statements and statements about the Company or its business.

This document and any documents incorporated by reference herein also
identify important factors which could cause actual results to differ materially
from those indicated by forward looking statements. These risks and
uncertainties include price competition, the decisions of customers, the actions
of competitors, the effects of government regulation, possible delays in the
introduction of new products and services, customer acceptance of products and
services, the Company's ability to secure debt and/or equity financing on
reasonable terms, and other factors which are described herein and/or in
documents incorporated by reference herein.

The cautionary statements made pursuant to the Private Litigation
Securities Reform Act of 1995 above and elsewhere by the Company should not be
construed as exhaustive or as any admission regarding the adequacy of
disclosures made by the Company prior to the effective date of such Act. Forward
looking statements are beyond the ability of the Company to control and in many
cases the Company cannot predict what factors would cause results to differ
materially from those indicated by the forward looking statements.

The
Company was not, as of September 30, 2004 or as of the date of the
filing of this report, an operating business. For a discussion of the previous
operating businesses of the Company, the reader is referred to the Company's
previously filed Form 10-K for the period ended December 31, 1994 and Form 10-Q
for the period ended September 30, 1995.

The Company plans to reorganize the Company through a merger or other
acquisition involving a private operating company. The Company is actively
seeking candidates for such a merger or other acquisition. In the meantime, the
Company plans to continue to maintain its corporate formalities and regulatory
compliance with state and federal agencies, with the minimum funding necessary
to do so to be made available from principals and/or shareholders of the Company
or third parties.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

There are no legal proceedings pending against the Company.

Item 2. Changes in Securities and Use of Proceeds

There were no events to report under this item during the quarterly period
ended September 30, 2004.

Item 3. Defaults Upon Senior Securities

There were not defaults upon senior securities during the quarterly period
ended September 30, 2004.

Item 4. Submission of Matters to a Vote of Security Holders

There were no matters submitted to a vote of security holders during the
quarterly period ended September 30, 2004.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

ExhibitNumber               Description
 31                    
    Certification
 32                    
    Certification

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Company and in
the capacities and on the date indicated.

|                                                                                                                                 |                                                                                                                                                                                                                                  
|-------------------------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date: November 15, 2004 
                   
                   
                   
                   
Date: November 15, 2004 | By:  /s/ Frederic S. Richardson
         Frederic Richardson,
         President and Director
         (Principal Financial and
         Accounting Officer)By:  /s/ Max Apple
         Max Apple
         Secretary and Director

APPENDIX A Unaudited Financial
Statements

UNIVERSAL LIFE HOLDING
CORPORATION BALANCE SHEET September 30, 2004

|                                                   | 
|-------------------------------------------------- | 
|TOTAL ASSETS                                       | 
|                                                   | 
|LIABILITIES AND STOCKHOLDERS' DEFICIT              | 
|LIABILITIES                                        | 
|Accounts payable                                   | 
|Accrued expenses - related party                   | 
|                                                   | 
|Total Liabilities                                  | 
|                                                   | 
|STOCKHOLDERS' DEFICIT                              | 
|Common stock                                       | 
|Class A, no par value, 6,000,000 shares            | 
|authorized, 2,354,047 shares issued or outstanding | 
|Class B, no par value, 6,000,000 shares            | 
|authorized, none issued and outstanding            | 
|Paid in capital                                    | 
|Accumulated deficit                                | 
|                                                   | 
|Total Stockholders Deficit                         | 
|                                                   | 
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT         | 
|                                                   | 

A-1

UNIVERSAL LIFE HOLDING CORPORATION STATEMENTS OF EXPENSES Three and Nine Months
Ended September 30, 2004 and 2003

|                         | Three Months | Nine Months |   |          
|------------------------ | ------------ | ----------- | - | ---------
|
|General & Administrative |              |             | $ | 46,400   
|                         |              |             |   |          
|NET LOSS                 |              |             | $ | (46,400  
|                         |              |             |   |          
|Basic and diluted        |              |            
|per share                |              |             | $ | (.02     
|Weighted average common  |              |            
|shares outstanding       |              |             |   | 2,354,047

A-2

UNIVERSAL
LIFE HOLDING CORPORATIONSTATEMENTS OF CASH FLOWS Nine Months Ended
September 30, 2004 and 2003

|                                         | 2004 | 2003
|---------------------------------------- | ---- | ----
|CASH FLOWS FROM OPERATING ACTIVITIES     |      |     
|Net loss                                 |      |     
|Adjustments to reconcile net loss to net |      |     
|cash used in operating activities:       |      |     
|Changes in:                              |      |     
|Accounts payable                         |      |     
|Accrued expenses                         |      |     
|                                         |      |     
|NET CASH USED IN OPERATING ACTIVITIES    |      |     
|                                         |      |     
|CASH FLOWS FROM FINANCING ACTIVITIES     |      |     
|Expenses paid by shareholder contributed |      |     
|to capital                               |      |     
|                                         |      |     
|NET CHANGE IN CASH                       |      |     
|CASH BALANCES                            |      |     
|-Beginning of period                     |      |     
|                                         |      |     
|-End of period                           |      |     
|                                         |      |     

A-3

UNIVERSAL LIFE HOLDING
CORPORATION NOTES TO FINANCIAL
STATEMENTS

NOTE 1  SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

The accompanying unaudited interim
financial statements of Universal Life Holding Corporation (Universal Life)
have been prepared in accordance with accounting principles generally accepted in the
United States of America and the rules of the Securities and Exchange Commission
(SEC), and should be read in conjunction with the audited financial statements
and notes thereto contained in Universal Lifes Annual Report filed with the SEC on
Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring
adjustments, necessary for a fair presentation of financial position and the results of
operations for the interim periods presented have been reflected herein. The results of
operations for interim periods are not necessarily indicative of the results to be
expected for the full year. Notes to the financial statements which would substantially
duplicate the disclosure contained in the audited financial statements for 2003 as
reported in the 10-KSB have been omitted.

NOTE 2  SUBSEQUENT
EVENTS

On November 3, 2004 an agreement was
signed between Frederic Richardson, majority shareholder, and David Weinreb. The agreement
states Mr. Richardson agrees to sell a total of 5,155,000 (1.4 million shares belonging to Mr. Richardson and the balance
3,755,500 authorized but unissued) class A shares of Universal Life
Holding Corporation and to pay off all Universal Life liabilities, to Mr. Weinreb in
exchange for an investment in the Company of $760,000 cash. In addition, Mr. Weinreb will contribute 2,613,485 shares of
Gasco Energy Inc. for 2,000,000 newly-authorized and issued preferred shares.

A-4