================================================================================

                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                              --------------------
                                   FORM 10-QSB
                              --------------------

[X}             QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                    FOR THE QUARTER ENDED SEPTEMBER 30, 1999

                                       OR

[ ]             TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                        COMMISSION FILE NUMBER 005-55641

                         UNITED FINANCIAL HOLDINGS, INC.
                 (Name of Small Business Issuer in its Charter)

            FLORIDA                                           59-2156002
(State or Other Jurisdiction of                              (IRS Employer
Incorporation or Organization)                             Identification No.)

                        333 THIRD AVENUE NORTH, SUITE 200
                       ST. PETERSBURG, FLORIDA 33701-3346
                    (Address of Principal Executive Offices)

                                 (727) 898-2265
                (Issuer's Telephone Number, Including Area Code)

Check whether the issuer:  (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934 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 ___

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common equity, as of the latest practicable date:
================================================================================
Common Stock, $0.01 Par value                        4,192,771
-----------------------------         ------------------------------------------
       Class                          Outstanding  as of  November 10, 1999
================================================================================








<PAGE>

                                 UNITED FINANCIAL HOLDINGS, INC.

                                              INDEX

                                                                         PAGE
PART I.  FINANCIAL INFORMATION

    ITEM 1.   Financial Statements (unaudited)

        Condensed Consolidated Balance Sheets -
        At September 30, 1999 and December 31, 1998                       1

        Condensed Consolidated Statements of Earnings -
        For the three months and nine months ended
        September 30, 1999 and 1998                                       2

        Condensed Consolidated Statements of Comprehensive Income -
        For the three months and nine months ended
        September 30, 1999 and 1998                                       3

        Condensed Consolidated Statement of Stockholders' Equity -
        For the nine months ended September 30, 1999                      4

        Condensed Consolidated Statements of Cash Flows -
        For the nine months ended September 30, 1999 and 1998           5-6

        Notes to Condensed Consolidated Financial Statements            7-10

    ITEM 2.   Management's Discussion and Analysis of Financial

              Condition and Results of Operations                      10-18

PART II.  OTHER INFORMATION

    ITEM 1.   Legal Proceedings                                           18

    ITEM 2.   Changes in Securities and Use of Proceeds                   19

    ITEM 3.   Defaults Upon Senior Securities                             19

    ITEM 4.   Submission of Matters to a Vote of Shareholders             20

    ITEM 5.   Other Information                                           20

    ITEM 6.   Exhibits and Reports on Form 8-K                            20


SIGNATURES                                                                21










<PAGE>
PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
                United Financial Holdings, Inc. and Subsidiaries
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
                                 (in thousands)
                                                    September 30,  December 31,
   ASSETS                                              1999           1998
                                                    -------------  ------------
 Cash and due from banks                              $   8,053      $   7,967
 Federal funds sold                                       5,707          4,011
 Trading securities                                         187            157
 Securities held to maturity, market value
     of $14,506 and $11,437 respectively                 14,778         11,206
 Securities available for sale, at market                10,204         14,527
 Loans, net                                             145,040        116,546
 Premises and equipment, net                              9,769          9,275
 Federal Home Loan Bank stock                               507            433
 Federal Reserve Bank stock                                 204            159
 Intangible assets                                        1,772          1,451
 Other real estate owned                                  1,620          1,015
 Other assets                                             5,413          5,155
                                                       --------       --------
       Total assets                                   $ 203,254      $ 171,902
                                                       ========       ========

    LIABILITIES AND STOCKHOLDERS' EQUITY
 Deposits
   Demand                                             $  36,124      $  27,742
   NOW and money market                                  64,556         48,550
   Savings & Time Deposits                               70,873         62,803
                                                       --------       --------
       Total deposits                                   171,553        139,095

 Securities sold under agreements to repurchase           5,851          8,796
 Convertible subordinated debentures                        630            630
 Long-term debt                                               -             34
 Other liabilities                                        2,096          2,576
                                                      ---------      --------
       Total liabilities                                180,130        151,131

 Company-obligated Mandatory Redeemable Capital Securities of Subsidiary
   Trust Holding Solely Subordinated Debentures
   Of The Company                                         6,750          6,000

 STOCKHOLDERS' EQUITY
   7% convertible preferred stock                           100            209
   Common stock                                              42             40
   Paid-in capital                                        9,673          9,192
   Common stock subscription receivable                       -           (393)
   Accumulated other comprehensive income                   (96)            141
   Retained earnings                                      6,655          5,582
                                                       --------       --------
       Total stockholders' equity                        16,374         14,771
                                                       --------       --------
       Total liabilities and stockholders' equity     $ 203,254      $ 171,902
                                                      =========      =========
     See accompanying notes to condensed consolidated financial statements.
                                        1
<PAGE>
                United Financial Holdings, Inc. and Subsidiaries
                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                   (unaudited)
                      (in thousands, except per share data)
                                 Three Months Ended         Nine Months Ended
                                Sept. 30    Sept. 30      Sept. 30    Sept. 30
                                   1999       1998          1999        1998
                                --------    --------      --------    --------
 Interest income
   Loans and loan fees          $  3,293    $  2,682      $  9,167    $  7,553
   Securities                        431         491         1,292       1,302
   Federal funds sold and securities
     purchased under reverse repurchase
     agreements                       70         145           204         470
                                --------    --------      --------    --------
       Total interest income       3,794       3,318        10,663       9,325
 Interest expense
   Deposits                        1,245       1,310         3,567       3,665
   Long-term debt and
      other borrowings                57         100           182         269
   Subordinated debentures issued to
     subsidiary trust                158           -           474           -
                                --------    --------      --------    --------
       Total interest expense      1,460       1,410         4,223       3,934
                                --------    --------      --------    --------
       Net interest income         2,334       1,908         6,440       5,391
 Provision for loan losses           205          90           610         340
                                --------    --------      --------    --------
       Net interest income after
        provision for loan losses  2,129       1,818         5,830       5,051
 Other income
   Service charges on
     deposit accounts                210         182           584         529
   Trust and investment management
     income                        1,089         617         2,450       1,755
   Gain on Sale of Loans              40          61           290         191
   All other fees and income         156         241           502         614
                                --------    --------      --------    --------
       Total other income          1,495       1,101         3,826       3,089
Other expense
  Salaries and employee benefits   1,535       1,168         4,098       3,430
  Occupancy expense                  128         128           388         419
  Furniture and equipment expense    140         127           438         382
  Data Processing                    132         110           371         331
  Marketing and business development 156         194           287         260
  Other operating expenses           552         329         1,601       1,157
                                --------    --------      --------    --------
                                   2,643       2,056         7,183       5,979
                                --------    --------      --------    --------
      Earnings before income taxes   981         863         2,473       2,161
Income tax expense                   343         274           892         786
                                --------    --------      --------    --------
      NET EARNINGS              $    638    $    589      $  1,581    $  1,375
                                ========    ========      ========    ========
Earnings Per Share:
  Basic                         $    .15    $    .17      $    .38    $    .39
  Diluted                       $    .15    $    .15      $    .37    $    .36
     See accompanying notes to condensed consolidated financial statements.
                                        2
<PAGE>
                United Financial Holdings, Inc. and Subsidiaries
            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (unaudited)
                                 (in thousands)
                                 Three Months Ended         Nine Months Ended
                                Sept. 30    Sept. 30      Sept. 30    Sept. 30
                                   1999       1998          1999        1998
                                --------    --------      --------    --------
Net earnings                    $    638    $    589      $  1,581    $  1,375
Other comprehensive income
  Unrealized holding gains
   (losses)                          (27)        180          (359)        205
  Income tax (expense) benefit
   related to items of other
   comprehensive income                9         (61)          122         (70)
                                --------    --------      --------    --------

Comprehensive income            $    620    $    708      $  1,344    $  1,510
                                ========    ========      ========    ========






































     See accompanying notes to condensed consolidated financial statements.
                                        3
<PAGE>
                United Financial Holdings, Inc. and Subsidiaries
            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                   (unaudited)
                                 (in thousands)

                                                         7%
                                                     Convertible
                                             Common     Preferred    Paid-In
                                             Stock      Stock        Capital
                                           --------  ---------       ----------
Balance at December 31, 1998               $     40  $     209       $    9,192
Net Earnings                                      -          -                -
Dividends on Common & Preferred Stock             -          -                -
IPO subscriptions & costs                         -          -              (25)
Accumulated other comprehensive income            -          -                -
Performance Shares Issued                         1          -              398
Conversion of 7% Preferred to Common Stock        1       (109)             108
                                           --------   --------       ----------

Balance at September 30, 1999              $     42   $    100       $    9,673
                                           ========   ========       ==========


                                  Accumulated
                                    Other          Stock
                                Comprehensive   Subscription  Retained
                                   Income        Receivable   Earnings   Total
                                -------------   ------------  --------  --------
Balance at December 31, 1998    $         141   $       (393) $  5,582  $14,771
Net Earnings                                -              -     1,581    1,581
Dividends on Common & Preferred
 Stock                                      -              -      (508)    (508)
IPO subscriptions & costs                   -            393         -      368
Accumulated other
  comprehensive income                   (237)             -         -     (237)
Performance Shares
  Issued                                    -              -         -      399
Conversion of 7%
  Preferred to Common
  Stock                                     -              -         -        -
                                -------------   ------------  --------  --------

Balance at September 30, 1999   $         (96)  $          -  $  6,655  $16,374
                                =============   ============  ========  =======













     See accompanying notes to condensed consolidated financial statements.
                                        4
<PAGE>
                United Financial Holdings, Inc. and Subsidiaries
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
                                 (in thousands)
                                   (continued)

                                                         Nine Months Ended
                                                      Sept. 30,      Sept. 30,
                                                       1999            1998
                                                      ---------      ---------
Cash flows from operating activities:
   Net earnings                                       $   1,581      $   1,375
   Adjustments to reconcile net earnings to net
    cash provided by (used in) operating activities

      Provision for loan losses                             610            340
      Provision for depreciation and amortization           581            492
      Unrealized gain on trading securities                 (32)           (79)
      Gain on sale of held to maturity security               -            (78)
      Accretion of securities discount                      (21)           (50)
      Amortization of unearned loan fees                   (100)           (46)
      Amortization of securities premiums                    14             18
      Gain on sales of loans                               (491)          (291)
      (Increase) decrease in interest receivable            (44)            26
      Increase (decrease) in interest payable                22            (16)
      Increase in other assets                           (1,199)          (628)
      Decrease in other liabilities                        (502)          (191)
                                                      ---------      ---------

        Net cash provided by operating activities           419            872

Cash flows from investing activities:
   Purchase of Federal Reserve Bank stock and FHLB stock   (118)           (73)
   Net (increase) decrease in Federal funds sold         (1,696)         7,196
   Principal repayments of held to maturity securities    1,265            225
     Proceeds from sale of held to maturity security          -            111
   Principal repayments of available for sale securities  2,017            791
   Proceeds from maturities of available for
     sale securities                                      4,000          2,001
   Proceeds from maturities of held to
     maturity securities                                    130          3,026
   Purchases of available for sale securities            (4,991)        (6,104)
   Purchases of held to maturity securities              (1,899)        (7,155)
   Proceeds from sales of loans                           5,180          2,427
   Net (increase) in loans                              (33,695)       (15,738)
   Capital expenditures                                  (1,015)          (106)
                                                      ---------      ---------

         Net cash used in investing activities          (30,822)       (13,399)








     See accompanying notes to condensed consolidated financial statements.
                                        5
<PAGE>
                United Financial Holdings, Inc. and Subsidiaries
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                                   (unaudited)
                                 (in thousands)
                                  (Continued)
                                                         Nine Months Ended
                                                      Sept. 30,      Sept. 30,
                                                       1999            1998
                                                      ---------      ---------
Cash flows from financing activities:
  Net increase in demand deposits, NOW accounts,
    money market accounts and savings accounts        $  24,674      $  10,346
  Net increase (decrease) in certificates of deposit      7,783         (3,955)
  Net (decrease) increase in securities sold under       (2,945)         3,473
    agreements to repurchase
  Repayment of long-term debt                               (34)            (1)
  Issuance of Company-obligated mandatory redeemable
    capital securities of subsidiary trust holding solely

    subordinated debentures of the Company                  750              -
  Issuance of common stock                                  767            400
  Dividend paid on preferred stock                          (10)           (15)
  Dividend paid on common stock                            (496)          (374)
                                                      ---------      ---------

        Net cash provided by financing activities        30,489          9,874
                                                      ---------      ---------

Net increase in cash and due from banks                      86         (2,653)

Cash and due from banks at beginning of period            7,967          7,337
                                                      ---------      ---------

Cash and due from banks at end of period              $   8,053      $   4,684
                                                      =========      =========

Cash paid during the period for:
  Interest                                            $   4,201      $   3,950
  Income taxes                                        $     876      $     736

Supplemental Disclosure of Non-cash Activity

Reclassification of loans to foreclosed real estate   $   1,038      $     283
Non-cash common stock issued                          $     399      $     116













     See accompanying notes to condensed consolidated financial statements.
                                        6
<PAGE>
UNITED FINANCIAL HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - HOLDING COMPANY AND SUBSIDIARIES BACKGROUND INFORMATION

United  Financial  Holdings,  Inc. (the  "Company") is a registered bank holding
company  formed  in 1982,  the  principal  subsidiary  of which is  United  Bank
("Bank"),  a Florida-chartered  commercial bank headquartered in St. Petersburg,
Florida. The Bank was founded in 1979 and is a community-oriented,  full service
commercial  bank with five branch offices  serving the southern  Pinellas County
area of the State of Florida.

The Company's other operating  subsidiaries are Eickhoff,  Pieper, & Willoughby,
Inc., an investment  advisory firm registered under the Investment  Advisers Act
of 1940 ("EPW") headquartered in Tampa, Florida, with an office in Jacksonville,
Florida,  and United Trust Company, a  Florida-chartered  trust company ("United
Trust") located in St.  Petersburg,  Florida.  EPW offers investment  management
services  to  corporate,   municipal  and  high  net  worth  individual  clients
throughout  the State of Florida.  United Trust is a wholesale  provider of data
processing,  administrative and accounting support and asset custody services to
professionals holding assets in trust (primarily legal and accounting firms). In
addition,  United Trust also  provides  retail trust and  investment  management
services to individual and corporate clients.

NOTE 2 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information. In the opinion of management, all adjustments, consisting
primarily of normal recurring adjustments,  necessary for a fair presentation of
the results for the interim  periods  have been made to fairly state the results
for the interim periods.  The results of operations of the three and nine months
ended September 30, 1999 are not necessarily  indicative of the results expected
for the full year.

The organization and business of the Company,  accounting  policies  followed by
the Company and other  information  are contained in the Company's  December 31,
1998 Form 10-KSB.  This quarterly report should be read in conjunction with such
annual report.

NOTE 3 - EARNINGS PER SHARE

Basic earnings per share are based on the weighted  average number common shares
outstanding during the periods. Diluted earnings per share includes the weighted
average number of common shares  outstanding  during the periods and the further
dilution from stock options using the treasury stock method.  The following is a
reconciliation  of the  numerators  and  denominators  of the basic and  diluted
earnings per share computations for the periods presented (dollars in thousands,
except per share data).








                                        7
<PAGE>
                                   For the three months ended September 30,
                                                     1999
                                                       Weighted        Per
                                                       Average         Share
                                       Earnings        Shares          Amount
                                   --------------    -------------  ------------
Basic EPS
  Net earnings available to
   Common Stockholders             $          635     4,165,619     $       .15
                                                                    ===========

Effect of dilutive securities
   Incremental shares from assumed
   exercise or conversion of:
      Convertible Debt                          8       152,789
      Preferred Stock                           3        84,345
      Stock Options                             -             -
                                   --------------    -------------  ------------

Diluted EPS
  Net earnings available to Common
   Stockholders and assumed
   conversions                    $           646     4,402,753     $       .15
                                   ==============    =============  ============



                                   For the three months ended September 30,
                                                     1998
                                                       Weighted        Per
                                                       Average         Share
                                       Earnings        Shares          Amount
                                   --------------    -------------  ------------
Basic EPS
  Net earnings available to
   Common Stockholders             $          582     3,513,858     $       .17
                                   ==============    =============  ============

Effect of dilutive securities
   Incremental shares from assumed
   exercise or conversion of:
      Convertible Debt                          8       152,789
      Preferred Stock                           7       175,860
      Stock Options                             -        23,259
                                   --------------    -------------  ------------

Diluted EPS
  Net earnings available to
  Common Stockholders and assumed
   conversions                     $          597      3,865,766    $       .15
                                   ==============    =============  ============







                                       8
<PAGE>
                                   For the nine months ended September 30,
                                                     1999
                                                       Weighted        Per
                                                       Average         Share
                                       Earnings        Shares          Amount
                                   --------------    -------------  ------------
Basic EPS
  Net earnings available to
   Common Stockholders             $        1,570       4,093,108   $       .38
                                   ==============                   ============

Effect of dilutive securities
   Incremental shares from assumed
   exercise or conversion of:
      Convertible Debt                         23         152,789
      Preferred Stock                          11         144,685
      Stock Options                             -               -
                                   --------------    -------------

Diluted EPS
  Net earnings available to
  Common Stockholders and assumed
  conversions                      $        1,604       4,390,582   $       .37
                                   ==============    ============   ===========


                                   For the nine months ended September 30,
                                                     1998
                                                       Weighted        Per
                                                       Average         Share
                                       Earnings        Shares          Amount
                                   --------------    -------------  ------------
Basic EPS
  Net earnings available to
   Common Stockholders             $        1,359       3,492,702   $       .39
                                   ==============                   ===========

Effect of dilutive securities
   Incremental shares from assumed
   exercise or conversion of:
      Convertible Debt                         24         152,789
      Preferred Stock                          15         188,759
      Stock Options                             -          11,694
                                   --------------    -------------

Diluted EPS
  Net earnings available to
  Common Stockholders and assumed
  conversions                      $        1,398        3,845,944   $      .36
                                   ==============    ==============  ===========








                                       9
<PAGE>
NOTE 4 - CAPITAL

In December  1998, the Company issued and sold 450,000 shares of common stock at
$7.25 per share and, through a statutory business trust created and wholly owned
by the Company,  issued  $6,000,000  of 9.40% Trust  Preferred  Securities  (the
"Trust Preferred  Securities") in an underwritten  public  offering.  In January
1999,  the  Company  issued an  additional  57,705  shares  of common  stock and
$749,600 of additional Trust Preferred  Securities pursuant to the underwriter's
exercise of its over-allotment option.

NOTE 5 - COMPREHENSIVE INCOME

Under  Statement  of  Financial   Accounting   Standards  No.  130,   "Reporting
Comprehensive  Income",  certain  transactions  and other  economic  events that
bypass the income statement must be displayed as other comprehensive income. The
Company's comprehensive income consists of net earnings and unrealized gains and
losses on securities available-for-sale, net of income taxes.

ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS

     This  report   contains   statements   that   constitute   "forward-looking
statements"  within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The
words  "believe,"  "estimate,"  "expect,"  "intend,"  "anticipate,"  "plan"  and
similar   expressions   and  variations   thereof   identify   certain  of  such
forward-looking  statements  which speak only as of the dates on which they were
made.  The Company  undertakes no  obligation  to publicly  update or revise any
forward-looking  statements,  whether  as a result  of new  information,  future
events,  or  otherwise.  Readers  are  cautioned  that any such  forward-looking
statements  are not  guarantees  of future  performance  and  involve  risks and
uncertainties,  and  that  actual  results  may  differ  materially  from  those
indicated in the forward-looking statements as a result of various factors. Such
factors  include,   but  are  not  limited  to  competition,   general  economic
conditions,  potential  changes in interest  rates,  and changes in the value of
real estate securing loans made by the Company,  some of which have been or will
be  identified  from  time to time  in the  Company's  reports  filed  with  the
Securities  and Exchange  Commission.  Additional  discussion  of these  factors
effecting  the  Company's  business and  prospects is contained in the Company's
filings with the Securities and Exchange  Commission.  Readers are cautioned not
to place undue  reliance on any  forward-looking  statements  contained  herein,
which speak only as of the date hereof.  The Company undertakes no obligation to
publicly update or revise such forward-looking statements.

COMPARISON OF BALANCE SHEETS AT SEPTEMBER 30, 1999 AND DECEMBER 31, 1998

Overview

     Total  assets of the Company  were $203.3  million at  September  30, 1999,
compared to $171.9 million at December 31, 1998, an increase of $31.4 million or
18.3%.  This increase was primarily the result of the Company's  internal growth
of earning assets (primarily loans) funded by an increase in deposits.






                                      10
<PAGE>
Investment Securities

     Investment  securities,  consisting  of U.S.  Treasury  and federal  agency
securities,  obligations of state and political subdivisions and mortgage-backed
and  corporate  debt  securities,  were $25.0  million at  September  30,  1999,
compared to $25.7  million at December  31,  1998, a decrease of $0.7 million or
2.8%.  Included in  investment  securities  at September  30,  1999,  were $10.2
million  of  securities  held as  "available  for sale" to provide  the  Company
greater  flexibility to respond to changes in interest rates.  These  securities
have been recorded at market value.

Loans

     Total loans were $148.1  million at September 30, 1999,  compared to $119.2
million at December 31,  1998,  an increase of $28.9  million or 24.3%.  For the
same period,  real estate  mortgage  loans  increased by $23.3 million or 29.8%,
commercial  loans  increased  by $6.1  million  or 17.5%,  and all  other  loans
including  consumer  loans  decreased  by $.4  million  or  7.2%.  Loans  net of
allowance for loan loss were $145.0  million at September 30, 1999,  compared to
$116.5 million at December 31, 1998.

     The following table sets forth information concerning the loan portfolio by
collateral types as of the dates indicated (dollars in thousands):

                                         September 30, 1999   December 31, 1998

Real estate mortgage loans:

  Commercial real estate                 $    75,335          $    60,693
  One-to-four family residential               6,739                7,075
  Multifamily residential                     14,610                6,673
  Construction and land development            4,610                3,572
                                         -----------          -----------
     Total real estate mortgage loans        101,294               78,013

Commercial loans                              41,025               34,904
Consumer loans                                 4,945                4,438
Other loans                                      849                1,803
                                         -----------          -----------
  Gross loans                                148,113              119,158
Allowances for loan losses                    (2,181)              (1,984)
Unearned fees                                   (892)                (628)
                                         -----------          -----------
     Total loans net of allowance
       and unearned fees                 $   145,040          $   116,546
                                         ===========          ===========

Asset Quality and Allowance for Loan Losses

     The allowance for loan losses represents management's estimate of an amount
adequate to provide for potential losses within the existing loan portfolio. The
allowance  is  based  upon  an  ongoing  quarterly  assessment  of the  probable
estimated losses inherent in the loan portfolio,  and to a lesser extent, unused
commitments to provide financing.




                                      11
<PAGE>
     The  methodologies  for  assessing  the  appropriateness  of the  allowance
consists  of  several  key  elements,  that  include:  1) a risk  rating  of the
portfolio;  2) a review of the underlying  collateral on specific loans;  and 3)
historical  loan losses.  The risk rating is calculated by applying loss factors
to outstanding loans and unused commitments,  in each case based on the internal
risk  grade of those  loans.  Changes  in risk  grades  of both  performing  and
non-performing  loans affect the amount of the formula allowance.  On the larger
criticized  or  classified  credits,  a review is  conducted  of the  underlying
collateral  which secures each credit. A worse case scenario review is conducted
on  those  loans to  calculate  the  amount,  if any,  of  potential  loss.  The
historical  loan loss method is a review of the last six years of actual losses.
The  historical  loss  percentage  is  calculated  and  applied  to the  current
outstanding loans in total.

     Various   conditions  which  would  affect  the  loan  portfolio  are  also
evaluated.  General  economic and business  conditions that affect the portfolio
are reviewed  including:  1) credit quality trends  including trends in past due
and non-performing  loans; 2) collateral values in general;  3) loan volumes and
concentration;   4)  recent  loss  experience  in  particular  segments  of  the
portfolio;  5) duration  and  strength of the current  business  cycle;  6) bank
regulatory  examination  results;  and 7) findings of the  external  loan review
process.  Senior  management  and the Directors'  General Loan Committee  review
these  conditions  quarterly.  If any of  these  conditions  is  present  and an
analysis indicates it might affect the loan portfolio  generally,  an additional
allocation may be recommended.


     The following table sets forth  information  concerning the activity in the
allowance for loan losses during the periods indicated (dollars in thousands):

                                              For the nine months ended
                                         September 30, 1999  September 30, 1998

Allowance at beginning of period         $      1,984        $      1,647
Charge-offs:
  Real estate loans                               144                   -
  Commercial loans                                269                 153
  Consumer loans                                   25                  16
                                         ------------        ------------
     Total charge-offs                            438                 169
Recoveries:
  Real estate loans                                 -                   -
  Commercial loans                                 25                   8
  Consumer loans                                    -                   -
                                         ------------        ------------
     Total recoveries                              25                   8
Net charge-offs                                   413                 161
Provision for loan losses                         610                 340
                                         ------------        ------------
Allowance at end of period               $      2,181        $      1,826
                                         ============        ============







                                      12
<PAGE>
Nonperforming Assets

     Nonperforming  assets  include 1) loans  which are 90 days or more past due
and have been placed into non-accrual status; 2) accruing loans that are 90 days
or more delinquent that are deemed by management to be adequately secured and in
the  process of  collection;  and 3) ORE (i.e.,  real  estate  acquired  through
foreclosure or deed in lieu of  foreclosure).  All delinquent loans are reviewed
on a regular basis and are placed on non-accrual  status when, in the opinion of
management,   the  possibility  of  collecting  additional  interest  is  deemed
insufficient to warrant further accrual. As a matter of policy,  interest is not
accrued on loans past due 90 days or more  unless the loan is both well  secured
and in  process  of  collection.  When a loan is placed in  non-accrual  status,
interest accruals cease and uncollected accrued interest is reversed and charged
against current income.  Additional  interest income on such loans is recognized
only when received.

     The following  table sets forth  information  regarding  the  components of
nonperforming assets at the dates indicated (dollars in thousands):

                                        September 30, 1999   December 31, 1998

Real estate loans                       $      1,556         $      2,820
Commercial loans                                 359                1,181
Consumer loans                                     -                    -
                                        ------------         ------------
   Total non-accrual loans(1)                  1,915                4,001
Other Real Estate                              1,620                1,015
Accruing Loans 90 days past due                  383                  449
                                        ------------         ------------
   Total nonperforming assets           $      3,918         $      5,465
                                        ============         ============
--------------------
(1)  $1,355 of the non-accrual  loans as of September 30, 1999 are being paid on
     a monthly basis on a pre-judgment  stipulation,  and interest and principal
     are being recorded as received on a cash basis.

Bank Premises and Equipment

     Bank  premises and  equipment  totaled $9.8 million at September  30, 1999,
compared to $9.3  million at December  31,  1998,  an increase of $.5 million or
5.4%.  This increase was primarily due to the  acquisition  of a new bank branch
office building and related  equipment,  partially  offset by  depreciation  and
amortization of leasehold improvements.





                                      13
<PAGE>
Deposits

     Total  deposits  were $171.6  million at September  30,  1999,  compared to
$139.1  million at December  31,  1998,  an increase of $32.5  million or 23.4%.
During the nine months ended September 30, 1999, demand deposits  increased $8.4
million,  NOW and money market  deposits  increased  $16.0 million,  and savings
deposits and time deposits increased $8.1 million.

Long-term Debt and Convertible Subordinated Debentures

     There was no long-term debt outstanding (excluding convertible subordinated
debentures)  at  September  30,  1999,  compared to $34 thousand at December 31,
1998, a decrease of $34 thousand.  The decrease was due to the repayment of debt
with an unrelated bank. In addition,  $630 thousand in convertible  subordinated
debentures were outstanding during both periods.

Mandatory Redeemable Capital Securities of Subsidiary Trust

     In December 1998, the Company,  through a statutory  business trust created
and owned by the  Company,  issued  approximately  $6.7  million  (including  an
overallotment of approximately $750 thousand that closed on January 14, 1999) of
Trust Preferred  Securities that will mature on December 10, 2028. The principal
assets of the Trust are Debentures  issued to the Company in an aggregate amount
of $6.96 million, with an interest rate of 9.40% and a maturity date of December
10, 2028.

Stockholders' Equity

     Stockholders'  equity was $16.4  million at September 30, 1999, or 8.07% of
total assets,  compared to $14.8  million,  or 8.61% of total assets at December
31, 1998.  At September  30, 1999,  the Bank's Tier I (core)  Capital  ratio was
7.52%,  its Tier I Risk-based  Capital ratio was 8.75%, and its Total Risk-based
Capital  ratio  was  10.00%.  The  capital  ratios  of the Bank at that date all
exceeded the minimum  regulatory  guidelines for an institution to be considered
"well capitalized". The increase in stockholders' equity was due to year-to-date
1999 net income,  less  dividends  declared  and changes in the market  value of
securities available for sale, net of deferred taxes.

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998

Overview

     Net income for the three months ended  September 30, 1999 was $638 thousand
or $0.15 per share diluted, compared to $589 thousand or $0.15 per share diluted
for the same  period in 1998.  On a pre-tax  basis,  United  Trust  earned  $406
thousand in 1999 versus $53 thousand in 1998,  EPW's pre-tax  operating  profits
(before  deducting  $207 thousand of costs  associated  with the cash payment in
lieu of the  issuance of revenue  shares)  increased  to $82  thousand  from $71
thousand  during this period and the Bank's  pre-tax  profits  increased to $885
thousand from $754 thousand during this same period.

Analysis of Net Interest Income

     Interest  income for the three  months  ended  September  30, 1999 was $3.8
million, compared to $3.3 million for the same period in 1998, a $0.5 million or
15.2% increase. This increase in interest income is primarily due to an increase
in earning assets, consisting mostly of loans. Interest expense was $1.5 million
for the three months ended September 30, 1999,  compared to $1.4 million for the
same period in 1998, a $0.1 million or 7.1% increase. This increase is primarily
due to the interest expense  associated with the issuance of the Trust Preferred
Securities in December 1998.
                                      14






<PAGE>
Provision for Loan Losses

     For the three  months ended  September  30, 1999,  the  provision  for loan
losses  charged to expense was $205  thousand,  compared to $90 thousand for the
same period in 1998, an increase of $115 thousand or 127.8%. The increase in the
provision was primarily due to the level of loans  outstanding and nonperforming
assets.  The allowance of possible loan losses was $2.2 million at September 30,
1999.  Management's judgment as to the adequacy of the allowance is based upon a
number  of  assumptions  about  the  future  events  which  it  believes  to  be
reasonable,  but  which  may or may not be  accurate.  Because  of the  inherent
uncertainty of assumptions made during the evaluation  process,  there can be no
assurance  that loan losses in future  periods will not exceed the allowance for
loan losses or that additional allocations will not be required.

Noninterest Income

     Noninterest  income for the three months ended  September 30, 1999 was $1.5
million  compared to $1.1  million  for the same period in 1998,  an increase of
$0.4 million or 36.4%.  This increase was  primarily  due to increased  revenues
from EPW and United Trust whose combined revenues increased $472 thousand during
this period. Included in this increase was an extraordinary fee of $350 thousand
from a trust  account for services  provided in  conjunction  with the sale of a
closely held company.

Noninterest Expense

     Total noninterest expense for the three months ended September 30, 1999 was
$2.6 million,  compared to $2.1 million for the same period in 1998, an increase
of $0.5  million or 23.8%.  This  increase  was due to  increases  in salary and
benefits  expense of $367  thousand  (which  includes  $207 for the  issuance of
performance  shares related to the acquisition of EPW),  furniture and equipment
expense of $13 thousand,  data  processing  expense of $22  thousand,  and other
operating  expense of $223  thousand,  which includes $58 thousand in consulting
expense, REO expense of $44 thousand and supplies expense of $18 thousand.

COMPARISON OF RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 1999 AND 1998

Overview

     Net income for the nine months ended September 30, 1999 was $1.6 million or
$0.37 per share diluted, compared to $1.4 million or $0.36 per share diluted for
the same period in 1998. On a pre-tax  basis,  United Trust earned $536 thousand
in 1999 versus $95 thousand in 1998,  EPW's pre-tax  operating  profits  (before
deducting $297 thousand of costs associated with the cash payment in lieu of the
issuance of performance and revenue shares)  increased to $250 thousand from $72
thousand  during this period and the Bank's  pre-tax  profits  increased to $2.6
million from $2.1 million during this same period.










                                      15
<PAGE>
Analysis of Net Interest Income

     Interest  income for the nine  months  ended  September  30, 1999 was $10.7
million, compared to $9.3 million for the same period in 1998, a $1.4 million or
15.1% increase. This increase in interest income is primarily due to an increase
in earning assets, consisting mostly of loans. Interest expense was $4.2 million
for the nine months ended  September 30, 1999,  compared to $3.9 million for the
same period in 1998, a $0.3 million or 7.7% increase. This increase is primarily
due to the interest expense  associated with the issuance of the Trust Preferred
Securities in December 1998.

Provision for Loan Losses

     For the nine months ended September 30, 1999, the provision for loan losses
charged to expense was $610  thousand,  compared to $340  thousand  for the same
period in 1998,  an increase  of $270  thousand  or 79.4%.  The  increase in the
provision was primarily due to the level of loans  outstanding and nonperforming
assets.  The allowance of possible loan losses was $2.2 million at September 30,
1999.  Management's judgment as to the adequacy of the allowance is based upon a
number  of  assumptions  about  the  future  events  which  it  believes  to  be
reasonable,  but  which  may or may not be  accurate.  Because  of the  inherent
uncertainty of assumptions made during the evaluation  process,  there can be no
assurance  that loan losses in future  periods will not exceed the allowance for
loan losses or that additional allocations will not be required.

Noninterest Income

     Noninterest  income for the nine months ended  September  30, 1999 was $3.8
million  compared to $3.1  million  for the same period in 1998,  an increase of
$0.7 million or 22.6%.  This increase was  primarily  due to increased  revenues
from EPW and United Trust whose combined revenues increased $695 thousand during
this period, including an extraordinary fee of $350 thousand for a trust account
for services provided in conjunction with the sale of a closely held company and
gains on the sale of SBA loans, which increased by $99 thousand.

Noninterest Expense

     Total noninterest  expense for the nine months ended September 30, 1999 was
$7.2 million,  compared to $6.0 million for the same period in 1998, an increase
of $1.2  million or 20.0%.  This  increase  was due to increases in salaries and
benefits  expense of $668 thousand  (including $297 thousand related to the cash
payment in lieu of the issuance of  performance  shares in  connection  with the
acquisition  of EPW),  increases  in  equipment  expense of $56  thousand,  data
processing  expense  of $40  thousand,  and  other  operating  expenses  of $444
thousand.  Other operating expense includes $128 thousand in consulting expense,
$77  thousand in REO expense,  $44 thousand in postage and supplies  expense and
$33 thousand in software expense.

LIQUIDITY

     During the nine months ended  September  30, 1999,  the  Company's  primary
sources of funds consisted of deposit inflows and proceeds from the maturity and
principal  repayment  of  securities  available  for sale.  The Company used its
capital  resources  principally to fund existing and continuing loan commitments
and to purchase  securities.  At September 30, 1999, the Company had commitments
to originate  loans totaling $6.8 million.  Management  believes the Company has


                                      16
<PAGE>
adequate  resources to fund all its commitments.  Management also believes that,
if so desired,  it can adjust the rates on time deposits to retain deposits in a
changing interest rate environment. As a Florida-chartered  commercial bank, the
Bank is required  to  maintain a liquidity  reserve of at least 15% of its total
transaction  accounts  and 8% of its total  nontransaction  accounts  less those
deposits of certain public funds.  The liquidity  reserve may consist of cash on
hand, cash on demand with other  correspondent  banks and other  investments and
short-term  marketable  securities  as defined,  such as federal  funds sold and
United States  securities or securities  guaranteed by the United States.  As of
September 30, 1999,  the Bank had  liquidity of  approximately  $26 million,  or
approximately 15% of total deposits.

     Management  believes the Bank was in  compliance  with all minimum  capital
requirements which it was subject to at September 30, 1999.

YEAR 2000 CONSIDERATIONS

     During the next year, many  businesses,  including  financial  institutions
such as the Company,  will face potentially  serious issues  associated with the
inability  of  certain  existing  data  processing   hardware  and  software  to
appropriately  recognize  calendar  dates  beginning in the year 2000. The "Year
2000" problem arose  because many existing  computer  programs use only the last
two  digits  to refer to a year.  Therefore,  these  computer  programs  may not
properly  recognize a year that begins with "20" instead of "19."  Additionally,
many  computer  programs that can only  distinguish  the final two digits of the
year may read entries for the year 2000 as the year 1900. For example,  computer
systems may compute payment, interest, delinquency or other figures important to
the  operations  of  financial  institutions  based on the  wrong  date.  If not
corrected, many computer applications,  including those owned by the Company and
third  parties  with  which the  Company  does  business,  could  fail or create
erroneous results,  thereby  potentially  impacting the operations and financial
performance  of the  Company.  Although  the  Company  is  currently  addressing
potential  Year 2000  problems,  there can be no assurance that its efforts will
prevent all potential  adverse  consequences  to the Company  resulting from the
Year 2000 problem.

     In 1997,  the  Company  began the  process of  evaluating  its  information
technology for Year 2000 readiness. In April 1998, the Company adopted a formal,
comprehensive  Year 2000 Policy Statement  designed to identify and address Year
2000 issues that might impact the Company  (the "Year 2000  Plan").  The Company
has    completed    the    "Awareness,"    "Inventory,"     "Assessment,"    and
"Testing/Validation" phases of its Year 2000 Plan, which are designed to appoint
and train a group of employees to oversee and  implement  the Year 2000 Plan, to
provide for the  inventory of the  software and hardware of the Company,  and to
provide  further  assessment of the nature and size of the Year 2000 issues that
might affect the Company.  The Company continues to oversee its internal efforts
and the efforts of third  parties to timely and  properly  address the Year 2000
issues that have been identified. Testing and validation phases of the Year 2000
Plan were  completed by June 30,  1999.  This  validation  process has also been
audited by outside consultants.

     The Company outsources its principal data processing  activities to a third
party and purchases most of its software  applications from third party vendors.
Additionally,  the Company  outsources  its trust  business data  processing and
custodial management activities to a third party. Each of the two foregoing data
processing  servicers has  represented  to the Company that it has completed its


                                      17
<PAGE>
Year 2000  testing.  The Company has received and reviewed the third party proxy
test results  which  support  their  claims.  Also the Company has completed all
testing and  validating of its own systems.  Based on these efforts to date, the
Company  believes  that its  vendors  and  significant  customers  are  actively
addressing the problems associated with the Year 2000 issue and that the Company
will be  prepared to respond to Year 2000  problems  as they arise.  The Company
will  continue to refine the  contingency  plans to address the most  reasonably
likely worst case  scenarios  relating to the Year 2000 problem  throughout  the
year 1999 and into the year 2000.  Although the Company's  Year 2000 efforts are
ongoing and will continue  throughout  the Year 2000,  there can be no assurance
that the Company will be prepared to timely respond to all year 2000 issues that
may arise.

     The  Company  is also in the  process  of  identifying  Year 2000  problems
stemming from non-information  technology systems, such as microcontrollers used
to operate  security systems and elevators and embedded systems in its buildings
and equipment and other  infrastructure,  and establishing a program for testing
these systems for Year 2000 compliance.  However, the Company does not currently
anticipate  that it will  encounter  any  substantial  Year 2000  problems  with
respect to such  non-information  technology  systems,  and believes the cost to
remedy any such problems will not be material.

     The Company has not incurred  material  testing,  compliance or replacement
costs  relating  to its Year  2000  investigation  to date.  The  Company  spent
approximately  $255,000 in 1998 and expects to spend  $280,000 in 1999, of which
approximately  $250,000 has been incurred to date,  towards  technology  related
costs,  including  the updating of software and hardware  systems to ensure Year
2000  compliance.  The  Company  does not  expect to incur  additional  material
related  testing,  compliance  or  replacement  costs in the future and does not
believe that the potential non-compliance of its information and non-information
technology  systems  and  programs  present  a  material  risk to the  Company's
financial condition or results of operations. However, non-material costs may be
incurred  due to  short-term  disruptions  resulting  from Year 2000  compliance
problems, testing and replacement costs.

     Notwithstanding  the foregoing,  there can be no assurance that the Company
will be  successful in  implementing  its Year 2000 Plan and that it will not be
adversely  affected  by the  failure  of  third  party  vendors  or  significant
customers to become Year 2000 compliant. Although the Company is taking steps to
identify and address Year 2000 problems,  if unexpected or unresolved  Year 2000
problems develop,  given the Company's  reliance on data processing  services to
maintain  customer  balances,  service  customer  accounts and to perform  other
record  keeping and service  oriented  functions  associated  with the Company's
three primary business segments,  the occurrence of any such events could have a
material impact on the Company's results of operations,  liquidity and financial
condition.

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

        The Company and the Bank are parties to various legal proceedings in the
ordinary  course of  business.  Management  does not  believe  that there is any
pending or  threatened  proceeding  against the  Company or the Bank  which,  if
determined adversely,  would have a material effect on the business,  results of
operations, or financial position of the Company or the Bank.


                                      18
<PAGE>
ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

        The following  shares of United  Financial common stock, par value $0.01
per share ("United Financial Common Stock"),  were issued during the nine months
ended September 30, 1999:

        In December  1998,  the Company sold  450,000  shares of common stock at
$7.25  per  share and  $6,000,000  of 9.40%  Trust  Preferred  Securities  in an
underwritten public offering.  In January 1999, the Company issued an additional
57,705  shares of common  stock  and  $749,600  of  additional  Trust  Preferred
Securities pursuant to the underwriter's  exercise of its over-allotment option.
Of the net proceeds of approximately  $9.5 million,  approximately  $1.5 million
has been contributed as capital to the Bank and  approximately  $2.7 million was
used to repay existing debt with an unrelated bank.

        On February 26, 1999 and August 31, 1999 an  aggregate of 14,744  shares
40,950  shares,  respectively,  were issued to certain  officers of United Trust
pursuant  to  an  incentive  stock  plan  established  in  connection  with  the
acquisition  of  Fiduciary  Services  Corporation  ("FSC").  Under the plan,  no
additional  cash or  consideration  was received by the Company  pursuant to the
issuance of such  shares.  These  shares of common stock were issued in reliance
upon the exemption from registration under Section 4(2) of the Securities Act of
1933 as  transactions  by an issuer  not  involving  any  public  offering.  The
recipients of the securities issued  represented their intentions to acquire the
securities  for investment  only and not with a view for resale or  distribution
and appropriate legends were affixed to the share certificates issued.

        The Company has used the proceeds from the December 1998 public offering
as follows:

        In March 1999,  the Company  purchased a $250,000  equity  position,  or
approximately  5  percent,   in  United  Insurance   Holdings,   LC  ("Insurance
Holdings").  Insurance  Holdings  is  the  parent  company  of  United  Property
Insurance and Casualty Company,  Inc. The Company has the option to acquire,  at
its election, up to an aggregate of 20 percent of the common equity of Insurance
Holdings,   if  and  when  bank  holding  company  regulations  permit  such  an
investment.  Additionally, the Company originally made a $1 million loan advance
to  Insurance  Holdings  with a  maturity  date of June 8,  1999.  The  loan was
subsequently  renewed  for  another  60 day  term and a $0.5  million  principal
repayment was made in July. In August,  the loan was again renewed for a 7 month
term,  at a  balance  of $0.5  million,  and a  one-time  option to  advance  an
additional  $0.5 million.  One director of the Company also serves as a director
of Insurance Holdings.

        In April 1999,  the Company  purchased a $500,000  equity  position,  or
approximately  2.2%  of the  outstanding  capital  stock,  in  Nexity  Financial
Corporation  ("Nexity").  Nexity intends to acquire an Alabama stated  chartered
bank and pursue an internet  banking  business  strategy  and  ultimately  raise
additional capital in an initial public offering.

        The  remaining  net offering  proceeds are on deposit in a  non-interest
bearing demand  deposit  account of the Company  established  with the Bank. The
Bank in turn is  using  those  funds  to fund  its  assets,  such as  loans  and
overnight investments.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
        None.

                                      19
<PAGE>
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
        None.

ITEM 5.  OTHER INFORMATION
        None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits
    10.1   Reinstated  provision  of the  Salary  Continuation  Plan dated
           August  24,  1999 by and between Neil W. Savage and United Financial

    27.1   Financial Data Schedule

(b) Reports on Form 8-K

    There were no reports on Form 8-K filed during the period  ending  September
    30, 1999.







































                                      20

<PAGE>

                UNITED FINANCIAL HOLDINGS, INC. AND SUBSIDIARIES

                                   SIGNATURES

   Under 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.

                                               UNITED FINANCIAL HOLDINGS, INC.
                                               (Registrant)

Date:   November 12, 1999                        By:   /s/ NEIL W. SAVAGE
      ---------------------                           -------------------
                                                      Neil W. Savage
                                                      President and
                                                      Chief Executive Officer

Date:   November 12, 1999                        By:   /s/ C. PETER BARDIN
      ---------------------                           --------------------
                                                      C. Peter Bardin
                                                      Senior  Vice  President
                                                      and  Chief  Financial
                                                      Officer (Principal
                                                      Financial and Accounting
                                                      Officer)






























                                      21