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, 2002

                                       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                       4,433,960
----------------------------------       -------------------------------------
           Class                           Outstanding as of November 5, 2002
================================================================================











                         UNITED FINANCIAL HOLDINGS, INC.

                                      INDEX

                                                                        PAGE
PART I.  FINANCIAL INFORMATION

     ITEM 1.     Financial Statements (unaudited)

         Condensed Consolidated Balance Sheets -
         At September 30, 2002 and December 31, 2001                      1

         Condensed Consolidated Statements of Earnings -
         For the three and nine months ended
         September 30, 2002 and 2001                                      2

         Condensed Consolidated Statements of
         Comprehensive Income - For the three and nine months
         ended September 30, 2002 and 2001                                3

         Condensed Consolidated Statement of Stockholders'
         Equity - For the nine months ended September 30, 2002            4

         Condensed Consolidated Statements of Cash Flows -
         For the nine months ended September 30, 2002 and 2001            5-6

         Notes to Condensed Consolidated Financial Statements             7-9

     ITEM 2.     Management's Discussion and Analysis of Financial
                 Condition and Results of Operations                    10-15

     ITEM 3.     Controls and Procedures                                   16


PART II.  OTHER INFORMATION

     ITEM 1.     Legal Proceedings                                         16

     ITEM 2.     Changes in Securities and Use of Proceeds                 16

     ITEM 3.     Defaults upon Senior Securities                           16

     ITEM 4.     Submission of Matters to a Vote of Shareholders           16

     ITEM 5.     Other Information                                         16

     ITEM 6.     Exhibits and Reports on Form 8-K                          17


SIGNATURES                                                                 18

EXHIBITS                                                                   19







PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS
                United Financial Holdings, Inc. and Subsidiaries
              CONDENSED CONSOLIDATED BALANCE SHEETS (in thousands)
                                             September 30,     December 31,
                                                 2002             2001
ASSETS                                        (unaudited)      (unaudited)
                                              -----------     ------------
Cash and due from banks                     $    22,713        $    17,556
Federal funds sold                               33,832             12,671
Securities held to maturity,
   market value of $20,624
   and $19,907 respectively                      20,226             19,643
Securities available for
   sale, at market                               19,142             26,820
Loans, net                                      297,890            242,364
Premises and equipment, net                      12,977             11,732
Federal Home Loan Bank stock                        632                507
Federal Reserve Bank stock                          430                226
Accrued interest receivable                       1,595              1,466
Intangible assets                                 3,010              2,948
Other real estate owned                             965                141
Other assets                                      8,387              8,118
                                           ------------         ----------
       Total assets                         $   421,799        $   344,192
                                             ==========         ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
  Demand                                    $    62,845        $    55,994
  NOW and money market                          129,487             93,690
  Savings and time deposits                     166,580            132,884
                                           ------------         ----------
       Total deposits                           358,912            282,568
Securities sold under agreements
   to repurchase and fed funds purchased         14,811             15,523
Accrued interest payable                            649                642
Other liabilities                                 2,922              2,810
                                           ------------         ----------
       Total liabilities                        377,294            301,543
Company-obligated mandatory redeemable
  capital securities of subsidiary
  trust holding solely subordinated
  debentures of the company                      16,750             16,750
STOCKHOLDERS' EQUITY
  7% convertible preferred stock                     67                 67
  Series one convertible preferred stock          2,932              3,075
  Common stock                                       45                 45
  Paid-in capital                                10,983             10,983
  Treasury shares                                  (255)              (177)
  Accumulated other comprehensive income            235                157
  Retained earnings                              13,748             11,749
                                           ------------       ------------
       Total stockholders' equity                27,755             25,899
                                           ------------       ------------
       Total liabilities and
          stockholders' equity              $   421,799        $   344,192
                                             ==========         ==========
     See accompanying notes to condensed consolidated financial statements.
                                       - 1 -

                United Financial Holdings, Inc. and Subsidiaries
                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                (unaudited)(in thousands, except per share data)
                                                Three Months Ended
                                         September 30,     September 30,
                                             2002              2001
                                         ------------      ------------
Interest income
  Loans and loan fees                    $      5,725      $      4,921
  Securities                                      597               520
  Federal funds sold and securities
     purchased under reverse
     repurchase agreements                        109               252
                                        -------------     -------------
       Total interest income                    6,431             5,693
Interest expense
  Deposits                                      1,791             2,238
  Other debt and borrowings                        53               104
  Subordinated debentures issued
     to subsidiary trust                          298               159
                                        -------------     -------------
       Total interest expense                   2,142             2,501
                                        -------------     -------------
       Net interest income                      4,289             3,192
Provision for loan losses                         488               180
                                        -------------     -------------
       Net interest income after
         provision for loan losses              3,801             3,012

Other income
  Service charges on deposit accounts             376               337
  Trust and investment management                 829               769
  Gain on sale of loans                           208                70
  All other fees and income                       385               219
                                        -------------     -------------
       Total other income                       1,798             1,395

Other expense
   Salaries and employee benefits               2,328             1,889
   Occupancy                                      286               261
   Furniture and equipment                        190               211
   Data processing                                225               211
   Marketing and business development             142               119
   Other                                          667               577
                                        -------------     -------------
       Total other expense                      3,838             3,268
                                        -------------     -------------
       Earnings before income taxes             1,761             1,139
Income tax expense                                663               412
                                        -------------     -------------
       NET EARNINGS                      $      1,098      $        727
                                          ===========       ===========
Earnings per share:
   Basic                                 $        .24      $        .16
   Diluted                               $        .23      $        .16

                              continued on page 2b
     See accompanying notes to condensed consolidated financial statements.
                                     - 2a -

                United Financial Holdings, Inc. and Subsidiaries
                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                 (unaudited)(in thousands, except per share data)
                            (continued from page 2a)
                                                 Nine Months Ended
                                         September 30,      September 30,
                                             2002              2001
                                         ------------       ------------
Interest income
  Loans and loan fees                    $     16,070       $     14,543
  Securities                                    1,734              1,381
  Federal funds sold and securities
     purchased under reverse
     repurchase agreements                        258                651
                                        -------------      -------------
       Total interest income                   18,062             16,575
Interest expense
  Deposits                                      5,285              6,499
  Other debt and borrowings                       151                358
  Subordinated debentures issued
     to subsidiary trust                          896                476
                                        -------------      -------------
       Total interest expense                   6,332              7,333
                                        -------------      -------------
       Net interest income                     11,730              9,242
Provision for loan losses                       1,353                600
                                        -------------      -------------
       Net interest income after
         provision for loan losses             10,377              8,642

Other income
  Service charges on deposit accounts           1,148                935
  Trust and investment management               2,511              2,352
  Gain on sale of loans                           505                334
  All other fees and income                     1,043                562
                                        -------------      -------------
       Total other income                       5,207              4,183

Other expense
   Salaries and employee benefits               6,571              5,469
   Occupancy                                      828                689
   Furniture and equipment                        591                573
   Data processing                                661                591
   Marketing and business development             363                352
   Other                                        1,869              1,648
                                        -------------      -------------
       Total other expense                     10,883              9,322
                                        -------------      -------------
       Earnings before income taxes             4,701              3,503
Income tax expense                              1,784              1,272
                                        -------------      -------------
       NET EARNINGS                      $      2,917       $      2,231
                                        =============      =============
Earnings per share:
   Basic                                 $        .64       $        .49
   Diluted                               $        .61       $        .49

     See accompanying notes to condensed consolidated financial statements.
                                     - 2b -

                United Financial Holdings, Inc. and Subsidiaries
            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (unaudited)
                                 (in thousands)

                                                   Three Months Ended
                                            September 30,     September 30,
                                                2002              2001
                                            -------------     -------------
Net earnings                                $     1,098       $       727
Other comprehensive income
   Unrealized holding gains (losses)                 92               188
Income tax (expense) benefit related to
     items of other comprehensive income            (31)              (64)
                                             ----------        ----------

Comprehensive income                        $     1,159       $       851
                                             ==========        ==========



                                                    Nine Months Ended
                                            September 30,      September 30,
                                                2002              2001
                                            -----------        ----------
Net earnings                                $     2,917        $     2,231
Other comprehensive income
   Unrealized holding gains (losses)                118                430
Income tax (expense) benefit related to
     items of other comprehensive income            (40)              (146)
                                             ----------         ----------

Comprehensive income                        $      2,995       $     2,515
                                             ===========        ==========























     See accompanying notes to condensed consolidated financial statements.
                                     - 3 -

                United Financial Holdings, Inc. and Subsidiaries
            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                   (unaudited)
                                 (in thousands)


                           Series One       7%
                           Convertible  Convertible
                           Preferred     Preferred     Common     Paid-In
                              Stock         Stock       Stock     Capital
                           ===========  ===========   =========   ========
Balance at December 31,
   2001                    $   3,075    $      67    $      45    $10,983
Net Earnings                       -            -            -          -
Dividends on Common
   Stock                           -            -            -          -
Dividends on Preferred
   Stock                           -            -            -          -
Net change in unrealized
   losses on investment
   securities held for sale        -            -            -          -
Redemption of Preferred
   Stock                        (143)           -            -          -
Purchase of Treasury Shars         -            -            -          -
                           ---------    ---------    ---------    -------
Balance at September 30,
   2002                    $   2,932    $      67    $      45    $10,983
                           =========     ========     ========    =======



                                        Accumulated
                                           Other
                           Treasury    Comprehensive    Retained
                             Shares        Income       Earnings     Total
                           ========    =============    =========   ========
Balance at December 31,
   2001                    $   (177)   $       157      $ 11,749    $ 25,899
Net Earnings                     -               -         2,917       2,917
Dividends on Common
   Stock                         -               -          (843)       (843)
Dividends on Preferred
   Stock                         -               -           (75)        (75)
Net change in unrealized
   losses on investment
   securities held for sal       -              78             -          78
Redemption of Preferred
   Stock                         -               -             -        (143)
Purchase of Treasury Share     (78)              -             -         (78)
                          --------    ------------     ---------    --------
Balance at September 30,
   2002                   $   (255)   $        235     $  13,748    $ 27,755
                          ========    ============     =========    ========




     See accompanying notes to condensed consolidated financial statements.
                                     - 4 -

                United Financial Holdings, Inc. and Subsidiaries
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
                                 (in thousands)

                                                         Nine Months Ended
                                                     September 30, September 30,
                                                        2002           2001
                                                     ============  ============
Cash flows from operating activities:
    Net earnings                                      $  2,917       $  2,231
    Adjustments to reconcile net earnings to net
     cash provided by operating activities
       Provision for loan losses                         1,353            600
       Provision for depreciation and amortization         605            736
       Accretion of securities discount                    (25)           (51)
       Amortization of unearned loan fees                 (180)          (225)
       Amortization of securities premiums                  97             28
       Gain on sales of loans                             (785)          (525)
       Decrease (increase) in interest receivable         (129)           153
       Increase (decrease) in interest payable               7            217
       Increase in other assets                           (127)            (8)
       Decrease (increase) in other liabilities            112         (1,237)
                                                     -----------    -----------
         Net cash provided by operating activities       3,845          1,919

Cash flows from investing activities:
    Purchase of Federal Reserve Bank stock
       and FHLB stock                                     (329)             -
    Acquisition of First Security Bank, net
       of cash acquired                                      -         (1,752)
    Net (increase) decrease in Federal
       funds sold                                      (21,161)        (6,794)
    Principal repayments of held to
       maturity securities                               8,048          1,105
    Principal repayments of available for
       sale securities                                   9,119            945
    Proceeds from maturities of available
       for sale securities                               1,949          3,745
    Proceeds from maturities of held to
       maturity securities                               4,544          8,580
    Purchases of available for sale securities          (8,729)       (12,561)
    Purchases of held to maturity securities            (7,830)       (12,533)
    Proceeds from sales of loans                         6,620          6,010
    Net increase in loans                              (63,705)       (29,395)
    Capital expenditures                                (1,850)        (1,770)
                                                   ------------    -----------
          Net cash used in investing activities        (73,324)       (44,420)








                                   (continued)
     See accompanying notes to condensed consolidated financial statements.
                                     - 5 -

                United Financial Holdings, Inc. and Subsidiaries
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                                   (unaudited)
                                 (in thousands)

                                                          Nine Months Ended
                                                   September 30,  September 30,
                                                       2002           2001
                                                   =============  =============
Cash flows from financing activities:
   Net increase (decrease) in
     demand deposits, NOW accounts,
     money market accounts
     and savings accounts                          $    46,022     $    21,606
   Net increase (decrease)
     in certificates of deposit                         30,322          22,164
   Net increase (decrease) in
     securities sold under
     agreements to repurchase
     and Federal funds purchased                          (712)          1,080
   Increase in borrowings                                    -           1,753
   Dividend paid on preferred stock                        (75)            (47)
   Dividend paid on common stock                          (843)           (688)
   Purchase of Treasury Shares                             (78)            (60)
                                                    ----------      ----------
         Net cash provided by
            financing activities                        74,636          45,808
                                                    ----------      ----------

Net increase in cash and cash equivalents                5,157           3,307

Cash and cash equivalents at beginning of year          17,556           9,420
                                                    ----------      ----------

Cash and cash equivalents at end of year           $    22,713     $    12,727
                                                    ==========      ==========

Cash paid during the period for:
   Interest                                        $     6,340     $     7,156
   Income taxes                                    $     2,258     $     1,523

Supplemental Disclosure of Non-cash Activity
--------------------------------------------
Reclassification of loans to
foreclosed real estate                             $       965     $       933


Other Information

        Related to the  acquisition of First Security Bank at April 1, 2001, the
Company made a final  purchase  accounting  adjustment to decrease loans by $206
thousand, decrease the Series One Preferred stock by $143 thousand, and increase
goodwill by $63 thousand.




     See accompanying notes to condensed consolidated financial statements.
                                     - 6 -

UNITED FINANCIAL HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

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 seven branch offices  serving  Pinellas County in the State
of Florida.

      The Company's other operating  subsidiaries are EPW Investment Management,
Inc., an investment  advisory firm registered under the Investment  Advisers Act
of 1940 ("EPW")  headquartered in Tampa, Florida with an office in Jacksonville,
Florida;  United Trust  Company,  a  Florida-chartered  trust company  ("Trust")
located  in St.  Petersburg,  Florida;  and  United  Bank of the Gulf Coast (the
"UBGC",  formerly known as First Security Bank), a Florida-chartered  commercial
bank with one office located in Sarasota, Florida. The Sarasota bank was started
by a group of local  investors  in February  1999 and acquired by the Company on
April 1, 2001. 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 accounting  principles  generally accepted
in the United  States of  America  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, 2002 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,  2001  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 of
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 the conversion of the convertible debt and
the 7% convertible  preferred  stock and the exercise of stock options using the
treasury  stock  method.  Diluted  earnings per share for the periods  presented
exclude the  dilution  that would result from the  conversion  of the Series One
Preferred Stock.  That stock is convertible into common stock at $8.00 per share
upon UBGC achieving pre-established net interest income levels. At September 30,
2002, such targets had not been achieved.

       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 -

                       For the three months ended September 30,
                   -----------------------------------------------------------
                                  2002                           2001
                               Weighted    Per               Weighted    Per
                               Average    Share              Average    Share
                    Earnings   Shares     Amount   Earnings  Shares     Amount
                    ========  =========  ========  ========  =========  ========
Basic EPS
  Net earnings
  available to
  common
  stockholders      $ 1,070   4,434,223  $  .24    $   703   4,440,421  $  .16
                                         =======                        ======

Effect of dilutive
securities
  Incremental
  shares from
  assumed exercise or
  conversion of:
    Preferred stock       2      56,233                 24      56,233
    Stock options         -     221,576                  -     105,287
                   --------   ---------           --------    --------

Diluted EPS
  Net earnings
  available to
  common
  stockholders
  and assumed
  conversions       $ 1,072    4,712,032  $  .23   $  727   4,601,941  $  .16
                   ========   ==========  ======   =======  =========  ======

























                             (continued on page 8b)
                                     - 8a -

(continued from page 8a)
                       For the nine months ended September 30,
                   -----------------------------------------------------------
                                  2002                           2001
                               Weighted    Per               Weighted    Per
                               Average    Share              Average    Share
                    Earnings   Shares     Amount   Earnings  Shares     Amount
                    ========  =========  ========  ========  =========  ========
Basic EPS
  Net earnings
  available to
  common
  stockholders      $  2,843  4,436,886  $  .64    $  2,184  4,429,367  $   .49
                                         ======                         =======

Effect of
dilutive securities
  Incremental  shares
  from  assumed
  exercise or
  conversion of:
    Convertible debt        -         -                    1      8,955
    Preferred stock         5    56,233                   47     56,233
    Stock options           -   182,840                    -     39,740
                    --------- ----------           ---------  ---------

Diluted EPS
  Net earnings
  available to
  common
  stockholders and
  assumed
  conversions       $  2,848  4,675,959   $  .61    $  2,232  4,534,295 $  .49
                    ========  =========   ======    ========  ========= ======


NOTE 4 - BUSINESS SEGMENT INFORMATION

      United Financial has three reportable segments:  Commercial Banking, Trust
Services,  and Investment  Management Services.  Corporate and Overhead includes
corporate expenses such as corporate overhead,  intercompany  transactions,  and
certain  goodwill  amortization.  The  following  table  presents the  Company's
Business  Segment  Information for the three and nine months ended September 30,
2002 and 2001, respectively:














                                     - 8b-


                       For the three months ended September 30, 2002
                      Commercial Investment Trust   Corporate &
                        Banking  Management Svcs    Overhead       Total
                      ========== ========= =======  ===========  =========
Net interest income    $  4,483  $     -  $     19  $     (213)  $   4,289
Non interest income       1,048      350       494         (94)      1,798
                       --------  -------  --------  ----------   ---------
Total revenue             5,531      350       513        (307)      6,087
Loan loss provision         488        -         -           -         488
Non interest expense      3,049      306       424          59       3,838
                       --------  -------  --------  ----------   ---------
Pretax income (loss)      1,994       44        89        (366)      1,761
Income taxes (benefit)      760       16        29        (142)        663
                       --------  -------  --------  ----------   ---------
Segment net income     $  1,234  $    28  $     60  $     (224)  $   1,098
                       ========  =======  ========  ==========   =========

                       For the three months ended September 30, 2001
                      Commercial Investment Trust   Corporate &
                        Banking  Management Svcs    Overhead       Total
                      ========== ========= =======  ===========  =========
Net interest income    $  3,307  $     -  $     43  $     (158)  $   3,192
Non interest income         686      394       388         (73)      1,395
                       --------  -------  --------  ----------   ---------
Total revenue             3,993      394       431        (231)      4,587
Loan loss provision         180        -         -           -         180
Non interest expense      2,528      319       412           9       3,268
                       --------  -------  --------  ----------   ---------
Pretax income (loss)      1,285       75        19        (240)      1,139
Income taxes (benefit)      479       28        15        (110)        412
                       --------  -------  --------  ----------   ---------
Segment net income     $    806  $    47  $      4  $     (130)  $     727
                       ========  =======  ========  ==========   =========























                              continued on page 9b
                                     - 9a -

(continued from page 9a)

                         For the nine months ended September 30, 2002
                      Commercial Investment Trust   Corporate &
                        Banking  Management Svcs    Overhead       Total
                      ========== ========= =======  ===========  =========
Net interest income    $ 12,409  $     -  $     73  $     (752)  $  11,730
Non interest income       2,944    1,121     1,444        (302)      5,207
                       --------  -------  --------  -----------  ---------
Total revenue            15,353    1,121     1,517      (1,054)     16,937
Loan loss provision       1,353        -         -           -       1,353
Non interest expense      8,613      957     1,217          96      10,883
                       --------  -------  --------  ----------   ---------
Pretax income (loss)      5,387      164       300      (1,150)      4,701
Income taxes (benefit)    2,051       63       104        (434)      1,784
                       --------  -------  --------  ----------   ---------
Segment net income     $  3,336  $   101  $    196  $     (716)  $   2,917
                       ========  =======  ========  ==========   =========

                       For the nine months ended September 30, 2001
                      Commercial Investment Trust   Corporate &
                        Banking  Management Svcs    Overhead       Total
                      ========== ========= =======  ===========  =========
Net interest income    $  9,560  $     -  $    157  $     (475)  $   9,242
Non interest income       1,980    1,215     1,173        (185)      4,183
                       --------  -------  --------  -----------  ---------
Total revenue            11,540    1,215     1,330        (660)     13,425
Loan loss provision         600        -         -           -         600
Non interest expense      7,058    1,004     1,209          51       9,322
                       --------  -------  --------  ----------   ---------
Pretax income (loss)      3,882      211       121        (711)      3,503
Income taxes (benefit)    1,424       80        72        (304)      1,272
                       --------  -------  --------  ----------   ---------
Segment net income     $  2,458  $   131  $     49  $     (407)  $   2,231
                       ========  =======  ========  ==========   =========























                                     - 9b -


NOTE 5 - SUBSEQUENT EVENT

      On September 25, 2002,  the Company  announced the signing of a definitive
agreement  to be acquired  by Synovus  Financial  Corp.  of  Columbus,  Georgia.
Synovus will issue 2,470,873  shares of its common stock and $28,967,000 of cash
for all the  outstanding  common  stock and common stock  equivalents  of United
Financial.  Each share of United  Financial  common stock will be exchanged  for
either .7101 shares of Synovus  common  stock,  $17.15 of cash or a  combination
thereof.  The  transaction  is expected to close in early  January of 2003.  The
agreement is included in this filing as Exhibit  2.1.

On November 12,  2002,  the Company  signed an amendment to the  agreement to be
acquired by Synovus  Financial  Corp.  Under the  amendment,  Synovus will issue
2,268,167  shares  of its  Common  Stock  and  $34,000,000  in cash  for all the
outstanding  common stock and preferred stock  convertible  into common stock of
United  Financial.  An additional  215,277 shares have been allocated for UFHI's
option holders, bringing the total number of Synovus shares to 2,483,444 for all
of UFHI's common stock and common stock equivalents  outstanding.  Each share of
United  Financial  Common  Stock will be  exchanged  for either  .8021 shares of
Synovus Common Stock, $16.47 of cash or a combination  thereof. The amendment is
included in this filing as Exhibit 2.2.

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.

COMPARISON OF BALANCE SHEETS AT SEPTEMBER 30, 2002 AND DECEMBER 31, 2001

Overview

       Total  assets of the Company were $421.8  million at September  30, 2002,
compared to $344.2 million at December 31, 2001, an increase of $77.6 million or
22.5%. This increase was the result of the Company's  internal growth of earning
assets  (primarily  loans and  federal  funds  sold)  funded by an  increase  in
deposits.

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 $39.4  million at  September  30,  2002,
compared to $46.5  million at December  31,  2001, a decrease of $7.1 million or
15.3%.  This  decrease is  primarily  due to principal  paydowns  related to the
Company's  mortgage-backed  securities.  Included in  investment  securities  at
September  30, 2002,  were $19.1 million of  securities  held as "available  for
sale" to  provide  the  Company  greater  flexibility  to  respond to changes in
interest  rates and  liquidity.  These  securities  have been recorded at market
value.

Loans

       Total loans were $304.2 million at September 30, 2002, compared to $247.5
million at December 31,  2001,  an increase of $56.8  million or 22.9%.  For the

                                     - 10 -

same period,  real estate  mortgage  loans  increased by $47.2 million or 29.4%,
commercial  loans  increased  by $9.6  million  or 12.2%,  and all  other  loans
including  consumer  loans remained  unchanged.  Loans net of allowance for loan
loss and unearned  fees were $297.9  million at September  30, 2002  compared to
$242.4 million at December 31, 2001.

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

                                        September 30, 2002  December 31, 2001
                                        ==================  =================
Real estate mortgage loans:
  Commercial real estate                    $     144,428      $     116,081
  One-to-four family residential                   16,240             12,980
  Multifamily residential                          14,207             14,911
  Construction and land development                33,086             16,796
                                            -------------      -------------
      Total real estate mortgage loans            207,961            160,768

Commercial loans                                   88,044             78,459
Consumer loans                                      6,890              6,486
Other loans                                         1,349              1,773
                                            -------------      -------------
      Gross loans                                 304,244            247,486
Allowances for loan losses                         (4,643)            (3,790)
Unearned fees                                      (1,711)            (1,332)
                                             ------------        -----------
      Total loans net of allowance
         and unearned fees                  $     297,890      $     242,364
                                            =============      =============

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.

       The  methodologies  for  assessing the  appropriateness  of the allowance
consist of several key elements,  which include:  1) the formula  allowance;  2)
review of the underlying  collateral on specific  loans;  and 3) historical loan
losses.  The  formula  allowance  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  that 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 loss percentage is calculated and applied to the current  outstanding  loans
in total.

     Various conditions that 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

                                     - 11 -

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 presents a problem to the
loan portfolio, 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, 2002     September 30, 2001
                                     ==================     ==================
Allowance at beginning of period        $        3,790         $        2,761

Charge-offs:
  Real estate loans                                194                     55
  Commercial loans                                 287                     31
  Consumer loans                                    25                     22
                                        --------------         --------------
      Total charge-offs                            506                    108

Recoveries:
  Real estate loans                                  1                     20
  Commercial loans                                   3                     46
  Consumer loans                                     2                      8
                                        --------------         --------------
      Total recoveries                               6                     74
Net charge-offs                                    500                     34
Allowance related to First Security                  -                    256
Provision for loan losses                        1,353                    600
                                        --------------         --------------

Allowance at end of period              $        4,643         $        3,583
                                        ==============         ==============

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.







                                     - 12 -


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

                                September 30, 2002       December 31, 2001
                                ==================       =================
Real estate loans                 $         1,571           $      2,377
Commercial loans                               37                    186
Consumer loans                                  -                      -
                                  ---------------           ------------
     Total non-accrual loans                1,608                  2,563
Other real estate                             965                    141
Accruing loans 90 days past due               311                    164
                                  ---------------           ------------
     Total nonperforming assets   $         2,884           $      2,868
                                  ===============           ============

Bank Premises and Equipment

       Bank  premises and  equipment  was $13.0  million at September  30, 2002,
compared to $11.7  million at December 31, 2001,  an increase of $1.3 million or
10.6%.  This  increase was  primarily  due to the  construction  of two new Bank
branch sites as well as the acquisition of office equipment, partially offset by
the  depreciation  of the buildings and equipment and  amortization of leasehold
improvements.


Deposits

       Total  deposits were $358.9  million at September  30, 2002,  compared to
$282.6  million at December  31,  2001,  an increase of $76.3  million or 27.0%.
During the nine months ended September 30, 2002, demand deposits  increased $6.9
million,  NOW and money market  deposits  increased  $35.8 million,  and savings
deposits and time deposits increased $33.7 million.

Mandatory Redeemable Capital Securities of Subsidiary Trust

UFH Capital Trust I

      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.

UFH Statutory Trust II

     In December 2001, the Company,  through a statutory  business trust created
and owned by the  Company,  issued $10  million of  Cumulative  Trust  Preferred
Securities with a floating rate of 3 month LIBOR plus 360 basis points that will
mature on December 18, 2031.  The  principal  assets of the  statutory  business
trust are  debentures  issued to the  Company in an  aggregate  amount of $10.31
million,  with a floating  interest  rate of 3 month LIBOR plus 360 basis points
and a maturity date of December 23, 2031.


                                     - 13 -


Stockholders' Equity

       Stockholders' equity was $27.8 million at September 30, 2002, or 6.58% of
total assets,  compared to $25.9  million,  or 7.52% of total assets at December
31, 2001. At September 30, 2002,  the Company's  Tier I (core) Capital ratio was
8.22%,  its Tier I Risk-based  Capital ratio was 9.67%, and its Total Risk-based
Capital ratio was 13.03%.  Management  believes  that the capital  ratios of the
Company at that date all exceeded the minimum  regulatory  guidelines for a bank
holding  company  to  be  considered   "well   capitalized".   The  increase  in
stockholders' equity was due to year to date 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, 2002 AND 2001

Overview

       Net income for the three months ended September 30, 2002 was $1.1 million
or $0.23 per share diluted, compared to $727 thousand or $0.16 per share diluted
for the same  period in 2001.  On a  pre-tax  basis,  United  Trust  earned  $89
thousand in 2002 versus $19 thousand in 2001, EPW earned $44 thousand versus $75
thousand and the Commercial  Banking's  pre-tax profits were $2.0 million versus
$1.3 million during this same period.

Analysis of Net Interest Income

       Interest  income for the three months ended  September  30, 2002 was $6.4
million, compared to $5.7 million for the same period in 2001, a $0.7 million or
11.5% increase. This increase in interest income is primarily due to an increase
in earning assets, consisting mostly of federal funds sold. Interest expense was
$2.1  million for the three months ended  September  30, 2002,  compared to $2.5
million  for the same period in 2001,  a $0.4  million or 14.4%  decrease.  This
decrease is  primarily  due to a general  reduction  of  interest  rates paid on
deposits, partially offset by an increase in deposits.

Provision for Loan Losses

       For the three months ended  September  30, 2002,  the  provision for loan
losses charged to expense was $488  thousand,  compared to $180 thousand for the
same period in 2001,  an increase of $308  thousand or 171.1%.  The allowance of
possible  loan  losses was $4.6  million at  September  30,  2002.  Management's
judgment  as to the  adequacy  of the  allowance  is  based  upon  a  number  of
assumptions  about the losses inherent in the loan portfolio.  These assumptions
are believed to be  reasonable,  but 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 provisions will not be required.

Noninterest Income

       Noninterest income for the three months ended September 30, 2002 was $1.8
million  compared to $1.4  million  for the same period in 2001,  an increase of
$0.4 million or 28.9%.  This  increase was  primarily  due to increases in other
fees and service charges on deposits,  Trust and Investment income, gain on sale
of loans and other fees,  including income  generated from residential  mortgage
operations.
                                     - 14 -

Noninterest Expense

       Total  noninterest  expense for the three months ended September 30, 2002
was $3.8  million  compared  to $3.3  million  for the same  period in 2001,  an
increase  of $0.5  million  or 15.2%.  This  increase  was due to  increases  in
salaries and benefits of $439 thousand,  occupancy and equipment of $4 thousand,
data processing of $14 thousand and other expenses of $113 thousand.

COMPARISON OF RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED
SEPTEMBER 30, 2002 AND 2001

Overview

       Net income for the nine months ended  September 30, 2002 was $2.9 million
or $0.61 per share diluted,  compared to $2.2 million or $0.49 per share diluted
for the same  period in 2001.  On a pre-tax  basis,  United  Trust  earned  $300
thousand in 2002 versus $121 thousand in 2001, EPW's pre-tax  operating  profits
decreased to $164 thousand from $211 thousand  during this period and Commercial
Banking's pre-tax profits increased to $5.4 million from $3.9 million in 2001.

Analysis of Net Interest Income

       Interest  income  for the  nine  months  ended  September  30,  2002  was
$18.1million,  compared to $16.6  million  for the same  period in 2001,  a $1.5
million or 9.0% increase.  This increase in interest  income is primarily due to
an  increase  in  earning  assets,  partially  offset by a general  decrease  in
interest rates on earning assets. Interest expense was $6.3 million for the nine
months ended September 30, 2002, compared to $7.3 million for the same period in
2001, a decrease of $1.0 million or 15.8%.  This  decrease is primarily due to a
continued  decrease  in  interest  rates on  deposits,  partially  offset  by an
increase in interest bearing liabilities.

Provision for Loan Losses

       For the nine months ended  September  30, 2002,  the  provision  for loan
losses charged to expense was $1.4 million, increased from $600 thousand for the
same period in 2001.  The  allowance of possible loan losses was $4.6 million at
September 30, 2002. Management's judgment as to the adequacy of the allowance is
based  upon a number  of  assumptions  about  the  losses  inherent  in the loan
portfolio.  These assumptions are believed to be reasonable,  but 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 provisions will
not be required.

Noninterest Income

       Noninterest  income for the nine months ended September 30, 2002 was $5.2
million  compared to the $4.2 million from the same period in 2001,  an increase
of $1.0  million  or  24.5%.  The  increase  in  noninterest  income  was due to
increases in service charges on deposit  accounts of $213 thousand,  an increase
of $171  thousand  in the  gain on sale of  loans,  an  increase  in  trust  and
investment  management  fees of $159 thousand and an additional $481 thousand of
other fees during this period,  including  $438 thousand of fees  generated from
residential mortgage operations.



                                     - 15 -

Noninterest Expense

       Total  noninterest  expense for the nine months ended  September 30, 2002
was $10.9  million  compared to $9.3  million  for the same  period in 2001,  an
increase of $1.6 million or 16.7%.  This increase was due to increases in salary
and benefits expense of $1.1 million,  occupancy and equipment of $157 thousand,
data  processing  expense of $70  thousand,  and an increase in other  operating
expense of $221 thousand.

LIQUIDITY

       During the nine months ended  September 30, 2002,  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,
to purchase loan  participations  and to purchase  overnight  investments  (i.e.
federal  funds sold).  At September  30, 2002,  the Company had  commitments  to
originate  loans  totaling $39.7  million.  Management  believes the Company has
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 Florida-chartered  commercial banks, the
Commercial  Banking  segment 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, 2002, the Commercial  Banking segment had liquidity
of approximately $71.2 million, or approximately 20% of total deposits.

      Management  believes the Commercial Banking segment was in compliance with
all minimum capital requirements that it was subject to at September 30, 2002.

On  September  25,  2002,  the Company  announced  the  signing of a  definitive
agreement  to be acquired  by Synovus  Financial  Corp.  of  Columbus,  Georgia.
Synovus will issue 2,470,873  shares of its common stock and $28,967,000 of cash
for all the  outstanding  common  stock and common stock  equivalents  of United
Financial.  Each share of United  Financial  common stock will be exchanged  for
either .7101 shares of Synovus  common  stock,  $17.15 of cash or a  combination
thereof.  The  transaction  is expected to close in early  January of 2003.  The
agreement is included in this filing as Exhibit 2.1.

On November 12,  2002,  the Company  signed an amendment to the  agreement to be
acquired by Synovus  Financial  Corp.  Under the  amendment,  Synovus will issue
2,268,167  shares  of its  Common  Stock  and  $34,000,000  in cash  for all the
outstanding  common stock and preferred stock  convertible  into common stock of
United  Financial.  An additional  215,277 shares have been allocated for UFHI's
option holders, bringing the total number of Synovus shares to 2,483,444 for all
of UFHI's common stock and common stock equivalents  outstanding.  Each share of
United  Financial  Common  Stock will be  exchanged  for either  .8021 shares of
Synovus Common Stock, $16.47 of cash or a combination  thereof. The amendment is
included in this filing as Exhibit 2.2.

ITEM 3.CONTROLS AND PROCEDURES

(a)   Evaluation of Disclosure Controls and Procedures

     Disclosure  controls and procedures are designed to ensure that information
required to be  disclosed in the reports  filed or submitted  under the Exchange
Act is recorded,  processed,  summarized  and reported,  within the time periods
specified  in the SEC's  rules and forms.  Disclosure  controls  and  procedures
include,  without  limitation,  controls and procedures  designed to ensure that
information required to be disclosed in the reports filed under the Exchange Act
is accumulated  and  communicated  to management,  including the Chief Executive
Officer and Chief Financial Officer,  as appropriate,  to allow timely decisions
regarding  required  disclosure.  Within the 90 days prior to the filing of this
report,  the Company  carried out an evaluation,  under the supervision and with
the  participation  of the Company's  management,  including the Company's Chief
Executive  Officer and Chief  Financial  Officer,  of the  effectiveness  of the
design and operation of the Company's disclosure controls and procedures.  Based

                                     - 16 -

upon and as of the date of that  evaluation,  the Chief  Executive  Officer  and
Chief Financial  Officer  concluded that the Company's  disclosure  controls and
procedures are effective to ensure that information  required to be disclosed in
the reports the Company  files and submits  under the  Exchange Act is recorded,
processed, summarized and reported as and when required.

(b)   Changes in Internal Controls

     There  were no  changes  in the  Company's  internal  controls  or in other
factors that could have significantly  affected those controls subsequent to the
date of the Company's most recent evaluation.

PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

       The Company and the subsidiaries 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  subsidiaries
which,  if determined  adversely,  would have a material effect on the business,
results of operations, or financial position of the Company or the subsidiaries.

ITEM 2.  CHANGES IN SECURITIES AND USE OF PROCEEDS

         None.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS

         None.

ITEM 5.  OTHER INFORMATION

         See Item 2.  Management's  Discussion  and  Analysis  of  Financial
                      Condition  and Results of  Operations  for a description
                      of the Agreement and Plan of Merger  between the Company
                      and Synovus  Financial  Corp.  announced on September
                      25, 2002.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

      2.1     Agreement and Plan of Merger dated as of September 24, 2002 by and
              between  Synovus  Financial  Corp. and the Company (The Disclosure
              Schedule has been omitted; the company will provide the Disclosure
              Schedule to the Commission upon request.).

      2.2     Amendment Number One to the Agreement and Plan of Merger dated as
              of November 12, 2002 by and between Synovus Financial Corp. and
              the Company.

     99.1     Certification of the Chief Executive Officer.

     99.2     Certification of the Principal Financial and Accounting Officer.

(b) Reports on Form 8-K

     During the period ending  September 30, 2002,  there was one report on Form
8-K filed dated September 25, 2002 reporting under Item 5, Other Information.

                                     - 17 -


                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, 2002     By:   /s/ NEIL W. SAVAGE
      --------------------        -------------------
                                  Neil W. Savage
                                  President and Chief Executive Officer



Date:   November 12, 2002     By:   /s/ C. PETER BARDIN
      -------------------         --------------------
                                  C. Peter Bardin
                                  Senior Vice President
                                  and Chief Financial Officer
                                  (Principal Financial and Accounting Officer)
































                                     - 18 -

                                    EXHIBITS

      2.1     Agreement and Plan of Merger dated as of September 24, 2002 by
              and between Synovus Financial Corp. and the Company.

      2.2     Amendment Number One to the Agreement and Plan of Merger dated as
              of November 12, 2002 by and between Synovus Financial Corp. and
              the Company.

     99.1     Certification of the Chief Executive Officer.

     99.2     Certification of the Principal Financial and Accounting Officer.


















































                                     - 19 -