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 March 31, 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
                        (State or Other Jurisdiction of
                         Incorporation or Organization)

                                   59-2156002
                                 (IRS Employer
                              Identification No.)

                       333 Third Avenue North, Suite 200
                            St. Petersburg, Florida
                    (Address of Principal Executive Offices)
                                   33701-3346
                                   (Zip Code)
                                 (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
4,060,307 Class Outstanding as of March 31, 1999.
<PAGE>


                        UNITED FINANCIAL HOLDINGS, INC.

                                      INDEX

PART I.  FINANCIAL INFORMATION

ITEM 1.  Financial Statements (unaudited)                                 PAGE

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

         Condensed Consolidated Statements of Earnings -
         For the three months ended March 31, 1999 and 1998                  2

         Condensed Consolidated Statements of Comprehensive Income -
         For the three months ended March 31, 1999 and 1998                  3

         Condensed Consolidated Statement of Stockholders' Equity -
         For the three months ended March 31, 1999                           4

         Condensed Consolidated Statements of Cash Flows -
         For the three months ended March 31, 1999 and 1998                5-6

         Notes to Condensed Consolidated Financial Statements              7-9

ITEM 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                              9-13

PART II.  OTHER INFORMATION

     ITEM 1.  Legal Proceedings                                             13

     ITEM 2.  Changes in Securities and Use of Proceeds                     13

     ITEM 3.  Defaults Upon Senior Securities                               14

     ITEM 4.  Submission of Matters To A Vote of Shareholders               14

     ITEM 5.  Other Information                                             14

     ITEM 6.  Exhibits and Reports On Form 8-K                           14-15

SIGNATURES                                                                  16














<PAGE>
PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                United Financial Holdings, Inc. and Subsidiaries
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                            (unaudited)(in thousands)
     
                                                 March 31,        December 31,
                                                   1999              1998
                                               ===============  ==============
          ASSETS
Cash and due from banks                        $         9,515  $        7,967
Federal funds sold                                       5,820           4,011
Trading securities                                         105             157
Securities held to maturity, market value
 of $12,914 and $11,437 respectively                    12,900          11,206
Securities available for sale, at market                11,902          14,527
Loans, net                                             123,408         116,546
Premises and equipment, net                              9,771           9,275
Federal Home Loan Bank stock                               507             433
Federal Reserve Bank stock                                 159             159
Intangible assets                                        1,542           1,451
Other real estate owned                                  1,094           1,015
Other assets                                             5,734           5,155
                                               ---------------  --------------
     Total assets                              $       182,457  $      171,902
                                               ===============  ==============
         LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
   Demand                                      $        31,645  $       27,742
   NOW and money market                                 50,601          48,550
   Savings & Time Deposits                              68,421          62,803
                                               ---------------  --------------
   Total deposits                                      150,667         139,095

Securities sold under agreements to repurchase           7,209           8,796
Convertible subordinated debentures                        630             630
Long-term debt                                               -              34
Other liabilities                                        1,781           2,576
                                               ---------------  --------------
   Total liabilities                                   160,287         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                             209             209
Common stock                                                41              40
Paid-in capital                                          9,289           9,192
Common stock subscription receivable                         -            (393)
Accumulated other comprehensive income                      64             141
Retained earnings                                        5,817           5,582
                                               ---------------  --------------
Total stockholders' equity                              15,420          14,771
                                               ---------------  --------------
Total liabilities and stockholders' equity     $       182,457  $      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)
                                                  For the three months ended
                                                          MARCH 31,
                                                   1999              1998
                                               ===============  ==============
Interest income
  Loans and loan fees                          $         2,873  $        2,425
  Securities                                               421             370
    Federal funds sold and securities purchased
    under reverse repurchase agreements                     48             131
                                               ---------------  --------------
    Total interest income                                3,342           2,926

Interest expense
  Deposits                                               1,135           1,116
  Long-term debt and other borrowings                       66              84
  Subordinated debentures issued to subsidiary trust       157               -
                                               ---------------  --------------
    Total interest expense                               1,358           1,200
                                               ---------------  --------------

    Net interest income                                  1,984           1,726
Provision for loan losses                                  225              90
                                               ---------------  --------------
    Net interest income after provision
    for loan losses                                      1,759           1,636

Other income
  Service charges on deposit accounts                      176             175
  Trust and investment management income                   663             549
  Gain on Sale of Loans                                    112              16
  All other fees and income                                172             148
                                               ---------------  --------------
    Total other income                                   1,123             888

Other expense
  Salaries and employee benefits                         1,366           1,135
  Occupancy expense                                        130             148
  Furniture and equipment expense                          141             129
  Data Processing                                          131             112
  Marketing and business development                        41              57
  Other operating expenses                                 438             395
                                               ---------------  --------------
                                                         2,247           1,976
                                               ---------------  --------------

    Earnings before income taxes                           635             548

Income tax expense                                         230             214
                                               ---------------  --------------
     NET EARNINGS                              $           405  $          334
                                               ===============  ==============
Earnings Per Share:
  Basic                                        $           .10  $          .09
  Diluted                                      $           .09  $          .09
      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)

                                                  For the three months ended
                                                          MARCH 31,
                                                   1999              1998
                                               ===============  ==============
Net earnings                                   $           405  $          334
Other comprehensive income
   Unrealized holding gains (losses)                      (117)              6
   Income tax (expense) benefit related to
     items of other comprehensive income                    40              (2)
                                               ---------------  --------------

Comprehensive income                           $           328  $          338
                                               ===============  ==============








































     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%                Accumulated
                           Con-              Other    Stock
                           vertible          Compre-  Sub-
                  Common   Preferred Paid-In hensive  scription  Retained
                  Stock    Stock     Capital Income   Receivable Earnings Total
                  -------- -------- -------- -------- --------- --------- ------

Balance at December
31, 1998          $    40  $    209 $  9,192 $    141 $  ( 393) $ 5,582 $14,771
Net Earnings            -         -        -        -        -      405     405
Dividends on Common &
  Preferred Stock       -         -        -        -         -    (170)   (170)
IPO subscriptions
  & costs               -         -      (15)       -       393       -     378
Accumulated other
 comprehensive
 income                 -         -        -      (77)        -       -     (77)
Performance Shares
 Issued                 1         -      112        -         -       -     113
                  -------- -------- -------- -------- --------- --------- ------

Balance at
 March 31, 1999   $    41  $   209  $  9,289 $     64 $       - $ 5,817 $15,420
                  ======== ======== ======== ======== ========= ======= ========
    



























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

                                                  For the three months ended
                                                          MARCH 31,
                                                   1999              1998
                                               ===============  ==============
Cash flows from operating activities:
Net earnings                                   $           405  $          334
  Adjustments to reconcile net earnings to
  net cash provided by (used in) operating
  activities
Provision for loan losses                                  225              90
Provision for depreciation & amortization                  183             153
Unrealized gain on trading securities                       (5)              -
Accretion of securities discount                            (4)            (11)
Amortization of unearned loan fees                         (37)            (38)
Amortization of securities premiums                          5               5
Gain on sales of loans                                    (206)            (21)
Decrease (increase) in interest receivable                  86             173
(Decrease) increase in interest payable                     (1)            (14)
Increase in other assets                                  (855)           (162)
Decrease in other liabilities                             (796)             94
                                               ---------------  --------------

Net cash provided by (used in) operating
 activities                                             (1,000)            603

Cash flows from investing activities:
Purchase of Federal Reserve Bank stock
 and FHLB stock                                            (73)            (69)
Net decrease (increase) in Federal funds sold           (1,809)         (6,350)
Principal repayments of held to maturity
 securities                                                509             286
Principal repayments of available for
 sale securities                                           320             152
Proceeds from maturities of available for
 sale securities                                         2,404               -
Proceeds from maturities of held to
 maturity securities                                        50           1,435
Purchases of available for sale securities              (2,000)           (498)
Purchases of held to maturity securities                  (372)         (4,043)
Proceeds from sales of loans                             2,001             200
Net (increase) decrease in loans                        (8,845)            141
Capital expenditures                                      (659)            (20)
                                               ---------------  --------------

  Net cash used in investing activities                 (8,474)         (8,766)









                                      -5-
<PAGE>
                United Financial Holdings, Inc. and Subsidiaries
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                           (unaudited) (in thousands)
     

                                                  For the three months ended
                                                          MARCH 31,
                                                   1999              1998
                                               ===============  ==============
Cash flows from financing activities:
 Net increase in demand deposits, NOW accounts,
   money market accounts and savings accounts  $         6,327  $        6,044
 Net (decrease) increase in certificates of
   deposit                                               5,245             451
 Net increase (decrease) in securities sold
   under agreements to repurchase                       (1,586)          2,297
 Increase in borrowings                                      -               -
   Repayment of long-term debt                             (34)           (304)
   Issuance of Company-obligated mandatory
    redeemable capital securities of sub-
    sidiary trust holding solely subordinated
    debentures of the Company                              750               -
   Issuance of common stock                                490             325
   Dividend paid on preferred stock                         (7)             (8)
   Dividend paid on common stock                          (163)           (116)
                                               ---------------  --------------
     Net cash provided by financing activities          11,022           8,689
                                               ---------------  --------------

Net increase in cash and cash equivalents                1,548             526

Cash and cash equivalents at beginning of period         7,967           7,337
                                               ---------------  --------------

Cash and cash equivalents at end of period     $         9,515  $        7,863
                                               ===============  ==============

Cash paid during the period for:
   Interest                                    $         1,359  $        1,214
   Income taxes                                $            65  $            -

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY
Performance shares issued                      $           112  $           41














     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 four branch offices  serving the southern  Pinellas County
area of the State of Florida. (A building,  housing a fifth branch, was acquired
in January 1999 and the branch opened in April 1999).

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 months ended
March 31, 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 MARCH 31,
                                     1999                     1998
                            ========================  =========================
                                     Weighted  Per            Weighted    Per
                                     Average   Share          Average     Share
                            Earnings Shares    Amount Earnngs Shares      Amount
                            ======== ========= ====== ======= =========== ======
Basic EPS
  Net earnings available to
    Common Stockholders     $    398 4,051,133 $  .10 $   326 3,470,622   $ .09
                                               ======                     ======

Effect of dilutive Securities
 Incremental shares from assumed
 exercise or conversion of:
       Convertible Debt            8   152,790              8   152,790
       Preferred Stock             7   175,860              8   196,946
       Stock Options               -         -              -     7,589
                            -------- ---------        ------- ---------
Diluted EPS
  Net earnings available to Common
    Stockholders and assumed
    Conversions             $    413 4,379,782 $  .09 $   342 3,827,946   $ .09
                            ======== ========= ====== ======= ========= =======

NOTE 4 - CAPITAL

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 underwriter  closed on the over allotment
and the Company issued an additional  57,705 shares of common stock and $749,600
of additional Trust Preferred  securities.  Of the net proceeds of approximately
$9.5  million,  $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. The balance was used for general corporate purposes.

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

THREE MONTHS ENDED MARCH 31, 1999 AND 1998

COMPARISON OF BALANCE SHEETS AT MARCH 31, 1999 AND DECEMBER 31, 1998

Overview

      Total  assets of the  Company  were  $182.5  million  at March  31,  1999,
compared to $171.9 million at December 31, 1998, an increase of $10.6 million or
6.2%. This increase was primarily the result of the Company's internal growth of
earning assets (primarily loans) funded by an increase in deposits.

                                      -8-
<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 $24.8 million at March 31, 1999, compared to
$25.7 million at December 31, 1998, a decrease of $0.9 million or 3.5%. At March
31,  1999,  the  Company  held  certain  securities  totaling  $11.9  million as
available for sale. These securities have been recorded at market value.

Loans

      Total  loans were  $126.3  million at March 31,  1999,  compared to $119.2
million at December 31, 1998, an increase of $7.1 million or 6.0%.  For the same
period, real estate mortgage loans increased by $1.9 million or 2.4%, commercial
loans increased by $5.1 million or 14.6%, and all other loans including consumer
loans  increased by $0.1 million or 1.6%. Net loans were $123.4 million at March
31, 1999, compared to $116.5 million at December 31, 1998.

Allowance for Loan Losses

      The allowance for loan losses amounted to $2.21 million at March 31, 1999,
compared to $1.98  million at December 31, 1998, an increase of $0.23 million or
11.6%.  During the first quarter of 1999, $2 thousand in loans were charged off,
$225 thousand was added to the  allowance  for loan losses  through a provision,
which was  accounted for as an expense,  reducing net income,  and there were no
recoveries from loans previously charged off.

Nonperforming Assets

      Nonperforming assets were $5.6 million at March 31, 1999, compared to $5.5
million at December 31, 1998.  Nonperforming  assets at March 31, 1999 consisted
of  nonperforming  loans of $4.5  million  and other real  estate  owned of $1.1
million.  A nonperforming  loan in the amount of $1.3 million is being paid on a
monthly basis on a pre-judgment stipulation and interest and principal are being
recorded on a cash basis as received.  ORE owned consisted of one property which
has been listed for sale. Management believes that this property is carried at a
value that is equal to its current market value.

Bank Premises and Equipment

      Bank premises and  equipment was $9.8 million at March 31, 1999,  compared
to $9.3 million at December 31, 1998,  an increase of $.5 million or 5.3%.  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.

Deposits

      Total deposits were $150.7  million at March 31, 1999,  compared to $139.1
million at December 31, 1998, an increase of $11.6  million or 8.3%.  From March
31, 1999 to December 31, 1998, demand deposits  increased $3.9 million,  NOW and
money market deposits increased $2.1 million, savings deposits and time deposits
increased $5.6 million.





                                      -9-
<PAGE>
Long-term Debt and Convertible Subordinated Debentures

      There  was  no   long-term   debt   outstanding   (excluding   convertible
subordinated debentures) at March 31, 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 $6.7 million  (including an  overallotment  of
$750  thousand  that  closed on  January  14,  1999) of 9.40%  Cumulative  Trust
Preferred Securities which will mature on December 10, 2028.

Stockholders' Equity

      Stockholders'  equity  was $15.4  million at March 31,  1999,  or 8.44% of
total assets,  compared to $14.8  million,  or 8.61% of total assets at December
31, 1998. At March 31, 1999,  the Bank's Tier I (core)  Capital ratio was 7.70%,
its Tier I Risk-based  Capital ratio was 9.24%, and its Total Risk-based Capital
ratio was 10.49%.  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 proceeds from the
exercise of an over  allotment  option  related to the Company's  initial public
offering and first quarter 1999 net income, less dividends declared.

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED
MARCH 31, 1999 AND 1998

Overview

      Net income for the three months ended March 31, 1999 was $405  thousand or
$0.09 per share  diluted,  compared to $334  thousand or $0.09 per share diluted
for the same  period in 1998.  On a  pre-tax  basis,  United  Trust  earned  $47
thousand in 1999 versus nil in 1998,  EPW's pre-tax  operating  profits  (before
deducting $90 thousand and $19 thousand of costs  associated with a cash payment
in lieu of the issuance of  performance  shares in 1999 and 1998,  respectively)
increased  to $61 thousand  from $46 thousand  during this period and the Bank's
pre-tax  profits  increased to $785 thousand from $605 thousand during this same
period.

Analysis of Net Interest Income

      Interest  income  for the  three  months  ended  March  31,  1999 was $3.3
million, compared to $2.9 million for the same period in 1998, a $0.4 million or
13.8% increase. This increase in interest income is primarily due to an increase
in earning assets, consisting mostly of loans. Interest expense was $1.4 million
for the three months ended March 31, 1999, compared to $1.2 million for the same
period in 1998, a $0.2 million or 16.7% increase. This increase is primarily due
to the interest  expense  associated  with the  issuance of the Trust  Preferred
securities in December 1998.






                                      -10-
<PAGE>
Provision for Loan Losses

      For the three  months  ended  March 31,  1999,  the  provision  charged to
expense was $225 thousand, compared to $90 thousand for the same period in 1998,
an increase of $135 thousand or 150.0%. The allowance of possible loan losses is
$2.2 million at March 31, 1999. Management's judgement 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  March 31,  1999 was $1.1
million  compared to $0.9  million  for the same period in 1998,  an increase of
$0.2 million or 22.2%. This increase was due to increased  revenues from EPW and
United Trust whose combined revenues  increased $114 thousand during this period
and gains on the sale of SBA loans, which increased by $96 thousand.

Noninterest Expense

      Total  noninterest  expense for the three  months ended March 31, 1999 was
$2.2 million,  compared to $2.0 million for the same period in 1998, an increase
of $0.2  million  or  10.0%.  Substantially  all of this  increase  occurred  in
salaries and  benefits  expense,  and includes $90 thousand  related to the cash
payment  in  lieu  of  the  issuance  of  performance  shares  pursuant  to  the
acquisition agreement of EPW.

LIQUIDITY AND ASSET/LIABILITY MANAGEMENT

       During the three  months  ended March 31,  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,
to purchase loan participations and to purchase  securities.  At March 31, 1999,
the Company had commitments to originate loans totaling $6.6 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 a
Florida-chartered  commercial  bank,  United  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 March 31, 1999, the Bank had
liquidity of approximately $27 million, or approximately 17% of total deposits.

      Management  believes the Bank was in compliance  with all minimum  capital
requirements which it was subject to at March 31, 1999.







                                      -11-
<PAGE>
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" and "Assessment"  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 others that should be assessed for Year
2000 problems,  and to provide further  assessment of the nature and size of the
Year 2000 issues that might  effect the  Company,  respectively.  The Company is
currently in the process of overseeing  its internal  efforts and the efforts of
third parties to timely and properly address the Year 2000 issues that have been
identified,  as well as testing and  validating the actions that have been taken
thus far to  address  those  issues.  It is  expected  that  those  testing  and
validation efforts will be completed by June 30, 1999.

      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 orally advised the Company that it believes its systems
are Year 2000 compliant. The Company is in the process of testing and validating
those  claims.  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 is in the process of
finalizing  contingency  plans to address the most reasonably  likely worst case
scenario relating to the Year 2000 problem. The anticipated  completion date for
those  plans is by June 30,  1999.  If the  Company  is unable for any reason to
timely  complete such a contingency  plan and problems  associated with the Year
2000 issue arise and are not  addressed as expected by the  Company,  as each of
the Company's  business  segments is very  dependent  upon  computer  systems to
effectively  conduct most of their business operations and fulfill most of their
obligations  to  third  parties,  the  Company's  business  operations  could be



                                      -12-
<PAGE>
significantly  disrupted  and the Company's  financial  condition and results of
operations could be significantly  adversely  affected.  The Company's Year 2000
efforts are ongoing and have not yet been completed.  Accordingly,  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  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

         United   Financial  and  United  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.

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 three months
ended March 31, 1999:

         On  February  26,  1999 an  aggregate  of 14,744  shares 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").
                                      -13-
<PAGE>
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.

         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 underwriter  closed on the
over  allotment  and the Company  issued an  additional  57,705 shares of common
stock and $749,600 of additional Trust Preferred securities. Of the net proceeds
of approximately  $9.5 million,  $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. The balance was used for general corporate purposes.

         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 has a $1 million loan advance outstanding
to  Insurance  Holdings.  The  loan has a  maturity  date of June 8,  1999.  One
Director of the Company also serves as a Director of Insurance Holdings.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES
         None.

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

     3.1      Amended and Restated Articles of Incorporation of the Company*
     3.2      Bylaws of the Company*
     4.1      Form  of  Indenture with respect to the Company's 9.4% Junior
              Subordinated Debentures
     4.2      Form of Specimen Junior Subordinated
              Debenture (included in Exhibit 4.1)*
     4.3      Certificate of Trust of UFH Capital Trust I*
     4.4      Trust Agreement of UFH Capital Trust I*
     4.5      Form of Amended and Restated Trust Agreement of UFH Capital
              Trust I*
     4.6      Form of  Certificate for Cumulative Trust Preferred Security of
              UFH Capital Trust I*
     4.7      Form of Guarantee Agreement for UFH Capital Trust I*
     4.8      Form of Agreement as to Expenses and Liabilities*
     4.9      Specimen of Common Stock to be registered hereunder*
    10.1      UFH Stock Option and Incentive Compensation Plan*

                                      -14-
<PAGE>
    10.2      Trust Department Stock Option Plan*
    10.3      Eickhoff, Pieper & Willoughby Stock Option Plan*
    10.4      Modification Agreement*
    10.5      Property Management Agreement between Imaginative Investments,
              Inc and the Southeast Companies of Tampa Bay, Inc.*
    10.6      Employment Agreement of Charles O. Lowe*
    10.7      Employment Agreement of Ward J. Curtis, Jr.*
    10.8      Employment Agreement of Harold J. Winner*
    10.9      Employment Agreement of John H. Pieper*
    10.10     Employment Agreement of Neil W. Savage*
    10.11     Employment Agreement of William A. Eickhoff*
    10.12     Salary Continuation Agreement of Harold J. Winner*
    10.1      Salary Continuation Agreement of Neil W. Savage*
    10.14     Agreement between Willow Green Partnership, LTD and Irwin
              Contracting relating to foreclosed property acquired by
              United Bank*
    10.15     Pinellas Bancshares Corporation 8% Convertible Debentures
              held by Eickhoff & Pieper, a Florida General Partnership*
    10.16     Loan Agreement between AmSouth f/k/a AmSouth Bank of Florida and
              UFH f/k/as Pinellas Bancshares Corporation*
    27        Financial Data Schedule

   *This information is incorporated herein by reference to the Company's Report
     on Form 10-KSB for the period ended December 31, 1998.

(b) Reports on Form 8-K

There were no reports on Form 8-K filed during the period ending March 31, 1999.






























                                      -15-
<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:   MAY 13, 1999                           By:   /S/ NEIL W. SAVAGE
      ----------------                         --------------------------------
                                               Neil W. Savage, President and
                                               Chief Executive Officer

Date:   MAY 13, 1999                           By:   /S/ C. PETER BARDIN
      ----------------                         --------------------------------
                                               C. Peter Bardin, Senior Vice
                                               President and Chief Financial
                                               Officer





































                                      -16-