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, 2000
                                       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                        4,230,000
---------------------------------             ----------------
        Class                                 Outstanding as of April 28, 2000
<PAGE>

                         UNITED FINANCIAL HOLDINGS, INC.

                                      INDEX


                                                                          PAGE

PART I.  FINANCIAL INFORMATION

     ITEM 1.     Financial Statements (unaudited)

         Condensed Consolidated Balance Sheets -
         At March 31, 2000 and December 31, 1999                             1

         Condensed Consolidated Statements of Earnings -
         For the three months ended March 31, 2000                           2

         Condensed Consolidated Statements of Comprehensive Income -
         For the three months ended March 31, 2000                           3

         Condensed Consolidated Statement of Stockholders' Equity -
         For the three months ended March 31, 2000                           4

         Condensed Consolidated Statements of Cash Flows -
         For the three months ended March 31, 2000 and 1999                5-6

         Notes to Condensed Consolidated Financial Statements              7-8

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


PART II.  OTHER INFORMATION

     ITEM 1.     Legal Proceedings                                          14

     ITEM 2.     Changes in Securities and Use of Proceeds                  14

     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


SIGNATURES                                                                  15










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

                United Financial Holdings, Inc. and Subsidiaries
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)
                                                  March 31,     December 31,
                                                    2000           1999
                                                 (unaudited)     (audited)
ASSETS                                           ------------   -------------
Cash and due from banks                          $    13,088    $      8,866
Federal funds sold                                    11,257           2,917
Trading securities                                         -              82
Securities held to maturity, market value of
  $13,531 and $14,072 respectively                    14,020          14,541
Securities available for sale, at market               8,464           9,924
Loans, net                                           156,795         153,497
Premises and equipment, net                            9,505           9,619
Federal Home Loan Bank stock                             507             507
Federal Reserve Bank stock                               204             204
Intangible assets                                      2,049           1,748
Other real estate owned                                1,515           1,528
Other assets                                           6,070           6,048
                                                 -----------    ------------
 Total assets                                    $   223,474    $    209,481
                                                 ===========    ============

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
 Demand                                          $    38,018    $     32,936
  NOW and money market                                68,983          67,914
  Savings & Time Deposits                             79,696          74,248
                                                 -----------    ------------
  Total deposits                                     186,697         175,098

Securities sold under agreements to repurchase         9,247           7,307
Convertible subordinated debentures                      630             630
Other liabilities                                      2,742           2,874
  Total liabilities                                  199,316         185,909

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

STOCKHOLDERS' EQUITY
  7% convertible preferred stock                         100             100
  Common stock                                            42              42
  Paid-in capital                                     10,019           9,672
  Accumulated other comprehensive income                (301)           (232)
  Retained earnings                                    7,548           7,240
                                                 -----------    ------------
  Total stockholders' equity                          17,408          16,822
                                                 -----------    ------------
 Total liabilities and stockholders' equity      $   223,474    $    209,481
                                                 ===========    ============

     See accompanying notes to condensed consolidated financial statements.
                                     - 1 -
<PAGE>
                United Financial Holdings, Inc. and Subsidiaries
                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                   (unaudited)
                      (in thousands, except per share data)
                                                      Three Months Ended
                                                  March 31,         March 31,
                                                   2000              1999
                                                 ----------        -----------
Interest income
  Loans and loan fees                            $   3,799          $  2,873
  Securities                                           376               421
  Federal funds sold and securities purchased
     under reverse repurchase agreements                81                48
                                                 -----------       -----------
       Total interest income                         4,256             3,342

Interest expense
  Deposits                                           1,441             1,135
  Long-term debt and other borrowings                   89                66
  Subordinated debentures issued to subsidiary
     trust                                             159               157
                                                 -----------       -----------
       Total interest expense                        1,689             1,358
                                                 -----------       -----------
       Net interest income                           2,567             1,984
Provision for loan losses                              150               225
                                                 -----------       -----------
       Net interest income after provision
         for loan losses                             2,417             1,759

Other income
  Service charges on deposit accounts                  226               176
  Trust and investment management
     income                                            770               663
  Gain on Sale of Loans                                 26               112
  All other fees and income                            146               172
                                                 -----------       -----------
       Total other income                            1,168             1,123

Other expense
   Salaries and employee benefits                    1,706             1,366
   Occupancy expense                                   117               130
   Furniture and equipment expense                     165               141
   Data Processing                                     140               131
   Marketing and business development                   44                41
   Other operating expenses                            645               438
                                                 -----------       -----------
                                                     2,817             2,247
                                                 -----------       -----------
       Earnings before income taxes                    768               635
Income tax expense                                     287               230
                                                 -----------       -----------
       NET EARNINGS                              $     481         $     405
                                                 ===========       ===========
Earnings Per Share:
   Basic                                         $     .11         $     .10
   Diluted                                       $     .11         $     .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)
                                                      Three Months Ended
                                                  March 31,         March 31,
                                                   2000              1999
                                                 -----------       -----------
Net earnings                                     $       481       $       405
Other comprehensive income
   Unrealized holding losses                            (105)             (117)
   Income tax benefit related to
     items of other comprehensive income                  36                40
                                                 -----------        -----------

Comprehensive income                             $       412        $       328
                                                 ===========        ===========








































     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%            Accumu-
                                    Convert-        lated
                                     ible           Other
                                    Pre-            Compre-
                            Common  ferred Paid-In  hensive  Retained
                            Stock   Stock  Capital  Income   Earnings  Total
                            ------  ------ -------  -------  -------- ---------

Balance at December 31,
   1999                     $   42  $  100 $ 9,672  $  (232) $  7,240 $ 16,822
Net Earnings                     -       -       -        -       481      481
Dividends on Common
   & Preferred Stock             -       -       -        -      (173)    (173)
Accumulated other
   comprehensive income          -       -       -      (69)        -      (69)
Performance Shares
   Issued                        -       -     347        -         -      347
                            ------  ------ -------  -------  -------- ---------

Balance at March 31,
   2000                     $   42  $  100 $10,019  $  (301) $  7,548 $ 17,408
                            ======  ====== =======  =======  ======== ========






























     See accompanying notes to condensed consolidated financial statements.
                                     - 4 -
<PAGE>
                United Financial Holdings, Inc. and Subsidiaries
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
                                 (in thousands)
                                                      Three Months Ended
                                                  March 31,         March 31,
                                                   2000              1999
                                                 ----------        -----------
Cash flows from operating activities:
    Net earnings                                 $      481        $       405
    Adjustments to reconcile net earnings
     to net cash cash provided by (used in)
     operating activities
       Provision for loan losses                        150                225
       Provision for depreciation and
        amortization                                    209                183
       Unrealized gain on trading securities              -                 (5)
       Accretion of securities discount                  (2)                (4)
       Amortization of unearned loan fees               (25)               (37)
       Amortization of securities premiums                3                  5
       Gain on sales of loans                           (39)              (206)
       Decrease in interest receivable                  156                 86
       Increase (decrease) in interest payable            1                 (1)
       (Increase) in other assets                      (494)              (855)
       (Decrease) in other liabilities                 (132)              (796)
                                                 ----------         ----------
         Net cash provided by (used in)
          operating activities                          308             (1,000)

Cash flows from investing activities:
    Purchase of Federal Reserve Bank stock
     and FHLB stock                                       -                (73)
    Net (increase) in Federal funds sold             (8,340)            (1,809)
    Principal repayments of held to maturity
     securities                                         258                509
    Principal repayments of available for sale
     securities                                         158                320
    Proceeds from sale of Trading Securities             75                  -
    Proceeds from maturities of available for
     sale securities                                  1,000              2,404
    Proceeds from maturities of held to
     maturity securities                                500                 50
    Purchases of available for sale securities            -             (2,000)
    Purchases of held to maturity securities              -               (372)
    Proceeds from sales of loans                        568              2,001
    Net (increase) in loans                          (3,952)            (8,845)
    Capital expenditures                                (66)              (659)
                                                 ----------         ----------

          Net cash used in investing activities      (9,799)            (8,474)





                                   (continued)

     See accompanying notes to condensed consolidated financial statements.
                                     - 5 -
<PAGE>
                United Financial Holdings, Inc. and Subsidiaries
           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - CONTINUED
                                   (unaudited)
                                 (in thousands)
                                                      Three Months Ended
                                                   March 31,        March 31,
                                                    2000             1999
                                                 -----------       -----------
Cash flows from financing activities:
   Net increase in demand deposits, NOW accounts,
     money market accounts and savings accounts  $     6,296       $     6,327
   Net increase in certificates of deposit             5,304             5,245
   Net increase (decrease) in securities sold
     under agreements to repurchase                    1,941            (1,586)
   Repayment of long-term debt                             -               (34)
   Issuance of Company-obligated mandatory
     redeemable capital securities of subsidiary
     trust holding solely
     subordinated debentures of the Company                -               750
   Issuance of common stock                              346               490
   Dividend paid on preferred stock                       (4)               (7)
   Dividend paid on common stock                        (170)             (163)
                                                 -----------       -----------

         Net cash provided by financing
          activities                                  13,713            11,022
                                                 -----------       -----------

Net increase in cash and due from banks                4,222             1,548

Cash and due from banks at beginning of period         8,866             7,967
                                                 -----------       -----------

Cash and due from banks at end of period         $    13,088       $     9,515
                                                 ===========       ===========

Cash paid during the period for:
   Interest                                      $     1,688       $     1,359
   Income taxes                                  $       260       $        65

Supplemental Disclosure of Non-cash Activity
Non-cash common stock issued                     $       347       $       112















     See accompanying notes to condensed consolidated financial statements.
                                     - 6 -
<PAGE>
UNITED FINANCIAL HOLDINGS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - HOLDING COMPANY AND SUBSIDIARIES BACKGROUND INFORMATION

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

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

NOTE 2 - BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements have been
prepared in accordance with generally accepted accounting principles for interim
financial information. In the opinion of management, all adjustments, consisting
primarily of normal recurring adjustments,  necessary for a fair presentation of
the results for the interim  periods  have been made to fairly state the results
for the interim  periods.  The results of  operations  of the three months ended
March 31, 2000 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,
1999 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 preferred
stock and the exercise of 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,
                                -------------------------------------
                                   2000                      1999
                          ------------------------- ---------------------------
                                   Weighted  Per             Weighted  Per
                                   Average   Share           Average   Share
                          Earnings Shares    Amount Earnings Shares    Amount
                          -------- --------- ------ -------- --------- --------
Basic EPS
  Net earnings available
   to Common Stockholders $    478 4,227,512 $  .11 $    398 4,051,133 $  .10
                                             ======                    ======

Effect of  dilutive
  securities  Incremental
  shares  from  assumed
  exercise or
  conversion of:
       Convertible Debt          8   152,789               8   152,790
       Preferred Stock           3    84,345               7   175,860
       Stock Options             -        54               -         -
                          -------- ---------        -------- ---------

Diluted EPS
  Net earnings available
    to Common
    Stockholders and
    assumed
    conversions           $    489 4,464,700 $  .11 $    413 4,379,783 $  .09
                          ======== ========= ====== ======== ========= ======


NOTE 4 - BUSINESS SEGMENT INFORMATION

      United Financial has three reportable segments:  Commercial Banking, Trust
Services,  and  Investment  Management  Services.  Corporate and Other  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 months ended March 31, 2000 and 1999,
respectively(Dollars in Thousands):

















                                (Continued on 8b)
                                    - 8a -
<PAGE>
NOTE 4 - BUSINESS SEGMENT INFORMATION (Continued from 8a)

                                 For the three months ended March 31, 2000
                        Commercial  Investment   Trust     Corporate
                        Banking     Management   Services  & Overhead   Total
                        ----------  ----------   --------  ----------   -------
Net Interest Income     $    2,678  $        -   $     51  $     (162)  $ 2,567
Non Interest Income            431         419        363         (45)    1,168
                        ----------  ----------   --------  ----------   -------
Total Revenue                3,109         419        414        (207)    3,735
Loan Loss Provision            150           -          -           -       150
Non Interest Expense         1,820         609        356          32     2,817
                        ----------  ----------   --------  ----------   -------
Pretax Income (Loss)         1,139        (190)        58        (239)      768
Income Taxes (Benefit)         414         (71)        30         (86)      287
                        ----------  ----------   --------  ----------   -------
Segment Net Income      $      725  $     (119)  $     28  $     (153)  $   481
                        ==========  ==========   ========  ==========   =======

                                 For the three months ended March 31, 1999
                        Commercial  Investment   Trust     Corporate
                        Banking     Management   Services  & Overhead   Total
                        ----------  ----------   --------  ----------   -------
Net Interest Income     $    2,098  $        -   $     42  $     (156)  $ 1,984
Non Interest Income            459         398        278         (12)    1,123
                        ----------  ----------   --------  ----------   -------

Total Revenue                2,557         398        320        (168)    3,107
Loan Loss Provision            225           -          -           -       225
Non Interest Expense         1,547         427        273           -     2,247
                        ----------  ----------   --------  ----------   -------

Pretax Income (Loss)           785         (29)        47        (168)      635
Income Taxes (Benefit)         279         (10)        22         (61)      230
                        ----------  ----------   --------  ----------   -------

Segment Net Income      $      506  $      (19)  $     25  $     (107)  $   405
                        ==========  ==========   ========  ==========   =======




















                                    - 8b -
<PAGE>
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 MARCH 31, 2000 AND DECEMBER 31, 1999

Overview

      Total  assets of the  Company  were  $223.5  million  at March  31,  2000,
compared to $209.5 million at December 31, 1999, an increase of $14.0 million or
6.7%. This increase was primarily the result of the Company's internal growth of
earning assets (primarily federal funds sold and loans) 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 $22.5 million at March 31, 2000, compared to
$24.4 million at December 31, 1999, a decrease of $1.9 million or 7.8%. Included
in investment securities at March 31, 2000, were $8.5 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  $160.3  million at March 31,  2000,  compared to $156.9
million at December 31, 1999, an increase of $3.4 million or 2.2%.  For the same
period,  real estate mortgage loans increased by $.5 million or .5%,  commercial
loans increased by $3.6 million or 8.6%, and all other loans including  consumer
loans  decreased by $.7 million or 10.3%.  Loans net of allowance  for loan loss
and  unearned  fees were  $156.8  million at March 31,  2000  compared to $153.5
million at December 31, 1999.









                                    - 9 -
<PAGE>
      The following table sets forth  information  concerning the loan portfolio
by collateral types as of the dates indicated (dollars in thousands):

                                            March 31,            December 31,
                                              2000                   1999
                                          --------------         --------------
Real estate mortgage loans:
  Commercial real estate                  $      82,279          $      82,622
  One-to-four family residential                  8,406                  7,933
  Multifamily residential                        13,798                 13,603
  Construction and land development               4,789                  4,585
                                          --------------         --------------
      Total real estate mortgage loans          109,272                108,743

Commercial loans                                 44,935                 41,358
Consumer loans                                    5,222                  5,930
Other loans                                         846                    839
                                          --------------         --------------
  Gross loans                                   160,275                156,870
Allowances for loan losses                       (2,449)                (2,341)
Unearned fees                                    (1,031)                (1,032)
                                          --------------         --------------
      Total loans net of allowance
      and unearned fees                   $     156,795          $      153,497
                                          =============          ==============

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
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.
                                   - 10 -
<PAGE>
      The following table sets forth information  concerning the activity in the
allowance for loan losses during the periods indicated (dollars in thousands):
                                              For the three months ended
                                         March 31, 2000         March 31, 1999
                                         --------------         --------------
Allowance at beginning of period         $        2,341         $        1,984
Charge-offs:
  Real estate loans                                   -                      -
  Commercial loans                                   27                      -
  Consumer loans                                     15                      2
                                         --------------         --------------
      Total charge-offs                              42                      2
Recoveries:
  Real estate loans                                   -                      -
  Commercial loans                                    -                      -
  Consumer loans                                      -                      -
                                         --------------         --------------
      Total recoveries                                -                      -
Net charge-offs                                      42                      2
Provision for loan losses                           150                    225
                                         --------------         --------------
Allowance at end of period               $        2,449         $        2,207
                                         ==============         ==============
Nonperforming Assets
      Nonperforming  assets  include 1) loans which are 90 days or more past due
and have been placed into non-accrual status; 2) accruing loans that are 90 days
or more delinquent that are deemed by management to be adequately secured and in
the  process of  collection;  and 3) ORE (i.e.,  real  estate  acquired  through
foreclosure or deed in lieu of  foreclosure).  All delinquent loans are reviewed
on a regular basis and are placed on non-accrual  status when, in the opinion of
management,   the  possibility  of  collecting  additional  interest  is  deemed
insufficient to warrant further accrual. As a matter of policy,  interest is not
accrued on loans past due 90 days or more  unless the loan is both well  secured
and in  process  of  collection.  When a loan is placed in  non-accrual  status,
interest accruals cease and uncollected accrued interest is reversed and charged
against current income.  Additional  interest income on such loans is recognized
only when received.

      The following  table sets forth  information  regarding the  components of
nonperforming assets at the dates indicated (dollars in thousands):
                                              For the three months ended
                                         March 31, 2000      December 31, 1999
                                         --------------      -----------------
Real estate loans                        $        2,041      $        1,462
Commercial loans                                    522                 453
Consumer loans                                        -                   -
                                         --------------      --------------
   Total non-accrual loans                        2,563               1,915
Other Real Estate                                 1,515               1,528
Accruing Loans 90 days past due..                    41                 441
                                         --------------      --------------
   Total nonperforming assets            $        4,119      $        3,884
                                         ==============      ==============
Bank Premises and Equipment
      Bank premises and  equipment was $9.5 million at March 31, 2000,  compared
to $9.6 million at December  31,  1999, a decrease of $.1 million or 1.0%.  This
decrease was  primarily due to the  depreciation  of the buildings and equipment
and amortization of leasehold improvements.
                                   - 11 -
<PAGE>
Deposits
      Total deposits were $186.7  million at March 31, 2000,  compared to $175.1
million at December 31, 1999, an increase of $11.6  million or 6.6%.  During the
three months ended March 31, 2000, demand deposits  increased $5.1 million,  NOW
and money market deposits increased $1.1 million,  and savings deposits and time
deposits increased $5.4 million.

Long-term Debt and Convertible Subordinated Debentures
      There  was  no   long-term   debt   outstanding   (excluding   convertible
subordinated  debentures) at either March 31, 2000 or December 31, 1999.  During
both  periods,  $630  thousand  in  convertible   subordinated  debentures  were
outstanding.

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

Stockholders' Equity
      Stockholders'  equity  was $17.4  million at March 31,  2000,  or 7.79% of
total assets,  compared to $16.8  million,  or 8.02% of total assets at December
31, 1999. At March 31, 2000,  the Bank's Tier I (core)  Capital ratio was 7.67%,
its Tier I Risk-based  Capital ratio was 9.10%, and its Total Risk-based Capital
ratio was 10.35%.  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 first quarter 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
MARCH 31, 2000 AND 1999

Overview
      Net income for the three months ended March 31, 2000 was $481  thousand or
$0.11 per share  diluted,  compared to $405  thousand or $0.09 per share diluted
for the same  period in 1999.  On a  pre-tax  basis,  United  Trust  earned  $59
thousand in 2000 versus $47 thousand in 1999,  EPW's pre-tax  operating  profits
(before  deducting $280 thousand of costs associated with a cash payment in lieu
of the  issuance of  performance  shares)  increased  to $90  thousand  from $61
thousand during this period and the Bank's pre-tax  profits  increased to $1,138
thousand from $785 thousand during this same period.

Analysis of Net Interest Income
      Interest  income  for the  three  months  ended  March  31,  2000 was $4.3
million, compared to $3.3 million for the same period in 1999, a $1.0 million or
30.3% increase. This increase in interest income is primarily due to an increase
in earning assets,  consisting  mostly of loans as well as a general increase in
interest  rates.  Interest  expense was $1.7  million for the three months ended
March 31,  2000,  compared to $1.4  million for the same period in 1999,  a $0.3
million or 21.4%  increase.  This  increase is  primarily  due to an increase in
interest bearing liabilities as well as a general increase in interest rates.



                                   - 12 -
<PAGE>
Provision for Loan Losses

      For the three months ended March 31, 2000,  the  provision for loan losses
charged to expense was $150  thousand,  compared to $225  thousand  for the same
period in 1999, a decrease of $75 thousand or 33.3%.  The  allowance of possible
loan losses was $2.4 million at March 31, 2000.  Management's judgment as to the
adequacy of the allowance is based upon a number of assumptions about the future
events which it believes to be reasonable, but which may or may not be accurate.
Because of the inherent  uncertainty of  assumptions  made during the evaluation
process,  there can be no assurance  that loan losses in future periods will not
exceed the allowance for loan losses or that  additional  provisions will not be
required.

Noninterest Income

      Noninterest  income for the three  months  ended  March 31,  2000 was $1.2
million  compared to $1.1  million  for the same period in 1999,  an increase of
$0.1 million or 9.1%. This increase was primarily due to increased revenues from
EPW and United Trust whose combined revenues increased $106 thousand during this
period.

Noninterest Expense

      Total  noninterest  expense for the three  months ended March 31, 2000 was
$2.8 million  compared to $2.2 million for the same period in 1999,  an increase
of $0.6  million or 27.3%.  This  increase  was due to  increases  in salary and
benefits  expense of $340 thousand (which includes $280 thousand  related to the
cash  payment in lieu of the  issuance  of  performance  shares  pursuant to the
acquisition  of EPW),  furniture  and equipment  expense of $24  thousand,  data
processing expense of $9 thousand, and other operating expense of $207 thousand,
which  includes  $111  thousand  in  consulting  expense  and REO expense of $23
thousand.

LIQUIDITY

       During the three  months  ended March 31,  2000,  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 March 31, 2000, the Company had commitments to originate
loans  totaling  $7.8  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, the
Bank is required  to  maintain a liquidity  reserve of at least 15% of its total
transaction  accounts  and 8% of its total  nontransaction  accounts  less those
deposits of certain public funds.  The liquidity  reserve may consist of cash on
hand, cash on demand with other  correspondent  banks and other  investments and
short-term  marketable  securities  as defined,  such as federal  funds sold and
United States  securities or securities  guaranteed by the United States.  As of
March 31,  2000,  the Bank had  liquidity of  approximately  $29.7  million,  or
approximately 15% of total deposits.

      Management  believes the Bank was in compliance  with all minimum  capital
requirements that it was subject to at March 31, 2000.


                                   - 13 -
<PAGE>
PART II.  OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

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

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, 2000:

         On January  31,  2000,  an  aggregate  of 51,827  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").
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.

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

     10        Data Processing Services contract with FiServ Solutions, Inc.
     27       Financial Data Schedule

(b) Reports on Form 8-K

     There were no reports on Form 8-K filed during the period  ending March 31,
2000.










                                   - 14 -
<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 5, 2000                       By:   /s/ NEIL W. SAVAGE
      ---------------                     -------------------
                                          Neil W. Savage
                                          President and
                                          Chief Executive Officer

Date:   May 5, 2000                       By:   /s/ C. PETER BARDIN
      ---------------                     --------------------
                                          C. Peter Bardin
                                          Senior Vice President and
                                          Chief Financial Officer
                                          (Principal Financial and
                                          Accounting Officer)































                                   - 15 -