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, 2001

                                       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                         4,440,421
----------------------------------------         -----------------------------
                Class                            Outstanding as of May 4, 2001

















                         UNITED FINANCIAL HOLDINGS, INC.

                                      INDEX


                                                                       PAGE
                                                                     ========
PART I.  FINANCIAL INFORMATION

     ITEM 1.     Financial Statements (unaudited)

         Condensed Consolidated Balance Sheets -
         At March 31, 2001 and December 31, 2000                          1

         Condensed Consolidated Statements of Earnings -
         For the three months ended March 31, 2001 and 2000               2

         Condensed Consolidated Statements of Comprehensive Income -
         For the three months ended March 31, 2001 and 2000               3

          Condensed Consolidated Statement of Stockholders' Equity -
         For the three months ended March 31, 2001                        4

         Condensed Consolidated Statements of Cash Flows -
         For the three months ended March 31, 2001 and 2000               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                         15


SIGNATURES                                                                16












PART I.  FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS

                United Financial Holdings, Inc. and Subsidiaries
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (in thousands)
                                                 March 31,         December 31,
                                                   2001               2000
ASSETS                                          (UNAUDITED)         (AUDITED)
                                                -----------        -----------
Cash and due from banks                         $     9,890        $     9,420
Federal funds sold                                   14,635              4,961
Securities held to maturity, market
 value of $13,533 and $16,078 respectively           13,386             16,036
Securities available for sale, at market             11,134             11,296
Loans, net                                          187,904            182,028
Premises and equipment, net                          10,607             10,138
Federal Home Loan Bank stock                            507                507
Federal Reserve Bank stock                              226                226
Accrued interest receivable                           1,397              1,458
Intangible assets                                     2,229              1,960
Other real estate owned                                 100                175
Other assets                                          5,422              5,256
                                                 ----------         ----------
       Total assets                              $  257,437         $  243,461
                                                 ==========         ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
Deposits
  Demand                                         $   41,667         $   37,051
  NOW and money market                               71,783             78,887
  Savings & Time Deposits                           101,116             86,214
                                                 ----------         ----------
       Total deposits                               214,566            202,152

Securities sold under agreements to repurchase       12,021             10,163
Accrued interest payable                                749                568
Convertible subordinated debentures                       -                630
Other liabilities                                     2,336              3,662
                                                 ----------         ----------
       Total liabilities                            229,672            217,175
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                         67                 67
  Common stock                                           44                 43
  Paid-in capital                                    10,983             10,052
  Treasury shares                                      (177)              (117)
  Accumulated other comprehensive income                 61                (32)
  Retained earnings                                  10,037              9,523
                                                 ----------         ----------
       Total stockholders' equity                    21,015             19,536
                                                 ----------         ----------
    Total liabilities and stockholders' equity   $  257,437         $  243,461
                                                 ==========         ==========
     See accompanying notes to condensed consolidated financial statements.
                                     - 1 -

                United Financial Holdings, Inc. and Subsidiaries
                  CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                (unaudited) (in thousands, except per share data)
                                                      THREE MONTHS ENDED
                                                    March 31,       March 31,
                                                      2001            2000
                                                  ------------    ------------
Interest income
  Loans and loan fees                             $      4,627    $      3,799
  Securities                                               410             376
  Federal funds sold and securities
     purchased under reverse repurchase agreements
                                                            55              81
                                                  ------------    ------------
       Total interest income                             5,092           4,256

Interest expense
  Deposits                                               1,960           1,441
  Long-term debt and other borrowings                      128              89
  Subordinated debentures issued to subsidiary
     trust                                                 159             159
                                                  ------------    ------------
       Total interest expense                            2,247           1,689
                                                  ------------    ------------

       Net interest income                               2,845           2,567
Provision for loan losses                                  210             150
                                                  ------------    ------------
       Net interest income after provision for
         loan losses                                     2,635           2,417

Other income
  Service charges on deposit accounts                      274             226
  Trust and investment management income                   843             770
  Gain on Sale of Loans                                    140              26
  All other fees and income                                158             146
                                                  ------------    ------------
       Total other income                                1,415           1,168

Other expense
   Salaries and employee benefits                        1,740           1,706
   Occupancy expense                                       187             117
   Furniture and equipment expense                         166             165
   Data Processing                                         190             140
   Marketing and business development                      113              44
   Other operating expenses                                500             645
                                                  ------------    ------------
                                                         2,896           2,817
                                                  ------------    ------------
       Earnings before income taxes                      1,154             768
Income tax expense                                         416             287
                                                  ------------    ------------
       NET EARNINGS                               $        738    $        481
                                                  ============    ============
Earnings Per Share:
   Basic                                          $        .17    $        .11
   Diluted                                        $        .16    $        .11
     See accompanying notes to condensed consolidated financial statements.
                                     - 2 -

                United Financial Holdings, Inc. and Subsidiaries
            CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                           (unaudited) (in thousands)
                                                 March 31,         December 31,
                                                   2001               2000
                                                (UNAUDITED)         (AUDITED)
                                                -----------        -----------
Net earnings                                    $       738        $       481
Other comprehensive income
   Unrealized holding gains (losses)                    141               (105)
   Income tax (expense) benefit related to
     items of other comprehensive income                (48)                36
                                                -----------        -----------

Comprehensive income                            $       831        $       412
                                                ===========        ===========









































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

                United Financial Holdings, Inc. and Subsidiaries
            CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                                   (unaudited)
                                 (in thousands)
                                               7%
                                           Convertible
                               Common       Preferred     Paid-In     Treasury
                                STOCK         STOCK        CAPITAL    SHARES
                            -----------   ------------   ----------  ---------
Balance at December 31,
   2000                     $       43    $       67     $ 10,052    $    (117)
Net Earnings                         -             -             -           -
Dividends on Common
   & Preferred Stock                 -             -             -           -
Accumulated other
   comprehensive income              -             -             -           -
Conversion of
   Debentures                        1             -           629           -
Purchase of
   Treasury Shares                   -             -             -         (60)
Performance Shares
   Issued                            -             -           302           -
                            ----------    ----------     ---------   ---------

Balance at March 31,
   2001                     $       42    $       67     $  10,983   $    (177)
                             =========     =========      ========   =========

(continued below)

                              Accumulated
                                 Other
                             Comprehensive      Retained
                                 INCOME         EARNINGS        TOTAL
                            ----------------  ------------  ---------
Balance at December 31,
   2000                          $    (32)    $     9,523   $  19,536
Net Earnings                             -            738         738
Dividends on Common
   & Preferred Stock                     -          (224)       (224)
Accumulated other
   comprehensive income                 93              -          93
Conversion of
   Debentures                            -              -         630
Purchase of
   Treasury Shares                       -              -        (60)
Performance Shares
   Issued                                -              -         302
                                 ---------      ---------    --------

Balance at March 31,
   2001                         $       61    $    10,037   $  21,015
                                 =========     ==========    ========




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

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

                                                 March 31,            March 31,
                                                   2001                2000
                                                (UNAUDITED)          (AUDITED)
                                                -----------         -----------
Cash flows from operating activities:
    Net earnings                                $       738         $       481
    Adjustments to reconcile net earnings
     to net cash (used in) provided
     by operating activities:
       Provision for loan losses                        210                 150
       Provision for depreciation and amortization      221                 209
       Accretion of securities discount                 (36)                 (2)
       Amortization of unearned loan fees               (75)                (25)
       Amortization of securities premiums                5                   3
       Gain on sales of loans                          (230)                (39)
       Decrease in interest receivable                   61                 156
       Increase in interest payable                     180                   1
       Decrease (increase) in other assets              539                (148)
       Decrease in other liabilities                 (1,956)               (132)
                                                -----------         -----------

         Net cash (used in) provided by
           operating activities                        (343)                654

Cash flows from investing activities:
    Net (increase) in Federal funds sold             (9,674)             (8,340)
    Principal repayments of held to
       maturity securities                              315                 258
    Principal repayments of available for
       sale securities                                  166                 158
    Proceeds from sale of Trading Securities              -                  75
    Proceeds from maturities of available for
       sale securities                                    -               1,000
    Proceeds from maturities of held to
       maturity securities                            2,950                 500
    Purchases of held to maturity securities           (495)                  -
    Proceeds from sales of loans                      2,849                 568
    Net (increase) in loans                          (8,630)             (3,952)
    Capital expenditures                               (656)                (66)
                                                -----------         -----------
          Net cash used in investing activities     (13,175)             (9,799)











                                     - 5 -

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

                                                 March 31,            March 31,
                                                   2001                2000
                                                (UNAUDITED)          (AUDITED)
                                                -----------         -----------

Cash flows from financing activities:
   Net (decrease) increase in demand deposits,
     NOW accounts, money market accounts and
     savings accounts                           $    (2,398)        $     6,296
   Net increase in certificates of deposit           14,812               5,304
   Net increase  in securities sold under             1,858               1,941
     agreements to repurchase
   Dividend paid on Preferred Stock                      (2)                 (4)
   Dividend paid on Common Stock                       (222)               (170)
   Purchase of Treasury Shares                          (60)                  -
                                                -----------         -----------

      Net cash provided by financing activities      13,988              13,367
                                                -----------         -----------

Net increase in cash and due from banks                 470               4,222

Cash and due from banks at beginning of period        9,420               8,866
                                                -----------         -----------

Cash and due from banks at end of period        $     9,890         $    13,088
                                                ===========         ===========


Cash paid during the period for:
   Interest                                     $     2,066         $     1,688
   Income taxes                                 $       595         $       260

SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITY
Non-cash common stock issued                    $       932         $       347

















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

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 EPW Investment Management,  Inc.,
formerly  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, 2001 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,
2000 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 -

                                  FOR THE THREE MONTHS ENDED MARCH 31,
                                  ------------------------------------
                                     2001                      2000
                            ------------------------    -----------------------
                                     Weighted  Per             Weighted  Per
                                     Average   Share           Average   Share
                            Earnings Shares    Amount Earnings Shares    Amount
                            -------- --------- ------ -------- --------- ------
Basic EPS
  Net earnings available to
    Common Stockholders     $    736 4,406,890 $  .17 $    478 4,227,512 $  .11
                                               ======                    ======

Effect of  dilutive  securities
  Incremental  shares  from
  assumed  exercise or
    conversion of:
       Convertible Debt            1    27,162               8   152,789
       Preferred Stock             2    56,233               3    84,345
       Stock Options               -     3,025               -        54
                           --------- ---------        -------- ---------

Diluted EPS
  Net earnings available
    to Common Stockholders
    and assumed
    conversions            $     739 4,493,310 $  .16 $    489 4,464,700 $  .11
                           ========= ========= ====== ======== ========= ======





























                             (Continued on page 8b)
                                     - 8a -

                              (Continued from 8a)
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, 2001 and 2000,
respectively (dollars in thousands):

                          For the three months ended March 31, 2001
                      Commercial   Investment     Trust       Corporate
                      BANKING      MANAGEMENT    SERVICES     & OTHER     TOTAL
                     -----------  ------------  -----------  ---------  -------
Net Interest Income  $     2,967  $         -   $        37  $    (159) $ 2,845
Non Interest Income          602           434          421        (42)   1,415
                     -----------  ------------  -----------  ---------  -------
Total Revenue              3,569           434          458       (201)   4,260
Loan Loss Provision          210             -            -          -      210
Non Interest Expense       2,085           366          432         13    2,896
                     -----------  ------------  -----------  ---------  -------
Pretax Income (Loss)       1,274            68           26       (214)   1,154
Income Taxes (Benefit)       450            25           18        (77)     416
                     -----------  ------------  -----------  ---------  -------
Segment Net Income   $       824  $         43  $         8  $    (137) $   738
                     ===========  ============  ===========  =========  =======

                          For the three months ended March 31, 2000
                      Commercial   Investment     Trust       Corporate
                      BANKING      MANAGEMENT    SERVICES     & OTHER     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
                     ===========  ============= ===========  =========  =======

NOTE 5 - SUBSEQUENT EVENT

Effective  April  1,  2001,  the  Company  completed  the  previously  announced
acquisition of First Security Bank of Sarasota,  Florida.  Consideration for the
acquisition of 100 percent of the outstanding common stock of First Security was
a  combination  of cash and newly  issued  Series  One  Preferred  Stock and was
accounted for using purchase accounting.  No additional financial information is
included, as the acquisition is immaterial to Company's financial statements.







                                     - 8b-

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, 2001 AND DECEMBER 31, 2000

Overview

      Total  assets of the  Company  were  $257.4  million  at March  31,  2001,
compared to $243.5 million at December 31, 2000, an increase of $13.9 million or
5.7%. 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 $24.5 million at March 31, 2001, compared to
$27.3  million  at  December  31,  2000,  a decrease  of $2.8  million or 10.3%.
Included in  investment  securities  at March 31,  2001,  were $11.1  million of
securities  held  as  "available  for  sale"  to  provide  the  Company  greater
flexibility  to  respond  to  changes in  interest  rates and  liquidity.  These
securities have been recorded at market value.

Loans

      Total  loans were  $192.1  million at March 31,  2001,  compared to $185.8
million at December 31, 2000, an increase of $6.3 million or 3.4%.  For the same
period, real estate mortgage loans increased by $4.0 million or 3.4%, commercial
loans increased by $2.1 million or 3.4%, and all other loans including  consumer
loans were  unchanged.  Loans net of allowance  for loan loss and unearned  fees
were $187.9 million at March 31, 2001 compared to $182.0 million at December 31,
2000.









                                     - 9 -

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

                                         MARCH 31, 2001       DECEMBER 31, 2000
                                         --------------       -----------------
Real estate mortgage loans:
  Commercial real estate                 $      88,150        $      84,556
  One-to-four family residential                 9,943                9,685
  Multifamily residential                       15,624               16,185
  Construction and land development              7,064                6,382
                                         -------------        -------------
      Total real estate mortgage loans         120,781              116,808

Commercial loans                                64,133               61,970
Consumer loans                                   5,483                5,501
Other loans                                      1,632                1,551
                                         -------------        -------------
  Gross loans                                  192,029              185,830
Allowances for loan losses                      (2,995)              (2,761)
Unearned fees                                   (1,130)              (1,041)
                                         -------------        -------------
      Total loans net of allowance       $     187,904        $     182,028
        and unearned fees                =============        =============

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 -

      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, 2001         MARCH 31, 2000
                                   --------------         ---------------
Allowance at beginning of period    $       2,761          $        2,341
Charge-offs:
  Real estate loans                             -                       -
  Commercial loans                              5                      27
  Consumer loans                                2                      15
                                    -------------          --------------
      Total charge-offs                         7                      42
Recoveries:
  Real estate loans                            20                       -
  Commercial loans                             10                       -
  Consumer loans                                1                       -
                                    -------------          --------------
      Total recoveries                         31                       -
Net charge-offs                               (24)                     42
Provision for loan losses                     210                     150
                                    -------------          --------------
Allowance at end of period          $       2,995          $        2,449
                                    =============          ==============
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):
                                    MARCH 31, 2001          DECEMBER 31, 2000
                                    --------------          -----------------
Real estate loans                     $        485             $        309
Commercial loans                               374                      277
Consumer loans                                   -                        -
                                      ------------             ------------
   Total non-accrual loans                     859                      586
Other Real Estate                              100                      175
Accruing Loans 90 days past due..                -                      107
                                      ------------             ------------
   Total nonperforming assets         $        959             $        868
                                      ============             ============
Bank Premises and Equipment
      Bank premises and equipment was $10.6 million at March 31, 2001,  compared
to $10.1 million at December 31, 2000, an increase of $.5 million or 4.9%.  This
increase was primarily due to the  acquisition of land for a future bank office,
less the  depreciation  of the  buildings  and  equipment  and  amortization  of
leasehold improvements.
                                    - 11 -

Deposits

      Total deposits were $214.6  million at March 31, 2001,  compared to $202.2
million at December 31, 2000, an increase of $12.4  million or 6.1%.  During the
three months ended March 31, 2001 demand  deposits  increased $4.6 million,  NOW
and money market deposits decreased $7.1 million,  and savings deposits and time
deposits increased $14.9 million.

Long-term Debt and Convertible Subordinated Debentures

      There  was  no   long-term   debt   outstanding   (excluding   convertible
subordinated debentures) at either March 31, 2001 or December 31, 2000. At March
31, 2001 there were no  convertible  subordinated  debentures  outstanding.  The
balance of  convertible  subordinated  debentures  at December 31, 2000 was $630
thousand.  These  debentures  were  called in  January  2001,  at which time the
holders elected to convert the debentures into Common Stock.

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 $21.0  million at March 31,  2001,  or 8.16% of
total assets,  compared to $19.5  million,  or 8.01% of total assets at December
31, 2000. At March 31, 2001,  the Bank's Tier I (core)  Capital ratio was 7.85%,
its Tier I Risk-based  Capital ratio was 9.16%, and its Total Risk-based Capital
ratio was 10.41%.  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, 2001 AND 2000

Overview

      Net income for the three months ended March 31, 2001 was $738  thousand or
$0.16 per share  diluted,  compared to $481  thousand or $0.11 per share diluted
for the same  period in 2000.  On a  pre-tax  basis,  United  Trust  earned  $26
thousand in 2001 versus $58 thousand in 2000,  EPW's pre-tax  operating  profits
increased to $68 thousand from a $190 thousand loss during this period (the loss
included  $280 thousand of costs  associated  with a cash payment in lieu of the
issuance of  performance  shares) and the Bank's  pre-tax  profits  increased to
$1,274 thousand from $1,139 thousand during this same period.






                                    - 12 -

Analysis of Net Interest Income

      Interest  income  for the  three  months  ended  March  31,  2001 was $5.1
million, compared to $4.3 million for the same period in 2000, a $0.8 million or
18.6% increase. This increase in interest income is primarily due to an increase
in earning assets,  consisting mostly of loans and federal funds sold.  Interest
expense was $2.2 million for the three months ended March 31, 2001,  compared to
$1.7 million for the same period in 2000, a $0.5 million or 29.4% increase. This
increase is primarily due to an increase in interest  bearing deposits and other
borrowings.

Provision for Loan Losses

      For the three months ended March 31, 2001,  the  provision for loan losses
charged to expense was $210  thousand,  compared to $150  thousand  for the same
period in 2000, an increase of $60 thousand or 40.0%.  The allowance of possible
loan losses was $3.0 million at March 31, 2001.  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,  2001 was $1.4
million  compared to $1.2  million  for the same period in 2000,  an increase of
$0.2 million or 16.7%. This increase was primarily due to increased  revenues of
$114 thousand from the sale of the guaranteed  portion of SBA loans and from EPW
and United Trust whose  combined  revenues  increased  $73 thousand  during this
period.

Noninterest Expense

      Total  noninterest  expense for the three  months ended March 31, 2001 was
$2.9 million  compared to $2.8 million for the same period in 2000,  an increase
of $0.1  million  or 3.6%.  This  increase  was due to  increases  in salary and
benefits  expense  of $34  thousand,  occupancy  expense of $70  thousand,  data
processing  expense of $50  thousand,  and  marketing  and business  development
expense of $69 thousand, offset by a decrease in other operating expense of $145
thousand, which includes $105 thousand in consulting expense.

LIQUIDITY

       During the three  months  ended March 31,  2001,  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, 2001, the Company had commitments to originate
loans  totaling  $10.8  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

                                    - 13-

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,  2001,  the Bank had  liquidity of  approximately  $31.6  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, 2001.

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, 2001:

         On January 5, 2001, the Company called the $630 thousand of convertible
subordinated  debentures  that  were  issued  in 1996 in  conjunction  with  the
acquisition of EPW Investment Management,  Inc. The holders of these convertible
debentures  elected to convert their debentures into common stock,  resulting in
the Company issuing 152,783 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.

         On January  31,  2001,  an  aggregate  of 39,721  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").
These are the final  shares  issued  pursuant to this plan.  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.



                                    - 14 -

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

         None.

(b) Reports on Form 8-K

         There were no reports on Form 8-K filed during the period  ending March
31, 2001.
















































                                    - 15 -

                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 8, 2001      By:   /S/ NEIL W. SAVAGE
      ---------------         -------------------
                              Neil W. Savage
                              President and Chief Executive Officer



Date:   MAY 8, 2001      By:   /S/ C. PETER BARDIN
      ---------------         --------------------
                              C. Peter Bardin
                              Senior Vice President and Chief Financial Officer
                              (Principal Financial and Accounting Officer)