**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q**





(Mark
      One)





x
            QUARTERLY
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934For
                the quarterly period ended March 31,
                2008





o
            TRANSITION
                REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934




For
      the transition period from ___________________ to
      ___________________





Commission
      file no. 001-33143




Maiden
      Holdings, Ltd.





(Exact
      name of registrant as specified in its charter)




Bermuda
            04-3106389(State
                or other jurisdiction of
            (IRS
                Employer Identification No.)incorporation
                or organization)48
                Par-la-Ville Road, Suite 1141 HM11
            HM11(Address
                of principal executive offices)
            (Zip
                Code)





(441)
      292-7090


(Registrant’s
      telephone number, including area code)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 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 o





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check
      one):





Large
      accelerated filer o Accelerated
      FileroNon-accelerated
      filerx





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Securities Exchange Act). Yes o No x





As
      of June 19, 2008, the Registrant had one class of Common Stock ($.01 par value),
      of which 59,550,000 shares were issued and outstanding.







INDEX





PagePART
                I
            
            FINANCIAL
                INFORMATIONItem
                1.
            
            Unaudited
                Financial Statements:Consolidated
                Balance Sheets as of March 31, 2008 and December 31, 2007
            
            3Consolidated
                Statement of Income for the three months ended March 31, 2008
            
            4Consolidated
                Statement of Cash Flows for the three months ended March 31, 2008
            
            5Consolidated
                Statement of Changes in Shareholders’ Equity for the three months ended
                March 31, 2008
            
            6Notes
                to Consolidated Financial Statements
            
            7Item
                2.
            
            Management’s
                Discussion and Analysis of Financial Condition and Results of
                Operations
            
            16Item
                3.
            
            Quantitative
                and Qualitative Disclosures About Market Risk
            
            24Item
                4.
            
            Controls
                and Procedures
            
            26PART
                II
            
            OTHER
                INFORMATIONItem
                6.
            
            Exhibits
            
            27Signatures
            
            28




2





PART
      1 -
      FINANCIAL INFORMATION





Item 1. Financial Statements







**MAIDEN
      HOLDINGS, LTD** .


**CONSOLIDATED
      BALANCE SHEETS**


**(in
      thousands (000’s), except per share data)**




**(unaudited)****March
                31, 2008**
            
            **December
                31, 2007****Assets**Fixed
                maturities, available-for-sale, at fair value (amortized cost $609,063;
                $488,765)
            
            **$**
            **581,890**
            
            **$**
            **474,789**Other
                investments, at fair value (cost $15,199; $15,176)
            
            
            **12,383**
            
            
            **15,656****Total
                investments**
            
            
            **594,273**
            
            
            **490,445**Cash
                and cash equivalents
            
            
            **43,004**
            
            
            **35,729**Accrued
                investment income
            
            
            **5,212**
            
            
            **3,204**Reinsurance
                balances receivable, net (primarily with related parties - see
                note 8)
            
            
            **79,980**
            
            
            **27,990**Loan
                to related party (see note 8)
            
            
            **113,542**
            
            
            **113,542**Prepaid
                expenses and other assets
            
            
            **447**
            
            
            **454**Deferred
                commission and other acquisition costs (primarily with related parties
                -
                see note 8)
            
            
            **58,674**
            
            
            **44,215**Furniture
                andequipment,
                net
            
            
            **64**
            
            
            **29****Total
                Assets**
            
            **$**
            **895,196**
            
            **$**
            **715,608****Liabilities
                and Shareholders’ Equity****Liabilities**Loss
                and loss adjustment expense reserves (primarily with related parties
                - see
                note 8)
            
            **$**
            **61,648**
            
            **$**
            **38,508**Unearned
                premiums (primarily with related parties - see
                note 8)
            
            
            **174,293**
            
            
            **137,166**Accrued
                expenses and other liabilities
            
            
            **4,056**
            
            
            **2,589**Due
                to broker
            
            
            **22,450**
            
            
            -Securities
                sold under agreements to repurchase, at contract value
            
            
            **102,172**
            
            
            -**Total
                Liabilities**
            
            
            **364,619**
            
            
            **178,263****Shareholders’
                Equity:**Common
                shares, $0.01 par value; 100,000,000 shares authorized, 59,550,000
                issued
                and outstanding
            
            
            **596**
            
            
            **596**Additional
                paid-in capital
            
            
            **529,834**
            
            
            **529,647**Accumulated
                other comprehensive loss
            
            
            **(29,989**
            **)**
            
            **(13,496**
            **)**Retained
                earnings
            
            
            **30,136**
            
            
            **20,598****Total
                Shareholders’ Equity**
            
            
            **530,577**
            
            
            **537,345****Total
                Liabilities and Shareholders’ Equity**
            
            **$**
            **895,196**
            
            **$**
            **715,608**


*See
      accompanying notes to the unaudited consolidated financial
      statements.*


3


**MAIDEN
      HOLDINGS, LTD**.


**CONSOLIDATED
      STATEMENT OF INCOME**


**(in
      thousands (000’s), except per share data)**


**(Unaudited)**




**For
                the Three**
              **Months
                Ended**
              **March
                31, 2008****Revenues:**Premium
                income:Net
                premiums written (primarily with related parties - see
                note 8)
            
            **$**
            **102,432**Change
                in unearned premiums
            
            
            **(37,127**
            **)****Net
                earned premium**
            
            
            **65,305**Net
                investment income
            
            
            **7,609**Net
                realized investment gains
            
            
            **125****Total
                revenues**
            
            
            **73,039****Expenses:**Loss
                and loss adjustment expenses (primarily with related parties - see
                note 8)
            
            
            **37,836**Commission
                and other acquisition expenses (primarily with related parties -
                see
                note 8)
            
            
            **21,261**Salaries
                and benefits
            
            
            **533**Other
                operating expenses
            
            
            **893****Total
                expenses**
            
            
            **60,523****Net
                income**
            
            **$**
            **12,516****Basic
                and diluted earnings per common share**
            
            **$**
            **0.21****Dividends
                declared per common share**
            
            **$**
            **0.05**





*See
      accompanying notes to the unaudited consolidated financial
      statements.*




4




**MAIDEN
      HOLDINGS, LTD** .


**CONSOLIDATED
      STATEMENT OF CASH FLOWS**


**(in
      thousands (000’s), except per share data)**


**(Unaudited)**




**For
                the Three**
              **Months
                Ended**
              **March
                31, 2008****Cash
                flows from operating activities:**Net
                income
            
            **$**
            **12,516**Adjustments
                to reconcile net income to net cash provided by operating activities
                :Depreciation
            
            
            **5**Net
                realized gain on sales of investments
            
            
            **(125**
            **)**Amortization
                of bond premium and discount
            
            
            **(80**
            **)**Amortization
                of share-based compensation expense
            
            
            **187**Changes
                in assets - (increase)decrease:Reinsurance
                balances receivable
            
            
            **(51,990**
            **)**Accrued
                investment income
            
            
            **(2,008**
            )Deferred
                commission and other acquisition costs
            
            
            **(14,459**
            **)**Prepaid
                expenses and other assets
            
            
            **7**Changes
                in liabilities - increase(decrease):Accrued
                expenses and other liabilities
            
            
            **(22**
            **)**Loss
                and loss adjustment expense reserves
            
            
            **23,140**Unearned
                premiums
            
            
            **37,127****Net
                cash provided by operating activities**
            
            
            **4,298****Cash
                flows from investing activities:**Purchases
                of investments:Purchases
                of fixed-maturity securities
            
            
            **(156,564**
            )Purchases
                of other investments
            
            
            **(23**
            **)**Sale
                of investments:Proceeds
                from sales of fixed-maturity securities
            
            
            **58,921**Purchase
                of furniture and equipment
            
            
            **(40**
            **)****Net
                cash used in investing activities**
            
            
            **(97,706**
            **)****Cash
                flows from financing activities:**Repurchase
                agreements, net
            
            
            **102,172**Dividend
                paid
            
            
            **(1,489**
            **)****Net
                cash provided by financing activities**
            
            
            **100,683****Net
                increase in cash and cash equivalents**
            
            
            **7,275****Cash
                and cash equivalents, beginning of period**
            
            
            **35,729****Cash
                and cash equivalents, end of period**
            
            $
            **43,004**







*See
      accompanying notes to the unaudited consolidated financial
      statements.*







5





**MAIDEN
      HOLDINGS, LTD** .


**CONSOLIDATED
      STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY**


**** **(** **in
      thousands** **(000’s)** **,
      except** **per** **share data** **)**


**(Unaudited)**





**Common**
              **Shares**
            
            **Additional**
              **Paid-In**
              **Capital**
            
            **Accumulated**
              **Other**
              **Comprehensive**
              **Loss**
            
            **Retained**
              **Earnings**
            
            **Total**
              **Shareholders’**
              **Equity****Balance
                at December 31, 2007**
            
            **$**
            **596**
            
            **$**
            **529,647**
            
            **$**
            **(13,496**
            **)**
            **$**
            **20,598**
            
            **$**
            **537,345**Net
                income
            
            
            -
            
            
            -
            
            
            -
            
            
            **12,516**
            
            
            **12,516**Net
                unrealized losses
            
            
            -
            
            
            -
            
            
            **(16,493**
            **)**
            
            -
            
            
            **(16,493**
            **)****Comprehensive
                Income**
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            **533,368**Share
                based compensation
            
            
            -
            
            
            **187**
            
            
            -
            
            
            -
            
            
            **187**Dividends
                to shareholders’
            
            
            -
            
            
            -
            
            
            -
            
            
            **(2,978**
            **)**
            
            **(2,978**
            **)****Balance
                at March 31, 2008**
            
            **$**
            **596**
            
            **$**
            **529,834**
            
            **$**
            **(29,989**
            **)**
            **$**
            **30,136**
            **)**
            **$**
            **530,577**






*See
      accompanying notes to the unaudited consolidated financial statements.*




6


**Notes
      to Consolidated Financial Statements**


**(in
      thousands (000’s), except per share data)**


**(Unaudited)**








**1.**
            **Basis
                of Presentation — Summary of Significant Accounting
                Policies**




The
      accompanying unaudited interim consolidated financial statements have been
      prepared in accordance with U.S. generally accepted accounting principles
      (“GAAP”) for interim financial statements and with the instructions to Form 10-Q
      and Article 10 of Regulation S-X and, therefore, do not include all of the
      information and footnotes required by GAAP for complete financial statements.
      These interim statements should be read in conjunction with the financial
      statements and notes thereto included in the Maiden Holdings, Ltd. (“Maiden” or
      the “Company”) Annual Report to Security Holders for the year ended December 31,
      2007, previously filed with the Securities and Exchange Commission (“SEC”) on
      May 15, 2008. The balance sheet at December 31, 2007 has been derived from
      the
      audited consolidated financial statements at that date but does not include
      all
      of the information and footnotes required by GAAP for complete financial
      statements.




These
      interim consolidated financial statements reflect all adjustments that are,
      in
      the opinion of management, necessary for a fair presentation of the results
      for
      the interim period and all such adjustments are of a normal recurring nature.
      The results of operations for the interim period are not necessarily indicative,
      if annualized, of those to be expected for the full year. The preparation
      of financial statements in conformity with GAAP requires management to make
      estimates and assumptions that affect the amounts reported in the financial
      statements and accompanying notes. Actual results could differ from those
      estimates.





A
      detailed description of the Company’s significant accounting policies and
      management judgments is located in the audited consolidated financial statements
      for the year ended December 31, 2007, included in the Company’s Form ARS filed
      with the SEC.





All
      significant inter-company transactions and accounts have been eliminated in
      the
      consolidated financial statements.




**2.**
            **Recent
                Accounting Pronouncements**





In
      May
      2008, the Financial Accounting Standards Board (“FASB”) issued FASB Statement
      No. 163 (“SFAS 163”), “Accounting for Financial Guarantee Insurance
      Contracts”, an interpretation of SFAS Statement No. 60. SFAS 163 requires
      that an insurance enterprise recognize a claim liability prior to an event
      of
      default (insured event) when there is evidence that credit deterioration has
      occurred in an insured financial obligation. SFAS 163 also clarifies how
      Statement 60 applies to financial guarantee insurance contracts, including
      the
      recognition and measurement to be used to account for premium revenue and claim
      liabilities. Those clarifications will increase comparability in financial
      reporting of financial guarantee insurance contracts by insurance enterprises.
      SFAS 163 also requires expanded disclosures about financial guarantee
      insurance contracts. SFAS 163 is effective for financial statements issued
      for fiscal years and interim periods beginning after December 15, 2008. We
      are currently evaluating the impact, if any, that SFAS 163 will have on our
      consolidated financial statements.





In
      May
      2008, FASB issued FASB Statement No. 162 (“SFAS 162”), “The hierarchy
      of Generally Accepted Accounting Principles”. SFAS 162 identifies the
      sources of accounting principles and the framework for selecting the principles
      used in the preparation of financial statements of nongovernmental entities
      that
      are presented in conformity with generally accepted accounting principles)
      in
      the United States. This Statement shall be effective 60 days following the
      SEC’s
      approval of the Public Company Accounting Oversight Board (PCAOB) amendments
      toAU Section 411, The Meaning of Present Fairly in Conformity With Generally
      Accepted Accounting Principles. The Company does not believe the adoption will
      have a material impact on its financial condition or results of
      operations.





In
      March
      2008, FASB issued FASB Statement No. 161 (“SFAS 161”), “Disclosures
      about Derivative Instruments and Hedging Activities ”. SFAS 161 requires
      companies with derivative instruments to disclose information that should enable
      financial-statement users to understand how and why a company uses derivative
      instruments, how derivative instruments and related hedged items are accounted
      for under FASB Statement No. 133 “Accounting for Derivative Instruments and
      Hedging Activities” and how derivative instruments and related hedged items
      affect a company's financial position, financial performance and cash flows.
      SFAS 161 is effective for financial statements issued for fiscal years and
      interim periods beginning after November 15, 2008. We are currently
      evaluating the impact, if any, that SFAS 161 will have on our consolidated
      financial statements.




In
      December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
      Consolidated Financial Statements, an amendment of ARB No. 51”. SFAS No. 160
      establishes accounting and reporting standards that require that the ownership
      interests in subsidiaries held by parties other than the parent be clearly
      identified, labeled, and presented in the consolidated statement of financial
      position within equity, but separate from the parent’s equity; the amount of
      consolidated net income attributable to the parent and to the noncontrolling
      interest be clearly identified and presented on the face of the consolidated
      statement of income; and changes in a parent’s ownership interest while the
      parent retains its controlling financial interest in its subsidiary be accounted
      for consistently. SFAS No. 160 also requires that any retained noncontrolling
      equity investment in the former subsidiary be initially measured at fair value
      when a subsidiary is deconsolidated. SFAS No. 160 also sets forth the disclosure
      requirements to identify and distinguish between the interests of the parent
      and
      the interests of the noncontrolling owners. SFAS No. 160 applies to all entities
      that prepare consolidated financial statements, except not-for-profit
      organizations, but will affect only those entities that have an outstanding
      noncontrolling interest in one or more subsidiaries or that deconsolidate a
      subsidiary. SFAS No. 160 is effective for fiscal years, and interim periods
      within those fiscal years, beginning on or after December 15, 2008. Earlier
      adoption is prohibited. SFAS No. 160 must be applied prospectively as of the
      beginning of the fiscal year in which SFAS No. 160 is initially applied, except
      for the presentation and disclosure requirements. The presentation and
      disclosure requirements are applied retrospectively for all periods presented.
      The Company does not have a noncontrolling interest in one or more subsidiaries.
      The Company does not believe the adoption will have a material impact on its
      financial condition or results of operations.




7





In
      December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”. SFAS
      No. 141(R) establishes principles and requirements for how an acquirer
      recognizes and measures in its financial statements the identifiable assets
      acquired, the liabilities assumed, and any noncontrolling interest in the
      acquiree and recognizes and measures the goodwill acquired in the business
      combination or a gain from a bargain purchase. SFAS No. 141(R) also sets forth
      the disclosures required to be made in the financial statements to evaluate
      the
      nature and financial effects of the business combination. SFAS No. 141(R)
      applies prospectively to business combinations for which the acquisition date
      is
      on or after the beginning of the first annual reporting period beginning on
      or
      after December 15, 2008. Accordingly, SFAS No. 141(R) will be applied by the
      Company to business combinations occurring on or after January 1,
      2009.





In
      February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for
      Financial Assets and Financial Liabilities”. Under SFAS 159, companies may
      elect to measure certain financial instruments and certain other items at fair
      value. The standard requires that unrealized gains and losses on items for
      which
      the fair value option has been elected be reported in earnings. SFAS No.
      159 was effective for the Company beginning in the first quarter of fiscal
      2008.
      We chose not elect the fair value option. Therefore, the adoption of
      SFAS No. 159 in the first quarter of fiscal 2008 did not impact our
      consolidated financial position, results of operations or cash
      flows.





In
      September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,”
which defines fair value, establishes guidelines for measuring fair value and
      expands disclosures regarding fair value measurements. SFAS No. 157 does
      not require any new fair value measurements but rather eliminates
      inconsistencies in guidance found in various prior accounting pronouncements
      and
      is effective for fiscal years beginning after November 15, 2007. In
      February 2008, the FASB issued FASB FSP 157-2 which delays the effective date
      of
      SFAS No. 157 for all nonfinancial assets and nonfinancial liabilities,
      except those that are recognized or disclosed at fair value in the financial
      statements on a recurring basis (at least annually), until fiscal years
      beginning after November 15, 2008, and interim periods within those fiscal
      years. These nonfinancial items include assets and liabilities such as reporting
      units measured at fair value in a goodwill impairment test and nonfinancial
      assets acquired and liabilities assumed in a business combination. Effective
      January 1, 2008, we adopted SFAS No. 157 for financial assets and
      liabilities recognized at fair value on a recurring basis. The partial adoption
      of SFAS No. 157 for financial assets and liabilities did not have a
      material impact on our consolidated financial position, results of operations
      or
      cash flows. See Note 4. “Fair Value of Financial Instruments” for
      information and related disclosures regarding our fair value
      measurements.








**3.**
            **Investments**





The
      original or amortized cost, estimated fair value and gross unrealized gains
      and
      losses of available-for-sale fixed maturities and other investments as of March
      31, 2008 and December 31, 2007, are as follows:




*(a)*  *Available-for-Sale
      Fixed Maturities and Other Investments*





**March
                31, 2008**
            
            Original
                or
              amortized
              cost
            
            Gross
              unrealized
              gains
            
            Gross
              unrealized
              losses
            
            Fair
              valueFixed
                Maturities:U.S.
                Agency - mortgage backed securities
            
            $
            283,500
            
            $
            4,930
            
            $
            (621
            )
            $
            287,809Corporate
                fixed maturities
            
            
            325,563
            
            
            340
            
            
            (31,822
            )
            
            294,081Total
                available for sale fixed maturities
            
            
            609,063
            
            
            5,270
            
            
            (32,443
            )
            
            581,890Other
                investments
            
            
            15,199
            
            
            -
            
            
            (2,816
            )
            
            12,383****Total
                investments
            
            $
            624,262
            
            $
            5,270
            
            $
            (35,259
            )
            $
            594,273








**December
                31, 2007**
            
            Original
                or
              amortized
              cost
            
            Gross
              unrealized
                gains
            
            Gross
              unrealized
              losses
            
            Fair
              valueFixed
                Maturities:U.S.
                Agency - mortgage backed securities
            
            $
            204,363
            
            $
            660
            
            $
            -
            
            $
            205,023Corporate
                fixed maturities
            
            
            284,402
            
            
            445
            
            
            (15,081
            )
            
            269,766Total
                available for sale fixed maturities
            
            
            488,765
            
            
            1,105
            
            
            (15,081
            )
            
            474,789Other
                investments
            
            
            15,176
            
            
            480
            
            
            -
            
            
            15,656Total
                investments
            
            $
            503,941
            
            $
            1,585
            
            $
            (15,081
            )
            $
            490,445





8





*(b)
      Investment Income*




Net
      investment income was derived from the following sources:





For
                the Three
              Months
                Ended
              March
                31, 2008Fixed
                maturities
            
            **$**
            **6,555**Cash
                and cash equivalents
            
            
            **576**Loan
                to related party
            
            
            **1,351****8,482**Less:Investment
                expenses
            
            
            **(497**
            **)**Interest
                expense on securities sold under agreements to repurchase
            ****
            ****
            **(376**
            **)******
            ****
            **$**
            **7,609**
            ****




*(c)
      Other-Than-Temporary Impairment*




We
      review
      our investment portfolio for impairment on a quarterly basis. Impairment of
      investments results in a charge to operations when a fair value decline below
      cost is deemed to be other-than-temporary. As of March 31, 2008, we reviewed
      our
      portfolio to evaluate the necessity of recording impairment losses for
      other-than-temporary declines in the fair value of investments.  During the
      three
      months ended March 31, 2008 there
      were no other-than-temporary declines in the fair values of investments held
      in
      our investment portfolio.




The
      tables below summarize the gross unrealized losses of our available-for-sale
      securities and other investments as of March 31, 2008:




Less
                than 12 months
            
            12
                months or more
            
            TotalFair
              value
            
            Unrealized
              losses
            
            Fair
              value
            
            Unrealized
              Losses
            
            Fair
              value
            
            Unrealized
              lossesAvailable-for-sale
                securities:U.S.
                Agency mortgage backed securities
            
            $
            154,897
            
            
            (621
            )
            
            -
            
            
            -
            
            $
            154,897
            
            
            (621
            )Corporate
                fixed maturities
            
            
            279,339
            
            
            (31,822
            )
            
            -
            
            
            -
            
            
            279,339
            
            
            (31,822
            )434,236
            
            
            (32,443
            )
            
            -
            
            
            -
            
            
            434,236
            
            
            (32,443
            )Other
                investments
            
            $
            12,383
            
            
            (2,816
            )
            $
            -
            
            
            -
            
            $
            12,383
            
            
            (2,816
            )Total
                temporarily impaired available-for-sale securities and other
                investments
            
            $
            446,619
            
            $
            (35,259
            )
            $
            -
            
            $
            -
            
            $
            446,619
            
            $
            (35,259
            )





*(d)
      Other*




The
      Company enters into repurchase agreements. The agreements are accounted for
      as
      collateralized borrowing transactions and are recorded at contract amounts.
      The
      Company receives cash or securities, that it invests or holds in short term
      or
      fixed income securities. As of March 31, 2008, there were $102,172 principal
      amount outstanding at interest rates between 2.6% and 3.26%. Interest expense
      associated with these repurchase agreements for the three months ended March
      31,
      2008 was $376 of which $126 was accrued as of March 31, 2008. The Company has
      approximately $102,172 of collateral pledged in support of these
      agreements.




**4.**
            **Fair
                Value of Financial
                Instruments**




The
      Company’s estimates of fair value for financial assets and financial liabilities
      are based on the framework established in SFAS 157. The framework is based
      on
      the inputs used in valuation and gives the highest priority to quoted prices
      in
      active markets and requires that observable inputs be used in the valuations
      when available. The disclosure of fair value estimates in the SFAS 157 hierarchy
      is based on whether the significant inputs into the valuation are observable.
      In
      determining the level of the hierarchy in which the estimate is disclosed,
      the
      highest priority is given to unadjusted quoted prices in active markets and
      the
      lowest priority to unobservable inputs that reflect the Company’s significant
      market assumptions. The three levels of the hierarchy are as
      follows:





·
            Level
                1***-***Unadjusted quoted market prices for identical assets or liabilities
                in
                active markets that the Company has the ability to
                access.





·
            Level
                2***-***Quoted prices for similar assets or liabilities in active markets;
                quoted
                prices for identical or similar assets or liabilities in inactive
                markets;
                or valuations based on models where the significant inputs are observable
                (e.g., interest rates, yield curves, prepayment speeds, default rates,
                loss severities, etc.) or can be corroborated by observable market
                data.




9




·
            Level
                3***-***Valuations based on models where significant inputs are not observable.
                The unobservable inputs reflect the Company’s own assumptions about the
                assumptions that market participants would use.




In
      accordance with SFAS 157, the Company determines fair value based on the price
      that would be received to sell an asset or paid to transfer a liability in
      an
      orderly transaction between market participants at the measurement date. The
      following section describes the valuation methodologies used by the Company
      to
      measure assets and liabilities at fair value, including an indication of the
      level within the fair value hierarchy in which each asset or liability is
      generally classified.





*Investments
      available for sale* .
      Investments available for sale are recorded at fair value on a recurring basis
      and include fixed maturities and securities sold under agreements to repurchase.
      Fair value of investments is measured based upon quoted prices in active
      markets, if available. If quoted prices in active markets are not available,
      fair values are measured by an independent pricing service that utilizes
      valuation techniques based upon observable market data. Level 1 investments
      include those traded on an active exchange, such as the NASDAQ. Since fixed
      maturities other than U.S. treasury securities generally do not trade on a
      daily
      basis, the independent pricing service prepares estimates of fair value
      measurements for these securities using its proprietary pricing applications
      which include available relevant market information. These investments are
      classified as Level 2 investments and include obligations of U.S. government
      agencies, corporate debt securities and other mortgage backed
      securities.




*Other
      investments.* Other
      investments consist primarily of hedge funds where the fair value estimate
      is
      determined by an external fund manager based on recent filings, operating
      results, balance sheet stability, growth and other business and market sector
      fundamentals. Due to the significant unobservable inputs in these valuations,
      the Company includes other investments in the amount disclosed in Level
      3.




*Fair
      Value Hierarchy*





The
      following table presents the level within the fair value hierarchy at which
      the
      Company’s financial assets and financial liabilities are measured on a recurring
      basis as of March 31, 2008:





**Total**
            
            **Level
                1**
            
            **Level
                2**
            
            **Level
                3**Assets:Available-for-sale
                fixed maturities
            
            $
            581,890
            
            $
            -
            
            $
            581,890
            
            $
            -Other
                investments
            
            
            12,383
            
            
            -
            
            
            -
            
            
            12,383$
            594,273
            
            $
            -
            
            $
            581,890
            
            $
            12,383Liabilities:Securities
                sold under agreements to repurchase, at contract value
            
            
            102,172
            
            
            -
            
            
            102,172
            
            
            -$
            102,172
            
            $
            -
            
            $
            102,172
            
            $
            -




The
      following table provides a summary of changes in fair value of the Company’s
      Level 3 financial assets as of March 31, 2008:




**Other**
              **investments**
            
            **Total**Beginning
                balance as of January 1, 2008
            
            $
            15,656
            
            $
            15,656Total
                net losses for the three months included in:Net
                income
            
            
            -
            
            
            -Other
                comprehensive loss
            
            
            (3,296
            )
            
            (3,296
            )Purchases,
                sales, issuances and settlements, net
            
            
            23
            
            
            23Net
                transfers into (out of) Level 3
            
            
            -
            
            
            -Ending
                balance as of March 31, 2008
            
            $
            12,383
            
            $
            12,383




10





**5.**
            **Earnings
                Per Share**





The
      following is a summary of the elements used in calculating basic and diluted
      earnings per share:




**Three
                months**
              **ended**
              **March
                31, 2008**Net
                income available to common shareholders
            
            **$**
            12,516Weighted
                average number of common shares outstanding - basic
            
            
            59,550,000Potentially
                dilutive securities:Warrants
            
            
            -Share
                options
            
            
            -Weighted
                average number of common shares outstanding - diluted
            
            
            59,550,000Basic
                and diluted earnings per common share:
            
            $
            0.21




As
      of
      March 31, 2008, the total weighted-average of 4,050,000 warrants and 793,700
      share options were excluded from diluted earnings per share as they were
      anti-dilutive.




**6.**
            **Share
                Based Compensation**





The
      Company’s 2007 Share Incentive Plan (the “Plan”) provides for grants of options
      and restricted shares. The total number of shares currently reserved for
      issuance under the Plan is 2,800,000 common shares. The Plan is administered
      by
      the Compensation Committee of the Board of Directors. Exercise prices of options
      will be established at or above the fair market value of the Company’s common
      shares at the date of grant. Under the 2007 Share Incentive Plan, unless
      otherwise determined by the compensation committee and provided in an award
      agreement, 25% of the options will become exercisable on the first anniversary
      of the grant date, with an additional 6.25% of the options vesting each quarter
      thereafter based on the grantee’s continued employment over a four-year period,
      and will expire ten years after grant date.





*Share
      Options*




The
      fair
      value of each option grant is separately estimated for each vesting date. The
      fair value of each option is amortized into compensation expense on a
      straight-line basis between the grant date for the award and each vesting date.
      The Company has estimated the fair value of all share option awards as of the
      date of the grant by applying the Black-Scholes-Merton multiple-option pricing
      valuation model. The application of this valuation model involves assumptions
      that are judgmental and highly sensitive in the determination of compensation
      expense. The adoption of SFAS No. 123R’s fair value method has resulted in
      share-based expense (a component of salaries and benefits) in the amount of
      approximately $187 for the three months ended March 31, 2008.




The
      Company awarded options during the three months ended March 31, 2008. The key
      assumptions used in determining the fair value of options granted in 2008 and
      a
      summary of the methodology applied to develop each assumption are as
      follows:





**Assumptions****:**
            
            **2008**Volatility
            
            
            29.8
            %Risk-free
                interest rate
            
            
            3.30
            %Weighted
                average expected lives in years
            
            
            6.1
                yearsForfeiture
                rate
            
            
            0
            %Dividend
                yield rate
            
            
            1
            %




*Expected
      Price Volatility* - This
      is a measure of the amount by which a price has fluctuated or is expected to
      fluctuate. At the times the Company granted options, there was no external
      market for the Company’s common shares. Thus, it was not possible to use actual
      experience to estimate the expected volatility of the price of the common shares
      in estimating the value of the options granted. As a substitute for such
      estimate, the Company used the historical volatility of companies in the
      industry in which the Company operates.




*Risk-Free
      Interest Rate -* This is
      the U.S. Treasury rate for the week of the grant having a term equal to the
      expected life of the option. An increase in the risk-free interest rate will
      increase compensation expense.




11


*Expected
      Lives -* This is
      the period of time over which the options granted are expected to remain
      outstanding giving consideration to vesting schedules, historical exercise
      and
      forfeiture patterns. The Company uses the simplified method outlined in SEC
      Staff Accounting Bulletin No. 107 to estimate expected lives for options granted
      during the period as historical exercise data is not available and the options
      meet the requirements set out in the Bulletin. Options granted have a maximum
      term of ten years. An increase in the expected life will increase compensation
      expense.








*Forfeiture
      Rate -* This is
      the estimated percentage of options granted that are expected to be forfeited
      or
      cancelled before becoming fully vested. An increase in the forfeiture rate
      will
      decrease compensation expense.








The
      following schedule shows all options granted, exercised, expired and exchanged
      under the Plan for the for the period three months ended March 31,
      2008:





**Number
                of**
              **Share
                Options**
            
            **Weighted**
              **Average**
              **Exercise
                Price**
            
            **Weighted
                Average**
              **Remaining**
              **Contractual
                Term**Outstanding,
                December 31, 2007
            
            
            716,000
            
            $
            10.00
            
            
            9.6
                yearsGranted
            
            
            167,000
            
            
            10.00
            
            
            9.9
                yearsExercised
            
            
            **-**
            
            
            -Cancelled
            
            
            **-**
            
            
            -Outstanding,
                March 31, 2008
            
            
            883,000
            
            $
            10.00
            
            
            9.5
                years





The
      weighted average grant date fair value was $3.42 for all options outstanding
      at
      March 31, 2008. There was approximately $2,518 of total unrecognized
      compensation cost related to non-vested share-based compensation arrangements
      as
      of March 31, 2008.




**7.**
            **Dividends
                Declared**




Dividends
      were declared o n
      January
      7, 2008. The Company’s Board of Directors approved quarterly cash dividends of
      $0.025 per common share payable to shareholders of record as of January 8,
      2008
      and April 1, 2008 respectively. The dividends were paid on January 15, 2008
      and
      April 15, 2008.




**8.**
            **Related
                Party Transactions**




The
      Founding Shareholders of Maiden, Michael Karfunkel, George Karfunkel and Barry
      Zyskind, are also the principal shareholders, and, respectively, the Chairman
      of
      the Board of Directors, a Director, and the Chief Executive Officer and Director
      of AmTrust. The following describes transactions between the Company and
      AmTrust.




*Quota
      Share Reinsurance Agreement*





Effective
      July 1, 2007, the Company and AmTrust entered into a master agreement, as
      amended, by which they caused AmTrust’s Bermuda reinsurance subsidiary, AmTrust
      International Insurance, Ltd. (“AII”) and Maiden Insurance Company Ltd. (“Maiden
      Insurance”) to enter into the Reinsurance Agreement by which (a) AII retrocedes
      to Maiden Insurance an amount equal to 40% of the premium written by the AmTrust
      Ceding Insurers, net of the cost of unaffiliated inuring reinsurance (and in
      the
      case of AmTrust’s U.K. insurance subsidiary, IGI Insurance Company Limited
      (“IGI”), net of commissions) and 40% of losses and (b) AII transferred to Maiden
      Insurance 40% of the AmTrust Ceding Insurers’ unearned premium reserves,
      effective as of July 1, 2007, with respect to current lines of business,
      excluding risks for which the AmTrust Ceding Insurers’ net retention
      exceeds $5,000 (“Covered Business”). AmTrust also has agreed to cause AII,
      subject to regulatory requirements, to reinsure any insurance company which
      writes Covered Business in which AmTrust acquires a majority interest to the
      extent required to enable AII to cede to Maiden Insurance 40% of the premiums
      and losses related to such Covered Business. The Agreement further provides
      that
      AII receives a ceding commission of 31% of ceded written premiums. The
      Reinsurance Agreement has an initial term of three years and will automatically
      renew for successive three year terms thereafter, unless either AII or Maiden
      Insurance notifies the other of its election not to renew not less than nine
      months prior to the end of any such three year term. In addition, either party
      is entitled to terminate on thirty days notice or less upon the occurrence
      of
      certain early termination events, which include a default in payment,
      insolvency, change in control of AII or Maiden Insurance, run-off, or a
      reduction of 50% or more of the shareholders’ equity of Maiden Insurance or the
      combined shareholders’ equity of AII and the AmTrust Ceding Insurers. The
      Company recorded approximately $19,774 of ceding commission expense for the
      three months ended March 31, 2008 as a result of this transaction.




*Other
      Reinsurance Agreement*





Effective
      January 1, 2008 the Company and AmTrust entered into an agreement to reinsure
      a
      45% participation in the $9 million in excess of $1 million layer of AmTrust's
      workers' compensation excess of loss program. This layer provides reinsurance
      to
      AmTrust for losses per occurrence in excess of $1 million up to $10 million,
      subject to an annual aggregate deductible of $1.25 million. This participation
      was sourced through a reinsurance intermediary via open market placement in
      which competitive bids were solicited by an independent broker. The remaining
      55% participation was placed with a single carrier.




12





The
      following is the effect on the Company’s balance sheet as of March 31, 2008 and
      December 31, 2007 and the results of operations for the three months ended
      March
      31, 2008 related to the Reinsurance Agreements with AmTrust:




**Assets
                  and (liabilities):**
              
              **March
                  31, 2008**
              
              **December
                  31, 2007**Loan
                  to related party
              
              $
              113,542
              
              $
              113,542Reinsurance
                  balances receivable, net
              
              
              72,475
              
              
              27,891Accrued
                  interest on loan to related party
              
              
              1,591
              
              
              240Deferred
                  commission cost
              
              
              49,505
              
              
              42,501Loss
                  and loss adjustment expense reserves
              
              
              (61,221
              )
              
              (38,485
              )Unearned
                  premiums
              
              
              (160,517
              )
              
              (137,099
              )


**Results
                    of operations:**
                
                **Three
                    months**
                  **ended
                    March**
                  **31,
                    2008**Net
                    premium written - assumed
                
                $
                87,714Change
                    in unearned premium - assumed
                
                
                (23,417
                )Net
                    earned premium - assumed
                
                
                64,297Ceding
                    commission on premium written
                
                
                26,905Ceding
                    commission - deferred
                
                
                (7,004
                )Ceding
                    commission expensed
                
                
                19,901Loss
                    and loss adjustment expense
                
                
                37,399


The
      Reinsurance Agreement requires that Maiden Insurance provide to AII sufficient
      collateral to secure its proportional share of AII’s obligations to the U.S.
      AmTrust Ceding Insurers. The amount of the loan at March 31, 2008 was $113,542
      and the accrued interest was $1,591. AII is required to return to Maiden
      Insurance any assets of Maiden Insurance in excess of the amount required to
      secure its proportional share of AII’s collateral requirements, subject to
      certain deductions.




*Reinsurance
      Brokerage Agreement*





Effective
      July 1, 2007, the Company entered into a reinsurance brokerage agreement with
      AII Reinsurance Broker Ltd., a subsidiary of AmTrust. Pursuant to the brokerage
      agreement, AII Reinsurance Broker Ltd. provides brokerage services relating
      to
      the Reinsurance Agreement for a fee equal to 1.25% of the premium reinsured
      from
      AII. The brokerage fee is payable in consideration of AII Reinsurance Broker
      Ltd.’s brokerage services. AII Reinsurance Broker Ltd. is not the Company’s
      exclusive broker. AII Reinsurance Broker Ltd. may, if mutually agreed, also
      produce reinsurance for the Company from other ceding companies, and in such
      cases The Company will negotiate a mutually acceptable commission rate. The
      Company recorded approximately $797 of reinsurance brokerage expense for the
      three months ended March 31, 2008 and deferred reinsurance brokerage of $1,953
      as at March 31, 2008 as a result of this agreement.





*Asset
      Management Agreement*





Effective
      July 1, 2007, the Company entered into an asset management agreement with AII
      Insurance Management Limited (“AIIM”), an AmTrust subsidiary, pursuant to which
      AIIM has agreed to provide investment management services to Maiden Insurance.
      Pursuant to the asset management agreement, AIIM provides investment management
      services for an annual fee equal to 0.35% of average invested assets plus all
      costs incurred. The Company recorded approximately  $458
      of
      investment management fees for the three months ended March 31, 2008 as a result
      of this agreement.




**9.**
            **Segments**





The
      Company currently operates two business segments, Reinsurance - AmTrust Quota
      Share and Reinsurance - Other. The Company evaluates segment performance based
      on segment profit, which
      excludes investment income, realized gains and losses, general corporate
      expenses, interest expenses, income taxes and any other non-core business income
      or expenses. The following tables summarize business segments as follows:




13




**Three
                months ended March 31, 2008**
            
            **Reinsurance
                - AmTrust Quota Share**
            
            **Reinsurance
                - Other**
            
            **Corporate**
              **and
                other**
            
            **Total****Revenues**Net
                premium written
            
            $
            82,948
            
            $
            19,484
            
            $
            -
            
            $
            102,432Earned
                premium
            
            
            63,790
            
            
            1,515
            
            
            
            
            
            65,305Investment
                income and other revenues
            
            
            1,351
            
            
            -
            
            
            6,383
            
            
            7,734Total
                revenues
            
            
            65,141
            
            
            1,515
            
            
            6,383
            
            
            73,039**Expenses**Loss
                and loss adjustment expenses
            
            
            37,208
            
            
            628
            
            
            -
            
            
            37,836Commission
                and other acquisition expenses
            
            
            20,572
            
            
            689
            
            
            -
            
            
            21,261Other
                expenses
            
            
            176
            
            
            149
            
            
            1,101
            
            
            1,426Total
                expenses
            
            
            57,956
            
            
            1,466
            
            
            1,101
            
            
            60,523Net
                Income
            
            $
            7,185
            
            $
            49
            
            $
            5,282
            
            $
            12,516




**Reinsurance
                - AmTrust Quota Share**
            
            **Reinsurance
                - Other**
            
            **Corporate
                and Other**
            
            **Total****As
                of March 31, 2008**Reinsurance
                balances receivable
            
            $
            69,425
            
            $
            10,555
            
            $
            -
            
            $
            79,980Deferred
                commission and other acquisition costs
            
            
            50,393
            
            
            8,281
            
            
            -
            
            
            58,674Loan
                to related party
            
            
            113,542
            
            
            -
            
            
            -
            
            
            113,542Corporate
                and other assets
            
            
            
            
            
            
            
            
            643,000
            
            
            643,000Total
                assets
            
            $
            233,360
            
            $
            18,836
            
            $
            643,000
            
            $
            895,196





The
      following tables set forth financial information relating to gross and net
      premiums written and earned by major line of business for the three months
      ended
      March 31, 2008:


******Total**
                
                **%
                    of Total**Gross
                    and net premiums written**Reinsurance
                    - AmTrust Quota Share**Workers
                    Compensation
                
                $
                43,657
                
                
                42.62Specialty
                    Middle Market Property & Casualty
                
                
                6,867
                
                
                6.70Specialty
                    Risk and Extended Warranty
                
                
                32,424
                
                
                31.66Total
                    Reinsurance - AmTrust Quota Share
                
                $
                82,948
                
                
                80.98**Reinsurance
                    - Other**
                
                
                19,484
                
                
                19.02$
                102,432
                
                
                100.00Gross
                    and net premiums earned**Reinsurance
                    - AmTrust Quota Share**Workers
                    Compensation
                
                $
                31,880
                
                
                48.82Specialty
                    Middle Market Property & Casualty
                
                
                10,314
                
                
                15.79Specialty
                    Risk and Extended Warranty
                
                
                21,596
                
                
                33.07Total
                    AmTrust Quota Share
                
                $
                63,790
                
                
                97.68**Reinsurance
                    - Other**
                
                
                1,515
                
                
                2.32$
                65,305
                
                
                100.00




14






**10.**
            **Subsequent
                Events**





a)  On
      June
      11, 2008, the Company has entered into a multi-year reinsurance agreement with
      AmTrust for business written through AmTrust's acquisition of Unitrin Business
      Insurance (UBI). Under the agreement, AmTrust's subsidiaries will cede to Maiden
      100% of unearned premium from the acquisition of UBI's in-force book of
      business, approximately $80 million. Additionally, AmTrust will cede to Maiden
      40% of net premium written, effective as of June 1, 2008. The agreement is
      effective through June 30, 2010. Maiden will pay to AmTrust a ceding commission
      of 34.375% and a brokerage commission of 1.25% of reinsured premium.





b)  On
      June
      4, 2008, the Company’s Board of Directors has approved an increase in the
      regular quarter dividend from $0.025 per common share to $0.05 per share. This
      dividend is payable July 15, 2008 to shareholders of record on July 1,
      2008.






15





**Item
      2.** **** **MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF**


**FINANCIAL
      CONDITION AND RESULTS OF OPERATIONS**








**Introduction
      to Management’s Discussion and Analysis**




The
      purpose of this section, Management’s Discussion and Analysis of Financial
      Condition and results of Operations, is to provide a narrative explanation
      of
      our financial statements that enables investors to better understand our
      business, to enhance our overall financial disclosures, to provide the context
      within which financial information may be analyzed, and to provide information
      about the quality of, and potential variability of, our financial condition,
      results of operations and cash flows. This information should be read in
      conjunction with the accompanying Consolidated Financial Statements. It includes
      the following sections:




·  Overview


·  Principal
      Revenue and Expense Items


·  Measurement
      of Results; Outlook


·  Critical
      Accounting Policies


·  Results
      of Operations


·  Liquidity
      and Capital Resources





**Overview**


We
      are a
      Bermuda holding company organized to provide reinsurance business solutions
      to
      the property and casualty industry through Maiden Insurance, our reinsurance
      company subsidiary incorporated and licensed as a Class 3 insurer in Bermuda.
      Our solutions are expected to include quota share reinsurance as well as excess
      of loss reinsurance.





We
      offer
      our products to small specialty property and casualty insurance companies
      located in the United States and Europe that are seeking to efficiently manage
      their capital. We may also reinsure other reinsurers of U.S. and European
      specialty property and casualty insurance business that have similar objectives.
      We also plan to conduct business with managing general agents in the United
      States and Europe that manage programs that fit our expertise in specialty
      insurance as well as Lloyd’s syndicates and program administrators.





***AmTrust
      Quota Share Business***


We
      entered into a quota share reinsurance agreement with AmTrust’s Bermuda
      reinsurance subsidiary, AII, which provides quota share reinsurance to AmTrust’s
      insurance company subsidiaries. We also entered into a master agreement with
      AmTrust pursuant to which we will cause Maiden Insurance, and AmTrust will
      cause
      its insurance company subsidiaries, through AII, to reinsure 40% of all business
      (net of reinsurance with unaffiliated reinsurers) of the types then written
      by
      the insurance subsidiaries and Maiden Insurance will have an option to reinsure
      any new types of business that they may write. Effective as of July 1, 2007,
      we
      reinsure 40% of all business (net of reinsurance with unaffiliated reinsurers)
      written by AmTrust’s insurance company subsidiaries that is subject to the
      reinsurance agreement. In addition, we also assumed through AII, effective
      as of
      July 1, 2007, 40% of the unearned premium reserve of AmTrust’s insurance
      subsidiaries (and the corresponding loss exposure). The reinsurance agreement
      has an initial term of three years and will be extended for further terms of
      three years unless either party elects not to renew.





On
      June
      11, 2008, the Company has entered into a multi-year reinsurance agreement with
      AmTrust for business written through AmTrust's acquisition of Unitrin Business
      Insurance (UBI). Under the agreement, AmTrust's subsidiaries will cede to Maiden
      100% of unearned premium from the acquisition of UBI's in-force book of
      business, approximately $80 million. Additionally, AmTrust will cede to Maiden
      40% of net premium written, effective as of June 1, 2008. The agreement is
      effective through June 30, 2010. Maiden will pay to AmTrust a ceding commission
      of 34.375% and a brokerage commission of 1.25% of reinsured premium.




16





We
      also
      entered into an asset management agreement with AIIM, a subsidiary of AmTrust,
      having an initial term of one year which will extend for further terms of one
      year unless either party elects not to renew. The Company recorded approximately
      $0.46 million of investment management fees in the three months ended March
      31,
      2008. Under the asset management agreement, we may also invest a portion of
      our
      assets in hedge funds managed by affiliates of AmTrust. As of March 31, 2008
      and
      December 31, 2007, we had no investments invested in hedge funds managed by
      AmTrust.





We
      also
      entered into a reinsurance brokerage agreement with a subsidiary of AmTrust
      pursuant to which we receive reinsurance brokerage services in exchange for
      a
      fee of 1.25% of all premiums we reinsure from AmTrust. The Company recorded
      approximately $0.8 million of reinsurance brokerage expense for the period
      ended
      March 31, 2008.





***Other
      Business***





We
      have
      begun to see increased flow of submission of reinsurance opportunities.
      Reinsurance intermediaries are the primary source of these opportunities. We
      have adopted a disciplined underwriting posture and thoroughly review all
      reinsurance opportunities before determining whether to participate. Between
      November 6, 2007 and June 1, 2008, we have received 213 reinsurance submissions.
      We have entered into four reinsurance agreements for business other than the
      Quota Share Agreement with AmTrust. These include:





·
            A
                45% participation in the $9 million in excess of $1 million layer
                of
                AmTrust's workers' compensation excess of loss program. This layer
                provides reinsurance to AmTrust for losses per occurrence in excess
                of $1
                million up to $10 million, subject to an annual aggregate deductible
                of
                $1.25 million. This participation was sourced through a reinsurance
                intermediary via open market placement in which competitive bids
                were
                solicited by an independent broker. The remaining 55% participation
                was
                placed with a single carrier.





·
            A
                35% quota share in a general liability program covering housing facilities
                for persons aged 55 years or older (excluding assisted living facilities
                and nursing homes). The underlying insurance policies have a limit
                of $1
                million per occurrence, so our share of that limit is $350,000 per
                occurrence. This participation was sourced through a reinsurance
                intermediary via open market placement in which competitive bids
                were
                solicited by an independent broker. A 30% quota share in the same
                program
                was placed with another carrier. The ceding company retained 35%
                of the
                premiums and risks.





·
            A
                50% participation in a $4 million in excess of $1 million specialty
                transportation program. This program provides primarily commercial
                auto
                coverage and, to a lesser extent, general liability coverage to private
                non-emergency para-transit and school bus service operators in New
                York
                State. The underlying policies are written by AmTrust. The premium
                rates
                are rates developed by the Insurance Services Office, a third-party
                collector and provider of statistical, actuarial, underwriting and
                claims
                data for the property-casualty insurance industry. This participation
                was
                sourced through a reinsurance intermediary via open market placement
                in
                which competitive bids were solicited by an independent broker. Another
                broker market reinsurer holds the other 50%
                participation.





·
            A
                12.7% quota share participation in a specialty general liability
                line.
                This program provides coverage for amateur youth sports in Europe.
                This
                program has a limit of £15 million per occurrence (approximately $29.92
                million based on an exchange rate of $1.9855 per 1.0 U.K. Pound on
                March
                31, 2008). This participation was sourced through a reinsurance
                intermediary via open market placement in which competitive bids
                were
                solicited by an independent broker. Other broker market reinsurers
                hold
                the remaining 87.3% participation in this
                program




17




**Principal
      Revenue and Expense Items**





***Revenues***





We
      derive
      our revenue from net premiums earned, net investment income and net realized
      gains and losses on investments.





*Gross
      Premiums Earned* .
      Premiums written include all premiums received by an insurance company during
      a
      specified accounting period, even if the policy provides coverage beyond the
      end
      of the period. Premiums are earned over the term of the related policies. At
      the
      end of each accounting period, the portion of the premiums that are not yet
      earned are included in the unearned premium reserve and are realized as revenue
      in subsequent periods over the remaining term of the policy. Thus, for example,
      for a one-year policy that is written on July 1, 2007, one-half of the premiums
      would be earned in 2007 and the other half would be earned in 2008. Workers’
compensation policies are typically written for a one-year term. Other kinds
      of
      insurance, including extended warranty coverage, can have multi-year
      terms.





Net
      premiums earned are the earned portion of our net premiums written. Net premiums
      written are gross premiums written less premiums ceded to reinsurers in
      connection with reinsurance agreements. Our gross premiums (written and earned)
      represent the assumed premiums from our reinsurance agreements. Reinsurers
      often
      cede a portion of their business to other reinsurers. A reinsurer that places
      business with another reinsurer is a retrocedent. A reinsurer which reinsures
      business retroceded to it is a retrocessionaire. We do not expect to retrocede
      a
      significant portion of our gross premiums at least initially.





*Net
      Loss Ratio.* The net
      loss ratio is a measure of the underwriting profitability of an insurance
      company's business. Expressed as a percentage, this is the ratio of net losses
      and LAE incurred to net premiums earned.





*Net
      Expense Ratio.* The net
      expense ratio is a measure of an insurance company's operational efficiency
      in
      administering its business. Expressed as a percentage, this is the ratio of
      the
      sum of ceding commissions, policy acquisition expenses, salaries and benefits,
      and other insurance general and administrative expenses to net premiums
      earned.




*Net
      Combined Ratio* .
      The net
      combined ratio is a measure of an insurance company's overall underwriting
      profit. This is the sum of the net loss and net expense ratios. If the net
      combined ratio is at or above 100%, an insurance company cannot be profitable
      without investment income, and may not be profitable if investment income is
      insufficient.





*Net
      Leverage Ratio.* Net
      leverage ratio is measured by dividing annualized net premiums written by
      shareholders’ equity.





*Annualized Return
      on Equity.* Return
      on equity is calculated by dividing net income by the average of shareholders’
equity.




*Net
      Investment Income and Net Realized Gains and Losses on
      Investments* .
      We
      invest our shareholders’ equity and the funds supporting our insurance reserves
      (including unearned premium reserve and the reserves established to pay for
      losses and loss adjustment expenses) in investment securities and cash
      equivalents. Our investment income includes interest and dividends earned on
      our
      invested assets, net of investment management fees and other expenses. Realized
      gains and losses on invested assets are reported separately from net investment
      income. We classify our portfolio of securities as available-for-sale and carry
      these securities on our balance sheet at fair value. Accordingly, adverse
      changes in the market prices of our securities result in a decrease in the
      value
      of our total assets and a decrease in our shareholders’ equity.





***Expenses***





In
      our
      consolidated results, expenses consist of loss and loss adjustment expenses,
      commission and other acquisition expenses, salaries and benefits and operating
      expenses. Depending on the terms of the reinsurance agreements that we
      negotiate, our expenses may also include excise taxes, which are calculated
      as a
      percentage (1% for purposes of United States federal excise tax (“FET”)) of
      premiums ceded to us. Under our reinsurance agreement with AmTrust, all payments
      of FET are the responsibility of AmTrust.





*Loss
      and Loss Adjustment Expenses* .
      We
      establish loss and loss adjustment expense reserves in an amount equal to our
      estimate of the ultimate liability for claims under our reinsurance policies
      and
      the cost of adjusting and settling those claims. Our provision for loss and
      loss
      adjustment expense reserves in any period will include estimates for losses
      incurred (that is, the total sustained by us under policies, whether paid or
      unpaid) during such period and changes in estimates for prior
      periods.


18





*Commission
      and Other Acquisition Expenses* .
      These
      expenses include ceding commissions and other acquisition costs. Acquisition
      costs consist of ceding commission and, reinsurance broking expense. These
      costs
      are expected to be capitalized and amortized as an expense as the premiums
      are
      earned on the treaties to which they pertain.





Maiden
      Insurance pays ceding commissions to other insurance companies, including
      AmTrust, for the reinsurance premiums that we assume. Ceding commissions are
      intended to compensate the ceding company for the costs incurred to acquire
      the
      ceded business. Ceding commissions are typically paid on traditional quota
      share
      reinsurance agreements, but not on excess of loss reinsurance
      agreements.





Under
      our
      quota share reinsurance agreement with AII, we pay a ceding commission of 31%
      calculated as a percentage of ceded premiums.





Reinsurance
      brokerage expense includes the 1.25% reinsurance brokerage fee that we pay
      to an
      AmTrust subsidiary on all reinsurance ceded by AmTrust as well as other
      reinsurance brokerage fees and commission expense we may incur to other
      intermediaries.





*Salaries
      and benefits.* These
      payments comprise officers and employees salaries and related
      costs.





*Other
      Operating Expenses* .
      Other
      operating expenses consist of other expenses related to our operations. Other
      operating expenses consist of general & administrative expenses such as
      professional fees, rent, office supplies, depreciation and all other operating
      expenses not otherwise classified separately.





**Measurement
      of Results; Outlook**





We
      use
      various measures to analyze the growth and profitability of our business
      operations. We measure growth in terms of gross and net premiums written and
      we
      measure underwriting profitability by examining our loss, underwriting expense
      and combined ratios. We also measure our gross and net written premiums to
      surplus ratios to measure the adequacy of capital in relation to premiums
      written. We analyze profitability by evaluating, net income and return on
      average equity.





*Premiums
      Written and Net Leverage Ratio* .
      We use
      gross premiums written to measure our sales of reinsurance products. Gross
      premiums written also correlates to our ability to generate net premiums earned.
      We target a net leverage ratio, of between approximately 1.2 to 1 and
      approximately 1.7 to 1 after a start-up period. Our annualized net leverage
      ratio was 0.8 to 1 as of March 31, 2008.





*Net
      Loss Ratio* .
      The
      loss ratio measures the underwriting profitability of our reinsurance business
      after the effect of any reinsurance. We target the pricing of our products
      to
      achieve a loss ratio of approximately 55.0% to 65.0% over time. Our loss ratio
      was 58.0% for the three months ended of March 31, 2008.








*Net
      Expense Ratio* .
      We
      calculate our underwriting expense ratio on a gross basis (before the effect
      of
      ceded reinsurance) to measure our operational efficiency and on a net basis
      (after the effect of ceded reinsurance and related ceding commission income)
      to
      measure the effects on our consolidated net income. We are currently targeting
      a
      net expense ratio of underwriting expenses to net premiums earned of
      approximately 32.0% to 35.0%, but expect it to decline over time as third-party
      business increases. Our underwriting expense ratio on a gross basis was 34.7%
      for the three months ended March 31, 2008. As we have not retroceded any amounts
      as of March 31, 2008 the expense ratio on a net basis was also
      34.7%.





*Net
      Combined Ratio* .
      We use
      the combined ratio to measure our underwriting performance. We analyze the
      combined ratio on a gross (before the effect of reinsurance) and net basis
      (after the effect of reinsurance). If the combined ratio is at or above 100%,
      we
      are not underwriting profitably and will not be profitable unless investment
      income is sufficient to offset underwriting losses. We target the pricing of
      our
      products and management of our expenses to achieve a combined ratio of 95%
      or
      less over time. Our combined ratio was 92.7% for the three months ended March
      31, 2008. We plan to write additional premiums without a proportional increase
      in expenses and further reduce the expenses component of our net combined
      ratio.





*Net
      Income and Return on Average Equity* .
      We use
      net income to measure our profits and return on average equity to measure our
      effectiveness in utilizing our shareholders’ equity to generate net income on a
      consolidated basis. Our target for return on average equity is 15% or better.
      Our annualized return on equity was 9.40% for the three months ended March
      31,
      2008.




19


**Critical
      Accounting Policies**





The
      Company’s discussion and analysis of its results of operations, financial
      condition and liquidity are based upon the Company’s consolidated financial
      statements, which have been prepared in accordance with U.S. generally accepted
      accounting principles. The preparation of these financial statements requires
      the Company to make estimates and judgments that affect the amounts of assets
      and liabilities, revenues and expenses and disclosure of contingent assets
      and
      liabilities as of the date of the financial statements. As more information
      becomes known, these estimates and assumptions could change, which would have
      an
      impact on actual results that may differ materially from these estimates and
      judgments under different assumptions. The Company has not made any changes
      in
      estimates or judgments that have had a significant effect on the reported
      amounts as previously disclosed in the Company’s Form ARS filed with the SEC for
      the fiscal period ended December 31, 2007.








**Results
      of Operations**





The
      Company’s inception was May 31, 2007 and therefore discussion of any prior
      period results of operations is not included. The Company’s subsidiary Maiden
      Insurance was incorporated on June 29, 2007.




**Three
                Months**
              **Ended**
              **March
                31, 2008****Revenues:**Premium
                income:Net
                premiums written (primarily with related parties)
            
            **$**
            **102,432**Change
                in unearned premiums
            
            
            **(37,127**
            **)****Net
                earned premium**
            
            
            **65,305**Net
                investment income
            
            
            **7,609**Net
                realized investment gains
            
            
            **125****Total
                revenues**
            
            
            **73,039****Expenses:**Loss
                and loss adjustment expenses (primarily with related
                parties)
            
            
            **37,836**Commission
                and other acquisition expenses (primarily with related parties
                )
            
            
            **21,261**Salaries
                and benefits
            
            
            **533**Other
                operating expenses
            
            
            **893****Total
                expenses**
            
            
            **60,523****Net
                income**
            
            **$**
            **12,516****Basic
                and diluted earnings per common share**
            
            **$**
            **0.21****Dividends
                declared per common share**
            
            **$**
            **0.05****Key
                measures:******Net
                loss ratio
            
            
            **58.0**
            **%**Net
                expense ratio
            
            
            **34.7**
            **%**Net
                combined ratio
            
            
            **92.7**
            **%**




***Consolidated
      Result of Operations for the three months ended March 31,
      2008.***





*Net
      Premium Written* .
      Net
      premium written was $102.4 million for the three months ended March 31, 2008
      of
      which 80.1% arose from premiums assumed under the reinsurance agreement with
      AII.





*Net
      Premium Earned* .
      Net
      premium earned was $65.3 million for the three months ended March 31, 2008
      of
      which 97.68% arose from premiums assumed under the reinsurance agreement with
      AII.





*Net
      Investment Income* .
      Net
      investment income was approximately $7.6 million for the three months ended
      March 31, 2008. Average invested assets for the period were approximately $542
      million and yields were approximately 4.8% for the period. We expect investment
      income to increase over time as more assets are invested.


20


*Net
      Realized Gain on Investments* .
      Net
      realized gains on investments for the three months ended March 31, 2008 was
      approximately $0.125 million.





*Loss
      and Loss Adjustment Expenses* .
      Loss
      and loss adjustment expenses were $37.8 million for the three months ended
      March
      31, 2008. We establish loss and loss adjustment expense reserves in an amount
      equal to our estimate of the ultimate liability for claims under our reinsurance
      policies and the cost of adjusting and settling those claims.





*Commission
      and Other Acquisition Expenses,* Commission and other acquisition expenses were $21.3 million for the three
      months ended March 31, 2008. The expense resulted primarily from commission
      and
      brokerage expenses of $20.6 million associated with entering into the
      reinsurance agreement with AII.





The
      Company currently operates two business segments, Reinsurance - AmTrust Quota
      Share and Reinsurance - Other. The Company evaluates segment performance based
      on segment profit, which excludes realized gains and losses, general corporate
      expenses and any other non-core business income or expenses. The following
      tables summarize business segments as follows:




**Three
              months ended March 31, 2008**
            
            **Reinsurance
                - AmTrust Quota Share**
            
            **Reinsurance
                - Other**
            
            **Total
                Reinsurance**
            
            **Corporateand
                other**
            
            **Total****Revenues**Net
                premium written
            
            $
            82,948
            
            $
            19,484
            
            $
            102,432
            
            $
            -
            
            $
            102,432Earned
                premium
            
            
            63,790
            
            
            1,515
            
            
            65,305
            
            
            
            
            
            65,305Investment
                income and other revenues
            
            
            1,351
            
            
            -
            
            
            1,351
            
            
            6,383
            
            
            7,734Total
                revenues
            
            
            65,141
            
            
            1,515
            
            
            66,656
            
            
            6,383
            
            
            73,039**Expenses**Loss
                and loss adjustment expenses
            
            
            37,208
            
            
            628
            
            
            37,836
            
            
            -
            
            
            37,836Commission
                and other acquisition expenses
            
            
            20,572
            
            
            689
            
            
            21,261
            
            
            -
            
            
            21,261Other
                expenses
            
            
            176
            
            
            149
            
            
            325
            
            
            1,101
            
            
            1,426Total
                expenses
            
            
            57,956
            
            
            1,466
            
            
            59,422
            
            
            1,101
            
            
            60,523Net
                Income
            
            $
            7,185
            
            $
            49
            
            $
            7,234
            
            $
            5,282
            
            $
            12,516Loss
                Ratio
            
            
            58.3
            %
            
            41.5
            %
            
            58.0
            %
            
            -
            
            
            58.0
            %Expense
                Ratio
            
            
            32.5
            %
            
            55.3
            %
            
            33.1
            %
            
            1.6
            %
            
            34.7
            %Combined
                Ratio
            
            
            90.8
            %
            
            96.8
            %
            
            91.1
            %
            
            1.6
            %
            
            92.7
            %





Since
      the
      Company’s insurance operations did not commence until June 29, 2007, a detailed
      segment discussion has not been included. Any significant change has already
      been discussed in the consolidated results of operations.





**Liquidity
      and Capital Resources**





Substantially
      all of our operations are conducted by Maiden Insurance. Accordingly, we will
      have continuing cash needs for administrative expenses, and the payment of
      principal and interest on any future borrowings. Funds to meet these obligations
      will come primarily from dividend payments from Maiden Insurance.





***Our
      Liquidity Requirements***





Our
      principal consolidated cash requirements are net cash settlements under our
      reinsurance agreements, payment of losses and loss adjustment expenses, ceding
      commissions to insurance companies including AmTrust, operating expenses and
      dividends to our shareholders. On January 7, 2008, the Company’s Board of
      Directors approved quarterly cash dividends of $0.025 per share of common share
      payable to shareholders of record as of January 8, 2008 and April 1, 2008
      respectively. The dividends are payable on January 15, 2008 and April 15, 2008.
      On June 4, 2008, the Company’s Board of Directors has approved an increase





21





in
      the
      regular quarter dividend from $0.025 per common share to $0.05 per share. This
      dividend is payable July 15 to shareholders of record July 1. Any determination
      to pay dividends will be at the discretion of our Board of Directors and will
      be
      dependent upon our results of operations and cash flows, our financial position
      and capital requirements, general business conditions, legal, regulatory, rating
      agency and any contractual restrictions on the payment of dividends and any
      other factors our Board of Directors deems relevant, including Bermuda legal
      and
      regulatory constraints.




***Sources
      of Cash***





Our
      sources of cash principally consist of the net proceeds from reinsurance
      premiums collected, net cash settlements under our reinsurance agreement,
      investment income and proceeds from sales and redemptions of
      investments.





The
      following table is a summary of our statement of cash flows:




**Three
                months**
              **ended**
              **March
                31, 2008**
              **(in
                thousands)**Cash
                and cash equivalents provided by (used in):Operating
                activities
            
            $
            4,298Investing
                activities
            
            
            (97,706
            )Financing
                activities
            
            
            100,683Change
                in cash and cash equivalents
            
            $
            7,275





Net
      cash
      provided by operating activities was positive for the three months ended March
      31, 2008.




Cash
      used
      in investing activities during the period represents, primarily, the net
      purchases (purchases less sales) of investments. For the three months ended
      March 31, 2008, the Company’s net purchases of fixed-maturity securities totaled
      $97.6 million.





Cash
      used
      in financing activities for the three months ended March 31, 2008 consisted
      of
      purchases of $102.2 million of securities sold under agreements to
      repurchase and dividend payments of $1.5 million.





***Securities
      Sold Under Agreements to Repurchase, at Contract Value***





The
      Company enters into repurchase agreements. The agreements are accounted for
      as
      collateralized borrowing transactions and are recorded at contract amounts.
      The
      Company receives cash or securities, that it invests or hold in short term
      or
      fixed income securities. As of March 31, 2008, there were $102.2 million
      principal amount outstanding at interest rates between 2.6% and 3.26%. Interest
      expense associated with these repurchase agreements for the three months ended
      March 31, 2008 was $0.4 million of which $0.1 million was accrued as of March
      31, 2008. The Company has approximately $102.2 million of collateral pledged
      in
      support of these agreements.





***Restrictions
      on Dividend Payments from Maiden Insurance***





Bermuda
      legislation imposes limitations on the dividends that Maiden Insurance may
      pay.
      As a regulated insurance company in Bermuda, Maiden Insurance is required under
      the Insurance Act to maintain a specified solvency margin and a minimum
      liquidity ratio and is prohibited from declaring or paying any dividends if
      doing so would cause Maiden Insurance to fail to meet its solvency margin and
      its minimum liquidity ratio. Under the Insurance Act, Maiden Insurance may
      not
      declare or pay dividends without the approval of the BMA if Maiden Insurance
      fails to meet its solvency margin and minimum liquidity ratio on the last day
      of
      the previous fiscal year. Under the Insurance Act, Maiden Insurance is
      prohibited, without the approval of the BMA, from reducing by 15% or more its
      total statutory capital as set forth on its financial statements for the
      previous year. In addition, under the Companies Act, Maiden Insurance may not
      declare or pay a dividend, or make a distribution from contributed surplus,
      if
      there are reasonable grounds for believing that it is, or would after the
      payment be, unable to pay its liabilities as they become due, or the realizable
      value of its assets would be less than the aggregate of its liabilities and
      its
      issued share capital and share premium accounts. As of March 31, 2008, we were
      in compliance with all solvency margin and minimum liquidity ratio
      requirements.





22


***Loan
      to AII and Other Collateral Arrangements***





Generally,
      under U.S. state insurance laws, a ceding company is not permitted to take
      credit for reinsurance in its statutory financial statements (meaning that
      it is
      not permitted to reduce its liabilities in such financial statements by the
      amount of losses ceded to a reinsurer) unless the reinsurer is accredited,
      licensed or otherwise approved by the insurance regulator in the ceding
      company’s state of domicile or provides collateral to secure its obligations to
      the ceding company under the reinsurance agreement. Acceptable collateral for
      these purposes can take a number of forms, including a ‘‘funds withheld’’
account (in which the ceding company retains control of the funds representing
      premiums transferred to the reinsurer and deducts ceded losses from such funds),
      letters of credit or a trust account established for the benefit of the ceding
      company (often called a ‘‘Regulation 114 trust’’). Maiden Insurance is not an
      accredited, licensed or otherwise approved reinsurer in any U.S. state and
      we
      expect that it may establish Regulation 114 trusts or may cause its bankers
      to
      issue letters of credit for the benefit of its ceding companies domiciled in
      the
      United States. A Regulation 114 trust must be funded with cash or high-quality
      instruments in an amount equal to at least 102% of the reinsurer’s obligations
      to the ceding company in order to receive credit on its statutory financial
      statements. Letters of credit issued by the Company’s bankers will also need to
      be collateralized with cash or high quality instruments in amount equal to
      at
      least 100% of the letters of credit issued.





Further,
      Maiden Insurance has agreed to collateralize its obligations under its
      reinsurance agreement with AII by one or more of the following methods, at
      the
      election of Maiden Insurance:





•
            by
                lending assets to AII pursuant to a loan agreement between Maiden
                Insurance and AII, with such assets being deposited by AII into the
                Regulation 114 trusts established or to be established by AII for
                the sole
                benefit of AmTrust’s U.S. insurance subsidiaries pursuant to the
                reinsurance agreements between AII and those AmTrust
                subsidiaries;





•
            by
                transferring to AII assets for deposit into those Regulation 114
                trusts;





•
            by
                delivering letters of credit to the applicable AmTrust U.S. insurance
                subsidiaries on behalf of AII; Or





•
            by
                requesting that AII cause such AmTrust U.S. insurance subsidiaries
                to
                withhold premiums otherwise payable to Maiden Insurance through
                AII.




In
      2007,
      Maiden Insurance elected to satisfy its collateral obligations under the Quota
      Share Agreement by lending funds (which may include cash or investments) on
      an
      unsecured basis to AII. As of March 31, 2008, cash and assets totaling $113.5
      million were loaned to AII. As a result of the loan and the possible use of
      Regulation 114 trusts in the future, a substantial portion of our assets,
      including a disproportionate share of our higher-quality fixed-income
      investments, will not be available to us for other uses, which will reduce
      our
      financial flexibility.




***Investment
      Portfolio***





Our
      investment portfolio, including cash and cash equivalents, increased $111.1
      million, or 21.1% to $637.3 million at March 31, 2008 from $526.2 million as
      of
      December 31, 2007. Our fixed maturities are classified as available for sale
      (91.3%) as of March 31, 2008, as defined by SFAS No. 115, “Accounting for
      Certain Investments in Debt and Equity Securities.” As such, the reported value
      of those securities is equal to their fair value. Our fixed maturity securities,
      gross, as of this date had a fair value of $581.9 million and an amortized
      cost
      of $609.1 million. Sales of securities under repurchase agreements are
      accounted for as collateralized borrowing transactions and are recorded at
      their
      contracted amounts. Our investment portfolio is summarized in the table below
      by
      type of investment:





23




**(Unaudited)**
              **March
                31, 2008**
            
            **December
                31, 2007****Fair
                value**
            
            **Percentage**
              **of
                portfolio**
            
            **Fair
                value**
            
            **Percentage**
              **of
                portfolio**($
                amounts in thousands)Cash
                and cash equivalents
            
            $
            43,004
            
            
            7
            %
            $
            35,729
            
            
            7
            %U.S.
                Agency - mortgage backed securities
            
            
            287,809
            
            
            45
            %
            
            205,023
            
            
            39
            %Corporate
                fixed maturities
            
            
            294,081
            
            
            46
            %
            
            269,766
            
            
            51
            %Other
                investments
            
            
            12,383
            
            
            2
            %
            
            15,656
            
            
            3
            %Total
                available for sale investments
            
            $
            637,277
            
            
            100
            %
            $
            526,174
            
            
            100
            %





Quarterly,
      the Company evaluates for other-than-temporary-impairment, whereby it evaluates
      each security which has an unrealized loss as of the end of the subject
      reporting period. We use a set of quantitative and qualitative criteria to
      review our investment portfolio to evaluate the necessity of recording
      impairment losses for other-than-temporary declines in the fair value of our
      investments. Some of the criteria we consider include:





·
            how
                long and by how much the fair value of the security has been below
                its
                amortized cost;





·
            the
                financial condition and near-term prospects of the issuer of the
                security,
                including any specific events that may affect its operations or
                earnings;





·
            our
                intent and ability to keep the security for a sufficient time period
                for
                it to recover its value;





·
            any
                nonpayment of scheduled interest payments;
                and





·
            the
                occurrence of discrete credit event resulting in (i) the issuer defaulting
                on material outstanding obligation (ii) the issuer seeking protection
                under bankruptcy law.





During
      the three months ended March 31, 2008, based on the criteria above, we
      determined that no securities were other-than-temporarily-impaired.





**Item
      3. Exposures to Market Risk**





***Quantitative
      and Qualitative Disclosures about Market Risk***


Market
      risk is the risk that we will incur losses in our investments due to adverse
      changes in market rates and prices. Market risk is directly influenced by the
      volatility and liquidity in the market in which the related underlying assets
      are invested. We believe that we are principally exposed to two types of market
      risk: changes in interest rates and changes in credit quality of issuers of
      investment securities and reinsurers.





***Interest
      Rate Risk***


Interest
      rate risk is the risk that we may incur economic losses due to adverse changes
      in interest rates. The primary market risk to the investment portfolio is
      interest rate risk associated with investments in fixed maturity securities.
      Fluctuations in interest rates have a direct impact on the market valuation
      of
      these securities. At March 31, 2008, we had fixed maturity securities with
      a
      fair value of $581.9 million that are subject to interest rate
      risk.





The
      table
      below summarizes the interest rate risk associated with our fixed maturity
      securities by illustrating the sensitivity of the fair value and carrying value
      of our fixed maturity securities as of March 31, 2008 to selected hypothetical
      changes in interest rates, and the associated impact on our stockholders’
equity. Temporary changes in the fair value of our fixed maturity securities
      that are held as available-for-sale do impact the carrying value of these
      securities and are reported in our shareholders’ equity as a component of other
      comprehensive income. The selected scenarios in the table below are not
      predictions of future events, but rather are intended to illustrate the effect
      such events may have on the fair value and carrying value of our fixed maturity
      securities and on our shareholders’ equity, as of March 31,
      2008.





24




**Hypothetical Change in Interest Rates**
            
            **Fair
                Value**
            
            **Estimated
                Change**
              **in
                Fair Value**
            
            **Hypothetical**
              **Percentage**
              **(Increase)**
              **Decrease
                in**
              **Shareholders’
                Equity**200
                basis point increase
            
            $
            534,885
            
            $
            (47,003
            )
            
            -9
            %100
                basis point increase
            
            
            557,585
            
            
            (24,303
            )
            
            -5
            %No
                change
            
            
            581,890
            
            
            -
            
            
            0
            %100
                basis point decrease
            
            
            607,937
            
            
            26,049
            
            
            5
            %200
                basis point decrease
            
            $
            635,892
            
            $
            54,004
            
            
            10
            %








***Credit
      Risk***


In
      providing reinsurance, we will have premiums receivable subject to credit risk
      of the ceding company. Our
      credit risk results from our insureds’ potential inability to meet their premium
      obligations. We also are exposed to credit risk on our investment portfolio.
      Our
      credit risk is the potential loss in market value resulting from adverse change
      in the borrower’s ability to repay its obligations. Our investment objectives
      are to preserve capital, generate investment income and maintain adequate
      liquidity for the payment of claims and debt service, if any. We seek to achieve
      these goals by investing in a diversified portfolio of securities. We manage
      credit risk through regular review and analysis of the creditworthiness of
      all
      investments and potential investments. If we retrocede business to other
      reinsurers, we will have reinsurance recoverables subject to credit risk. To
      mitigate the risk of these counterparties’ nonpayment of amounts due, we will
      establish business and financial standards for reinsurer approval, incorporating
      ratings and outlook by major rating agencies and considering then-current market
      information. Further, we are subject to the credit risk that AII and/or AmTrust
      will fail to perform their obligations to pay interest on and repay principal
      of
      amounts loaned to AII pursuant to its loan agreement with Maiden Insurance,
      and
      to reimburse Maiden Insurance for any assets or other collateral of Maiden
      that
      AmTrust’s U.S. insurance company subsidiaries apply or retain, and income on
      those assets.





***Off-Balance
      Sheet Transactions***


We
      have
      no off-balance sheet arrangements or transactions with unconsolidated, special
      purpose entities.




***Risks
      Associated with Forward-Looking Statements Included in this Form
      10-Q***





This
      Form
      10-Q contains certain forward-looking statements within the meaning of Section
      27A of the Securities Act of 1933 and Section 21E of the Securities Exchange
      Act
      of 1934, which are intended to be covered by the safe harbors created thereby.
      These statements include the plans and objectives of management for future
      operations, including plans and objectives relating to future growth of the
      Company’s business activities and availability of funds. The forward-looking
      statements included herein are based on current expectations that involve
      numerous risks and uncertainties. Assumptions relating to the foregoing involve
      judgments with respect to, among other things, future economic, competitive
      and
      market conditions, regulatory framework, weather-related events and future
      business decisions, all of which are difficult or impossible to predict
      accurately and many of which are beyond the control of the Company. Although
      the
      Company believes that the assumptions underlying the forward-looking statements
      are reasonable, any of the assumptions could be inaccurate and, therefore,
      there
      can be no assurance that the forward-looking statements included in this Form
      10-Q will prove to be accurate. In light of the significant uncertainties
      inherent in the forward-looking statements included herein, the inclusion of
      such information should not be regarded as a representation by the Company
      or
      any other person that the objectives and plans of the Company will be
      achieved.




25




**Item
      4. Controls and Procedures**





The
      principal executive officer and principal financial officer of the Company
      have
      evaluated the Company’s disclosure controls and procedures and have concluded
      that, as of the end of the period covered by this report, such disclosure
      controls and procedures were effective in ensuring that information required
      to
      be disclosed by the Company in the reports that it files or submits under the
      Securities Exchange Act of 1934 is timely recorded, processed, summarized and
      reported. The principal executive officer and principal financial officer also
      concluded that such disclosure controls and procedures were effective in
      ensuring that information required to be disclosed by the Company in the reports
      that it files or submits under such Act is accumulated and communicated to
      the
      Company’s management, including its principal executive officer and principal
      financial officer, as appropriate, to allow timely decisions regarding required
      disclosure. During the most recent fiscal quarter, there have been no changes
      in
      the Company’s internal controls over financial reporting that have materially
      affected, or are reasonably likely to materially affect, the Company’s internal
      control over financial reporting.








26


PART
      II -
      OTHER INFORMATION





**Item
      6.**  **Exhibits**




**Exhibit
                Number******
            
            **Description**31.1
            
            Certification
                of the Chief Executive Officer, pursuant to Rule 13a-14(a) or 15d-14(a),
                for the quarter ended March 31, 2008.31.2
            
            Certification
                of the Chief Financial Officer, pursuant to Rule 13a-14(a) or 15d-14(a),
                for the quarter ended March 31, 2008.32.1
            
            Certification
                of the Chief Executive Officer, pursuant to 18 U.S.C. Section 1350,
                for
                the quarter ended March 31, 2008.32.2
            
            Certification
                of the Chief Financial Officer, pursuant to 18 U.S.C. Section 1350,
                for
                the quarter ended March 31, 2008.




27








SIGNATURES





Pursuant
      to 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 hereunto
      duly authorized .





Maiden
                Holdings, Ltd.(Registrant)Date:
                June 19, 2008
            
            /s/ 
                Max G. CavietMax
                G. Caviet
              President
                and Chief Executive Officer/s/ 
                Michael J. TaitMichael
                J. Tait
              Chief
                Financial Officer










28