UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-Q

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

For the Quarter Ended March 31, 2004
Commission File No. 001-31984

BRISTOL WEST HOLDINGS, INC.(Exact name of registrant as specified in its charter)

|Delaware(State or other jurisdiction of
incorporation or organization)     |  | 13-3994449(I.R.S. Employer
Identification No.)
|-------------------------------------------------------------------------- |  | ----------------------------------------------
|5701 Stirling Road, Davie, Florida(Address of principal executive offices) |  | 33314(Zip Code)                               

Registrant's telephone number, including area code:
(954) 316-5200

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.

| |  | Yesý |  | Noo |  | 
| |  | ---- |  | --- |  | 

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

| |  | Yeso |  | Noý |  | 
| |  | ---- |  | --- |  | 

At
March 31, 2004, the Registrant had issued and outstanding an aggregate of 30,871,848 shares of its Common Stock.



---





INDEX TO QUARTERLY REPORT  ON FORM 10-Q

|                                                                         |  |         |  |                                                                                                                           |  | Page
|------------------------------------------------------------------------ |  | ------- |  | ------------------------------------------------------------------------------------------------------------------------- |  | ----
|Part I                                                                   |  |         |  | Financial Information                                                                                                     |  |     
|                                                                         |  | Item 1. |  | Financial Statements:                                                                                                     |  |     
|                                                                         |  |         |  | Consolidated Balance Sheets as of March 31, 2004 (unaudited) and December 31, 2003                                        |  | 1   
|                                                                         |  |         |  | Consolidated Statements of Income for the three months ended March 31, 2004 and 2003 (unaudited)                          |  | 2   
|                                                                         |  |         |  | Consolidated Statements of Changes in Stockholders' Equity for the three months ended March 31, 2004 and 2003 (unaudited) |  | 3   
|                                                                         |  |         |  | Consolidated Statements of Cash Flows for the three months ended March 31, 2004 and 2003 (unaudited)                      |  | 4   
|                                                                         |  |         |  | Notes to Consolidated Financial Statements                                                                                |  | 5   
|                                                                         |  | Item 2. |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                                     |  | 8   
|                                                                         |  | Item 3. |  | Quantitative and Qualitative Disclosure About Market Risk                                                                 |  | 15  
|                                                                         |  | Item 4. |  | Controls and Procedures                                                                                                   |  | 16  
|Part II                                                                  |  |         |  | Other Information                                                                                                         |  |     
|                                                                         |  | Item 1. |  | Legal Proceedings                                                                                                         |  | 17  
|                                                                         |  | Item 2. |  | Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities                                          |  | 17  
|                                                                         |  | Item 3. |  | Defaults Upon Senior Securities                                                                                           |  | 17  
|                                                                         |  | Item 4. |  | Submission of Matters to a Vote of Security Holders                                                                       |  | 17  
|                                                                         |  | Item 5. |  | Other Information                                                                                                         |  | 17  
|                                                                         |  | Item 6. |  | Exhibits and Reports on Form 8-K                                                                                          |  | 18  
|Signatures                                                               |  | 21     
|Certifications Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |  |        

i

---





BRISTOL WEST HOLDINGS, INC.        CONSOLIDATED BALANCE SHEETS

Item I

|                                                                              |                                                                                                                                                                 | (Unaudited)
March 31, 2004                      |                          | December 31,
2003 |        
|----------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------- | ------------------------ | ----------------- | -------
|
|Assets:                                                                       |                                                                                                                                                                 |                                                 |                          |                   |        
|Investments:                                                                  |                                                                                                                                                                 |                                                 |                          |                   |        
|                                                                              | Fixed maturities available-for-sale (amortized cost $248,2942004 and $136,0652003)                                                                            |                                                 | $                        | 253,078           |        
|                                                                              | Equity securities available-for-sale (cost $2,1822004 and $1,7822003)                                                                                         |                                                 |                          | 2,185             |        
|                                                                              |                                                                                                                                                                 |                                                 |                          |                   |        
|                                                                              |                                                                                                                                                                 |                                                 | Total investments        |                   |        
|Cash and cash equivalents                                                     |                                                                                                                                                                 |                                                 | 33,080                   |                   |        
|Accrued investment income                                                     |                                                                                                                                                                 |                                                 | 2,087                    |                   |        
|Premiums receivable                                                           |                                                                                                                                                                 |                                                 | 183,261                  |                   |        
|Reinsurance recoverables on paid and unpaid losses & loss adjustment expenses |                                                                                                                                                                 |                                                 | 148,768                  |                   |        
|Prepaid reinsurance                                                           |                                                                                                                                                                 |                                                 | 107,246                  |                   |        
|Ceding commission receivable                                                  |                                                                                                                                                                 |                                                 | 100,323                  |                   |        
|Deferred policy acquisition costs                                             |                                                                                                                                                                 |                                                 | 29,972                   |                   |        
|Property, equipment and leasehold improvementsnet                            |                                                                                                                                                                 |                                                 | 15,397                   |                   |        
|Goodwill                                                                      |                                                                                                                                                                 |                                                 | 101,677                  |                   |        
|Other assets                                                                  |                                                                                                                                                                 |                                                 | 8,481                    |                   |        
|                                                                              |                                                                                                                                                                 |                                                 |                          |                   |        
|Total assets                                                                  |                                                                                                                                                                 | $                                               | 985,555                  |                   | $      
|                                                                              |                                                                                                                                                                 |                                                 |                          |                   |        
|Liabilities and Stockholders' Equity:                                         |                                                                                                                                                                 |                                                 |                          |                   |        
|Liabilities:                                                                  |                                                                                                                                                                 |                                                 |                          |                   |        
|                                                                              | Policy liabilities:                                                                                                                                             |                                                 |                          |                   |        
|                                                                              |                                                                                                                                                                 | Reserve for losses and loss adjustment expenses |                          | $                 | 198,416
|                                                                              |                                                                                                                                                                 | Drafts outstanding                              |                          |                   | 2,169  
|                                                                              |                                                                                                                                                                 | Unearned premiums                               |                          |                   | 199,549
|                                                                              |                                                                                                                                                                 |                                                 |                          |                   |        
|                                                                              |                                                                                                                                                                 |                                                 | Total policy liabilities |                   |        
|Reinsurance payables                                                          |                                                                                                                                                                 |                                                 | 168,513                  |                   |        
|Accounts payable and other liabilities                                        |                                                                                                                                                                 |                                                 | 60,245                   |                   |        
|Deferred income taxes                                                         |                                                                                                                                                                 |                                                 | 6,778                    |                   |        
|Long-term debt                                                                |                                                                                                                                                                 |                                                 | 75,000                   |                   |        
|                                                                              |                                                                                                                                                                 |                                                 |                          |                   |        
|                                                                              |                                                                                                                                                                 |                                                 | Total liabilities        |                   |        
|                                                                              |                                                                                                                                                                 |                                                 |                          |                   |        
|Commitments and contingent liabilities (Note 7)                               |                                                                                                                                                                 |                                                 |                          |                   |        
|Stockholders' equity:                                                         |                                                                                                                                                                 |                                                 |                          |                   |        
|                                                                              | Preferred stock, $0.01 par value (15,000,000 shares authorized; 0 shares outstanding as of March 31, 2004 and December 31, 2003, respectively)                  |                                                 |                          |                  |        
|                                                                              | Common stock, $0.01 par value (200,000,000 shares authorized; 31,536,786 and 24,506,485 shares issued as of March 31, 2004 and December 31, 2003, respectively) |                                                 |                          | 315               |        
|                                                                              | Additional paid-in capital                                                                                                                                      |                                                 |                          | 218,416           |        
|                                                                              | Treasury stock at cost (664,938 and 662,330 shares held as of March 31, 2004 and December 31, 2003, respectively)                                               |                                                 |                          | (2,632            | )      
|                                                                              | Stock subscription receivable                                                                                                                                   |                                                 |                          | (289              | )      
|                                                                              | Retained earnings                                                                                                                                               |                                                 |                          | 56,050            |        
|                                                                              | Accumulated other comprehensive income                                                                                                                          |                                                 |                          | 3,025             |        
|                                                                              |                                                                                                                                                                 |                                                 |                          |                   |        
|Total stockholders' equity                                                    |                                                                                                                                                                 |                                                 | 274,885                  |                   |        
|                                                                              |                                                                                                                                                                 |                                                 |                          |                   |        
|Total liabilities and stockholders' equity                                    |                                                                                                                                                                 | $                                               | 985,555                  |                   | $      
|                                                                              |                                                                                                                                                                 |                                                 |                          |                   |        

The accompanying notes are an integral part of the consolidated financial statements.

1

---





BRISTOL WEST HOLDINGS, INC.        CONSOLIDATED STATEMENTS OF INCOME        (Unaudited)

|                                    |                                              | Three Months Ended March 31,
|----------------------------------- | -------------------------------------------- | ----------------------------
|
|
|Revenue:                            |                                              |                             
|                                    | Net premiums earned                          |                             
|                                    | Net investment income                        |                             
|                                    | Policy service fee revenues                  |                             
|                                    | Other income                                 |                             
|                                    |                                              |                             
|                                    |                                              |                             
|                                    |                                              |                             
|Costs and Expenses:                 |                                              |                             
|                                    | Losses and loss adjustment expenses incurred |                             
|                                    | Commissions and other underwriting expenses  |                             
|                                    | Other operating and general expenses         |                             
|                                    | Interest expense                             |                             
|                                    | Extinguishment of debt                       |                             
|                                    | Stock based compensation expense             |                             
|                                    |                                              |                             
|                                    |                                              |                             
|                                    |                                              |                             
|Income before income taxes          |                                              |                             
|Income tax expense                  |                                              |                             
|                                    |                                              |                             
|Net Income                          |                                              | $                           
|                                    |                                              |                             
|Net income per common shareBasic   |                                              | $                           
|Net income per common shareDiluted |                                              | $                           

The
accompanying notes are an integral part of the consolidated financial statements.

2

---





BRISTOL WEST HOLDINGS, INC.        CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY        (Unaudited)

|                                                                         |                              | Three Months Ended March 31, 2004 and 2003                        |    
|------------------------------------------------------------------------ | ---------------------------- | ----------------------------------------------------------------- | ---
|
|
|Balance at January 1, 2004                                               |                              | $                                                                 | 245
|Issuance of common stock in initial public offering (6,250,000 shares)   |                              |                                                                   | 62 
|Exercise of options and warrants, including tax benefit (750,751 shares) |                              |                                                                   | 8  
|Shares issued for services (29,550 shares)                               |                              |                                                                   |    
|Acquisition of treasury stock (2,608 shares)                             |                              |                                                                   |    
|Comprehensive income:                                                    |                              |                                                                   |    
|                                                                         | Net Income                   |                                                                   |    
|                                                                         | Other, comprehensive income: |                                                                   |    
|                                                                         |                              | Unrealized gain on securities, net of reclassification adjustment |    
|                                                                         |                              |                                                                   |    
|Comprehensive income                                                     |                              |                                                                   |    
|                                                                         |                              |                                                                   |    
|Payment of stock subscriptions receivable                                |                              |                                                                   |    
|                                                                         |                              |                                                                   |    
|Balance at March 31, 2004                                                |                              | $                                                                 | 315
|                                                                         |                              |                                                                   |    
|Balance at January 1, 2003                                               |                              | $                                                                 | 245
|Options issued for services                                              |                              |                                                                   |    
|Acquisition of treasury stock (2,608 shares)                             |                              |                                                                   |    
|Comprehensive income:                                                    |                              |                                                                   |    
|                                                                         | Net Income                   |                                                                   |    
|                                                                         | Other, comprehensive income: |                                                                   |    
|                                                                         |                              | Unrealized gain on securities, net of reclassification adjustment |    
|                                                                         |                              | Interest rate cap adjustment                                      |    
|                                                                         |                              |                                                                   |    
|Comprehensive income                                                     |                              |                                                                   |    
|                                                                         |                              |                                                                   |    
|Payment of stock subscriptions receivable                                |                              |                                                                   |    
|                                                                         |                              |                                                                   |    
|Balance at March 31, 2003                                                |                              | $                                                                 | 245
|                                                                         |                              |                                                                   |    

The accompanying notes are an integral part of the consolidated financial statements.

3

---





BRISTOL WEST HOLDINGS, INC.        CONSOLIDATED STATEMENTS OF CASH FLOWS        (Unaudited)

|                                      |                                                                                   | Three Months Ended March 31,            |                                    
|------------------------------------- | --------------------------------------------------------------------------------- | --------------------------------------- | -----------------------------------
|
|
|CASH FLOWS FROM OPERATING ACTIVITIES: |                                                                                   |                                         |                                    
|                                      | Net income                                                                        |                                         | $                                  
|                                      | Adjustments to reconcile net income to net cash provided by operating activities: |                                         |                                    
|                                      |                                                                                   | Accretion of fixed maturity investments |                                    
|                                      |                                                                                   | Depreciation and amortization           |                                    
|                                      |                                                                                   | Deferred federal income taxes           |                                    
|                                      |                                                                                   | Stock based compensation                |                                    
|                                      |                                                                                   | Extinguishment of debt                  |                                    
|                                      |                                                                                   | Changes in assets and liabilities:      |                                    
|                                      |                                                                                   |                                         | Premiums receivable                
|                                      |                                                                                   |                                         | Reinsurance receivables            
|                                      |                                                                                   |                                         | Prepaid reinsurance premiums       
|                                      |                                                                                   |                                         | Deferred policy acquisition costs  
|                                      |                                                                                   |                                         | Losses and loss adjustment expenses
|                                      |                                                                                   |                                         | Unearned premiums                  
|                                      |                                                                                   |                                         | Drafts outstanding                 
|                                      |                                                                                   |                                         | Reinsurance payables               
|                                      |                                                                                   |                                         | Other assets and liabilities       
|                                      |                                                                                   |                                         |                                    
|                                      |                                                                                   |                                         |                                    
|                                      |                                                                                   |                                         |                                    
|CASH FLOWS FROM INVESTING ACTIVITIES: |                                                                                   |                                         |                                    
|                                      | Purchase of fixed maturity investmentsavailable-for-sale                         |                                         |                                    
|                                      | Sales and maturities of fixed maturity investmentsavailable-for-sale             |                                         |                                    
|                                      | Purchase of equity securities                                                     |                                         |                                    
|                                      | Acquisition of property and equipment                                             |                                         |                                    
|                                      |                                                                                   |                                         |                                    
|                                      |                                                                                   |                                         |                                    
|                                      |                                                                                   |                                         |                                    
|CASH FLOWS FROM FINANCING ACTIVITIES: |                                                                                   |                                         |                                    
|                                      | Proceeds from initial public offering of stock                                    |                                         |                                    
|                                      | Proceeds from exercise of stock options, including tax benefit                    |                                         |                                    
|                                      | Acquisition of treasury stock                                                     |                                         |                                    
|                                      | Principal payments on notes payable                                               |                                         |                                    
|                                      | Proceeds from acquisition of long term bank debt                                  |                                         |                                    
|                                      | Payment of fees and expenses related to acquisition of long-term debt             |                                         |                                    
|                                      | Other                                                                             |                                         |                                    
|                                      |                                                                                   |                                         |                                    
|                                      |                                                                                   |                                         |                                    
|                                      |                                                                                   |                                         |                                    
|NET INCREASE IN CASH                  |                                                                                   |                                         | 23,824                             
|Cash, January 1                       |                                                                                   |                                         | 9,256                              
|                                      |                                                                                   |                                         |                                    
|Cash, March 31                        |                                                                                   | $                                       | 33,080                             
|                                      |                                                                                   |                                         |                                    

The
accompanying notes are an integral part of the consolidated financial statements.

4

---





BRISTOL WEST HOLDINGS, INC.        NOTES TO CONSOLIDATED FINANCIAL STATEMENTS        (Unaudited)        (in thousands, except per share data)

1.    Nature of Operations

Bristol West Holdings, Inc. (the "Company") is a property and casualty insurer writing and distributing private passenger automobile insurance. Given the
similar nature of the product, the regulatory environment in which it operates, the type of customer and the method of distribution, the operations of the Company are one segment. As of
March 31, 2004, the Company is licensed in 35 states and the District of Columbia. The Company consists of a holding company, four statutory entities (Bristol West Casualty Insurance Company,
Bristol West Insurance Company, Security National Insurance Company and Coast National Insurance Company), agencies and claims servicing companies.

2.    Basis of Presentation

The unaudited consolidated financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America
(GAAP) have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating
results for the three months ended March 31, 2004, are not necessarily indicative of the results that may be expected for the year ending December 31, 2004.
These unaudited consolidated financial statements and the notes thereto should be read in conjunction with the Company's audited financial statements and accompanying notes included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2003.

On
February 12, 2004, the Company declared a 130.38-for-one split of its outstanding common stock (see Note 4). All references to number of shares,
per share amounts and stock options data have been restated to reflect the stock split. The authorized number of shares of common stock has been increased to 200,000,000. In addition, 15,000,000
shares of preferred stock, par value $0.01 per share, have been authorized.

3.    Debt

On February 18, 2004, the Company completed a refinancing of its secured credit facility. The new bank agreement ("Bank Agreement") consists of:
(1) a $50,000 Secured Revolving Credit Facility, which includes up to $15,000 of letters of credit and matures in 2009, (2) a $35,000 Term A Loan, which matures in 2010 and (3) a
$40,000 Term B Loan, which matures in 2011. The Company's interest rate on borrowings under the Bank Agreement is London Interbank Offered Rate (LIBOR) plus a margin (1% to 2.25%), which is determined
based on the Company's consolidated total debt to consolidated total capitalization ratio. The Company also pays certain commitment fees. The Bank Agreement is secured by a pledge of stock of certain
of the Company's subsidiaries. The refinancing had the effect of extending the maturity of the Company's debt coming due in 2005 through 2007. The Company had no borrowings on the revolving credit
line at March 31, 2004. The amount outstanding on the new bank agreement at March 31, 2004 was $75,000. In connection with the refinancing, the Company recorded a charge of $1,613
related primarily to the write-off of deferred financing fees.

5

---



4.    Initial Public Offering

On February 12, 2004, an initial public offering of 17,250,000 shares of the Company's common stock (after effect of a
130.38-for-one stock split (see Note 2)) was completed. The Company sold 6,250,000 shares resulting in net proceeds to the Company (after deducting issuance costs) of
approximately $113,162. The Company contributed $110,000 of the proceeds to its insurance subsidiaries, which increased their statutory surplus. The additional capital will permit the Company to
reduce its reinsurance purchases and to retain more gross premiums written over time. The Company intends to use the remaining $3,162 for general corporate purposes at the holding company level.
Additionally, selling shareholders sold 11,000,000 shares of common stock in connection with the initial public offering, which included the exercise of the underwriters' over-allotment of
2,250,000 shares. Although the Company did not receive any proceeds for the sale of stock by the
selling shareholders, the Company did receive net proceeds of approximately $6,936, including the related tax benefit, from the selling shareholders' exercise of stock options and warrants of 750,751
shares.

5.    Net Income per Share

The following table sets forth the computation of basic and diluted earnings per share:

Three Months Ended March 31,2004

2003Net income applicable to common stockholders

$
14,546

$
12,759Weighted average common sharesbasic


28,477,799


23,814,820Effect of dilutive securities:Options


1,670,801


Warrants


306,008


Weighted average common sharesdilutive


30,454,608


23,814,820Basic Earnings Per Share

$
0.51

$
0.54Diluted Earnings Per Share

$
0.48

$
0.54


6.    Stock Options

In December 2002, the Financial Accounting Standards Board issued SFAS No. 148,Accounting for Stock-Based
CompensationTransition and Disclosure.This statement provides alternative methods of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation. It also amends the disclosure requirements of SFAS No. 123,Accounting for Stock-Based
Compensation, to require prominent disclosures in both annual and interim financial statements about the method of accounting for stock-based employee compensation and the
effect of the method on reported results. The Company has elected to continue to apply APB No. 25,Accounting for Stock Issued to Employees, and
related interpretations in accounting for stock options.

6

---



The
following table illustrates the effect on net income and net income per share if the Company had applied SFAS No. 123 to stock based compensation.

Three Months Ended March 31,2004

2003Net income, as reported

$
14,546

$
12,759Deduct: Total stock-based employee compensation expense determined under fair value method for all awards, net of related tax effects


(61
)

(52
)Pro forma net income

$
14,485

$
12,707Net income per shareBasicAs reported

$
0.51

$
0.54BasicPro forma

$
0.51

$
0.53DilutedAs reported

$
0.48

$
0.54DilutedPro forma

$
0.48

$
0.53


7.    Commitments and Contingencies

In the course of pursuing its normal business activities, the Company is involved in various legal proceedings and claims. Management does not expect that
amounts, if any, which may be required to be paid by reason of such proceedings or claims will have a material effect on the Company's financial position or results of operations.

7

---





Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis of the results of operations for the three months ended March 31, 2004 and March 31, 2003 has been derived
from and should be read in conjunction with the consolidated financial statements included elsewhere in this document.

Overview

We provide non-standard private passenger automobile insurance and related services. Non-standard automobile insurance provides coverage
to drivers who find it difficult to purchase standard automobile insurance as a result of a number of factors, including their driving record, vehicle, age or claims history, or because they have
limited financial resources. Typically, these drivers purchase minimal levels of insurance coverage in order to comply with state-mandated financial responsibility laws. Non-standard
automobile insurance policies generally require higher premiums than standard or preferred automobile insurance policies for comparable coverage.

Our
insurance subsidiaries offer insurance coverage exclusively through a network of approximately 5,500 independent agents and brokers, some of whom operate from multiple locations. We
are licensed to provide insurance in 35 states and the District of Columbia, though we focus our resources in 18 states that we believe provide significant opportunity for profitable growth. Our
non-insurance subsidiaries provide our policyholders a variety of services, including policy servicing and installment payment plans.

Our
revenues are derived principally from the following:



Our
expenses consist primarily of the following:



Results of Operations

The table below summarizes certain operating results we use in monitoring and evaluating our operations. The information provided is intended to summarize and
supplement information contained

8

---



in
our consolidated financial statements and to assist the reader in gaining a better understanding of our results of operations.

|                                    |                                              | Periods ended March 31,  |        
|----------------------------------- | -------------------------------------------- | ------------------------ | -------
|
|
|Statement of Operations Data:       |                                              |                          |        
|Revenue:                            |                                              |                          |        
|                                    | Net premiums earned                          |                          | $      
|                                    | Net investment income                        |                          |        
|                                    | Policy service fee revenues                  |                          |        
|                                    | Other income                                 |                          |        
|                                    |                                              |                          |        
|                                    |                                              | Total revenue            |        
|                                    |                                              |                          |        
|Costs and Expenses:                 |                                              |                          |        
|                                    | Losses and loss adjustment expenses incurred |                          |        
|                                    | Commissions and other underwriting expenses  |                          |        
|                                    | Other operating and general expenses         |                          |        
|                                    | Interest expense                             |                          |        
|                                    | Extinguishment of debt                       |                          |        
|                                    | Stock based compensation expense             |                          |        
|                                    |                                              |                          |        
|                                    |                                              | Total costs and expenses |        
|                                    |                                              |                          |        
|Income before income taxes          |                                              |                          | 22,907 
|Income tax expense                  |                                              |                          | 8,361  
|                                    |                                              |                          |        
|Net Income                          |                                              | $                        | 14,546 
|                                    |                                              |                          |        
|Per Share Data:                     |                                              |                          |        
|Net income per common shareBasic   |                                              | $                        | 0.51   
|Net income per common shareDiluted |                                              | $                        | 0.48   
|Operating Data:                     |                                              |                          |        
|Gross premiums written              |                                              | $                        | 205,617
|Net premiums written                |                                              |                          | 99,771 
|Gross premiums earned               |                                              |                          | 163,246
|Ratios:                             |                                              |                          |        
|Loss ratio (a)                      |                                              |                          | 54.0   
|Expense ratio (b)                   |                                              |                          | 18.8   
|                                    |                                              |                          |        
|Combined ratio (c)                  |                                              |                          | 72.8   
|                                    |                                              |                          |        

---

9

---



Overview of Operating Results

Net income increased by 13.3% from $12.8 million for the three months ended March 31, 2003 to $14.5 million for the three months ended
March 31, 2004. During the three months ended March 31, 2004, the Company incurred an after tax charge of $1.0 million related to the write-off of deferred financing
costs related to a refinanced bank facility as discussed later. Also, the company incurred an after tax charge of $0.4 million related to stock-based compensation expense associated with a gift
share program whereby all employees who were not already owners of stock in the Company were granted shares in conjunction with the Company's initial public offering. Without these two charges, net
income for the quarter would have been $15.9 million. The increase in net income in 2004 as compared to the same period in the prior year is primarily attributable to growth in gross written
and gross earned premium and an improvement in the underlying profitability on the business written. The Company's loss and loss adjustment expense ratio improved from 58.2% for the three months
ended March 31, 2003 to 54.0% for the three months ended March 31, 2004 as a result of underwriting, premium rate and product changes coupled with continued operational improvements in
our claims division. The Company's expense ratio improved from 20.6% for the three months ended March 31, 2003 to 18.8% for the three months ended March 31, 2004 as a result of increased
ceding commissions resulting from an improved combined ratio on the business ceded and continued operational efficiencies.

Three Months Ended March 31, 2004 compared to Three Months Ended March 31, 2003

Gross Premiums Written.Gross premiums written increased to $205.6 million for the three months ended March 31,
2004, or by 25.1%, compared to $164.4 million for the same period in 2003. The growth in premium is primarily the result of an increase in the average premium per policy and improved policy
retention rates. In California, our largest market, gross written premium increased by 22.8% from $108.1 million for the three months ended March 31, 2003 to $132.7 million for
the three months ended March 31, 2004, primarily as a result of the improved retention rate. In Florida, our second largest market, gross written premium increased 22.7% from
$18.5 million for the three months ended March 31, 2003 to $22.7 million for the three months ended March 31, 2004. In Michigan, our third largest market, gross written
premium increased by 63.5% from $10.4 million for the three months ended March 31, 2003 to $17.0 million for the three months ended March 31, 2004. In both of these states,
we introduced more segmentation into our rating structures, which rendered our products more broadly competitive, and we appointed additional producers.

Net Premiums Written.Net written premium for the three-month period ended March 31, 2004 was $99.8 million
compared to $68.4 million for the same period in 2003, representing an increase of 45.9%. The increase in net premiums written exceeded the increase in gross premiums written as a result of
changes in the Company's underlying reinsurance programs. The most significant change relates to the percentage of premiums ceded under our quota share reinsurance treaty, whereby the cession rate was
decreased from 60% for the 2003 underwriting year to 50% for the 2004 underwriting year.

Net Premiums Earned.Net premiums earned for the first quarter of 2004 were $69.6 million compared to
$72.4 million for the same quarter in 2003, representing a decrease of 3.9%. This decrease is related to changes in our underlying quota share reinsurance contracts, which are structured on an
underwriting year basis. Net premiums earned in the first quarter of 2004 were impacted by premiums written in underwriting year 2003, which was ceded at 60%. Net premiums earned in the first quarter
of 2003 were impacted by premiums written in underwriting year 2002, which was ceded at approximately 50%. As the year progresses the relationship between net written and net earned premiums should
become more comparable.

10

---



Net Investment Income and Realized Capital Gains.Net investment income for the first quarter was $1.8 million
compared to $1.7 million for the same quarter in 2003. This increase is attributable to a larger average invested asset base as the result of the Company's initial public offering (IPO)
completed in February. Proceeds from the IPO were invested largely in municipal bonds, which now account for approximately 26.3% of the portfolio as compared to 4.5% as of the same period in 2003.

Policy Service Fee Revenues.Policy service fee revenues for the first quarter were $17.9 million compared to
$16.0 million for the same period in 2003, representing an increase of 11.9%. The growth was similar to the growth in gross earned premium as fees are recognized over the terms of the
underlying policies.



Losses and Loss Adjustment Expenses.Loss and loss adjustment expenses incurred for the first quarter 2004 were
$47.6 million compared to $51.7 million for the same period in 2003. The loss and loss adjustment expense ratio for the quarter was 54.0% compared to 58.2% for the same quarter in 2003.
The improvement in the loss ratio is the result of underwriting, premium rate and product changes coupled with no adverse development in the current quarter on gross loss and loss adjustment expense
reserves from prior years. Adverse loss development occurs when loss and loss adjustment expense reserves established for accidents that took place in years prior to the current year prove to be
inadequate and management increases those reserves to reflect the revised estimate of the ultimate losses related to such accidents. Such increases result in a charge to loss and loss adjustment
expenses in the current year.

Commissions and Other Underwriting Expenses.Commissions and other underwriting expenses for the first quarter of 2004 were
$9.5 million compared to $12.3 million for the same period in 2003, representing a decrease of 22.8%. The decrease is related to an increase in ceding commissions earned under our quota
share reinsurance contracts as a result of the improvement in the underlying combined ratio on the business ceded.

Other Operating and General Expenses.Other operating and general expenses for the first quarter were $7.1 million
compared to $6.0 million for the same period in 2003, representing an increase of 18.3%. The increase was due to the increase in gross written premium and the related increase in expenses that
are variable such as telephone and bank service charges associated with the lock box facilities used for collecting payments from policyholders. The growth in operating and general expenses was less
than the growth in gross written premium as some of our expenses, such as rent, are fixed until the scale of our business drives our need for additional facilities.

Interest Expense.Interest expense for the quarter was $0.7 million compared to $0.9 million for the same
period in 2003. The decrease is the result of the decrease in LIBOR. The aggregate weighted average interest rate was 2.9% in the first quarter of 2004 as compared to 3.2% in the comparable period of
2003. As of March 31, 2004 the Company had $75.0 million of outstanding debt as compared to $71.5 million at March 31, 2003.

Ratios.Our combined ratio was 72.8% for the three months ended March 31, 2004, compared to 78.8% for the same period
in 2003, an improvement of 6.0 points. The improvement relates to the aforementioned improvements in both our loss ratio and expense ratio. For the period ended March 31, 2003, the Company's
combined ratio was impacted negatively by 5.1% points from adverse development on loss reserves recorded at the previous year-end.

Income Taxes.Income taxes for the first quarter 2004 were $8.4 million for an effective tax rate of approximately
36.5%. This effective rate is comprised of 34.0% for federal income taxes and 2.5% for state income taxes.

11

---





Financial Condition



We are organized as a holding company with all of our operations being conducted by our insurance subsidiaries, which underwrite the risks associated with our
insurance policies. Our non-insurance subsidiaries provide our policyholders and our insurance subsidiaries a variety of services related to the insurance policies. We have continuing cash
needs for the payment of principal and interest on borrowings, dividends, taxes and administrative expenses. These ongoing obligations are funded with dividends from our non-insurance
subsidiaries and taxes paid by each subsidiary through an inter-company tax allocation agreement.

In
February 2004, an initial public offering of 17,250,000 shares of the Company's common stock was completed. The Company sold 6,250,000 shares providing net proceeds to the
Company, after deducting issuance costs, of approximately $113.2 million. The Company contributed $110.0 million of the proceeds to its primary insurance subsidiaries, which increased
its statutory surplus. Over time, the additional capital will permit the Company to reduce its reinsurance purchases and to retain more gross premiums written. The Company intends to use the remaining
$3.2 million for general corporate purposes at the holding company level.

In
February 2004, the Company completed a refinancing of its secured credit facility. The new bank agreement ("Bank Agreement") consists of: (1) a $50.0 million
Secured Revolving Credit Facility, which includes up to $15.0 million of letters of credit, (2) a $35.0 million Term A Loan and (3) a $40.0 million Term B Loan. The
Company's interest rate on borrowings under the Bank Agreement is LIBOR plus a margin ranging from 1.0% to 2.25%, which is determined based on the Company's consolidated total debt to consolidated
total capitalization ratio. The Company also pays certain commitment fees. The Bank Agreement is secured by a pledge of stock of certain of the Company's subsidiaries.

There
are no restrictions on the payment of dividends by our non-insurance subsidiaries other than customary state corporation laws regarding solvency. Dividends from our
insurance
subsidiaries are subject to restrictions relating to statutory surplus and earnings. As of December 31, 2003, our insurance subsidiaries could pay dividends of $1.1 million without
seeking regulatory approval. Our insurance subsidiaries have not paid any dividends since 1999, which has not impacted our ability to meet our obligations. In addition, we do not anticipate that our
insurance subsidiaries will pay dividends in the foreseeable future because we wish to reduce our reinsurance purchases in order to retain more of the gross premiums written we generate and seek
stronger financial strength ratings for our insurance subsidiaries, both of which require that the surplus of our insurance subsidiaries be increased. Because our non-insurance
subsidiaries generate revenues, profits and net cash flows that are generally unrestricted as to their availability for the payment of dividends, we expect to use those funds to service all of our
corporate financial obligations, such as debt service and stockholder dividends.

Our
insurance subsidiaries' primary sources of funds are premiums received, investment income and proceeds from the sale and redemption of investment securities. Our
non-insurance subsidiaries' primary source of funds are policy service fee revenues. Our subsidiaries use funds to pay claims and operating expenses, make payments under the tax allocation
agreement, purchase investments and pay dividends to us.

On
May 5, 2004, the Board of Directors approved a dividend of $0.05 per common share resulting in a total payout of approximately $1.5 million from available cash at
Bristol West Holdings, Inc. The dividend will be paid to shareholders of record on May 19, 2004 payable on June 2, 2004.

Net
cash provided by operating activities was $5.8 million for the three months ended March 31, 2004 as compared to $30.1 million for the same period in 2003. The
decrease from the prior year relates to settlements of ceding commissions and funds received in conjunction with the commutation

12

---



of
a quota-share reinsurance contract in the first quarter of 2003. In the first quarter of 2003, we received approximately $27.8 million under reinsurance contracts commuted and in
run-off as compared to $10.6 million for comparable settlements in the first quarter of 2004.

Net
cash used in investment activities amounted to $(103.4) million and $(10.1) million for the three months ended March 31, 2004 and 2003, respectively, and was primarily used to
purchased fixed income securities. The increase in cash (used in) investment activities during 2004 was due to the investment of proceeds from the Company's initial public offering (IPO) that was
completed in February 2004.

Net
cash provided by financing activities was $121.5 million for the three months ended March 31, 2004 as compared to $0.0 for the same period in 2003. As mentioned above,
the increase in cash from financing activities is attributable to the Company's IPO.

Investments

We had total cash, cash equivalents and invested assets of $288.3 million as of March 31, 2004. The following table summarizes our cash, cash
equivalents and invested assets.

|                                      |  | Cost/
Amortized Cost |       | Fair
Value |   | % of Total
at Fair Value | 
|------------------------------------- |  | -------------------- | ----- | ---------- | - | ------------------------ | 
|
|Debt securities, available for sale   |  | $                    | 248.3 |            | $ | 253.1                    | 
|Equity securities, available for sale |  |                      | 2.2   |            |   | 2.2                      | 
|Cash and cash equivalents             |  |                      | 33.0  |            |   | 33.0                     | 
|                                      |  |                      |       |            |   |                          | 
|Total                                 |  | $                    | 283.5 |            | $ | 288.3                    | 
|                                      |  |                      |       |            |   |                          | 

Investment Strategy.We believe that our investment portfolio is highly liquid and consists of readily marketable, high
quality investment-grade debt securities. We currently do not invest in common equity securities, other than our investment in OneShield, Inc., and we have no exposure to foreign currency risk.
Our portfolio is managed by Hyperion Capital Management, Inc. for a fee of 12.5 basis points of assets under management, and includes all related accounting and statutory investment reporting.
Our investment strategy recognizes our need to maintain capital adequate to support our insurance operations.

Investment Portfolio.Our investment portfolio consists primarily of debt securities, all of which are classified as
available for sale, and are carried at fair value with unrealized gains and losses reported in our financial statements as a separate component of stockholders' equity on an after-tax
basis. As of March 31, 2004, the fair value of our investment portfolio of $255.3 million included $4.8 million in pre-tax net unrealized gains. We had no realized
pre-tax net gains or losses for the three months ended March 31, 2004. The weighted average pre-tax equivalent book yield of the portfolio was 4.15% at March 31,
2004.

Our
investment objectives are to maximize liquidity, minimize credit risk and maximize book income, and thus our portfolio at March 31, 2004 had an average Standard &
Poor's rating of "AA+".

13

---



The
following table presents the composition of our investment portfolio by type of investment as of March 31, 2004.

As of March 31,
2004(in millions)Cash and cash equivalents

$
33.0

11.4
%U.S. Government securities


9.6

3.3
%Mortgage backed bonds


30.0

10.4
%Tax exempt bonds


75.8

26.3
%Collateralized mortgage obligations


32.0

11.1
%Corporate and other


100.9

35.0
%Preferred stocks


0.2

0.1
%Common stocks


2.0

0.7
%Net unrealized gains on fixed maturities


4.8

1.7
%Total investments at market value

$
288.3

100.0
%


We
have significantly increased our portfolio allocation to tax-exempt bonds as of March 31, 2004. Given our current tax position resulting from our profitable
operating performance, the after tax yield to us on tax-exempt bonds compares favorably with that of taxable bonds.

The
following table presents the composition, by type of security, including the amortized cost, gross unrealized gains, gross unrealized losses and fair value of debt securities
available for sale in our investment portfolio as of March 31, 2004.

|                                    |  | Amortized
Cost |       | Unrealized
Gains |   | Unrealized
Losses |  | Estimated
Market Value
|----------------------------------- |  | -------------- | ----- | ---------------- | - | ----------------- |  | ----------------------
|
|U.S. Government securities          |  | $              | 9.6   |                  | $ | 0.2               |  | $                     
|Mortgage backed bonds               |  |                | 30.0  |                  |   | 0.2               |  |                       
|Tax exempt bonds                    |  |                | 75.8  |                  |   | 1.1               |  |                       
|Collateralized mortgage obligations |  |                | 32.0  |                  |   | 1.1               |  |                       
|Corporate and other                 |  |                | 100.9 |                  |   | 2.8               |  |                       
|                                    |  |                |       |                  |   |                   |  |                       
|Total fixed maturities              |  |                | 248.3 |                  |   | 5.4               |  |                       
|Equity and preferred stock          |  |                | 2.2   |                  |   | 0.0               |  |                       
|                                    |  |                |       |                  |   |                   |  |                       
|Total                               |  | $              | 250.5 |                  | $ | 5.4               |  | $                     
|                                    |  |                |       |                  |   |                   |  |                       

The
quality distribution of our fixed maturity portfolio as of March 31, 2004 was as follows:

|                                 |  | NAIC
Rating |  | Amortized
Cost |       | Fair
Value |   | % of Total
at Fair Value | 
|-------------------------------- |  | ----------- |  | -------------- | ----- | ---------- | - | ------------------------ | 
|
|Standard & Poor's Rating         |  |             |  |                |       |            |   |                          | 
|AAA                              |  | 1           |  | $              | 179.1 |            | $ | 181.3                    | 
|AA                               |  | 1           |  |                | 19.6  |            |   | 20.1                     | 
|A                                |  | 1           |  |                | 29.5  |            |   | 30.8                     | 
|BBB                              |  | 2           |  |                | 9.5   |            |   | 10.0                     | 
|BB                               |  | 2           |  |                | 1.0   |            |   | 1.1                      | 
|U.S. Treasuries agencies         |  | 1           |  |                | 9.6   |            |   | 9.8                      | 
|                                 |  |             |  |                |       |            |   |                          | 
|Total fixed maturity investments |  |             |  | $              | 248.3 |            | $ | 253.1                    | 
|                                 |  |             |  |                |       |            |   |                          | 

14

---



On
a quarterly basis, we examine our investment portfolio for evidence of impairment. The assessment of whether impairment has occurred is based on our evaluation, on an individual
security basis, of the underlying reasons for the decline in fair value, which are discussed with our investment advisor and evaluated to determine the extent to which such changes are attributable to
interest rates, market-related factors other than interest rates, as well as financial condition, business prospects and other fundamental factors specific to the issuer. Declines attributable to
issuer fundamentals are reviewed in further detail. When one of our securities has a decline in fair value that is determined to be other than temporary, we reduce the carrying value of the security
to its current fair value as required by GAAP.

Based
upon our analysis, we believe that we will recover all contractual principal and interest payments related to those securities that currently reflect unrealized losses and that we
have the ability to hold these securities until they mature or recover in value. Should either of these beliefs change with regard to a particular security, a charge for impairment would likely be
required. In the last three years, we have not needed to record any impairment charges. We believe that it is not likely that future impairment charges will have a significant effect on our liquidity.

As
of March 31, 2004, investments carried at a fair value of $10.5 million and approximately $2.9 million of cash were on deposit with state insurance regulatory
authorities.

Cash and Cash Equivalents.Our cash and cash equivalents consist primarily of cash balances and short-term
investments in commercial paper, with original maturities of three months or less, and money market funds. The increase in cash balances from December 31, 2003 relates primarily to
approximately $12.0 million payable for investments purchased that were not settled at March 31, 2004.

Forward-Looking Statements

This report includes various forward-looking statements regarding the Company that are subject to risks and uncertainties including, without limitation, the
factors set forth below and under the caption "Risk Factors" in the prospectus filed with the Commission on February 11, 2004, pursuant to Rule 424(b)(4)
under the Securities Act of 1933, as amended, in connection with the Company's Registration Statement on Form S-1 (File No. 333-111259). Forward-looking
statements include, but are not limited to, discussions regarding our operating strategy, growth strategy, acquisition strategy, cost savings initiatives, industry, economic conditions, financial
condition, liquidity and capital resources and results of operations. Such statements include, but are not limited to, statements preceded by, followed by or that otherwise include the words
"believes," "expects," "anticipates," "intends," "estimates" or similar expressions. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995.

Certain
important factors, which are discussed elsewhere in this document and in our Registration Statement on Form S-1 described above, could affect our future
financial results and could cause actual results to differ materially from those expressed in forward-looking statements contained or incorporated by reference in this document.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

We believe that we are principally exposed to two types of market risk: interest rate risk and credit risk.

Interest Rate Risk

Investments.Our investment portfolio consists primarily of debt securities, all of which are classified as available for
sale. Accordingly, the primary market risk exposure to our debt securities portfolio is interest rate risk, which we strive to limit by managing duration to a defined range of three

15

---



to
four years and laddering or utilizing an even distribution in the maturities of the securities we purchase to achieve our duration target. Interest rate risk includes the risk from movements in the
underlying market rate and in the credit spread of the respective sectors of the debt securities held in our portfolio. The fair value of our fixed maturity portfolio is directly impacted by changes
in market interest rates. As interest rates rise, the market value of our fixed-income portfolio falls, and the converse is also true. We expect to manage interest rate risk by selecting investments
with characteristics such as duration, yield and liquidity tailored to the anticipated cash outflow characteristics of our liabilities. The effective duration of the portfolio as of March 31,
2004 was 3.75 years. Should market interest rates increase 1.0%, our fixed income portfolio would be expected to decline in market value by approximately $10.1 million, or 3.53%.
Conversely, a 1.0% decline in interest rates would result in approximately $9.6 million, or 3.35%, appreciation in the market value of our fixed income portfolio. These market value changes are
a result of the effective duration of the portfolio, as well as the slightly negative convexity of the portfolio.

Credit Facility.Our exposure to market risk for changes in interest rates also relates to the interest expense of variable
rate debt under a bank credit agreement that we entered into on February 18, 2004. The credit agreement is a floating rate borrowing facility and the interest rate we pay increases or decreases
with the changes in interest rates, specifically LIBOR. Based on our borrowings under the floating rate credit agreement at February 27, 2004, a 10% change in market interest rates would
increase our annual net interest expense by approximately $87 thousand.

Credit Risk

Investments.An additional exposure to our debt securities portfolio is credit risk. We attempt to manage our credit risk
through issuer and industry diversification. We regularly monitor our overall investment results and review compliance with our investment objectives and guidelines. Our investment guidelines include
limitations on the minimum rating of debt securities in our investment portfolio, as well as restrictions on investments in debt securities of a single issuer.

Reinsurance.We are subject to credit risks with respect to our reinsurers. Although our reinsurers are liable to us to the
extent we cede risk to them, we are ultimately liable to our policyholders on all risks we have reinsured. As a result, reinsurance agreements do not limit our ultimate obligations to pay claims to
policyholders and we may not recover claims made to our reinsurers. Our reinsurers are rated from "A" to "A++" by A.M. Best.

Item 4. Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we evaluated the
effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this quarterly
report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are effective to ensure that material information
relating to us and our consolidated subsidiaries is made known to such officers by others within these entities, particularly during the period this quarterly report was prepared, in order to allow
timely decisions regarding required disclosure. There have not been any changes in our internal control over financial reporting during our last fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial reporting.

16

---





PART IIOTHER INFORMATION

Item 1. Legal Proceedings

Reference is made to "Item 3.Legal Proceedings" of the Company's 2003 Annual Report of Form 10-K.

Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases of Equity Securities

On February 12, 2004, the Company commenced the initial public offering of its common stock, par value $.01 per share, pursuant to its Registration
Statement on Form S-1 (File No. 333-111259), which was declared effective by the Securities and Exchange Commission on February 11, 2004. The Company
registered 17,250,000 shares of common stock at an aggregate maximum offering price of $345.0 million pursuant to the registration statement. Pursuant to the offering, 17,250,000 shares were
sold for an aggregate offering price of $345 million including 6,250,000 shares issued and sold by the Company and 11,000,000 shares sold by selling stockholders. The managing underwriters for
the offering were Credit Suisse First Boston and Bear, Stearns & Co. Inc.

The
Company did not receive any proceeds from the sale of stock by the selling stockholders in the offering. The net proceeds received by the Company in the offering were
$113.2 million as follows:

Aggregate offering proceeds to the Company

$
125.0Underwriting discounts and commissions


8.4Finders fee


Expenses paid to or for underwriters


Other fees and expenses (estimated)


3.4Total expenses (estimated)


11.8Net proceeds to the Company

$
113.2


The
Company contributed $110.0 million to its primary insurance subsidiary, which invested the full amount in fixed maturity securities. The remainder of the
proceeds, approximately $3.2 million, was retained by Bristol West Holdings, Inc. for working capital purposes.

Repurchase of Equity Securities

|Period                                |       | Total
Number of
Shares
Purchased |       | Average
Price
Paid per
Share |       | Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Plan |   | Maximum
Number of
Shares that
May Yet Be
Purchased
Under the
Plan
|------------------------------------- | ----- | -------------------------------- | ----- | ---------------------------- | ----- | ------------------------------------------------------------------- | - | -----------------------------------------------------------------
|January 1, 2004 to January 31, 2004   |       |                                 |       |                              |      |                                                                     |  |                                                                  
|February 1, 2004 to February 29, 2004 |       | 2,608                            |       | $                            | 20.00 |                                                                     |  |                                                                  
|March 1, 2004 to March 31, 2004       |       |                                 |       |                              |      |                                                                     |  |                                                                  
|                                      |       |                                  |       |                              |       |                                                                     |   |                                                                  
|                                      | Total |                                  | 2,608 |                              | $     | 20.00                                                               |   |                                                                 
|                                      |       |                                  |       |                              |       |                                                                     |   |                                                                  

A
total of 2,608 shares were repurchased from a former employee pursuant to an Employee Stockholder's Agreement.

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None

17

---



Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K.

(a)   List
of exhibits:

Reference
is made to the Exhibits filed in the Company's 2003 10-K, filed on March 24, 2004.

|Exhibit
Number |  | Description of Document                                                                                                                                                                                                                                                                                                                                                                            
|-------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1            |  | Form of Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 of Registrant's Registration Statement (File No. 333-111259) on Form S-1)                                                                                                                                                                                                    
|3.2            |  | Form of Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit 3.2 of Registrant's Registration Statement (File No. 333-111259) on Form S-1)                                                                                                                                                                                                                          
|4.1            |  | Form of Certificate of Common Stock (incorporated by reference to Exhibit 4.1 of Registrant's Registration Statement (File No. 333-111259) on Form S-1)                                                                                                                                                                                                                                            
|4.2            |  | Registration Rights Agreement, dated as of July 10, 1998, between the Registrant and Bristol West Associates LLC (incorporated by reference to Exhibit 4.2 of Registrant's Registration Statement (File No. 333-111259) on Form S-1)                                                                                                                                                               
|4.3            |  | Shareholder Subscription Agreement, dated as of July 9, 1998, between the Registrant and Fisher Capital Corp. LLC (incorporated by reference to Exhibit 4.3 of Registrant's Registration Statement (File No. 333-111259) on Form S-1)                                                                                                                                                              
|4.4            |  | Sale Participation Agreement, dated as of July 9, 1998, among KKR Partners II, L.P., KKR 1996 Fund L.P., Bristol West Associates LLC and Fisher Capital Corp. LLC (incorporated by reference to Exhibit 4.4 of Registrant's Registration
Statement (File No. 333-111259) on Form S-1)                                                                                                              
|4.5            |  | Form of Stockholder Agreement for Senior Management (incorporated by reference to Exhibit 4.5 of Registrant's Registration Statement (File No. 333-111259) on Form S-1)                                                                                                                                                                                                                            
|4.6            |  | Form of Stockholder Agreement for Employees (incorporated by reference to Exhibit 4.6 of Registrant's Registration Statement (File No. 333-111259) on Form S-1)                                                                                                                                                                                                                                    
|4.7            |  | Form of Sale Participation Agreement (incorporated by reference to Exhibit 4.7 of Registrant's Registration Statement (File No. 333-111259) on Form S-1)                                                                                                                                                                                                                                           
|10.1           |  | Quota Share Reinsurance Agreement, effective January 1, 2002, among Coast National Insurance Company, Security National Insurance Company, Bristol West Insurance Company, Bristol West Casualty Insurance Company and National Union Fire Insurance
Company of Pittsburgh, PA (incorporated by reference to Exhibit 10.2 of Registrant's Registration Statement (File No. 333-111259) on Form S-1)
|10.2           |  | Addendum I to Quota Share Reinsurance Agreement, between Coast National Insurance Company, Security National Insurance Company, Bristol West Insurance Company and Bristol West Casualty Insurance Company and National Union Fire Insurance Company of
Pittsburgh, PA (incorporated by reference to Exhibit 10.3 of Registrant's Registration Statement (File No. 333-111259) on Form S-1)        
|               |  |                                                                                                                                                                                                                                                                                                                                                                                                    

18

---



|10.3  |  | Addendum II to Quota Share Reinsurance Agreement between Coast National Insurance Company, Security National Insurance Company, Bristol West Insurance Company and Bristol West Casualty Insurance Company and National Union Fire Insurance Company of
Pittsburgh, PA (incorporated by reference to Exhibit 10.4 of Registrant's Registration Statement (File No. 333-111259) on Form S-1) 
|----- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.4  |  | Quota Share Reinsurance Agreement, effective January 1, 2002, among Coast National Insurance Company, Security National Insurance Company, Bristol West Insurance Company, Bristol West Casualty Insurance Company and Alea London, Ltd.
(incorporated by reference to Exhibit 10.5 of Registrant's Registration Statement (File No. 333-111259) on Form S-1)                               
|10.5  |  | Addendum I to Quota Share Reinsurance Agreement between Coast National Insurance Company, Security National Insurance Company, Bristol West Insurance Company and Bristol West Casualty Insurance Company and Alea London, Ltd. (incorporated by
reference to Exhibit 10.6 of Registrant's Registration Statement (File No. 333-111259) on Form S-1)                                        
|10.6  |  | Quota Share Reinsurance Agreement, effective January 1, 2002, between Coast National Insurance Company, Security National Insurance Company, Bristol West Insurance Company, Bristol West Casualty Insurance Company and Chubb Atlantic Reinsurance
Specialists Ltd. (incorporated by reference to Exhibit 10.7 of Registrant's Registration Statement (File No. 333-111259) on Form S-1)   
|10.7  |  | Addendum I to Quota Share Reinsurance Agreement between Coast National Insurance Company, Security National Insurance Company, Bristol West Insurance Company and Bristol West Casualty Insurance Company and Chubb Atlantic Reinsurance
Specialists Ltd. (incorporated by reference to Exhibit 10.8 of Registrant's Registration Statement (File No. 333-111259) on Form S-1)              
|10.8  |  | Addendum II to Quota Share Reinsurance Agreement between Coast National Insurance Company, Security National Insurance Company, Bristol West Insurance Company and Bristol West Casualty Insurance Company and Chubb Atlantic Reinsurance
Specialists Ltd. (incorporated by reference to Exhibit 10.9 of Registrant's Registration Statement (File No. 333-111259) on Form S-1)             
|10.9  |  | Credit Agreement dated February 18, 2004 among the Registrant, the Lenders, Credit Suisse First Boston, Administrative Agent, ING Capital LLC, Syndication Agent, Bear Stearns Corporate Lending Inc. and UBS Securities LLC as Co-Documentation
Agents (incorporated by reference to Exhibit 10.10 of Registrant's Annual Report on Form 10-K (File No. 001-31984) filed on March 24, 2004)
|10.10 |  | Form of California Broker's Agreement (incorporated by reference to Exhibit 10.12 of Registrant's Registration Statement (File No. 333-111259) on Form S-1)                                                                                                                                                                                                                                 
|10.11 |  | Letter Agreement, dated as of July 9, 1998, between the Registrant and Fisher Capital Corp. LLC (incorporated by reference to Exhibit 10.13 of Registrant's Registration Statement (File No. 333-111259) on Form S-1)                                                                                                                                                                       
|10.12 |  | Amendatory Agreement to Letter Agreement between the Registrant and Fisher Capital Corp. LLC, dated as of December 18, 2000 (incorporated by reference to Exhibit 10.14 of Registrant's Registration Statement (File No. 333-111259) on
Form S-1)                                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                                                                                             

19

---



|10.13 |  | Amendatory Agreement to Letter Agreement between the Registrant and Fisher Capital Corp. LLC, dated as of January 1, 2002 (incorporated by reference to Exhibit 10.15 of Registrant's Registration Statement (File No. 333-111259) on
Form S-1)
|----- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.14 |  | Stock Option Plan for the Management and Key Employees of the Registrant and Subsidiaries (incorporated by reference to Exhibit 10.16 of Registrant's Registration Statement (File No. 333-111259) on Form S-1)                                
|10.15 |  | Employment Agreement, dated as of January 1, 2004, between James R. Fisher and Bristol West Holdings, Inc. (incorporated by reference to Exhibit 10.17 of Registrant's Registration Statement (File No. 333-111259) on Form S-1)               
|10.16 |  | 2004 Stock Incentive Plan for the Registrant and Subsidiaries (incorporated by reference to Exhibit 10.18 of Registrant's Registration Statement (File No. 333-111259) on Form S-1)                                                            
|21.1  |  | List of Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.1 of Registrant's Registration Statement (File No. 333-111259) on Form S-1)                                                                                    
|31.1  |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)                                                                                                                  
|31.2  |  | Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer (pursuant to Section 302 of the Sarbanes-Oxley Act of 2002)                                                                                                                  
|32    |  | Section 1350 Certification of Chief Executive Officer and Chief Financial Officer (pursuant to Section 906 of the Sarbanes-Oxley Act of 2002)                                                                                                  



20

---







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
thereunto duly authorized.

|                 |  |        |  | BRISTOL WEST HOLDINGS, INC.
(Registrant)                                              
|---------------- |  | ------ |  | --------------------------------------------------------------------------------------
|May 13, 2004Date |  | By:    |  | /s/JAMES R. FISHER(Signature)                                                         
|                 |  | Name:  |  | James R. Fisher                                                                       
|                 |  | Title: |  | Chairman, Chief Executive Officer
(Principal Executive Officer)                       
|May 13, 2004Date |  | By:    |  | /s/RANDY D. SUTTON(Signature)                                                         
|                 |  | Name:  |  | Randy D. Sutton                                                                       
|                 |  | Title: |  | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

21

---



QuickLinks