FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * DOWNES SEAN P   2. Issuer Name and Ticker or Trading Symbol UNIVERSAL INSURANCE HOLDINGS, INC. [UVE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior VP and COO (Last) (First) (Middle) 1110 WEST COMMERCIAL BOULEVARD,, SUITE 100 3. Date of Earliest Transaction (Month/Day/Year) 01/11/2008 (Street) FORT LAUDERDALE, FL 33309 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 01/11/2008   M   66,316 (1) A $ 0.5 2,538,750 D   Common Stock 01/11/2008   M   10,445 (2) A $ 1.1 2,549,195 D   Common Stock 01/11/2008   M   93,208 (3) A $ 3.8 2,642,403 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options to Purchase Common Stock

$ 0.5

01/11/2008

M

66,316 (1)

12/21/2001

12/21/2011

Common Stock

100,000

$ 0

1,065,000

D

Options to Purchase Common Stock

$ 1.1

01/11/2008

M

10,445 (2)

12/31/2000

12/23/2009

Common Stock

15,000

$ 0

1,050,000

D

Options to Purchase Common Stock

$ 3.8

01/11/2008

M

93,208 (3)

02/14/2007

02/14/2012

Common Stock

350,000

$ 0

700,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
DOWNES SEAN P 1110 WEST COMMERCIAL BOULEVARD, SUITE 100 FORT LAUDERDALE, FL 33309	X		Senior VP and COO

Signatures

/s/ Sean P. Downes		01/15/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Amount reflects aggregate number of shares of Common Stock received after exercise of options to purchase 100,000 shares of common stock. The exercise included a cashless exercise component to cover the statutory tax liability associated with such exercise.
(2)	Amount reflects aggregate number of shares of Common Stock received after exercise of options to purchase 15,000 shares of common stock. The exercise included a cashless exercise component to cover the statutory tax liability associated with such exercise.
(3)	Amount reflects aggregate number of shares of Common Stock received after cashless exercise of options to purchase 350,000 shares of comon stock. The cashless exercise included an amount necessary to cover the statutory tax liability associated with such exercise.

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