SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q
                  QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For Quarter Ended September 30, 2001              Commission file number 0-15981

                        HILB, ROGAL AND HAMILTON COMPANY
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)



          Virginia                                              54-1194795
-------------------------------                           ----------------------
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)

  4951 Lake Brook Drive, Suite 500, Glen Allen, VA                 23060
-----------------------------------------------------             -------
   (Address of principal executive offices)                      (Zip Code)

Registrant's telephone number, including area code               (804) 747-6500


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

Yes    X         No
    -------         ------



Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.


          Class                                  Outstanding at November 1, 2001
--------------------------                       -------------------------------
Common stock, no par value                                 14,133,023








                        HILB, ROGAL AND HAMILTON COMPANY
                                      INDEX
                                      -----


                                                                           Page
                                                                           ----

Part I.     FINANCIAL INFORMATION

            Item 1.   Financial Statements

            Statement of Consolidated Income
              for the three months and nine months
              ended September 30, 2001 and 2000                              3

            Consolidated Balance Sheet,
              September 30, 2001 and December
              31, 2000                                                       4

            Statement of Consolidated Shareholders'
              Equity for the nine months ended
              September 30, 2001 and 2000                                    5

            Statement of Consolidated Cash Flows
              for the nine months ended September
              30, 2001 and 2000                                              6

            Notes to Consolidated Financial
              Statements                                                  7-11

            Item 2.   Management's Discussion and Analysis
                        of Financial Condition and
                        Results of Operations                            12-15

            Item 3.   Qualitative and Quantitative Disclosures
                        About Market Risk                                   15

Part II.    OTHER INFORMATION

            Item 6.   Exhibits and Reports on Form 8-K                      16







                                       2


                         PART I - FINANCIAL INFORMATION

Item 1.      FINANCIAL STATEMENTS

STATEMENT OF CONSOLIDATED INCOME

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES

(UNAUDITED)


                                             THREE MONTHS ENDED                      NINE MONTHS ENDED
                                     SEPT. 30, 2001      SEPT. 30, 2000      SEPT. 30, 2001      SEPT. 30, 2000
                                     --------------      --------------      --------------      --------------
                                                                                     
Revenues
  Commissions and fees               $   86,322,607      $   64,643,935      $  237,627,788      $  191,379,918
  Investment income                         682,198             744,130           1,978,585           1,801,202
  Other                                     604,672             386,382           3,704,445           1,821,648
                                     --------------      --------------      --------------      --------------
                                         87,609,477          65,774,447         243,310,818         195,002,768

Operating expenses
  Compensation and employee
    benefits                             47,362,028          36,139,046         132,885,941         108,070,188
  Other operating expenses               17,386,429          13,650,250          48,821,737          40,450,501
  Amortization of intangibles             3,490,364           3,080,862          10,260,966           9,063,474
  Interest expense                        2,392,443           2,111,634           7,052,015           6,137,198
                                     --------------      --------------      --------------      --------------
                                         70,631,264          54,981,792         199,020,659         163,721,361
                                     --------------      --------------      --------------      --------------
INCOME BEFORE INCOME
  TAXES AND CUMULATIVE
  EFFECT OF ACCOUNTING
  CHANGE                                 16,978,213          10,792,655          44,290,159          31,281,407

Income taxes                              7,300,745           4,640,639          19,044,881          13,451,005
                                     --------------      --------------      --------------      --------------

INCOME BEFORE
  CUMULATIVE EFFECT OF
  ACCOUNTING CHANGE                       9,677,468           6,152,016          25,245,278          17,830,402

Cumulative effect of accounting
  change, net of tax                              -                   -                   -            (325,000)
                                     --------------      --------------      --------------      --------------

NET INCOME                           $    9,677,468      $    6,152,016      $   25,245,278      $   17,505,402
                                     ==============      ==============      ==============      ==============

Net Income Per Share - Basic:
  Income before cumulative
    effect of accounting change               $0.69               $0.47               $1.86               $1.36
  Cumulative effect of
    accounting change, net of tax                 -                   -                   -               (0.02)
                                              -----               -----               -----               -----
  Net income                                  $0.69               $0.47               $1.86               $1.34
                                              =====               =====               =====               =====

Net Income Per Share -
  Assuming Dilution:
  Income before cumulative
    effect of accounting change               $0.63               $0.43               $1.69               $1.26
  Cumulative effect of
    accounting change, net of tax                 -                   -                   -               (0.02)
                                              -----               -----               -----               -----
  Net income                                  $0.63               $0.43               $1.69               $1.24
                                              =====               =====               =====               =====


See notes to consolidated financial statements.


                                       3


CONSOLIDATED BALANCE SHEET

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES


                                                         SEPTEMBER 30,             DECEMBER 31,
                                                             2001                     2000
                                                             ----                     ----
                                                         (UNAUDITED)
                                                                          
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                            $   52,632,540           $   28,880,784
  Investments                                               2,564,064                2,127,404
  Receivables:
    Premiums, less allowance for doubtful
       accounts of $2,762,000 and $1,878,000,
       respectively                                        95,062,476               81,117,359
    Other                                                  18,747,390               12,883,269
                                                       --------------           --------------
                                                          113,809,866               94,000,628
  Prepaid expenses and other current assets                 7,618,937                6,469,289
                                                       --------------           --------------
              TOTAL CURRENT ASSETS                        176,625,407              131,478,105

INVESTMENTS                                                 1,534,161                1,653,775

PROPERTY AND EQUIPMENT, NET                                19,378,298               16,495,033

INTANGIBLE ASSETS                                         322,175,551              243,025,280
   Less accumulated amortization                           56,267,854               46,366,851
                                                       --------------           --------------
                                                          265,907,697              196,658,429
OTHER ASSETS                                                8,204,254                7,085,521
                                                       --------------           --------------
                                                       $  471,649,817           $  353,370,863
                                                       ==============           ==============
LIABILITIES AND SHAREHOLDERS'
  EQUITY

CURRENT LIABILITIES
  Premiums payable to insurance companies              $  141,742,698           $  110,399,098
  Accounts payable                                          6,204,722                5,458,152
  Accrued expenses                                         19,266,295               13,606,919
  Premium deposits and credits due customers               20,897,192               15,980,901
  Current portion of long-term debt                         5,301,347                5,555,940
                                                       --------------           --------------
                 TOTAL CURRENT LIABILITIES                193,412,254              151,001,010

LONG-TERM DEBT                                            130,015,240              103,113,474

OTHER LONG-TERM LIABILITIES                                14,353,785               11,034,413

SHAREHOLDERS' EQUITY
   Common Stock, no par value;
     authorized 50,000,000 shares;
     outstanding 14,080,421 and
     13,280,468 shares, respectively                       51,548,598               22,361,312
   Retained earnings                                       83,978,285               65,860,654
   Accumulated other comprehensive earnings
     (loss)                                                (1,658,345)                       -
                                                       --------------           --------------
                                                          133,868,538               88,221,966
                                                       --------------           --------------
                                                       $  471,649,817           $  353,370,863
                                                       ==============           ==============


See notes to consolidated financial statements.


                                       4


STATEMENT OF CONSOLIDATED SHAREHOLDERS' EQUITY

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES

(UNAUDITED)


                                                                                                  ACCUMULATED
                                                                                                     OTHER
                                                           COMMON              RETAINED          COMPREHENSIVE
                                                           STOCK               EARNINGS         EARNINGS (LOSS)
                                                       --------------       --------------      ---------------
                                                                                       
Balance at January 1, 2001                             $   22,361,312       $   65,860,654      $            -
  Issuance of 804,953 shares
    Common Stock                                           29,398,366
  Purchase of 5,000 shares of Common Stock                   (211,080)
  Payment of dividends ($.52 per share)                                         (7,127,647)
  Net income                                                                    25,245,278
  Cumulative effect of accounting change
    related to derivatives, net of tax                                                                (516,600)
  Derivative loss arising during 2001, net of tax                                                   (1,141,745)
                                                       --------------       --------------      --------------
Balance at September 30, 2001                          $   51,548,598       $   83,978,285      $   (1,658,345)
                                                       ==============       ==============      ==============

Balance at January 1, 2000                             $   18,248,712       $   52,927,064      $            -
  Issuance of 213,869 shares of
    Common Stock                                            2,256,863
  Purchase of 116,700 shares of
    Common Stock                                           (3,084,911)
  Payment of dividends ($.505 per share)                                        (6,610,258)
  Net income                                                                    17,505,402
                                                       --------------       --------------      --------------
Balance at September 30, 2000                          $   17,420,664       $   63,822,208      $            -
                                                       ==============       ==============      ==============














See notes to consolidated financial statements.


                                       5


STATEMENT OF CONSOLIDATED CASH FLOWS

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES

(UNAUDITED)


                                                                         NINE MONTHS ENDED
                                                                SEPT. 30, 2001       SEPT. 30, 2000
                                                                --------------       --------------
                                                                               
OPERATING ACTIVITIES
  Net income                                                    $   25,245,278       $   17,505,402
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Cumulative effect of accounting change, net of tax                     -              325,000
      Depreciation and amortization                                  4,706,904            3,903,409
      Amortization of intangible assets                             10,260,966            9,063,474
                                                                --------------       --------------
      Net income plus amortization, depreciation and
        cumulative effect of accounting change, net of tax          40,213,148           30,797,285

      Provision for losses on accounts receivable                      817,815              631,709
      Gain on sale of assets                                        (2,602,422)            (921,674)
      Changes in operating assets and liabilities
        net of effects from insurance agency
        acquisitions and dispositions:
          Increase in accounts receivable                           (8,693,132)         (14,876,571)
          Decrease (increase) in prepaid expenses                     (164,355)           5,041,040
          Increase  in premiums payable to
            insurance companies                                      5,882,996           23,435,463
          Increase (decrease) in premium deposits and
            credits due customers                                    4,912,293             (934,944)
          Decrease in accounts payable                              (1,315,156)          (1,461,686)
          Increase (decrease) in accrued expense                     5,945,392           (1,849,671)
          Other operating activities                                 4,359,960              761,011
                                                                --------------       --------------
NET CASH PROVIDED BY OPERATING
  ACTIVITIES                                                        49,356,539           40,621,962

INVESTING ACTIVITIES
  Proceeds from maturities of held-to-maturity
    Investments                                                        857,867            2,911,316
  Purchase of investments                                             (692,034)          (1,961,081)
  Purchase of property and equipment                                (3,684,278)          (4,920,582)
  Purchase of insurance agencies, net of cash acquired             (38,808,587)         (11,770,179)
  Proceeds from sale of assets                                       4,400,627            4,660,028
  Other investing activities                                           912,518           (1,327,634)
                                                                --------------       --------------
NET CASH USED IN INVESTING ACTIVITIES                              (37,013,887)         (12,408,132)

FINANCING ACTIVITIES
  Proceeds from long-term debt                                      37,074,109            3,000,000
  Principal payments on long-term debt                             (20,810,603)         (10,424,816)
  Proceeds from issuance of Common Stock                             2,484,325            2,535,613
  Repurchase of Common Stock                                          (211,080)          (3,084,911)
  Dividends                                                         (7,127,647)          (6,610,258)
                                                                --------------       --------------
NET CASH PROVIDED BY (USED IN)
  FINANCING ACTIVITIES                                              11,409,104          (14,584,372)
INCREASE IN CASH AND CASH EQUIVALENTS                               23,751,756           13,629,458
  Cash and cash equivalents at beginning of period                  28,880,784           22,336,722
                                                                --------------       --------------
CASH AND CASH EQUIVALENTS AT END OF
  PERIOD                                                        $   52,632,540       $   35,966,180
                                                                ==============       ==============


See notes to consolidated financial statements.


                                       6


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES

September 30, 2001

(UNAUDITED)

NOTE A--BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statements of the Company have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation  S-X.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included.  Operating  results for the nine month period ended September 30,
2001, are not necessarily indicative of the results that may be expected for the
year  ending  December  31,  2001.  For  further   information,   refer  to  the
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Company's Form 10-K for the year ended December 31, 2000.

NOTE B--CHANGES IN ACCOUNTING METHOD

As of January 1, 2001, the Company adopted Financial  Accounting Standards Board
Statement  No.  133,   "Accounting   for  Derivative   Instruments  and  Hedging
Activities"   (Statement   133).  It  requires  the  Company  to  recognize  all
derivatives  as either assets or liabilities in the balance sheet at fair value.
Gains and  losses  resulting  from  changes  in fair  value  must be  recognized
currently in earnings  unless specific hedge criteria are met. The Company's use
of derivative  instruments is limited to interest rate swap  agreements  used to
modify the interest characteristics for a portion of its outstanding debt. These
interest  rate swaps are  designated  as cash flow hedges and are  structured so
that there  would be no  ineffectiveness.  In  connection  with the  adoption of
Statement  133,  the  interest  rate swaps were marked to market  resulting in a
$517,000  adjustment,  net of  tax,  to  record  the  cumulative  effect  of the
accounting  change.  The  adjustment  reduced  accumulated  other  comprehensive
earnings. The adoption of Statement 133 did not have an effect on net income for
the nine month period ended September 30, 2001.

In accordance with Staff Accounting Bulletin (SAB) No. 101, "Revenue Recognition
in Financial  Statements,"  effective  January 1, 2000, the Company  changed its
method  of  accounting  for   cancellation  of  customer   insurance   policies.
Previously,  the Company did not record a reserve for such cancellations.  Under
the new method of accounting adopted retroactive to January 1, 2000, the Company
now  records a reserve  for such  cancellations.  The  cumulative  effect of the
change on prior years  resulted in a charge to income of $325,000 (net of income
taxes  of  $225,000),  for  the  year  ended  December  31,  2000.  The  Company
periodically  reviews the adequacy of the allowance and adjusts it as necessary.
Based on the  analysis,  the allowance as of December 31, 2000 and September 30,
2001  was  $580,000  and  $750,000,  respectively.  For the  nine  months  ended
September 30, 2001, the net increase in the cancellation reserve was



                                       7


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES

September 30, 2001

(UNAUDITED)

NOTE B--CHANGES IN ACCOUNTING METHOD-Continued

comprised of $127,000 in new reserves  related to acquisitions  and $43,000 from
higher revenue levels.

In June 2001,  the Financial  Accounting  Standards  Board issued  Statements of
Financial  Accounting Standards No. 141, "Business  Combinations",  and No. 142,
"Goodwill and Other Intangible Assets" (the "Statements"),  effective for fiscal
years beginning after December 15, 2001.  Under the new rules,  goodwill will no
longer be amortized but will be subject to annual impairment tests in accordance
with the Statements.  Other intangible assets will continue to be amortized over
their useful lives.

The  Company  will  apply the new rules on  accounting  for  goodwill  and other
intangible  assets beginning in the first quarter of 2002 including the required
impairment  tests of goodwill.  Based on the  Company's  current  analysis,  the
implementation  of the  Statement  will  result in an  increase in after tax net
income of approximately  $8.0 million related to acquisitions  consummated prior
to July 1, 2001. This impact includes a reduction of approximately $11.0 million
in amortization expense offset by the elimination of the related tax benefits.

NOTE C--INTEREST RATE SWAPS

The Company  enters into  interest  rate swap  agreements to modify the interest
characteristics  of its  outstanding  debt. Each interest rate swap agreement is
designated with all or a portion of the principal balance and term of a specific
debt  obligation.  These  agreements  involve the  exchange of amounts  based on
variable  interest rates for amounts based on fixed interest rates over the life
of the  agreement  without an  exchange  of the  notional  amount upon which the
payments are based.

The Company  entered into two interest rate swap  agreements  effective June 17,
1999 to manage interest rate exposure on its long-term debt. The swap agreements
are  contracts  to  exchange  floating  rate for fixed  rate  interest  payments
periodically  over the  lives of the  agreements  without  the  exchange  of the
underlying combined notional amount of $45,000,000, which amortizes quarterly by
$937,500  beginning  September 30, 2000 through their maturity on June 30, 2004.
The notional amounts of interest rate agreements are used to measure interest to
be paid or received and do not  represent the amount of exposure to credit loss.
The credit risk to the Company would be the counterparties' inability to pay the
differential  in the fixed  rate and  variable  rate in a rising  interest  rate
environment.  The  Company is exposed to market  risk from  changes in  interest
rates.



                                       8


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES

September 30, 2001

(UNAUDITED)

NOTE C--INTEREST RATE SWAPS-Continued

The  differential  paid or received on the interest  rate per the  agreements is
recognized as an adjustment to interest expense (the accrual accounting method).
The related amount payable to or receivable from  counterparties  is included in
other liabilities or assets.  Under the Company's interest rate swap agreements,
the  Company  contracted  with the  counterparties  to exchange  the  difference
between the Company's fixed pay rates of 6.43% and 6.46% and the counterparties'
variable  LIBOR pay rate.  The contracts  expire June 30, 2004.  The fair market
value of the interest  rate swaps at September  30, 2001 resulted in a liability
of $2,764,000 which is included in other long-term liabilities.

NOTE D--INCOME TAXES

The Company  files a  consolidated  federal  income tax return.  Deferred  taxes
result from  temporary  differences  between the carrying  amounts of assets and
liabilities for financial statement purposes and the amounts used for income tax
purposes.  The Company's effective rate varies from the statutory rate primarily
due to state income taxes and non-deductible amortization.

NOTE E--ACQUISITIONS

During the first nine months of 2001,  the Company  acquired  certain assets and
liabilities   of  nine   insurance   agencies  for   approximately   $77,400,000
($43,300,000 in cash, $8,100,000 in guaranteed future payments and approximately
665,000  shares  of Common  Stock)  in  purchase  accounting  transactions.  The
purchase price may be increased based on agency profitability per the contracts.
These  acquisitions  are not material to the consolidated  financial  statements
individually or in aggregate.

NOTE F--SALE OF ASSETS AND OTHER GAINS

During the nine  months  ended  September  30, 2001 and 2000,  the Company  sold
certain insurance  accounts and other assets resulting in gains of approximately
$2,600,000  and $922,000,  respectively,  including a $20,000 loss and a $36,000
gain  during  the  third  quarters  of 2001 and  2000,  respectively.  Revenues,
expenses  and assets  related to these  dispositions  were not  material  to the
consolidated financial statements.





                                       9


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES

September 30, 2001

(UNAUDITED)

NOTE G--NET INCOME PER SHARE

The following  table sets forth the  computation of basic and diluted net income
per share.


                                                        THREE MONTHS ENDED                      NINE MONTHS ENDED
                                                Sept. 30, 2001      Sept. 30, 2000      Sept. 30, 2001      Sept. 30, 2000
                                                --------------      --------------      --------------      --------------
                                                                                                
Numerator for basic net income
  per share - net income                        $    9,677,468      $    6,152,016      $   25,245,278      $   17,505,402
  Effect of dilutive securities:
    5.25% convertible debenture                        271,626             270,162             813,759             809,439
                                                --------------      --------------      --------------      --------------
  Numerator for dilutive net income per
    share - net income available after
    assumed conversions                         $    9,949,094      $    6,422,178      $   26,059,037      $   18,314,841
                                                ==============      ==============      ==============      ==============

Denominator
  Weighted average shares                           13,949,971          13,035,624          13,558,094          13,026,800
  Effect of guaranteed future shares to be
    issued in connection with an agency
    acquisition                                         44,604              37,429              31,325              46,507
                                                --------------      --------------      --------------      --------------
  Denominator for basic net income per
    share                                           13,994,575          13,073,053          13,589,419          13,073,307
  Effect of dilutive securities
    Employee stock options                             407,024             401,966             372,043             334,195
    Employee restricted stock                           59,419              28,674              49,107              13,970
    Contingent stock - acquisitions                     28,063              16,326              17,405               7,769
    5.25% convertible debenture                      1,406,593           1,406,593           1,406,593           1,406,593
                                                --------------      --------------      --------------      --------------
  Dilutive potential common shares                   1,901,099           1,853,559           1,845,148           1,762,527
                                                --------------      --------------      --------------      --------------
  Denominator for diluted net income per
    share - adjusted weighted average
    shares and assumed conversions                  15,895,674          14,926,612          15,434,567          14,835,834
                                                ==============      ==============      ==============      ==============

Net Income per Common Share:
  Basic                                                  $0.69               $0.47               $1.86               $1.34
                                                         =====               =====               =====               =====
  Diluted                                                $0.63               $0.43               $1.69               $1.24
                                                         =====               =====               =====               =====







                                       10


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES

September 30, 2001

(UNAUDITED)

NOTE H--LONG-TERM DEBT

On April 6, 2001, the Company signed the Amended and Restated  Credit  Agreement
with seven banks that allows for borrowings of up to $160 million  consisting of
a $100 million  revolving  credit facility and a $60 million term loan facility,
both of which bear interest at variable rates.  The term portion of the facility
is payable quarterly beginning June 30, 2001 with the final payment due June 30,
2004.

NOTE I--SUBSEQUENT EVENT

On November 8, 2001,  the Board of Directors  of the Company  approved a 2-for-1
Common  Stock  split  effected  in  the  form  of a  100%  share  dividend.  The
distribution  of the  additional  shares will be made on December 31,  2001,  to
shareholders of record as of December 14, 2001.


















                                       11


Item 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations:
---------------------

Three Months Ended September 30, 2001

Net income for the three months ended  September 30, 2001 was $9.7  million,  or
$0.63 per  share,  compared  with $6.2  million,  or $0.43 per share  last year.
Excluding  non-recurring  gains in both periods,  net income was $9.7 million, a
58.0%  increase  from $6.1 million  last year.  Net income per share on the same
basis was $0.63, compared with $0.43, an increase of 46.5%.

Commissions and fees were $86.3 million,  an increase of 33.5% from  commissions
and fees of $64.6  million  during  the  comparable  period of the  prior  year.
Approximately   $19.2  million  of   commissions   were  derived  from  purchase
acquisitions of new insurance agencies. This increase was offset by decreases of
approximately $1.6 million from the sale of certain offices and accounts in 2001
and 2000. Excluding the effect of acquisitions and dispositions, commissions and
fees increased  6.3%.  This reflects new business  production and modest premium
increases, partly offset by the continued culling of low-margin business.

Investment and other income did not vary materially with the prior year.

Expenses for the quarter  increased  $15.6  million or 28.5%.  Compensation  and
benefits and other operating  expenses increased $11.2 million and $3.7 million,
respectively,  primarily due to purchase  acquisitions of insurance agencies and
increased   revenue   production.    Amortization   of   intangibles   increased
approximately  $0.4  million  due  primarily  to  the  aforementioned   purchase
acquisitions.  Interest expense  increased by $0.3 million due to increased bank
borrowings  related to 2001 acquisitions  partially offset by decreased interest
rates.

The Company's overall tax rate for the three months ended September 30, 2001 was
43.0% and was also 43.0% for the same period of the prior year.

Nine Months Ended September 30, 2001

For the nine months ended  September 30, 2001, net income was $25.2 million,  or
$1.69 per  share,  compared  to $17.5  million,  or $1.24 per share  last  year.
Excluding  the effect of gains and the 2000  cumulative  effect of an accounting
change, net income was $23.7 million,  or $1.59 per share, up from $17.3 million
or $1.22 per share a year ago. The cumulative  effect of the  accounting  change
was a non-cash  charge to first  quarter 2000 net income to record a reserve for
the  cancellation of policies in accordance with SEC Staff  Accounting  Bulletin
101.

Commissions and fees were $237.6 million,  an increase of 24.2% from commissions
and fees of $191.4  million  during  the  comparable  period of the prior  year.
Approximately   $41.9  million  of   commissions   were  derived  from  purchase
acquisitions of new insurance agencies. This increase was offset by decreases of
approximately $4.6 million from the sale of certain offices and



                                       12


accounts  in 2001 and  2000.  Commissions  and  fees,  excluding  the  effect of
acquisitions and dispositions,  increased 4.7% which was tempered by declines in
contingent and non-standard commissions,  an industry-wide trend this past year,
and the Company's focus on writing and renewing profitable accounts.

Investment  income increased $0.2 million,  or 9.8%,  primarily due to increased
invested assets related to purchase  acquisitions  partially offset by declining
interest  rates.  Other income  increased  $1.9 million or 103.4% from the prior
year primarily due to the net impact of  nonrecurring  gains from the sale of an
agency, certain insurance accounts and other assets.

Expenses increased by $35.3 million or 21.6%. Increases include $24.8 million in
compensation  and  benefits and $8.4 million in other  operating  expenses,  due
primarily to purchase  acquisitions  of new  insurance  agencies  and  increased
revenue  production.  Amortization of intangibles  increased  approximately $1.2
million due primarily to purchase  acquisitions.  Interest expense  increased by
$0.9  million due to increased  bank  borrowings  related to 2001  acquisitions,
partially offset by declines in interest rates.

The Company's  overall tax rate of 43.0% for the nine months ended September 30,
2001 was also 43.0% for the nine months ended September 30, 2000.

Other

For the three months ended  September  30, 2001,  net income as a percentage  of
revenues did not vary  significantly  from the three months ended June 30, 2001.
Commission  income was higher during the third quarter due to  acquisitions  and
increased  revenue  growth.  The operating  profit margin (before  non-recurring
items,  taxes and interest)  also  increased from 22.4% in the second quarter to
26.1% in the third quarter.

The  timing  of  contingent  commissions,   policy  renewals,  acquisitions  and
dispositions may cause revenues,  expenses and net income to vary  significantly
from quarter to quarter.  As a result of the factors described above,  operating
results for the nine months ended  September  30, 2001 should not be  considered
indicative  of the  results  that may be  expected  for the entire  year  ending
December 31, 2001.

Liquidity and Capital Resources:
-------------------------------

Net cash provided by operations  totaled $49.4 million and $40.6 million for the
nine months ended  September 30, 2001 and 2000,  respectively,  and is primarily
dependent upon the timing of the  collection of insurance  premiums from clients
and payment of those premiums to the appropriate insurance underwriters.

The Company has  historically  generated  sufficient funds internally to finance
capital  expenditures  for property and  equipment.  Cash  expenditures  for the
acquisition of property and equipment were $3.7 million and $4.9 million for the
nine months  ended  September  30, 2001 and 2000,  respectively.  The timing and
extent of the purchase and sale of  investments is dependent upon cash needs and
yields on alternate investments and cash equivalents.  The purchase of insurance
agencies accounted for under the purchase method of accounting  utilized



                                       13


cash of $38.8 million and $11.8  million in the nine months ended  September 30,
2001  and  2000,  respectively.  Cash  expenditures  for such  insurance  agency
acquisitions  have  been  primarily  funded  through  operations  and  long-term
borrowings.  In addition,  a portion of the purchase price in such  acquisitions
may be paid through Common Stock, and deferred cash payments. Cash proceeds from
the sale of accounts and other assets  amounted to $4.4 million and $4.7 million
in the nine months ended September 30, 2001 and 2000, respectively.  The Company
did not have any material  capital  expenditure  commitments as of September 30,
2001.

Financing  activities  provided cash of $11.4 million and utilized cash of $14.6
million in the nine months ended September 30, 2001 and 2000, respectively.  The
Company has consistently made scheduled debt payments and annually increased its
dividend rate. In addition, during the nine months ended September 30, 2001, the
Company  repurchased  5,000 shares of its Common Stock under a stock  repurchase
program.  The Company is currently  authorized to purchase an additional 374,100
shares.  The Company  anticipates  the continuance of its dividend  policy.  The
Company has a bank credit agreement for $152.5 million under which loans are due
in  various  amounts  through  2004  and  $32.0  million  face  value  of  5.25%
Convertible  Subordinated Debentures due 2014. At September 30, 2001, there were
loans of $89.5 million outstanding under the bank agreement.

The Company had a current ratio (current assets to current  liabilities) of 0.91
to 1.00 as of September  30,  2001.  Shareholders'  equity of $133.9  million at
September 30, 2001,  is improved  from $88.2  million at December 31, 2000.  The
debt to equity ratio of .97 to 1.00 is decreased  from the ratio at December 31,
2000 of 1.17 to 1.00 due to issuance  of Common  Stock,  partially  offset by an
increase in debt related to acquisitions and net income.

The Company believes that cash generated from operations, together with proceeds
from borrowings,  will provide  sufficient funds to meet the Company's short and
long-term funding needs.

Market Risk
-----------

The Company has certain investments and utilizes (on a limited basis) derivative
financial  instruments  which are subject to market risk;  however,  the Company
believes that exposure to market risk associated  with these  instruments is not
material.

New Accounting Standards
------------------------

In June 2001,  the Financial  Accounting  Standards  Board issued  Statements of
Financial  Accounting Standards No. 141, "Business  Combinations",  and No. 142,
"Goodwill and Other Intangible  Assets" (the  Statements),  effective for fiscal
years beginning after December 15, 2001.  Under the new rules,  goodwill will no
longer be amortized but will be subject to annual impairment tests in accordance
with the Statements.  Other intangible assets will continue to be amortized over
their useful lives.



                                       14


The  Company  will  apply the new rules on  accounting  for  goodwill  and other
intangible assets beginning in the first quarter of 2002, including the required
impairment  tests of goodwill.  Based on the  Company's  current  analysis,  the
implementation  of the  Statement  will  result in an  increase in after tax net
income of approximately  $8.0 million related to acquisitions  consummated prior
to July 1, 2001. This impact includes a reduction of approximately $11.0 million
in amortization expense offset by the elimination of the related tax benefits.

Forward-Looking Statements
--------------------------

The Company cautions readers that the foregoing discussion and analysis includes
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934, as amended,  and are subject to the safe harbor created by
that Act.  These  forward-looking  statements  are believed by the Company to be
reasonable  based upon  management's  current  knowledge and  assumptions  about
future events,  but are subject to the uncertainties  generally  inherent in any
such  forward-looking  statement,  including  factors discussed above as well as
other  factors  that may  generally  affect the  Company's  business,  financial
condition  or  operating  results.  Reference  is  made  to  the  discussion  of
"Forward-Looking  Statements" contained in "Management's Discussion and Analysis
of Financial Condition and Results of Operations" in the Company's Annual Report
on Form 10-K for the fiscal year ended  December 31, 2000,  regarding  important
risk factors and uncertainties  that could cause actual results,  performance or
achievements  to  differ   materially   from  future  results,   performance  or
achievements expressed or implied in any forward-looking statement made by or on
behalf of the Company.

Item 3.      QUALITATIVE AND QUANTITATIVE DISCLOUSRES ABOUT MARKET RISK

         The  information  required  by this item is set forth under the caption
"Market  Risk" in Item 2 --  Management's  Discussion  and Analysis of Financial
Condition and Results of Operations.


















                                       15



                           PART II - OTHER INFORMATION

Item 6.      EXHIBITS AND REPORTS ON FORM 8-K

       a)  Exhibits

             Exhibit No.                              Document
             -----------                              --------

                10.1                   Amendment   Number   One  to   Employment
                                       Agreement  with  Andrew  L.  Rogal  dated
                                       August 2, 2001 by and between Hilb, Rogal
                                       and Hamilton Company and Andrew L. Rogal.

                10.2                   Amendment   Number   One  to   Employment
                                       Agreement  with  Martin L.  Vaughan,  III
                                       dated August 2, 2001 by and between Hilb,
                                       Rogal and Hamilton  Company and Martin L.
                                       Vaughan, III.


       b)  Reports on Form 8-K

           None.
















                                       16


                                   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.


                                            Hilb, Rogal and Hamilton Company
                                            --------------------------------
                                                      (Registrant)


Date     November 14, 2001                  By:      /s/ Andrew L. Rogal
      -----------------------                   --------------------------------
                                                Chairman and Chief Executive
                                                  Officer
                                                (Principal Executive Officer)



Date     November 14, 2001                  By:      /s/ Carolyn Jones
      -----------------------                   --------------------------------
                                                Senior Vice President and Chief
                                                  Financial Officer
                                                (Principal Financial Officer)



Date     November 14, 2001                  By:      /s/ Robert W. Blanton, Jr.
      -----------------------                   --------------------------------
                                                Vice President and Controller
                                                (Chief Accounting Officer)









                                       17


                        HILB, ROGAL AND HAMILTON COMPANY

                                  EXHIBIT INDEX


      Exhibit No.                                    Document
      -----------                                    --------

         10.1                   Amendment  Number  One to  Employment  Agreement
                                with Andrew L. Rogal dated August 2, 2001 by and
                                between  Hilb,  Rogal and  Hamilton  Company and
                                Andrew L. Rogal.

         10.2                   Amendment  Number  One to  Employment  Agreement
                                with Martin L. Vaughan, III dated August 2, 2001
                                by and between Hilb,  Rogal and Hamilton Company
                                and Martin L. Vaughan, III.