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 March 31, 2002                 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 May 1, 2002
-----------------------------                     ---------------------------
Common stock, no par value                                  28,552,883







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



Part I.           FINANCIAL INFORMATION                                   Page
                                                                          ----

                  Item 1.    Financial Statements

                  Statement of Consolidated Income
                    for the three months ended
                    March 31, 2002 and 2001                                 3

                  Consolidated Balance Sheet
                    March 31, 2002 and December 31,
                    2001                                                    4

                  Statement of Consolidated Shareholders'
                    Equity for the three months ended
                    March 31, 2002 and 2001                                 5

                  Statement of Consolidated Cash Flows
                    for the three months ended March 31,
                    2002 and 2001                                           6

                  Notes to Consolidated Financial
                    Statements                                              7-11



                  Item 2.    Management's Discussion and Analysis
                              of Financial Condition and
                              Results of Operations                        12-14

                  Item 3.    Qualitative and Quantitative Disclosures
                              About Market Risk                            14


Part II. OTHER INFORMATION

                  Item 4.    Submission of Matters to a Vote of Security
                              Holders                                      15

                  Item 6.    Exhibits and Reports on Form 8-K              15


                                       2





                         PART I -- FINANCIAL INFORMATION

Item 1.       FINANCIAL STATEMENTS

STATEMENT OF CONSOLIDATED INCOME

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES

(UNAUDITED)



                                                                                    THREE MONTHS ENDED
                                                                        MARCH 31, 2002            MARCH  31, 2001
                                                                        --------------            ---------------
                                                                                             
          Revenues
            Commissions and fees                                          $98,648,085              $77,002,907
            Investment income                                                 513,848                  627,783
            Other                                                             691,863                  281,037
                                                                          -----------              -----------
                                                                           99,853,796               77,911,727
          Operating expenses
            Compensation and employee benefits                             53,259,020               42,769,221
            Other operating expenses                                       18,549,156               15,861,071
            Amortization of intangibles                                       521,618                3,324,503
            Interest expense                                                1,883,374                2,306,009
                                                                          -----------              -----------
                                                                           74,213,168               64,260,804
                                                                          -----------              -----------
          INCOME BEFORE INCOME TAXES
            AND CUMULATIVE EFFECT OF
            ACCOUNTING CHANGE                                              25,640,628               13,650,923

          Income taxes                                                     10,457,391                5,869,897
                                                                          -----------              -----------

          INCOME BEFORE CUMULATIVE EFFECT
            OF ACCOUNTING CHANGE                                           15,183,237                7,781,026

          Cumulative effect of accounting change, net of tax                3,944,484                        -
                                                                          -----------              -----------
          NET INCOME                                                      $19,127,721              $ 7,781,026
                                                                          ===========              ===========


          Net Income Per Share - Basic:
            Income before cumulative effect of
              accounting change                                                 $0.54                    $0.29
            Cumulative effect of accounting change,
              net of tax                                                         0.14                        -
                                                                                -----                    -----
            Net income                                                          $0.68                    $0.29
                                                                                =====                    =====


          Net Income Per Share - Assuming Dilution:
            Income before cumulative effect of
              accounting change                                                 $0.48                    $0.27
            Cumulative effect of accounting change,
              net of tax                                                         0.12                        -
                                                                                -----                    -----
            Net income                                                          $0.60                    $0.27
                                                                                =====                    =====




See notes to consolidated financial statements.

                                       3



CONSOLIDATED BALANCE SHEET

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES



                                                                                 MARCH 31,            DECEMBER 31,
                                                                                   2002                    2001
                                                                                   ----                    ----
                                                                                (UNAUDITED)
                                                                                                  
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                                     $ 56,143,796            $  51,580,095
  Investments                                                                      2,887,117                3,499,421
  Receivables:
    Premiums and commissions, less allowance for doubtful
      accounts of $3,460,995 and $3,374,285, respectively                         93,292,016              116,219,367
    Other                                                                         22,174,194               17,672,780
                                                                                ------------             ------------
                                                                                 115,466,210              133,892,147
  Prepaid expenses and other current assets                                        6,946,695                8,435,944
                                                                                ------------             ------------
              TOTAL CURRENT ASSETS                                               181,443,818              197,407,607

INVESTMENTS                                                                        1,343,080                1,335,798

PROPERTY AND EQUIPMENT, NET                                                       18,546,207               19,484,705

GOODWILL                                                                         293,177,957              286,554,839
OTHER INTANGIBLE ASSETS                                                           33,741,884               33,516,884
   Less accumulated amortization                                                  54,343,026               53,821,407
                                                                                ------------             ------------
                                                                                 272,576,815              266,250,316
OTHER ASSETS                                                                      10,046,576                9,764,122
                                                                                ------------             ------------
                                                                                $483,956,496             $494,242,548
                                                                                ============             ============
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
   Premiums payable to insurance companies                                      $142,866,676             $169,501,575
   Accounts payable                                                                7,865,284                7,303,804
   Accrued expenses                                                               18,634,000               20,302,435
   Premium deposits and credits due customers                                     27,020,959               20,940,410
   Current portion of long-term debt                                               6,166,779                6,996,423
                                                                                ------------             ------------
              TOTAL CURRENT LIABILITIES                                          202,553,698              225,044,647

LONG-TERM DEBT                                                                   108,260,236              114,443,224

OTHER LONG-TERM LIABILITIES                                                       12,156,835               11,953,338

SHAREHOLDERS' EQUITY
   Common Stock, no par value; authorized 50,000,000
     shares; outstanding 28,498,647 and 28,310,568 shares,
       respectively                                                               56,857,748               55,542,485
   Retained earnings                                                             105,238,634               88,604,274
   Accumulated other comprehensive income (loss):
     Unrealized loss on derivative contracts, net of
       deferred tax benefit of $750,000 and $955,000, respectively                (1,125,359)              (1,433,296)

     Other                                                                            14,704                   87,876
                                                                                ------------             ------------
                                                                                 160,985,727              142,801,339
                                                                                ------------             ------------
                                                                                $483,956,496             $494,242,548
                                                                                ============             ============


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, 2002                             $55,542,485           $ 88,604,274           $(1,345,420)
  Issuance of 188,079 shares of
    Common Stock                                         1,315,263
  Payment of dividends ($.0875 per share)                                      (2,493,361)
  Net income                                                                   19,127,721
  Derivative gain arising during first quarter
    2002, net of tax                                                                                    307,937
  Other                                                                                                 (73,172)
                                                       -----------           ------------           -----------
Balance at March 31, 2002                              $56,857,748           $105,238,634           $(1,110,655)
                                                       ===========           ============           ===========

Balance at January 1, 2001                             $22,361,312           $ 65,860,654           $         -
  Issuance of 390,342 shares of
    Common Stock                                         5,790,806
  Payment of dividends ($.085 per share)                                       (2,288,791)
  Net income                                                                    7,781,026
  Cumulative effect of accounting change
    related to derivatives, net of tax                                                                 (516,600)
  Derivative loss arising during first quarter
    2001, net of tax                                                                                   (503,349)
                                                       -----------           ------------           -----------
Balance at March 31, 2001                              $28,152,118           $ 71,352,889           $(1,019,949)
                                                       ===========          =============           ===========









See notes to consolidated financial statements.

                                       5





STATEMENT OF CONSOLIDATED CASH FLOWS

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES

(UNAUDITED)


                                                                        THREE MONTHS ENDED
                                                                MARCH 31, 2002         MARCH  31, 2001
                                                                --------------         ---------------
                                                                                   
OPERATING ACTIVITIES
  Net income                                                    $ 19,127,721             $  7,781,026
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Cumulative effect of accounting change, net of tax          (3,944,484)                       -
      Depreciation and amortization                                1,710,600                1,481,825
      Amortization of intangible assets                              521,618                3,324,503
                                                                ------------             ------------
      Net income plus amortization, depreciation and
        cumulative effect of accounting change, net of tax        17,415,455               12,587,354

      Provision for losses on accounts receivable                    233,052                  194,149
      Provision for deferred income taxes                            956,827                        -
      Gain on sale of assets                                           3,446                  (38,591)
      Changes in operating assets and liabilities
        net of effects from insurance agency
        acquisitions and dispositions:
          Decrease in accounts receivable                         24,821,500               16,367,519
          Decrease in prepaid expenses                             1,260,841                  957,392
          Decrease in premiums payable to
            insurance companies                                  (28,450,659)              (7,062,917)
          Increase in premium deposits and credits due
            customers                                              6,069,549                4,645,154
          Increase (decrease) in accounts payable                    507,309                 (710,005)
          Decrease in accrued expenses                            (1,680,067)              (3,025,476)
          Other operating activities                              (3,193,169)               1,369,952
                                                                ------------             ------------
NET CASH PROVIDED BY OPERATING
  ACTIVITIES                                                      17,944,084               25,284,531

INVESTING ACTIVITIES
  Purchase of held-to-maturity investments                          (607,287)                (745,153)
  Proceeds from maturities of held-to-maturity
    investments                                                    1,212,309                        -
  Purchase of property and equipment                                (964,880)                (960,305)
  Purchase of insurance agencies, net of cash acquired            (3,826,892)             (17,512,291)
  Proceeds from sale of assets                                       369,394                   18,647
  Other investing activities                                          57,141                  191,112
                                                                ------------             ------------
NET CASH USED IN INVESTING ACTIVITIES                             (3,760,215)             (19,007,990)

FINANCING ACTIVITIES
  Proceeds from long-term debt                                             -               25,000,000
  Principal payments on long-term debt                            (7,499,625)              (7,999,266)
  Proceeds from issuance of Common Stock                             372,818                1,052,405
  Dividends                                                       (2,493,361)              (2,288,791)
                                                                ------------             ------------
NET CASH (USED IN) PROVIDED BY
  FINANCING ACTIVITIES                                            (9,620,168)              15,764,348

INCREASE IN CASH AND CASH EQUIVALENTS                              4,563,701               22,040,889
  Cash and cash equivalents at beginning of period                51,580,095               28,880,784
                                                                ------------             ------------
CASH AND CASH EQUIVALENTS AT END OF
  PERIOD                                                        $ 56,143,796             $ 50,921,673
                                                                ============             ============


See notes to consolidated financial statements.

                                       6


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES

March 31, 2002

(UNAUDITED)

NOTE A--BASIS OF PRESENTATION

The accompanying  unaudited consolidated financial statements of Hilb, Rogal and
Hamilton  Company (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
three month period ended March 31, 2002, are not  necessarily  indicative of the
results that may be expected for the year ending  December 31, 2002. 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,
2001.

Certain  amounts  for the prior  period  have been  reclassified  to  conform to
current year presentation.

NOTE B--CHANGES IN ACCOUNTING METHOD

Effective  January 1, 2002,  the Company  changed its method of  accounting  for
commissions on premiums billed and collected  directly by insurance  carriers on
its middle-market  property and casualty  business.  Prior to 2002, this revenue
was  recognized  when  received.  Beginning  January  1, 2002,  this  revenue is
recorded on the later of the billing date or the effective date, consistent with
the  revenue  recognition  policy  for  agency  billed  business.  This  is  the
predominant practice followed in the industry. Management believes that this new
methodology is preferable and that it better matches the income with the related
expenses.  For the three months ended March 31, 2002,  the effect of this change
was to increase net income by $4.6 million ($0.14 per share), which included the
cumulative  effect  adjustment of $3.9 million ($0.12 per share),  net of income
taxes of $2.6 million.  No prior period proforma  amounts have been presented to
reflect  the  effect  of  retroactive  application  of the  change  as it is not
practical  for the Company to compute prior period  proforma  amounts due to the
lack of prior period data.

NOTE C--INTANGIBLE ASSETS

In June 2001,  the Financial  Accounting  Standards  Board issued  Statements of
Financial Accounting Standards No. 141, "Business Combinations" (Statement 141),
and No. 142, "Goodwill and Other Intangible  Assets" (Statement 142).  Statement
141 requires  that the purchase  method of  accounting  be used for all business
combinations initiated after June 30, 2001. Statement 141 also included guidance
on the initial  recognition  and  measurement  of goodwill and other  intangible
assets arising from business  combinations  completed after June 30, 2001. Under
Statement 142, goodwill will no

                                       7



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES

March 31, 2002

(UNAUDITED)

NOTE C--INTANGIBLE ASSETS-Continued

longer be amortized but will be subject to annual impairment  tests.  Intangible
assets with finite lives will continue to be amortized  over their useful lives.
The Company adopted Statement 142 effective January 1, 2002.

The  Company  will test  goodwill  for  impairment  using the  two-step  process
prescribed  in  Statement  142.  The  first  step  is  a  screen  for  potential
impairment, while the second step measures the amount of the impairment, if any.
The Company  expects to perform the first of the  required  impairment  tests of
goodwill as of January 1, 2002 in the first six months of 2002.  Any  impairment
charge resulting from these  transitional  impairment tests will be reflected as
the cumulative  effect of a change in accounting  principle in the first quarter
of 2002. The Company does not anticipate these tests will have a material impact
on the earnings or financial position of the Company.

The following  table  provides a  reconciliation  of the March 31, 2002 and 2001
reported net income to adjusted net income had  Statement 142 been applied as of
January 1, 2001:




                                                             For the Three Months Ended March 31,
                                                                 2002                 2001
                                                                 ----                 ----

                                                                            
        Net Income - as reported                               $19,127,721        $7,781,026
        Goodwill amortization, net of tax                                -         1,988,462
                                                               -----------        ----------

        Adjusted net income                                    $19,127,721        $9,769,488
                                                               ===========        ==========

        Net Income Per Share - Basic:
          Net income - as reported                                   $0.68            $0.29
          Goodwill amortization, net of tax                              -             0.08
                                                                     -----           ------
          Adjusted net income                                        $0.68            $0.37
                                                                     =====            =====

        Net Income Per Share - Assuming Dilution:
          Net income - as reported                                   $0.60            $0.27
          Goodwill amortization, net of tax                              -             0.06
                                                                     -----            -----
          Adjusted net income                                        $0.60            $0.33
                                                                     =====            =====


                                       8




NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES

March 31, 2002

(UNAUDITED)

NOTE C--INTANGIBLE ASSETS-Continued

Intangible assets consist of the following:




                                                       As of March 31, 2002           As of December 31, 2001
                                                       --------------------           -----------------------
                                               Gross Carrying      Accumulated     Gross Carrying      Accumulated
                                                  Amount          Amortization        Amount           Amortization
                                                  ------          ------------        ------           ------------
                                                                                            
Amortizable intangible assets:
  Expiration rights                             $ 5,085,000       $ 4,679,000        $ 5,085,000        $ 4,601,000
  Non-compete agreements                         28,157,000         6,577,000         27,932,000          6,138,000
  Tradename                                         500,000            58,000            500,000             53,000
                                                -----------       -----------        -----------        -----------
    Total                                       $33,742,000       $11,314,000        $33,517,000        $10,792,000
                                                ===========       ===========        ===========        ===========

Indefinite-lived intangible
  assets:
  Goodwill, net                                $250,149,000                         $243,526,000




Aggregate  amortization  expense for the three  months  ended March 31, 2002 and
2001 was $522,000 and $3,325,000, respectively.



                                                                                  
                    Estimated amortization expense:
                      For year ended December 31, 2002                               $2,187,000
                      For year ended December 31, 2003                                1,965,000
                      For year ended December 31, 2004                                1,857,000
                      For year ended December 31, 2005                                1,801,000
                      For year ended December 31, 2006                                1,791,000
                      For year ended December 31, 2007                                1,789,000



The changes in the net  carrying  amount of goodwill  for the three months ended
March 31, 2002, are as follows:




                                                                                
                   Balance as of December 31, 2001                                 $243,526,000
                   Goodwill acquired during three months ended
                     March 31, 2002                                                   6,623,000
                                                                                   ------------
                   Balance as of March 31, 2002                                    $250,149,000
                                                                                   ============



                                       9



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES

March 31, 2002

(UNAUDITED)

NOTE D--INCOME TAXES

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 three months of 2002, the Company  acquired  certain assets and
liabilities of three insurance agencies for approximately $4,606,000 ($4,119,000
in cash and  $487,000 in  guaranteed  future  payments)  in purchase  accounting
transactions.  The  combined  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 three months ended March 31, 2002 and 2001,  the Company sold certain
insurance accounts and other assets resulting in a loss of approximately  $3,000
and a gain of $39,000,  respectively.  Revenues,  expenses and assets related to
these dispositions were not material to the consolidated financial statements.


                                       10

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES

March 31, 2002

(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

                                                                        MARCH 31, 2002     MARCH 31, 2001
                                                                        --------------     --------------
                                                                                         
Numerator for basic net income
  per share - net income                                                $19,127,721            $7,781,026
  Effect of dilutive securities:
    5.25% convertible debenture                                             272,393               270,882
                                                                        -----------            ----------
  Numerator for dilutive net income per share - net
    income available after assumed conversions                          $19,400,114            $8,051,908
                                                                        ===========            ==========

Denominator
  Weighted average shares                                                28,148,503            26,561,116
  Effect of guaranteed future shares to be issued in
    connection with agency acquisitions                                      39,220                54,858
                                                                        -----------            ----------
  Denominator for basic net income per share                             28,187,723            26,615,974
  Effect of dilutive securities:
    Employee stock options                                                1,029,703               684,164
    Employee non-vested stock                                               150,910                76,520
    Contingent stock - acquisitions                                          21,628                11,764
    5.25% convertible debenture                                           2,813,187             2,813,186
                                                                        -----------            ----------
  Dilutive potential common shares                                        4,015,428             3,585,634
                                                                        -----------            ----------
  Denominator for diluted net income per share -
    adjusted weighted average shares and
    assumed conversions                                                  32,203,151            30,201,608
                                                                        ===========            ==========

Net Income Per Share:
  Basic                                                                       $0.68                 $0.29
                                                                              =====                 =====
  Assuming Dilution                                                           $0.60                 $0.27
                                                                              =====                 =====





                                       11



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

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

Three Months Ended March 31, 2002

Net income for the three months ended March 31, 2002 was $19.1 million, or $0.60
per share,  compared  with $7.8 million,  or $0.27 per share for the  comparable
period last year. Excluding net non-recurring gains and the cumulative effect of
an  accounting  change in 2002  relating to revenue  recognition,  and adjusting
amortization  to a  proforma  basis in 2001 as if the new  accounting  standards
related to goodwill had been adopted as of January 1, 2001, net income was $15.2
million,  a 55.8%  increase from $9.7 million last year. Net income per share on
the same  basis  was  $0.48,  compared  with  $0.33  last  year.  See  "Note C -
Intangible Assets" of Notes to Consolidated Financial Statements.

Commissions and fees were $98.6 million,  an increase of 28.1% from  commissions
and fees of $77.0  million  during  the  comparable  period of the  prior  year.
Approximately   $15.4  million  of   commissions   were  derived  from  purchase
acquisitions of new insurance agencies. This increase was offset by decreases of
approximately $1.0 million from the sale of certain offices and accounts in 2002
and 2001. Excluding the effect of acquisitions and dispositions, commissions and
fees from  operations  owned during both periods  increased  9.3%. This increase
principally  reflects new  business  production,  firming of premium  levels and
higher non-standard commissions.

Expenses for the quarter  increased  $10.0  million or 15.5%.  Compensation  and
benefits and other operating  expenses increased $10.5 million and $2.7 million,
respectively,  primarily due to purchase  acquisitions of new insurance agencies
and  increased  revenue  production.   Amortization  of  intangibles   decreased
approximately  $2.8 million due  primarily  to the  adoption of  Statement  142.
Interest  expense  decreased $0.4 million due to decreased  borrowings and lower
rates.

The  Company's  overall tax rate for the three  months  ended March 31, 2002 was
40.8%  compared to 43.0% for the same period of the prior year.  The decrease is
primarily  related  to the  non-amortization  of  goodwill  resulting  from  the
adoption of Statement 142.

The timing of contingent commissions, policy renewals and acquisitions 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 three
months ended March 31, 2002 should not be  considered  indicative of the results
that may be expected for the entire year ending December 31, 2002.

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

Net cash provided by operations  totaled $17.9 million and $25.3 million for the
three  months  ended March 31,  2002 and 2001,  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.

                                       12


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 $1.0 million and $1.0 million for the
three months ended March 31, 2002 and 2001, 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 cash of
$3.8  million  and $17.5  million in the three  months  ended March 31, 2002 and
2001,  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.  The Company did not have any
material capital expenditure commitments as of March 31, 2002.

Financing  activities  utilized  cash of $9.6 million and provided cash of $15.8
million in the three  months  ended March 31, 2002 and 2001,  respectively.  The
Company has consistently made debt payments and annually  increased its dividend
rate.  The Company did not  repurchase  any shares during the three months ended
March 31, 2002 and 2001,  respectively.  The Company is currently  authorized to
purchase an additional 748,200 shares.  The Company  anticipates the continuance
of its  dividend  policy.  As of March 31,  2002,  the Company has a bank credit
facility of $144.1 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 March 31, 2002, there were loans of $74.1 million outstanding under
the bank agreement,  with $70.0 million available under the revolving portion of
the facility for future borrowings.

The Company had a current ratio (current assets to current  liabilities) of 0.90
to 1.00 as of March 31, 2002.  Shareholders'  equity of $161.0  million at March
31, 2002,  is improved  from $142.8  million at December  31, 2001.  The debt to
equity ratio of .67 to 1.00 is decreased  from the ratio at December 31, 2001 of
0.80 to 1.00 due to increased net income and decreased borrowings.

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 Standard
-----------------------

The  Company  adopted  Statement  of  Financial  Accounting  Standards  No. 142.
"Goodwill and Other Intangible  Assets"  (Statement 142),  effective  January 1,
2002, which, among other things, ends the practice of amortizing  goodwill.  Net
income for the three months  ended March 31, 2001 would have  increased by $0.06
per share on a proforma basis,  assuming adoption of Statement 142 as of January
1, 2001. The Company does not anticipate  that the impairment  tests required by
Statement 142 will have a material impact on the earnings or financial  position
of the Company.

                                       13


Change in Accounting Principle
------------------------------

Effective  January 1, 2002,  the Company  changed its method of  accounting  for
commissions on premiums billed and collected  directly by insurance  carriers on
its middle-market  property and casualty  business.  Prior to 2002, this revenue
was  recognized  when  received.  Beginning  January  1, 2002,  this  revenue is
recorded on the later of the billing date or the effective date, consistent with
the  revenue  recognition  policy  for  agency  billed  business.  This  is  the
predominant practice followed in the industry. Management believes that this new
methodology is preferable and that it better matches the income with the related
expenses.  For the three months ended March 31, 2002,  the effect of this change
was to increase net income by $4.6 million ($0.14 per share), which included the
cumulative  effect  adjustment of $3.9 million ($0.12 per share),  net of income
taxes of $2.6 million.  No prior period proforma  amounts have been presented to
reflect  the  effect  of  retroactive  application  of the  change  as it is not
practical  for the Company to compute prior period  proforma  amounts due to the
lack of prior period data.

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, 2001  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 DISCLOSURES 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.









                                       14



                           PART II - OTHER INFORMATION

Item 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         a)       The Annual  Meeting of  Shareholders  (the  "Meeting")  of the
                  Company was held on Tuesday, May 7, 2002.

         c)       The Shareholders  voted for the election of four (4) directors
                  to serve for terms of three (3) years  expiring on the date of
                  the Annual  Meeting  in 2005 and until  their  successors  are
                  elected  and one (1)  director  to serve for a term of one (1)
                  year  expiring  on the date of the Annual  Meeting in 2003 and
                  until his  successor is elected.  The results of the voting in
                  these elections are set forth below.

         d)



                                                        Votes For           Votes       Non-Votes
                                                                           Withheld

                                                                                
                  Theodore L. Chandler, Jr.             20,903,802          311,470       7,278,381
                  Norwood H. Davis, Jr.                 20,857,357          357,915       7,278,381
                  Timothy J. Korman                     20,857,541          357,731       7,278,381
                  Thomas H. O'Brien                     20,903,877          311,395       7,278,381
                  Julious P. Smith, Jr.                 20,856,835          358,437       7,278,381


                  No other  matters were voted upon at the Meeting or during the
                  quarter for which this report is filed.

Item 6.   EXHIBITS AND REPORTS ON FORM 8-K

         a)       Exhibits

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

                     18.1           Letter from Independent Auditors regarding
                                    preferability of accounting principle change

         b)       Reports on Form 8-K

                  None.



                                       15




                                   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           May 9, 2002                   By: /s/ Andrew L. Rogal
         --------------------                   --------------------------------
                                                Chairman and Chief Executive
                                                   Officer
                                                (Principal Executive Officer)



Date           May 9, 2002                   By: /s/ Carolyn Jones
         --------------------                   --------------------------------
                                                 Senior Vice President and Chief
                                                    Financial Officer
                                                 (Principal Financial Officer)



Date           May 9, 2002                   By: /s/ Robert W. Blanton, Jr.
         --------------------                   --------------------------------
                                                 Vice President and Controller
                                                    (Chief Accounting Officer)


                                       16



                                 EXHIBIT INDEX


No.              Description
---              -----------

18.1             Letter from Independent  Auditors  regarding   preferability of
                 accounting principle change