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 June 30, 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 July 31, 2002
-------------------------------                    ----------------------------
   Common stock, no par value                               29,362,646




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


                                                                           Page
                                                                           ----


Part I.           FINANCIAL INFORMATION

                  Item 1.       Financial Statements

                  Statement of Consolidated Income
                    for the three months and six months
                    ended June 30, 2002 and 2001                              3

                  Consolidated Balance Sheet,
                    June 30, 2002 and December
                    31, 2001                                                  4

                  Statement of Consolidated Shareholders'
                    Equity for the six months ended
                    June 30, 2002 and 2001                                    5

                  Statement of Consolidated Cash Flows
                    for the six months ended June
                    30, 2002 and 2001                                         6

                  Notes to Consolidated Financial
                    Statements                                             7-14


                  Item 2.       Management's Discussion and Analysis
                                  of Financial Condition and
                                  Results of Operations                   15-19


                  Item 3.       Qualitative and Quantitative Disclosures
                                  About Market Risk                          19


Part II.          OTHER INFORMATION

                  Item 4.       Submission of Matters to a Vote of
                                  Security Holders                           20

                  Item 6.       Exhibits and Reports on Form 8-K          20-21


                                       2




                         PART I - FINANCIAL INFORMATION

Item 1.    FINANCIAL STATEMENTS

STATEMENT OF CONSOLIDATED INCOME

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES

(UNAUDITED)


                                              THREE MONTHS ENDED                    SIX MONTHS ENDED
                                       JUNE 30, 2002     JUNE 30, 2001      JUNE 30, 2002      JUNE 30, 2001
                                       -------------     -------------      -------------      -------------
                                                                                    
Revenues
  Commissions and fees               $94,739,300        $74,302,275         $193,387,386         $151,305,181
  Investment income                      459,780            668,604              973,628            1,296,387
  Other                                  518,198          2,818,736            1,210,060            3,099,774
                                     -----------        -----------         ------------         ------------
                                      95,717,278         77,789,615          195,571,074          155,701,342
Operating expenses
  Compensation and employee
    benefits                          52,794,699         42,754,692          106,053,719           85,523,913
  Other operating expenses            17,717,009         14,035,720           34,555,565           28,414,966
  Depreciation                         1,729,843          1,538,519            3,440,443            3,020,344
  Amortization of intangibles            562,980          3,446,099            1,084,598            6,770,602
  Interest expense                     1,819,236          2,353,562            3,702,610            4,659,571
                                     -----------        -----------         ------------         ------------
                                      74,623,767         64,128,592          148,836,935          128,389,396
                                     -----------        -----------         ------------         ------------
INCOME BEFORE INCOME
  TAXES AND CUMULATIVE   EFFECT OF
ACCOUNTING
  CHANGE                              21,093,511         13,661,023           46,734,139           27,311,946

Income taxes                           8,591,021          5,874,240           19,048,411           11,744,137
                                     -----------        -----------         ------------         ------------

INCOME BEFORE
  CUMULATIVE EFFECT OF
  ACCOUNTING CHANGE                   12,502,490          7,786,783           27,685,728           15,567,809

Cumulative effect of accounting
  change, net of tax                           -                  -            3,944,484                    -
                                     -----------        -----------         ------------         ------------

 NET INCOME                          $12,502,490        $ 7,786,783         $ 31,630,212         $ 15,567,809
                                     ===========        ===========         ============         ============

Net Income Per Share - Basic:
  Income before cumulative
    effect of accounting change            $0.44              $0.29                $0.98                $0.58
  Cumulative effect of
    accounting change, net of tax              -                  -                 0.14                    -
                                           -----              -----                -----                -----
  Net income                               $0.44              $0.29                $1.12                $0.58
                                           =====              =====                =====                =====

Net Income Per Share -
  Assuming Dilution:
  Income before cumulative
    effect of accounting change            $0.40              $0.26                $0.88                $0.53
  Cumulative effect of
    accounting change, net of tax              -                  -                 0.12                    -
                                           -----              -----                -----                -----
  Net income                               $0.40              $0.26                $1.00                $0.53
                                           =====              =====                =====                =====




See notes to consolidated financial statements.

                                       3



CONSOLIDATED BALANCE SHEET

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES



                                                                    JUNE 30,                DECEMBER 31,
                                                                      2002                      2001
                                                                      ----                      ----
                                                                  (UNAUDITED)
                                                                                   
ASSETS
CURRENT ASSETS
  Cash and cash equivalents                                    $ 59,139,354                $ 51,580,095
  Investments                                                     2,387,137                   3,499,421
  Receivables:
    Premiums and commissions, less allowance for
  doubtful accounts of $3,540,071 and $3,374,285,
respectively                                                    118,107,312                 116,219,367
    Other                                                        23,795,498                  17,672,780
                                                               ------------               -------------
                                                                141,902,810                 133,892,147
  Prepaid expenses and other current assets                       8,500,969                   8,435,944
                                                               ------------               -------------
              TOTAL CURRENT ASSETS                              211,930,270                 197,407,607

INVESTMENTS                                                       1,179,284                   1,335,798

PROPERTY AND EQUIPMENT, NET                                      18,162,909                  19,484,705

GOODWILL                                                        301,434,047                 286,554,839
OTHER INTANGIBLE ASSETS                                          33,606,884                  33,516,884
   Less accumulated amortization                                 54,754,117                  53,821,407
                                                               ------------               -------------
                                                                280,286,814                 266,250,316
OTHER ASSETS                                                      9,180,755                   9,764,122
                                                               ------------               -------------
                                                               $520,740,032                $494,242,548
                                                               ============               =============
LIABILITIES AND SHAREHOLDERS' EQUITY

CURRENT LIABILITIES
  Premiums payable to insurance companies                      $172,698,354                $169,501,575
  Accounts payable                                                7,865,561                   7,303,804
  Accrued expenses                                               18,067,235                  20,302,435
  Premium deposits and credits due customers                     28,125,801                  20,940,410
  Current portion of long-term debt                               5,604,780                   6,996,423
                                                               ------------               -------------
                 TOTAL CURRENT LIABILITIES                      232,361,731                 225,044,647

LONG-TERM DEBT                                                  103,270,821                 114,443,224

OTHER LONG-TERM LIABILITIES                                      12,943,973                  11,953,338

SHAREHOLDERS' EQUITY

   Common Stock, no par value; authorized
     50,000,000 shares; outstanding 28,591,280
     and 28,310,568 shares, respectively                         58,084,333                  55,542,485
   Retained earnings                                            115,170,830                  88,604,274
   Accumulated other comprehensive income (loss):
     Unrealized loss on derivative contracts, net of
      deferred tax benefit of $914,000 and $955,000,
      respectively                                               (1,370,530)                 (1,433,296)
     Other                                                          278,874                      87,876
                                                               ------------               -------------
                                                                172,163,507                 142,801,339
                                                               ------------               -------------
                                                               $520,740,032                $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      INCOME (LOSS)
                                                        ----------               --------      -------------
                                                                                          

Balance at January 1, 2002                            $55,542,485            $ 88,604,274           $(1,345,420)
  Issuance of 280,712 shares of
    Common Stock                                        2,541,848
  Payment of dividends ($.1775 per share)                                      (5,063,656)
  Net income                                                                   31,630,212
  Derivative gain arising during 2002, net of tax                                                        62,766
  Other                                                         _                       _               190,998
                                                      -----------           -------------          ------------
Balance at June 30, 2002                              $58,084,333            $115,170,830           $(1,091,656)
                                                      ===========           =============          ============

Balance at January 1, 2001                            $22,361,312             $65,860,654           $         -
  Issuance of 619,958 shares of
    Common Stock                                        9,647,864
  Payment of dividends ($.1725 per share)                                      (4,663,613)
  Net income                                                                   15,567,809
  Cumulative effect of accounting change
    related to derivatives, net of tax                                                                 (516,600)
  Derivative loss arising during 2001, net of tax               _                      _               (342,994)
                                                      -----------            -----------            -----------
Balance at June 30, 2001                              $32,009,176            $76,764,850            $  (859,594)
                                                      ===========            ===========            ===========




See notes to consolidated financial statements.

                                       5


STATEMENT OF CONSOLIDATED CASH FLOWS

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES

(UNAUDITED)


                                                                          SIX MONTHS ENDED
                                                                JUNE 30, 2002           JUNE 30, 2001
                                                                -------------           -------------
                                                                                  
OPERATING ACTIVITIES

  Net income                                                      $ 31,630,212           $ 15,567,809
  Adjustments to reconcile net income to net cash
    provided by operating activities:
      Cumulative effect of accounting change, net of tax            (3,944,484)                     -
      Depreciation                                                   3,440,443              3,020,344
      Amortization of intangible assets                              1,084,598              6,770,602
                                                                  ------------           ------------
      Net income plus amortization, depreciation and
        cumulative effect of accounting change, net of tax          32,210,769             25,358,755

      Provision for losses on accounts receivable                      584,252                447,709
      Provision for deferred income taxes                            1,913,655                      -
      (Gain) loss on sale of assets                                    209,498             (2,622,580)
      Changes in operating assets and liabilities
        net of effects from insurance agency
        acquisitions and dispositions:
          (Increase) decrease in accounts receivable                (1,972,808)             7,730,400
          (Increase) decrease in prepaid expenses                     (274,074)             1,060,273
          Increase (decrease) in premiums payable to
            insurance companies                                      1,377,091             (2,856,059)
          Increase in premium deposits and credits due
            customers                                                7,174,391              3,836,702
          Increase in accounts payable                                 357,267                133,337
          Decrease in accrued expense                               (2,621,379)            (5,973,169)
          Other operating activities                                (2,598,126)             1,840,332
                                                                  ------------           ------------
NET CASH PROVIDED BY OPERATING
  ACTIVITIES                                                        36,360,536             28,955,700

INVESTING ACTIVITIES
  Proceeds from maturities of held-to-maturity
    investments                                                      1,879,064                357,867
  Purchase of investments                                             (589,756)              (321,465)
  Purchase of property and equipment                                (2,314,310)            (2,752,960)
  Purchase of insurance agencies, net of cash acquired             (11,890,811)           (19,270,964)
  Proceeds from sale of assets                                         475,329              4,285,672
  Other investing activities                                           192,005               (134,622)
                                                                  ------------           ------------
NET CASH USED IN INVESTING ACTIVITIES                              (12,248,479)           (17,836,472)

FINANCING ACTIVITIES
  Proceeds from long-term debt                                               -             25,235,950
  Principal payments on long-term debt                             (12,851,039)            (9,868,330)
  Proceeds from issuance of Common Stock                             1,361,897              1,873,823
  Dividends                                                         (5,063,656)            (4,663,614)
                                                                  ------------           ------------
NET CASH (USED IN) PROVIDED BY
  FINANCING ACTIVITIES                                             (16,552,798)            12,577,829
                                                                  ------------           ------------
INCREASE IN CASH AND CASH EQUIVALENTS                                7,559,259             23,697,057
  Cash and cash equivalents at beginning of period                  51,580,095             28,880,784
                                                                  ------------           ------------
CASH AND CASH EQUIVALENTS AT END OF
  PERIOD                                                          $ 59,139,354           $ 52,577,841
                                                                  ============           ============


See notes to consolidated financial statements.

                                       6



NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES

June 30, 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 accounting
principles  generally  accepted  in the  United  States  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 six month period ended June 30, 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 June 30, 2002,  the effect of this change
was to increase net income by $0.9 million ($0.03 per share). For the six months
ended June 30,  2002,  the effect of this change was to  increase  net income by
$5.5 million ($0.17 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  pro  forma  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 pro forma 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

June 30, 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 has tested  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 completed the first of the required  impairment tests of goodwill as
of January 1, 2002. No impairment charge resulted from this test.

The  following  table  provides a  reconciliation  of the June 30, 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     For the Six Months Ended
                                                                   June 30,                       June 30,
                                                           2002                 2001      2002               2001
                                                           ----                 ----      ----               ----
                                                                                          

        Net Income - as reported                       $12,502,490     $ 7,786,783      $31,630,212    $15,567,809
        Goodwill amortization, net of tax                        -       2,080,092                -      4,068,554
                                                       -----------     ------------     -----------   -------------

        Adjusted net income                            $12,502,490     $ 9,866,875      $31,630,212    $19,636,363
                                                       ===========     ===========      ===========    ===========

        Net Income Per Share - Basic:
          Net income - as reported
                                                             $0.44           $0.29            $1.12          $0.58
          Goodwill amortization, net of tax                      -            0.08                -           0.15
                                                            ------          ------            -----          -----
          Adjusted net income                                $0.44           $0.37            $1.12          $0.73
                                                            ======          =======           =====          =====

        Net Income Per Share - Assuming Dilution:
          Net income - as reported
                                                             $0.40           $0.26            $1.00          $0.53
          Goodwill amortization, net of tax                      -            0.07                -           0.13
                                                            ------          ------           ------          -----
          Adjusted net income                                $0.40           $0.33            $1.00          $0.66
                                                            ======          ======           ======          =====

                                       8


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES

June 30, 2002

(UNAUDITED)

NOTE C--INTANGIBLE ASSETS-Continued

Intangible assets consist of the following:



                                                   As of June 30, 2002                As of December 31, 2001
                                                   -------------------                -----------------------
                                           Gross Carrying       Accumulated        Gross Carrying        Accumulated
                                              Amount            Amortization           Amount            Amortization
                                              ------            ------------           ------            ------------
                                                                                          
Amortizable intangible assets:
  Expiration rights                           $4,950,000          $4,623,000         $5,085,000         $4,601,000
  Non-compete agreements                      28,157,000           7,055,000         27,932,000          6,138,000
  Tradename                                      500,000              63,000            500,000             53,000
  ---------                                  -----------         -----------        -----------        -----------

    Total                                    $33,607,000         $11,741,000        $33,517,000        $10,792,000
                                             ===========         ===========        ===========        ===========

Indefinite-lived intangible
  assets:
  Goodwill, net                             $258,421,000                           $243,526,000


Aggregate  amortization  expense for the six months ended June 30, 2002 and 2001
was $1,085,000 and $6,771,000, 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 six months ended June
30, 2002, are as follows:

           Balance as of December 31, 2001                         $243,526,000
            Goodwill acquired                                        15,037,000
            Goodwill disposed                                          (142,000)
                                                                  -------------
           Balance as of June 30, 2002                            $ 258,421,000
                                                                  =============

                                       9


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES

June 30, 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 six months of 2002,  the Company  acquired  certain  assets and
liabilities of four insurance agencies for approximately  $8,473,000 ($7,986,000
in cash and  $487,000 in  guaranteed  future  payments)  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 six months  ended June 30, 2002 and 2001,  the Company  sold  certain
insurance  accounts  and  other  assets  resulting  in a loss  of  approximately
$209,000 and a gain of $2,623,000, respectively, including a $206,000 loss and a
$2,584,000  gain  during the  second  quarters  of 2002 and 2001,  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

June 30, 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                        SIX MONTHS ENDED
                                                June 30, 2002         June 30, 2001       June 30, 2002       June 30, 2001
                                                -------------         -------------       -------------       -------------
                                                                                                 
Numerator for basic net income
  per share - net income                          $12,502,490          $ 7,786,783         $31,630,211         $15,567,809
  Effect of dilutive securities:
    5.25% convertible debenture                       272,785              271,251             545,178             542,134
                                                  -----------          -----------         -----------         -----------
  Numerator for dilutive net income per
    share - net income available after
    assumed conversions                           $12,775,275          $ 8,058,034         $32,175,389         $16,109,943
                                                  ===========          ===========         ===========         ===========

Denominator
  Weighted average shares                          28,229,270           26,887,510          28,188,886          26,724,312
  Effect of guaranteed future shares to be
    issued in connection with agency
    acquisitions                                       25,552               43,886              32,387              49,372
                                                  -----------          -----------         -----------         -----------
  Denominator for basic net income per
   share                                           28,254,822           26,931,396          28,221,273          26,773,684
  Effect of dilutive securities:
    Employee stock options                          1,060,328              734,046           1,045,016             709,104
    Employee non-vested stock                         165,958               99,286             158,434              87,902
    Contingent stock - acquisitions                    38,111               36,536              29,869              24,152
    5.25% convertible debenture                     2,813,187            2,813,186           2,813,187           2,813,186
                                                  -----------          -----------         -----------         -----------
  Dilutive potential common shares                  4,077,584            3,683,054           4,046,506           3,634,344
                                                  -----------          -----------         -----------         -----------
  Denominator for diluted net income per
    share - adjusted weighted average
    shares and assumed conversions                 32,332,406           30,614,450          32,267,779          30,408,028
                                                  ===========          ===========         ===========         ===========

Net Income Per Share:
  Basic                                                 $0.44                $0.29               $1.12               $0.58
                                                        =====                =====               =====               =====
  Assuming Dilution                                     $0.40                $0.26               $1.00               $0.53
                                                        =====                =====               =====               =====


                                       11


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES

June 30, 2002

(UNAUDITED)

NOTE H--SUBSEQUENT EVENT

On  July  1,  2002  the  Company  acquired  all of the  issued  and  outstanding
membership  interest units of Hobbs Group,  LLC ("Hobbs") other than those owned
by Hobbs IRA Corp.  ("HIRAC"),  and all of the  issued and  outstanding  capital
stock of HIRAC  pursuant to a Purchase  Agreement,  dated May 10,  2002,  by and
among the  Company,  Hobbs,  the  members of Hobbs  (other  than  HIRAC) and the
shareholders of HIRAC.

This  acquisition  allows the  Company to expand its  capabilities  in the upper
middle-market.  In  addition,  Hobbs will  provide the Company  with  additional
market  presence and  expertise in the employee  benefits  services  area and an
entrance into executive  benefits.  Hobbs will also bring increased depth to the
geographic reach of the Company's existing national platform.

The amount the Company  paid in  connection  with the  acquisition  consisted of
approximately  $114.2 million in cash,  which included the Company's  assumption
and  retirement  of certain  debt of Hobbs,  and the  issuance to the members of
Hobbs  (other  than  HIRAC) and the  shareholders  of HIRAC of an  aggregate  of
719,729 shares of the Company's common stock ("Common Stock"). In addition,  the
Company has agreed to pay up to approximately  $101.9 million in cash and shares
of Common Stock contingent on Hobbs'  achieving  certain  financial  performance
goals  within the next two years.  The Company has further  agreed to assume and
satisfy certain existing earn-out and deferred compensation obligations of Hobbs
from Hobbs' prior  acquisitions  estimated to approximate a net present value of
$30 million.

The Company's  statement of consolidated  income does not include any results of
operations  from Hobbs as the  acquisition  was consummated on July 1, 2002. The
following  unaudited  pro forma results of operations of the Company give effect
to the acquisition of Hobbs as though the transaction had occurred on January 1,
2002 and 2001, respectively.

                                       12


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES

June 30, 2002

(UNAUDITED)

NOTE H--SUBSEQUENT EVENT-Continued



                                          Three Months Ended                       Six Months Ended
                                               June 30                                  June 30
                                      2002                  2001               2002                 2001
                                      ----                  ----               ----                 ----
                                                                                     
Total Revenues                      $121,864,000         $100,490,000        $246,516,000          $200,284,000

Income before
cumulative effect of
  accounting change and
  extraordinary item               $  13,318,000       $    9,297,000       $  30,146,000         $  18,117,000
                                   =============       ==============       =============         =============

 Net Income                        $  12,907,000       $    9,297,000       $  33,680,000         $  18,117,000
                                   =============       ==============       =============         =============

Income per share before
  cumulative effect of
  accounting change
  and extraordinary item:
  Basic                                    $0.46                $0.34               $1.04                 $0.66
                                           =====                =====               =====                 =====
  Assuming Dilution                        $0.41                $0.31               $0.93                 $0.60
                                           =====                =====               =====                 =====
Net Income Per Share:
   Basic                                   $0.45                $0.34               $1.16                 $0.66
                                           =====                =====               =====                 =====
   Assuming Dilution                       $0.40                $0.31               $1.04                 $0.60
                                           =====                =====               =====                 =====


The pro forma  results for the three and six months  ended June 30, 2002 include
an extraordinary loss of $0.4 million related to Hobbs' debt extinguishment.


                                       13


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

HILB, ROGAL AND HAMILTON COMPANY AND SUBSIDIARIES

June 30, 2002

(UNAUDITED)

NOTE H--SUBSEQUENT EVENT-Continued

In addition,  on July 1, 2002,  the Company  entered  into a Second  Amended and
Restated Credit  Agreement (the Amended Credit  Agreement),  dated as of July 1,
2002. The Amended Credit  Agreement  amends and restates an Amended and Restated
Credit Agreement,  dated as of April 6, 2001, and provides for a credit facility
of up to an aggregate  of $290.0  million.  In  particular,  the Amended  Credit
Agreement  maintains  the  availability  to the  Company of a  revolving  credit
facility in the  aggregate  principal  amount of $100.0  million and a term loan
facility with an aggregate  principal amount of $190.0 million.  Pursuant to the
Amended Credit Agreement, the increased term loan facility was made available to
finance  the cash  payment  in  connection  with the Hobbs  acquisition  and for
working capital and general corporate purposes.


                                       14



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

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

Three Months Ended June 30, 2002

Net income for the three months ended June 30, 2002 was $12.5 million,  or $0.40
per share,  compared  with $7.8 million,  or $0.26 per share for the  comparable
period last year.  Excluding net non-recurring gains and adjusting  amortization
to a pro  forma  basis in 2001 as if the new  accounting  standards  related  to
goodwill  had been adopted as of January 1, 2001,  net income was $12.6  million
for the quarter,  a 51.3%  increase from $8.3 million last year.  Net income per
share on the same basis was $0.40,  compared with $0.28 last year. See "Note C -
Intangible Assets" of Notes to Consolidated Financial Statements.

Commissions and fees were $94.7 million,  an increase of 27.5% from  commissions
and fees of $74.3  million  during  the  comparable  period of the  prior  year.
Approximately   $12.5  million  of   commissions   were  derived  from  purchase
acquisitions of new insurance agencies. This increase was offset by decreases of
approximately $0.5 million from the sale of certain offices and accounts in 2002
and 2001. Excluding the effect of acquisitions and dispositions, commissions and
fees  increased  11.3%.  This  reflects new business  production  and  continued
industry-wide  premium increases.  Other income decreased $2.3 million primarily
due to the sale of an agency and certain insurance accounts in 2001.

Expenses for the quarter  increased  $10.5  million or 16.4%.  Compensation  and
benefits,  other operating  expenses and  depreciation  expense  increased $10.0
million, $3.7 million and $0.2 million, respectively,  primarily due to purchase
acquisitions   of  insurance   agencies  and   increased   revenue   production.
Amortization of intangibles  decreased  approximately $2.9 million due primarily
to the adoption of Statement 142. Interest expense decreased by $0.5 million due
to decreased bank borrowings and decreased interest rates.

The  Company's  overall  tax rate for the three  months  ended June 30, 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.

Six Months Ended June 30, 2002

For the six months ended June 30, 2002, net income was $31.6  million,  or $1.00
per share,  compared to $15.6 million,  or $0.53 per share last year.  Excluding
the  effect of gains and the 2002  cumulative  effect  of an  accounting  change
relating to revenue  recognition and adjusting 2001  amortization to a pro forma
basis,  net income was $27.8 million,  or $0.88 per share, up from $18.1 million
or $0.61 per share a year ago.

Commissions and fees were $193.4 million,  an increase of 27.8% from commissions
and fees of $151.3  million  during  the  comparable  period of the prior  year.
Approximately $27.9 million of

                                       15

commissions were derived from purchase  acquisitions of new insurance  agencies.
This  increase was offset by decreases  of  approximately  $1.4 million from the
sale of certain  offices and  accounts in 2002 and 2001.  Commissions  and fees,
excluding the effect of acquisitions and  dispositions,  increased  10.3%.  This
increase principally  reflects new business  production,  firming premium levels
and higher non-standard commissions.

Investment  income  decreased $0.3 million,  or 24.8%,  primarily due to a lower
interest rate environment. Other income decreased $1.9 million or 61.0% 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 $20.4 million or 15.9%. Increases include $20.5 million in
compensation  and benefits,  $6.1 million in other  operating  expenses and $0.4
million of depreciation  expense, due primarily to purchase  acquisitions of new
insurance agencies and increased revenue production. Amortization of intangibles
decreased  approximately $5.7 million due primarily to the adoption of Statement
142. Interest expense decreased by $1.0 million due to decreased bank borrowings
and by declines in interest rates.

The Company's  overall tax rate was 40.8% for the six months ended June 30, 2002
compared  to the rate of 43.0%  for the six  months  ended  June 30,  2001.  The
decrease was primarily  related to the  non-amortization  of goodwill  resulting
from adoption of Statement 142.

For the three months ended June 30, 2002, net income as a percentage of revenues
did not  vary  significantly  from  the  three  months  ended  March  31,  2002.
Commission  income was lower during the second  quarter due to lower  contingent
commissions,  the majority of which are  historically  received during the first
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 six  months  ended  June  30,  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 $36.4 million and $29.0 million for the
six  months  ended  June  30,  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.

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 $2.3 million and $2.8 million for the
six months ended June 30, 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

                                       16

agencies accounted for under the purchase method of accounting  utilized cash of
$11.9  million and $19.3 million in the six months ended June 30, 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  the
Company's Common Stock  and deferred cash payments.  Cash proceeds from the sale
of accounts  and other  assets  amounted to $0.5 million and $4.3 million in the
six months ended June 30, 2002 and 2001, respectively.  The Company did not have
any material capital expenditure commitments as of June 30, 2002.

Financing  activities  utilized cash of $16.6 million and provided cash of $12.6
million  in the six  months  ended  June 30,  2002 and 2001,  respectively.  The
Company has consistently made scheduled debt payments and annually increased its
dividend  rate.  The Company is currently  authorized  to purchase an additional
748,200 shares. The Company  anticipates the continuance of its dividend policy.
As of June 30, 2002, the Company had a bank credit  agreement for $140.0 million
under which loans are due in various amounts through 2004 and 5.25%  Convertible
Subordinated  Debentures  with a $32.0  million face value due 2014. At June 30,
2002,  there were loans of $70.0 million  outstanding  under the bank agreement,
with $70.0 million  available  under the  revolving  portion of the facility for
future borrowings.

Subsequent to the end of the quarter,  the Company signed the Second Amended and
Restated Credit Agreement (Amended Credit  Agreement).  The new agreement amends
and restates an Amended and Restated  Credit  Agreement dated April 6, 2001. The
new  agreement  provides  a  $190.0  million  term  loan  facility  under  which
borrowings are due in various amounts through 2007 including  $152.4 million due
2007.  The Amended  Credit  Agreement  also  maintains the  availability  to the
Company of a revolving  credit  facility in the  aggregate  principal  amount of
$100.0 million.  The proceeds were used in part, to fund the cash portion of the
Hobbs Group,  LLC  acquisition.  Subsequent to amending the credit agreement and
closing the  acquisition  of Hobbs  Group,  LLC, the Company had loans of $190.0
million  outstanding  under the Amended  Credit  Agreement,  with $100.0 million
available under the revolving portion of the facility.

The Amended Credit Agreement  contains certain  covenants that restrict,  or may
have the effect of restricting,  the payment of dividends or distributions,  and
the purchase or redemption by the Company of its capital stock.  Management does
not believe  that the  restrictions  contained in the Amended  Credit  Agreement
will, in the foreseeable  future,  adversely affect the Company's ability to pay
cash dividends at the current dividend rate.

The Company had a current ratio (current assets to current  liabilities) of 0.91
to 1.00 as of June 30, 2002.  Shareholders' equity of $172.2 million at June 30,
2002, is improved from $142.8  million at December 31, 2001.  The debt to equity
ratio of 0.60 to 1.00 is  decreased  from the ratio at December 31, 2001 of 0.80
to 1.00 due to the issuance of Common Stock,  decreased borrowings and increased
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.

                                       17

Business Acquisition
--------------------

On  July  1,  2002  the  Company  acquired  all of the  issued  and  outstanding
membership  interest units of Hobbs Group,  LLC ("Hobbs") other than those owned
by Hobbs IRA Corp.  ("HIRAC"),  and all of the  issued and  outstanding  capital
stock of HIRAC  pursuant to a Purchase  Agreement,  dated May 10,  2002,  by and
among the  Company,  Hobbs,  the  members of Hobbs  (other  than  HIRAC) and the
shareholders of HIRAC.

Hobbs,  which is based  in  Atlanta,  Georgia,  is one of the  nation's  premier
independent  insurance brokers serving upper  middle-market and top-tier clients
and  provides  property  and  casualty  insurance  brokerage,  risk  management,
executive  compensation and employee benefits services.  This acquisition allows
the Company to expand its capabilities in the upper middle-market.  In addition,
Hobbs will provide the Company with additional  market presence and expertise in
the employee  benefits  services area and an entrance into  executive  benefits.
Hobbs will also bring increased  depth to the geographic  reach of the Company's
existing national platform.

The amount the Company  paid in  connection  with the  acquisition  consisted of
approximately  $114.2 million in cash,  which included the Company's  assumption
and  retirement  of certain  debt of Hobbs,  and the  issuance to the members of
Hobbs  (other  than  HIRAC) and the  shareholders  of HIRAC of an  aggregate  of
719,729  shares of the  Company's  Common  Stock.  In addition,  the Company has
agreed to pay up to  approximately  $101.9  million in cash and shares of Common
Stock contingent on Hobbs' achieving certain financial  performance goals within
the next two years. The Company has further agreed to assume and satisfy certain
existing  earn-out and deferred  compensation  obligations  of Hobbs from Hobbs'
prior acquisitions  estimated to approximate a net present value of $30 million.
In addition,  on July 1, 2002, the Company  granted 625,000 stock options to key
employees of Hobbs.  The options have an exercise price equal to the fair market
value at date of grant,  expire in seven  years and vest at a rate of 25% a year
for four years.

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  quarter  ended June 30, 2001 would have  increased  by $0.07 and
$0.13 per  share,  respectively,  on a pro forma  basis,  assuming  adoption  of
Statement  142 as of January 1,  2001.  The  Company  has  tested  goodwill  for
impairment  using the

                                       18


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 completed the first of the required  impairment
tests of goodwill as of January 1, 2002. No impairment charge resulted from this
test.

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 June 30, 2002,  the effect of this change
was to increase net income by $0.9 million ($0.30 per share). For the six months
ended June 30,  2002,  the effect of this change was to  increase  net income by
$5.5 million ($0.17 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  pro  forma  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 pro forma 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.

                                       19


                           PART II - OTHER INFORMATION

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

         Information  required  by this  item  was  previously  reported  in the
Company's Form 10-Q for the quarter ended March 31, 2002.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K

         a)       Exhibits

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

                  10.1     Second Amended and Restated Credit  Agreement,  dated
                           as of July 1, 2002,  among the Company,  as Borrower;
                           the lenders named therein;  Wachovia  Bank,  National
                           Association  (formerly  known as First Union National
                           Bank), as  administrative  agent; PNC Bank,  National
                           Association,  as  documentation  agent;  and  Bank of
                           America   Securities,   LLC,  as  syndication   agent
                           (incorporated  by  reference  to Exhibit  99.7 to the
                           Company's  Form 8-K  dated  July 16,  2002,  File No.
                           0-15981)

                  10.2     Senior Executive  Employment Agreement with Thomas A.
                           Golub  entered  into May 10,  2002  (incorporated  by
                           reference to Exhibit 99.3 to the  Company's  Form 8-K
                           dated July 16, 2002, File No. 0-15981)

                  10.3     Amended and Restated Consulting Agreement between the
                           Company and Robert H. Hilb


                  99.1     Certification  Statement of Chief  Executive  Officer
                           pursuant to 18 U.S.C. Section 1350

                  99.2     Certification  Statement of Chief  Financial  Officer
                           pursuant to 18 U.S.C. Section 1350

         b)       Reports on Form 8-K

                                       20


         (i)      The  Company  filed a  Current  Report  on Form  8-K  with the
                  Securities  and Exchange  Commission on May 13, 2002. The Form
                  8-K  reported  items 5 and 7 and  attached  as an exhibit  and
                  incorporated  by reference a press release that  announced the
                  signing of a  definitive  agreement  under  which the  Company
                  would acquire Hobbs Group,  LLC (Hobbs),  for a combination of
                  cash and stock,  with a fixed amount of $142.0 million payable
                  at  closing,  up to an  additional  $102.0  million  on Hobbs'
                  attaining  certain  financial  goals within the next two years
                  and the  assumption  of existing  earnouts  from Hobbs'  prior
                  acquisitions,  estimated  to be a new  present  value of $30.0
                  million.

         (ii)     The  Company  filed a  current  Report  on Form  8-K  with the
                  Securities and Exchange  Commission on July 16, 2002. The Form
                  8-K which was dated July 1, 2002,  reported  items 2 and 7 and
                  announced  the  consummation  of  the  Hobbs  acquisition  and
                  included as exhibits (i) the audited  financial  statements of
                  Hobbs for the years ended  December 31,  2001,  2000 and 1999,
                  (ii) unaudited  financial  statements of Hobbs as of March 31,
                  2002 and  2001,  (iii) pro forma  condensed  combined  balance
                  sheet of the Company  giving effect to the  acquisition  as if
                  the  acquisition  had  occurred on March 31, 2002 and (iv) pro
                  forma  condensed  combined  statements of income for the three
                  months  ended March 31, 2002 and the year ended  December  31,
                  2001 giving effect to the  acquisition  as if the  acquisition
                  had occurred January 1, 2001.

                                       21



                                   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           August 14, 2002              By: /s/  Andrew L. Rogal
         ----------------------------           -----------------------------
                                                Chairman and Chief Executive
                                                Officer
                                                (Principal Executive Officer)



Date           August 14, 2002              By: /s/  Carolyn Jones
         ----------------------------           -----------------------------
                                                Senior Vice President and Chief
                                                Financial Officer
                                                (Principal Financial Officer)



Date           August 14, 2002              By: /s/  Robert W. Blanton, Jr.
         ----------------------------           -----------------------------
                                                Vice President and Controller
                                                (Chief Accounting Officer)

                                       22


                        HILB, ROGAL AND HAMILTON COMPANY

                                  EXHIBIT INDEX



                  Exhibit No.                    Document
                  -----------                    --------
                         
                  10.1          Second Amended and Restated Credit  Agreement,  dated
                                as of July 1, 2002,  among the Company,  as Borrower;
                                the lenders named therein;  Wachovia  Bank,  National
                                Association  (formerly  known as First Union National
                                Bank), as  administrative  agent; PNC Bank,  National
                                Association,  as  documentation  agent;  and  Bank of
                                America   Securities,   LLC,  as  syndication   agent
                                (incorporated  by  reference  to Exhibit  99.7 to the
                                Company's  Form 8-K  dated  July 16,  2002,  File No.
                                0-15981)

                  10.2          Senior Executive  Employment Agreement with Thomas A.
                                Golub  entered  into May 10,  2002  (incorporated  by
                                reference to Exhibit 99.3 to the  Company's  Form 8-K
                                dated July 16, 2002, File No. 0-15981)

                  10.3          Amended and Restated Consulting Agreement between the
                                Company and Robert H. Hilb

                  99.1          Certification  Statement of Chief  Executive  Officer
                                pursuant to 18 U.S.C. Section 1350

                  99.2          Certification  Statement of Chief  Financial  Officer
                                pursuant to 18 U.S.C. Section 1350