AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 2003

                                                 Registration No. 333-[_______]

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

              ----------------------------------------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

               ---------------------------------------------------


                       UNIVERSAL AMERICAN FINANCIAL CORP.
             (Exact Name of Registrant as Specified in Its Charter)


             NEW YORK                                     11-2580136
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)


6 INTERNATIONAL DRIVE, SUITE 190, RYE BROOK, NY                      10573
    (Address of Principal Executive Offices)                       (Zip Code)


                       UNIVERSAL AMERICAN FINANCIAL CORP.
                               401(K) SAVINGS PLAN
                              (Full Title of Plan)


                          RICHARD A. BARASCH, PRESIDENT
                       UNIVERSAL AMERICAN FINANCIAL CORP.
                        6 INTERNATIONAL DRIVE, SUITE 190
                               RYE BROOK, NY 10573
                     (Name and Address of Agent For Service)


                                 (914) 934-5200
          (Telephone Number, Including Area Code, of Agent For Service)


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================================================
                                                                     Proposed Maximum        Proposed Maximum
     Title of Each Class of Securities To Be      Amount To Be      Offering Price Per      Aggregate Offering        Amount of
                  Registered (1)                 Registered (2)          Share (3)               Price (3)         Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                 <C>                    <C>                     <C>
Common Stock, par value $0.01 per share          250,000 shares            $9.07                $2,267,500              $184
===================================================================================================================================

</TABLE>

(1) Pursuant to Rule 416(c) under the Securities Act, this registration
statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.


(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement shall also cover, in addition to
the number of shares stated above, an indeterminate number of shares of common
stock of Universal American Financial Corp., which may become issuable under the
Universal American Financial Corp. 401(k) Savings Plan by reason of certain
corporate transactions or events, including any stock dividend, stock split,
recapitalization or any other similar transaction effected without the receipt
of consideration which results in an increase in the number of the registrant's
outstanding shares of common stock.

 (3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and 457(c) under the Securities Act based on the average
of the high and low price of the common stock of the registrant as reported by
the Nasdaq National Market on October 10, 2003, which is $9.07.

================================================================================

<PAGE>
                                EXPLANATORY NOTE

                     This registration statement relates to shares of common
stock, par value $0.01 per share, of Universal American Financial Corp. (the
"Company") that may be offered or sold to employees of the Company and its
subsidiaries under the Universal American Financial Corp. 401(k) Savings Plan
(the "401(k) Plan") through allocations to a participant's 401(k) account. Since
the shares of common stock registered hereby will be purchased by Transamerica
Retirement Services, the administrator of the 401(k) Plan, on behalf of the
trustees of the 401(k) Plan for the accounts of participants in the 401(k) Plan
through open-market or privately negotiated transactions, such transactions do
not involve the original issuance by the Company of any shares of common stock
or result in a change in the number of outstanding shares of common stock of the
Company.











<PAGE>
                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN'S ANNUAL INFORMATION.*

*The documents containing the information specified in Part I of this
registration statement will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended. Such documents are not
required to be and are not filed with the Securities and Exchange Commission
either as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this registration statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended.
















                                      I-1
<PAGE>
                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                     The Securities and Exchange Commission (the "Commission")
allows the Company to "incorporate by reference" information into this
registration statement which means that the Company can disclose important
information to you by referring you to another document that the Company filed
separately with the Commission. Accordingly, this registration statement
incorporates by reference the documents set forth below that the Company has
previously filed with the Commission. These documents contain important business
and financial information about the Company, including information concerning
its financial performance.

                     The Company and the 401(k) Plan each incorporates by
reference into this registration statement the following documents:

           (a)        the Company's annual report on Form 10-K for the fiscal
                      year ended December 31, 2002

           (b)        the 401(k) Plan's annual report on Form 11-K for the year
                      ended December 31, 2002 filed on behalf of the 401(k)
                      Plan;

           (c)        the Company's quarterly reports on Form 10-Q for the
                      quarters ended June 30, 2003 and March 31, 2003;

           (d)        the Company's current reports on Form 8-K filed April 2,
                      2003 and May, 29, 2003 and the Company's current report on
                      Form 8-K/A filed June 12, 2003; and

           (e)        the description of the Company's common stock, par value
                      $0.01 per share, contained in the registration statement
                      on Form 8-A as filed with the Commission on July 11, 1983
                      pursuant to Section 12 of the Securities Exchange Act of
                      1934, as amended (the "Exchange Act"), including any
                      amendment or report filed for the purpose of updating such
                      description.

                     All documents subsequently filed by the Company on its
behalf or on behalf of the 401(k) Plan with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents, except as to any portion of any future annual or quarterly report to
shareholders or other document or report that is not deemed filed under such
provisions. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.


                                      II-1
<PAGE>
ITEM 4.  DESCRIPTION OF SECURITIES.

                     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                     Article Seventh of the Restated Certificate of
Incorporation of the Company provides, in part, that to the extent required by
New York Business Corporation Law ("NYBCL"), no director of the Company shall
have any personal liability to the Company or its stockholders for damages for
any breach of duty as such director, provided that each such director shall be
liable under the following circumstances: (i) in the event that a judgment or
other final adjudication adverse to such director establishes that his acts or
omissions were in bad faith, involved intentional misconduct or a knowing
violation of law or that such director personally gained in fact a financial
profit or other advantage to which such director was not legally entitled or
that such director's acts violated Section 719 of the NYBCL or (ii) for any act
or omission prior to the adoption of Article Seventh of the Restated Certificate
of Incorporation of the Company.

                     Article VI of the Company's Amended and Restated Bylaws
(the "Bylaws") provide, in part, that the Company shall (subject to the terms
thereof) indemnify any person, by reason of the fact that such person is or was
a director, officer or employee of the Company, or of any subsidiary or
affiliate of the Company, or served any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any capacity at the
request of the Company, against all loss and expense including, judgments, fines
(including excise taxes), amounts paid in settlement and attorneys' fees and
disbursements actually and necessarily incurred as a result of such action or
proceeding, or any appeal therefrom, and all legal fees and expenses incurred in
successfully asserting a claim for indemnification; provided, however, that no
indemnification may be made to or on behalf of any director, officer or employee
if a judgment or other final adjudication adverse to the director, officer or
employee establishes that such person's acts were committed in bad faith or were
the result of active and deliberate dishonesty and were material to the cause of
action so adjudicated, or that such person personally gained in fact a financial
profit or other advantage to which such person was not legally entitled.

                     The Company may purchase and maintain insurance on behalf
of any person described in Article VI of the Bylaws against any liability which
may be asserted against such person whether or not the Company would have the
power to indemnify such person against such liability under the provisions of
Article VI of the Company's Bylaws or otherwise. The Company maintains and pays
premiums for directors' and officers' liability insurance policies.

                     The Company is incorporated under the laws of the State of
New York. Sections 721-726 of Article 7 of the NYBCL provide for the
indemnification and advancement of expenses to officers and directors. Section
721 provides that indemnification and advancement of expenses pursuant to the
NYBCL are not exclusive of any other rights an officer or director may be
entitled to, provided that no indemnification may be made to or on behalf of any
director or officer if a judgment or other final adjudication adverse to the
director or officer establishes that his acts were committed in bad faith or
were the result of active and deliberate dishonesty and were material to the


                                      II-2
<PAGE>
cause of action so adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled.

                     Section 722(a) of the NYBCL provides that a corporation may
indemnify any officer or director made, or threatened to be made, a party to an
action other than one by or in the right of the corporation, including an action
by or in the right of any other corporation or other enterprise that any
director or officer of the corporation served in any capacity at the request of
the corporation, because he was a director or officer of the corporation, or
served such other corporation or other enterprise in any capacity, against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees, actually and necessarily incurred as a result of such action,
or any appeal therein, if such director or officer acted in good faith for a
purpose he reasonably believed to be in, or in the case of service for any other
corporation or other enterprise, not opposed to, the best interests of the
corporation and, in criminal actions, had no reasonable cause to believe that
his conduct was unlawful.

                     Section 722(c) of the NYBCL provides that a corporation may
indemnify any officer or director made, or threatened to be made, a party to an
action by or in the right of the corporation by reason of the fact that he is or
was an officer or director of the corporation, or is or was serving at the
request of the corporation as a director or officer of any other corporation or
other enterprise, against amounts paid in settlement and reasonable expenses,
including attorneys' fees, actually and necessarily incurred by him in
connection with the defense or settlement of such action, or in connection with
an appeal therein, if such director or officer acted in good faith for a purpose
which he reasonably believed to be in, or, in the case of service for another
corporation or other enterprise, not opposed to, the best interests of the
corporation. The corporation may not, however, indemnify any officer or director
pursuant to Section 722(c) in respect of (1) a threatened action or a pending
action that is settled or otherwise disposed of or (2) any claim, issue or
matter for which the person has been adjudged to be liable to the corporation,
unless and only to the extent that the court in which the action was brought or,
if no action was brought, any court of competent jurisdiction, determines upon
application that the person is fairly and reasonably entitled to indemnity for
that portion of the settlement and expenses as the court deems proper.

                     Section 723 of the NYBCL provides that an officer or
director who has been successful on the merits or otherwise in the defense of a
civil or criminal action of the character set forth in Section 722 is entitled
to indemnification as permitted in such Section. Section 724 of the New York
Business Corporation Law permits a court to award the indemnification required
by Section 722.

                     Section 725 provides for repayment of such expenses when
the recipient is ultimately found not to be entitled to indemnification. Section
726 provides that a corporation may obtain indemnification insurance
indemnifying itself and its directors and officers.

                     The foregoing is only a summary of the described sections
of the New York Business Corporation Law and is qualified in its entirety by
reference to such sections.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                     Not applicable.


                                      II-3
<PAGE>
ITEM 8.  EXHIBITS.

                     The following exhibits have been filed as part of this
Registration Statement.

Exhibit Number                          Description of Exhibits
--------------                          -----------------------

     4.1              Restated Certificate of Incorporation of the Company
                      (incorporated by reference to Exhibit A to the Company's
                      Current Report on Form 8-K filed on March 16, 2001).

     4.2              Amended and Restated By-Laws of the Company (incorporated
                      by reference to Exhibit A to the Company's Current Report
                      on Form 8-K filed on August 13, 1999).

     5.1              Determination Letter from the Internal Revenue Service,
                      dated January 17, 1995 (filed herewith).*

    23.1              Consent of Ernst & Young LLP, Independent Accountants
                      (filed herewith).

    24                Power of Attorney (included as part of the signature page
                      to this Registration Statement and incorporated herein by
                      reference).


* The Company hereby undertakes that it will submit amendments to the 401(k)
Plan to the Internal Revenue Service (the "IRS") in a timely manner and will
make all changes required by the IRS in order to qualify the plan under Section
401 of the Internal Revenue Code of 1986, as amended.


ITEM 9.  UNDERTAKINGS.

           (a)        The undersigned registrant hereby undertakes:

                     (1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;

                                 (i) to include any prospectus required by
                      Section 10(a)(3) of the Securities Act of 1933, as amended
                      (the "Securities Act");

                                 (ii) to reflect in the prospectus any facts or
                      events arising after the effective date of the
                      registration statement (or the most recent post-effective
                      amendment thereof) which, individually or in the
                      aggregate, represent a fundamental change in the
                      information set forth in the registration statement.
                      Notwithstanding the foregoing, any increase or decrease in
                      volume of securities offered (if the total dollar value of
                      securities offered would not exceed that which was
                      registered) and any deviation from the low or high end of
                      the estimated maximum offering range may be reflected in
                      the form of prospectus filed with the Commission pursuant
                      to Rule 424(b) if, in the aggregate, the changes in volume
                      and price represent no more than a 20 percent change in
                      the maximum aggregate offering price set forth in the
                      "Calculation of Registration Fee" table in the effective
                      registration statement;

                                 (iii) to include any material information with
                      respect to the plan of distribution not previously
                      disclosed in the registration statement or any material
                      change to such information in the registration statement;


                                      II-4
<PAGE>
provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by the
foregoing paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

                     (2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                     (3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

           (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of the 401(k) Plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

           (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.



                                      II-5
<PAGE>
                                   SIGNATURES

                     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the city of Rye Brook, state of New York, on October 15,
2003.

                                      UNIVERSAL AMERICAN FINANCIAL CORP.

                                      By: /s/ Richard A. Barasch
                                          -------------------------------------
                                          Name: Richard A. Barasch
                                          Title: Chairman, President and
                                                 Chief Executive Officer



                                POWER OF ATTORNEY

                     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Richard A. Barasch and Robert
A. Waegelein, or either of them, his or her attorney-in-fact, each with the
power of substitution, for him or her in any and all capacities, to sign any
amendments (including all post-effective amendments) to this registration
statement, and to sign any registration statement for the same offering covered
by this registration statement that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, and all post-effective
amendments thereto, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

                     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.

<TABLE>
<CAPTION>
Signature                                Title                                              Date
---------                                -----                                              ----
<S>                                     <C>                                                <C>
/s/ Richard A. Barasch                   Chairman of the Board, President, Chief            October 15, 2003
---------------------------------        Executive Officer and Director (Principal
Richard A. Barasch                       Executive Officer)


/s/ Robert A. Waegelein                  Executive Vice President and Chief Financial       October 15, 2003
---------------------------------        Officer (Principal Financial and Accounting
Robert A. Waegelein                      Officer)


/s/ Bradley E. Cooper                    Director                                           October 15, 2003
---------------------------------
Bradley E. Cooper


/s/ Susan S. Fleming                     Director                                           October 15, 2003
---------------------------------
Susan S. Fleming



<PAGE>
Signature                                Title                                              Date
---------                                -----                                              ----

/s/ Mark M. Harmeling                    Director                                           October 15, 2003
---------------------------------
Mark M. Harmeling


/s/ Bertram Harnett                      Director                                           October 15, 2003
---------------------------------
Bertram Harnett


/s/ Linda Lamel                          Director                                           October 15, 2003
---------------------------------
Linda Lamel


/s/ Patrick J. McLaughlin                Director                                           October 15, 2003
---------------------------------
Patrick J. McLaughlin


/s/ Robert A. Spass                      Director                                           October 15, 2003
---------------------------------
Robert A. Spass


/s/ Robert F. Wright                     Director                                           October 15, 2003
---------------------------------
Robert F. Wright

</TABLE>

                     Pursuant to the requirements of the Securities Act of 1933,
the committee responsible for administering the Universal American Financial
Corp. 401(k) Savings Plan has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Rye Brook, state of New York, on October 15, 2003.


                                         UNIVERSAL AMERICAN FINANCIAL CORP.
                                         401(K) SAVINGS PLAN

                                         By: /s/ Richard A. Barasch
                                             ----------------------------------
                                             Name: Richard A. Barasch
                                             Title: Trustee


                                         By: /s/ Robert A. Waegelein
                                             ----------------------------------
                                             Name: Robert A. Waegelein
                                             Title: Trustee


                                         By:  /s/ Bill Wehner
                                             ----------------------------------
                                             Name: Bill Wehner
                                             Title: Trustee



<PAGE>
                                  EXHIBIT INDEX

 Exhibit Number                           Description of Exhibits
 --------------                           -----------------------

     4.1              Restated Certificate of Incorporation of the Company
                      (incorporated by reference to Exhibit A to the Company's
                      Current Report on Form 8-K filed on March 16, 2001).

     4.2              Amended and Restated By-Laws of the Company (incorporated
                      by reference to Exhibit A to the Company's Current Report
                      on Form 8-K filed on August 13, 1999).

     5.1              Determination Letter from the Internal Revenue Service,
                      dated January 17, 1995 (filed herewith).*

    23.1              Consent of Ernst & Young LLP, Independent Accountants
                      (filed herewith).

    24                Power of Attorney (included as part of the signature page
                      to this Registration Statement and incorporated herein by
                      reference).



* The Company hereby undertakes that it will submit amendments to the 401(k)
Plan to the Internal Revenue Service (the "IRS") in a timely manner and will
make all changes required by the IRS in order to qualify the plan under Section
401 of the Internal Revenue Code of 1986, as amended.
[{"type": "S-8", "sequence": "1", "filename": "mv10-15_s8.txt", "secsgml_size_bytes": 30100}]
{"company-data": {"conformed-name": "UNIVERSAL AMERICAN FINANCIAL CORP", "cik": "0000709878", "assigned-sic": "6311", "irs-number": "112580136", "state-of-incorporation": "NY", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-109729", "film-number": "03942460"}, "business-address": {"street1": "SIX INTERNATIONAL DRIVE", "street2": "SUITE 190", "city": "RYE BROOK", "state": "NY", "zip": "10573-1068", "phone": "9149345200X253"}, "mail-address": {"street1": "SIX INTERNATIONAL DRIVE", "street2": "SUITE 190", "city": "RYE BROOK", "state": "NY", "zip": "10573-1068"}, "former-company": {"former-conformed-name": "UNIVERSAL HOLDING CORP", "date-changed": "19920703"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 15, 2003

                                                 Registration No. 333-[_______]

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

              ----------------------------------------------------

                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

               ---------------------------------------------------

                       UNIVERSAL AMERICAN FINANCIAL CORP.
             (Exact Name of Registrant as Specified in Its Charter)

             NEW YORK                                     11-2580136
  (State or Other Jurisdiction              (I.R.S. Employer Identification No.)
of Incorporation or Organization)

6 INTERNATIONAL DRIVE, SUITE 190, RYE BROOK, NY                      10573
    (Address of Principal Executive Offices)                       (Zip Code)

                       UNIVERSAL AMERICAN FINANCIAL CORP.
                               401(K) SAVINGS PLAN
                              (Full Title of Plan)

                          RICHARD A. BARASCH, PRESIDENT
                       UNIVERSAL AMERICAN FINANCIAL CORP.
                        6 INTERNATIONAL DRIVE, SUITE 190
                               RYE BROOK, NY 10573
                     (Name and Address of Agent For Service)

                                 (914) 934-5200
          (Telephone Number, Including Area Code, of Agent For Service)

                         CALCULATION OF REGISTRATION FEE
===================================================================================================================================
                                                                     Proposed Maximum        Proposed Maximum
     Title of Each Class of Securities To Be      Amount To Be      Offering Price Per      Aggregate Offering        Amount of
                  Registered (1)                 Registered (2)          Share (3)               Price (3)         Registration Fee
-----------------------------------------------------------------------------------------------------------------------------------
Common Stock, par value $0.01 per share          250,000 shares            $9.07                $2,267,500              $184
===================================================================================================================================
(1) Pursuant to Rule 416(c) under the Securities Act, this registration
statement also covers an indeterminate amount of interests to be offered or sold
pursuant to the employee benefit plan described herein.

(2) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement shall also cover, in addition to
the number of shares stated above, an indeterminate number of shares of common
stock of Universal American Financial Corp., which may become issuable under the
Universal American Financial Corp. 401(k) Savings Plan by reason of certain
corporate transactions or events, including any stock dividend, stock split,
recapitalization or any other similar transaction effected without the receipt
of consideration which results in an increase in the number of the registrant's
outstanding shares of common stock.

 (3) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) and 457(c) under the Securities Act based on the average
of the high and low price of the common stock of the registrant as reported by
the Nasdaq National Market on October 10, 2003, which is $9.07.

================================================================================
EXPLANATORY NOTE

                     This registration statement relates to shares of common
stock, par value $0.01 per share, of Universal American Financial Corp. (the
"Company") that may be offered or sold to employees of the Company and its
subsidiaries under the Universal American Financial Corp. 401(k) Savings Plan
(the "401(k) Plan") through allocations to a participant's 401(k) account. Since
the shares of common stock registered hereby will be purchased by Transamerica
Retirement Services, the administrator of the 401(k) Plan, on behalf of the
trustees of the 401(k) Plan for the accounts of participants in the 401(k) Plan
through open-market or privately negotiated transactions, such transactions do
not involve the original issuance by the Company of any shares of common stock
or result in a change in the number of outstanding shares of common stock of the
Company.
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION.*

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN'S ANNUAL INFORMATION.*

*The documents containing the information specified in Part I of this
registration statement will be sent or given to employees as specified by Rule
428(b)(1) under the Securities Act of 1933, as amended. Such documents are not
required to be and are not filed with the Securities and Exchange Commission
either as part of this registration statement or as prospectuses or prospectus
supplements pursuant to Rule 424. These documents and the documents incorporated
by reference in this registration statement pursuant to Item 3 of Part II of
this Form S-8, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933, as amended.

                                      I-1
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

                     The Securities and Exchange Commission (the "Commission")
allows the Company to "incorporate by reference" information into this
registration statement which means that the Company can disclose important
information to you by referring you to another document that the Company filed
separately with the Commission. Accordingly, this registration statement
incorporates by reference the documents set forth below that the Company has
previously filed with the Commission. These documents contain important business
and financial information about the Company, including information concerning
its financial performance.

                     The Company and the 401(k) Plan each incorporates by
reference into this registration statement the following documents:

           (a)        the Company's annual report on Form 10-K for the fiscal
                      year ended December 31, 2002

           (b)        the 401(k) Plan's annual report on Form 11-K for the year
                      ended December 31, 2002 filed on behalf of the 401(k)
                      Plan;

           (c)        the Company's quarterly reports on Form 10-Q for the
                      quarters ended June 30, 2003 and March 31, 2003;

           (d)        the Company's current reports on Form 8-K filed April 2,
                      2003 and May, 29, 2003 and the Company's current report on
                      Form 8-K/A filed June 12, 2003; and

           (e)        the description of the Company's common stock, par value
                      $0.01 per share, contained in the registration statement
                      on Form 8-A as filed with the Commission on July 11, 1983
                      pursuant to Section 12 of the Securities Exchange Act of
                      1934, as amended (the "Exchange Act"), including any
                      amendment or report filed for the purpose of updating such
                      description.

                     All documents subsequently filed by the Company on its
behalf or on behalf of the 401(k) Plan with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this registration statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
registration statement and to be a part hereof from the date of filing of such
documents, except as to any portion of any future annual or quarterly report to
shareholders or other document or report that is not deemed filed under such
provisions. Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this registration statement to the extent that a statement
contained herein or in any subsequently filed document which also is deemed to
be incorporated by reference herein modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this registration statement.

                                      II-1
ITEM 4.  DESCRIPTION OF SECURITIES.

                     Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

                     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

                     Article Seventh of the Restated Certificate of
Incorporation of the Company provides, in part, that to the extent required by
New York Business Corporation Law ("NYBCL"), no director of the Company shall
have any personal liability to the Company or its stockholders for damages for
any breach of duty as such director, provided that each such director shall be
liable under the following circumstances: (i) in the event that a judgment or
other final adjudication adverse to such director establishes that his acts or
omissions were in bad faith, involved intentional misconduct or a knowing
violation of law or that such director personally gained in fact a financial
profit or other advantage to which such director was not legally entitled or
that such director's acts violated Section 719 of the NYBCL or (ii) for any act
or omission prior to the adoption of Article Seventh of the Restated Certificate
of Incorporation of the Company.

                     Article VI of the Company's Amended and Restated Bylaws
(the "Bylaws") provide, in part, that the Company shall (subject to the terms
thereof) indemnify any person, by reason of the fact that such person is or was
a director, officer or employee of the Company, or of any subsidiary or
affiliate of the Company, or served any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise in any capacity at the
request of the Company, against all loss and expense including, judgments, fines
(including excise taxes), amounts paid in settlement and attorneys' fees and
disbursements actually and necessarily incurred as a result of such action or
proceeding, or any appeal therefrom, and all legal fees and expenses incurred in
successfully asserting a claim for indemnification; provided, however, that no
indemnification may be made to or on behalf of any director, officer or employee
if a judgment or other final adjudication adverse to the director, officer or
employee establishes that such person's acts were committed in bad faith or were
the result of active and deliberate dishonesty and were material to the cause of
action so adjudicated, or that such person personally gained in fact a financial
profit or other advantage to which such person was not legally entitled.

                     The Company may purchase and maintain insurance on behalf
of any person described in Article VI of the Bylaws against any liability which
may be asserted against such person whether or not the Company would have the
power to indemnify such person against such liability under the provisions of
Article VI of the Company's Bylaws or otherwise. The Company maintains and pays
premiums for directors' and officers' liability insurance policies.

                     The Company is incorporated under the laws of the State of
New York. Sections 721-726 of Article 7 of the NYBCL provide for the
indemnification and advancement of expenses to officers and directors. Section
721 provides that indemnification and advancement of expenses pursuant to the
NYBCL are not exclusive of any other rights an officer or director may be
entitled to, provided that no indemnification may be made to or on behalf of any
director or officer if a judgment or other final adjudication adverse to the
director or officer establishes that his acts were committed in bad faith or
were the result of active and deliberate dishonesty and were material to the

                                      II-2
cause of action so adjudicated, or that he personally gained in fact a financial
profit or other advantage to which he was not legally entitled.

                     Section 722(a) of the NYBCL provides that a corporation may
indemnify any officer or director made, or threatened to be made, a party to an
action other than one by or in the right of the corporation, including an action
by or in the right of any other corporation or other enterprise that any
director or officer of the corporation served in any capacity at the request of
the corporation, because he was a director or officer of the corporation, or
served such other corporation or other enterprise in any capacity, against
judgments, fines, amounts paid in settlement and reasonable expenses, including
attorneys' fees, actually and necessarily incurred as a result of such action,
or any appeal therein, if such director or officer acted in good faith for a
purpose he reasonably believed to be in, or in the case of service for any other
corporation or other enterprise, not opposed to, the best interests of the
corporation and, in criminal actions, had no reasonable cause to believe that
his conduct was unlawful.

                     Section 722(c) of the NYBCL provides that a corporation may
indemnify any officer or director made, or threatened to be made, a party to an
action by or in the right of the corporation by reason of the fact that he is or
was an officer or director of the corporation, or is or was serving at the
request of the corporation as a director or officer of any other corporation or
other enterprise, against amounts paid in settlement and reasonable expenses,
including attorneys' fees, actually and necessarily incurred by him in
connection with the defense or settlement of such action, or in connection with
an appeal therein, if such director or officer acted in good faith for a purpose
which he reasonably believed to be in, or, in the case of service for another
corporation or other enterprise, not opposed to, the best interests of the
corporation. The corporation may not, however, indemnify any officer or director
pursuant to Section 722(c) in respect of (1) a threatened action or a pending
action that is settled or otherwise disposed of or (2) any claim, issue or
matter for which the person has been adjudged to be liable to the corporation,
unless and only to the extent that the court in which the action was brought or,
if no action was brought, any court of competent jurisdiction, determines upon
application that the person is fairly and reasonably entitled to indemnity for
that portion of the settlement and expenses as the court deems proper.

                     Section 723 of the NYBCL provides that an officer or
director who has been successful on the merits or otherwise in the defense of a
civil or criminal action of the character set forth in Section 722 is entitled
to indemnification as permitted in such Section. Section 724 of the New York
Business Corporation Law permits a court to award the indemnification required
by Section 722.

                     Section 725 provides for repayment of such expenses when
the recipient is ultimately found not to be entitled to indemnification. Section
726 provides that a corporation may obtain indemnification insurance
indemnifying itself and its directors and officers.

                     The foregoing is only a summary of the described sections
of the New York Business Corporation Law and is qualified in its entirety by
reference to such sections.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

                     Not applicable.

                                      II-3
ITEM 8.  EXHIBITS.

                     The following exhibits have been filed as part of this
Registration Statement.

Exhibit Number                          Description of Exhibits
--------------                          -----------------------

     4.1              Restated Certificate of Incorporation of the Company
                      (incorporated by reference to Exhibit A to the Company's
                      Current Report on Form 8-K filed on March 16, 2001).

     4.2              Amended and Restated By-Laws of the Company (incorporated
                      by reference to Exhibit A to the Company's Current Report
                      on Form 8-K filed on August 13, 1999).

     5.1              Determination Letter from the Internal Revenue Service,
                      dated January 17, 1995 (filed herewith).*

    23.1              Consent of Ernst & Young LLP, Independent Accountants
                      (filed herewith).

    24                Power of Attorney (included as part of the signature page
                      to this Registration Statement and incorporated herein by
                      reference).

* The Company hereby undertakes that it will submit amendments to the 401(k)
Plan to the Internal Revenue Service (the "IRS") in a timely manner and will
make all changes required by the IRS in order to qualify the plan under Section
401 of the Internal Revenue Code of 1986, as amended.

ITEM 9.  UNDERTAKINGS.

           (a)        The undersigned registrant hereby undertakes:

                     (1) to file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement;

                                 (i) to include any prospectus required by
                      Section 10(a)(3) of the Securities Act of 1933, as amended
                      (the "Securities Act");

                                 (ii) to reflect in the prospectus any facts or
                      events arising after the effective date of the
                      registration statement (or the most recent post-effective
                      amendment thereof) which, individually or in the
                      aggregate, represent a fundamental change in the
                      information set forth in the registration statement.
                      Notwithstanding the foregoing, any increase or decrease in
                      volume of securities offered (if the total dollar value of
                      securities offered would not exceed that which was
                      registered) and any deviation from the low or high end of
                      the estimated maximum offering range may be reflected in
                      the form of prospectus filed with the Commission pursuant
                      to Rule 424(b) if, in the aggregate, the changes in volume
                      and price represent no more than a 20 percent change in
                      the maximum aggregate offering price set forth in the
                      "Calculation of Registration Fee" table in the effective
                      registration statement;

                                 (iii) to include any material information with
                      respect to the plan of distribution not previously
                      disclosed in the registration statement or any material
                      change to such information in the registration statement;

                                      II-4
provided, however, that paragraph (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by the
foregoing paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Company pursuant to Section 13 or Section 15(d) of the
Exchange Act that are incorporated by reference in the registration statement.

                     (2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.

                     (3) To remove from registration by means of a
post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.

           (b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of the 401(k) Plan's annual
report pursuant to Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

           (c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                      II-5
SIGNATURES

                     Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized in the city of Rye Brook, state of New York, on October 15,
2003.

                                      UNIVERSAL AMERICAN FINANCIAL CORP.

                                      By: /s/ Richard A. Barasch
                                          -------------------------------------
                                          Name: Richard A. Barasch
                                          Title: Chairman, President and
                                                 Chief Executive Officer

                                POWER OF ATTORNEY

                     KNOW ALL PERSONS BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Richard A. Barasch and Robert
A. Waegelein, or either of them, his or her attorney-in-fact, each with the
power of substitution, for him or her in any and all capacities, to sign any
amendments (including all post-effective amendments) to this registration
statement, and to sign any registration statement for the same offering covered
by this registration statement that is to be effective upon filing pursuant to
Rule 462(b) promulgated under the Securities Act of 1933, and all post-effective
amendments thereto, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.

                     Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature                                Title                                              Date
---------                                -----                                              ----
/s/ Richard A. Barasch                   Chairman of the Board, President, Chief            October 15, 2003
---------------------------------        Executive Officer and Director (Principal
Richard A. Barasch                       Executive Officer)

/s/ Robert A. Waegelein                  Executive Vice President and Chief Financial       October 15, 2003
---------------------------------        Officer (Principal Financial and Accounting
Robert A. Waegelein                      Officer)

/s/ Bradley E. Cooper                    Director                                           October 15, 2003
---------------------------------
Bradley E. Cooper

/s/ Susan S. Fleming                     Director                                           October 15, 2003
---------------------------------
Susan S. Fleming
Signature                                Title                                              Date
---------                                -----                                              ----

/s/ Mark M. Harmeling                    Director                                           October 15, 2003
---------------------------------
Mark M. Harmeling

/s/ Bertram Harnett                      Director                                           October 15, 2003
---------------------------------
Bertram Harnett

/s/ Linda Lamel                          Director                                           October 15, 2003
---------------------------------
Linda Lamel

/s/ Patrick J. McLaughlin                Director                                           October 15, 2003
---------------------------------
Patrick J. McLaughlin

/s/ Robert A. Spass                      Director                                           October 15, 2003
---------------------------------
Robert A. Spass

/s/ Robert F. Wright                     Director                                           October 15, 2003
---------------------------------
Robert F. Wright
Pursuant to the requirements of the Securities Act of 1933,
the committee responsible for administering the Universal American Financial
Corp. 401(k) Savings Plan has duly caused this registration statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Rye Brook, state of New York, on October 15, 2003.

                                         UNIVERSAL AMERICAN FINANCIAL CORP.
                                         401(K) SAVINGS PLAN

                                         By: /s/ Richard A. Barasch
                                             ----------------------------------
                                             Name: Richard A. Barasch
                                             Title: Trustee

                                         By: /s/ Robert A. Waegelein
                                             ----------------------------------
                                             Name: Robert A. Waegelein
                                             Title: Trustee

                                         By:  /s/ Bill Wehner
                                             ----------------------------------
                                             Name: Bill Wehner
                                             Title: Trustee
EXHIBIT INDEX

 Exhibit Number                           Description of Exhibits
 --------------                           -----------------------

     4.1              Restated Certificate of Incorporation of the Company
                      (incorporated by reference to Exhibit A to the Company's
                      Current Report on Form 8-K filed on March 16, 2001).

     4.2              Amended and Restated By-Laws of the Company (incorporated
                      by reference to Exhibit A to the Company's Current Report
                      on Form 8-K filed on August 13, 1999).

     5.1              Determination Letter from the Internal Revenue Service,
                      dated January 17, 1995 (filed herewith).*

    23.1              Consent of Ernst & Young LLP, Independent Accountants
                      (filed herewith).

    24                Power of Attorney (included as part of the signature page
                      to this Registration Statement and incorporated herein by
                      reference).

* The Company hereby undertakes that it will submit amendments to the 401(k)
Plan to the Internal Revenue Service (the "IRS") in a timely manner and will
make all changes required by the IRS in order to qualify the plan under Section
401 of the Internal Revenue Code of 1986, as amended.