SC 13G

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                 SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                               (Amendment No. )*


                           Superior Financial Corp.
                   -----------------------------------------
                               (Name of Issuer)


                         Common Stock, $0.01 par value
                   -----------------------------------------
                        (Title of Class of Securities)


                                   868161100
                   -----------------------------------------
                                (CUSIP Number)


                                 March 2, 1999
                   -----------------------------------------
            (Date of Event Which Requires Filing of this Statement)


      Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:

      [ ] Rule 13d-1(b)

      [X] Rule 13d-(c)

      [ ] Rule 13d-1(d)

      *The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter the disclosures provided in a prior cover page.

      The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).




                                  CUSIP No. 868161100


1    NAME OF REPORTING PERSON
     I.R.S. Identification No. of above person (entities only).

     OZ Management, L.L.C.


2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
                                                     
                                                       (a) [  ]
                                                       (b) [  ]

3    SEC USE ONLY


4    CITIZENSHIP OR PLACE OF ORGANIZATION

      Delaware


     NUMBER OF SHARES BENEFICIALLY OWNED BY
     EACH REPORTING PERSON WITH:

      5     SOLE VOTING POWER

            0 Shares 
      
      6     SHARED VOTING POWER

            600,000 Shares 


      7     SOLE DISPOSITIVE POWER

            0 Shares 


      8     SHARED DISPOSITIVE POWER

            600,000 Shares 


9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      600,000 Shares 

    
10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)


11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

      5.9%


12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

      OO/IA 





                                  CUSIP No. 868161100


1    NAME OF REPORTING PERSON
     I.R.S. Identification No. of above person (entities only).

     OZ Master Fund, Ltd.


2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 
                                                     
                                                       (a) [  ]
                                                       (b) [  ]

3    SEC USE ONLY


4    CITIZENSHIP OR PLACE OF ORGANIZATION

     Cayman Islands


     NUMBER OF SHARES BENEFICIALLY OWNED BY
     EACH REPORTING PERSON WITH:

      5     SOLE VOTING POWER

            0 Shares 
      
      6     SHARED VOTING POWER

            600,000 Shares 


      7     SOLE DISPOSITIVE POWER

            0 Shares 


      8     SHARED DISPOSITIVE POWER

            600,000 Shares 


9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      600,000 Shares 


10    CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
      (SEE INSTRUCTIONS)


11   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

      5.9%


12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

      CO    





      Item 1(a)  Name of issuer:  Superior Financial Corp., a Delaware
corporation (the "Company").

      Item 1(b)  Address of issuer's principal executive offices: 5000 Rogers
Avenue, Fort Smith, Arizona 72917.


      Item 2(a)  Name of person filing: 

      This statement is filed on behalf of each of the following persons
(collectively, the "Reporting Persons"):

      i)    OZ Management, L.L.C., a Delaware limited liability company ("OZ
            Management").

      ii)   OZ Master Fund, Ltd., a Cayman Islands exempted limited company
            ("OZ Master Fund"). 

      This Statement relates to shares of Common Stock of the Company
("Shares") held for the account of OZ Master Fund.  OZ Management serves as
principal investment manager to OZ Master Fund, and as such, has been granted
investment discretion over portfolio investments, including the Shares, held
for the account of OZ Master Fund.  Mr. Daniel S. Och, the managing member of
OZ Management, may be deemed to control such accounts and therefore,
indirectly, the Shares reported hereby.

      2(b)  Address or principal business office or, if none, residence:

      The address of the principal business office of OZ Management is 153
East 53rd Street, 44th Floor, New York, New York 10022.

      The address of the principal business office of OZ Master Fund is c/o
Goldman Sachs (Cayman) Trust, Limited, P.O. Box 896, Harbour Centre, Second
Floor, North Church Street, George Town, Grand Cayman, Cayman Islands, B.W.I. 



      2(c)  Citizenship:

      i)    OZ Management, L.L.C. is a Delaware limited liability company.

      ii)   OZ Master Fund, Ltd. is a Cayman Islands exempted limited company.


      2(d)  Title of class of securities:  Common Stock

      2(e)  CUSIP No.:   868161100


      Item 3.  If this statement is filed pursuant to Rule 13d-1(b) or Rule
13d-2(b) or (c), check whether the person filing is a: 

      (a) [ ] Broker or dealer registered under Section 15 of the Exchange
Act.

      (b) [ ] Bank as defined in section 3(a)(6) of the Exchange Act.

      (c) [ ] Insurance company as defined in section 3(a)(19) of the Exchange
Act.

      (d) [ ] Investment company registered under section 8 of the Investment
Company Act.

      (e) [ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E). 

      (f) [ ] An employee benefit plan or endowment fund in accordance with
Rule 13d-1(b)(1)(ii)(F).

      (g) [ ] A parent holding company or control person in accordance with
Rule 13d-1(b)(1)(ii)(G).

      (h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act.

      (i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment Company Act.

      (j) [ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).

      If this statement is filed pursuant to Rule 13d-1(c), check this box.
[x]


      Item 4.  Ownership

      See cover page for each Reporting Person.
      

      Item 5.  Ownership of 5 Percent or Less of a Class. 

      If this statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial owner of more than
five percent of the class of securities, check the following:      [ ]


      Item 6.  Ownership of More than 5 Percent on Behalf of Another Person. 

      Not applicable.


      Item 7.  Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding Company. 

      Not applicable.


      Item 8.  Identification and Classification of Members of the Group. 

      Not applicable.


      Item 9.  Notice of Dissolution of Group.  

      Not applicable.


      Item 10. Certifications

      By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect. 




                                   SIGNATURE

      After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.


Dated:  March 8, 1999. 

OZ MANAGEMENT, L.L.C.


By:  /s/ Daniel S. Och
- --------------------------------
Name:   Daniel S. Och
Title:  Managing Member


OZ MASTER FUND, LTD.
By:  OZ MANAGEMENT, L.L.C.
     as Investment Manager


By:  /s/ Daniel S. Och
- ----------------------------------
Name:  Daniel S. Och
Title:  Managing Member

EX-99

                                   EXHIBIT A
                            JOINT FILING AGREEMENT

Pursuant to Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of
1934, the undersigned agree to the joint filing of a Statement on Schedule 13G
(including any and all amendments thereto, and any filing on Schedule 13D
relating to the same investment) with respect to the shares of common stock,
par value $0.01 per share, of Superior Financial Corp., and further agree that
this Joint Filing Agreement be included as an Exhibit thereto.  In addition,
each party to this Agreement expressly authorizes each other party to this
Agreement to file on its behalf any and all amendments to such Statement.

Dated:  March 8, 1999.

OZ MANAGEMENT, L.L.C.


By:  /s/ Daniel S. Och
- --------------------------------
Name:   Daniel S. Och
Title:  Managing Member



OZ MASTER FUND, LTD.
By:  OZ MANAGEMENT, L.L.C.
     as Investment Manager


By:  /s/ Daniel S. Och
- ----------------------------------
Name:  Daniel S. Och
Title:  Managing Member