SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                 SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                              (Amendment No. 3)*


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


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


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


                               July 31, 2001
                   -----------------------------------------
            (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-1(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

            429,300 Shares

      6     SHARED VOTING POWER

            0 Shares


      7     SOLE DISPOSITIVE POWER

            429,300 Shares


      8     SHARED DISPOSITIVE POWER

            0 Shares


9    AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

      429,300 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

      4.7%


12   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

      OO/IA




      This Amendment No. 3 to Schedule 13G amends a Schedule 13G, dated March
2, 1999, as amended as of December 31, 1999 and February 6, 2001 with respect
to the Common Stock, par value $0.01 per share (the "Shares"), of Superior
Financial Corp., a Delaware corporation (the "Company"), beneficially owned by
OZ Management, L.L.C. ("OZ Management"), as follows below.  This Amendment is
filed to amend Items 4 and 5, as of July 31, 2001, contained in the Schedule
13G as most recently amended.


     Item 1. - 3.  No amendment.


     Item 4.  Ownership

     See cover page for the Reporting Person.

     OZ Management serves as principal investment manager to a number of
discretionary accounts and investment entities, with respect to which it has
voting and dispositive authority over the 429,300 Shares reported hereby.
Although not identified as a Reporting Person herein, Mr. Daniel S. Och is the
senior managing member of OZ Management.  As such, he may be deemed to control
such entity and therefore, indirectly, the Shares reported hereby.


      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:      [X]


      Item 6. - 9.  No amendment.


      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:  August 10, 2001.


OZ MANAGEMENT, L.L.C.


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