SC 13G/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 2)*

U.S.I. Holdings Corporation

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

90333H101

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

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

     o Rule 13d-1(b)

     þ Rule 13d-1(c)

     o 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.

Person Authorized to Receive Notices and Communications:

Janice V. Sharry, Esq.
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5562

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).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

CUSIP No. 90333H101  Page 2  of  9 

1	NAMES OF REPORTING PERSONS: MSD Capital, L.P., a Delaware limited partnership
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	74-2880190
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		5	SOLE VOTING POWER:
NUMBER OF			0
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			4,460,396
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH:		8	SHARED DISPOSITIVE POWER:
			4,460,396
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	4,460,396
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	7.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

CUSIP No. 90333H101  Page 3  of  9 

1	NAMES OF REPORTING PERSONS: MSD Torchlight, L.P., a Delaware limited partnership
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	38-3655304
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		5	SOLE VOTING POWER:
NUMBER OF			0
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,230,149
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH:		8	SHARED DISPOSITIVE POWER:
			1,230,149
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	1,230,149
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	2.1%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

CUSIP No. 90333H101  Page 4  of  9 

1	NAMES OF REPORTING PERSONS: MSD SBI, L.P., a Delaware limited partnership
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	61-1420251
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		5	SOLE VOTING POWER:
NUMBER OF			0
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,607,590
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH:		8	SHARED DISPOSITIVE POWER:
			1,607,590
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	1,607,590
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	2.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

CUSIP No. 90333H101  Page 5  of  9 

1	NAMES OF REPORTING PERSONS: MSD Value Investments, L.P., a Delaware limited partnership
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
	20-2081681
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):
	(a)   o
	(b)   þ
3	SEC USE ONLY:
4	CITIZENSHIP OR PLACE OF ORGANIZATION:
	Delaware
		5	SOLE VOTING POWER:
NUMBER OF			0
SHARES		6	SHARED VOTING POWER:
BENEFICIALLY
OWNED BY			1,622,657
EACH		7	SOLE DISPOSITIVE POWER:
REPORTING
PERSON			0
WITH:		8	SHARED DISPOSITIVE POWER:
			1,622,657
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
	1,622,657
10	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
	o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):
	2.8%
12	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
	PN

CUSIP No. 90333H101  Page 6  of  9 

Item 1(a)	Name of Issuer:
	U.S.I. Holdings Corporation
Item 1(b)	Address of Issuer's Principal Executive Offices:
	555 Pleasantville Road, Suite 160 South
	Briarcliff Manor, New York 10510
Item 2(a)	Names of Persons Filing:
	MSD Capital, L.P.
	MSD Torchlight, L.P.
	MSD SBI, L.P.
	MSD Value Investments, L.P.
Item 2(b)	Addresses of Principal Business Offices:
	MSD Capital, L.P.
	645 Fifth Avenue, 21st Floor
	New York, New York 10022
	MSD Torchlight, L.P.
	645 Fifth Avenue, 21st Floor
	New York, New York 10022
	MSD SBI, L.P.
	645 Fifth Avenue, 21st Floor
	New York, New York 10022
	MSD Value Investments, L.P.
	645 Fifth Avenue, 21st Floor
	New York, New York 10022
Item 2(c)	Citizenship:
	MSD Capital, L.P. — Delaware
	MSD Torchlight, L.P. — Delaware
	MSD SBI, L.P. — Delaware
	MSD Value Investments, L.P. — Delaware
Item 2(d)	Title of Class of Securities:
	Common Stock, par value $0.01 per share
Item 2(e)	CUSIP Number:
	90333H101

CUSIP No. 90333H101  Page 7  of  9 

Item 3	Status of Persons Filing:
	(a)	[     ]     Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
	(b)	[     ]     Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	[     ]     Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	[     ]     Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	[     ]     An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	[     ]     An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	[     ]     A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
	(h)	[     ]     A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[     ]     A church plan that is excluded from the definition of an investment company under section 3(c)(14) of              the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	[     ]     Group, in accordance with §240.13d-1(b)(1)(ii)(J).
Item 4	Ownership:
	(a)	As of December 31, 2005, (i) MSD Torchlight, L.P., a Delaware limited partnership (“Torchlight”), was the record owner of 1,230,149 shares of common stock of U.S.I. Holdings Corporation (“USI”), (ii) MSD SBI, L.P., a Delaware limited partnership (“SBI”), was the record owner of 1,607,590 shares of common stock of USI, and (iii) MSD Value Investments, L.P., a Delaware limited partnership (“Value”), was the record owner of 1,622,657 shares of common stock of USI. MSD Capital, L.P., a Delaware limited partnership (“MSD”), is the general partner of Torchlight, SBI and Value, and therefore may be deemed to be the indirect beneficial owner of the shares of common stock of USI held of record by Torchlight, SBI and Value. MSD Capital Management LLC is the general partner of MSD.
	(b)	Percent of Class:
		MSD Capital, L.P. — 7.8%
		MSD Torchlight, L.P. — 2.1%
		MSD SBI, L.P. — 2.8%
		MSD Value Investments, L.P. — 2.8%
	(c)	Number of shares as to which the person has:
		(i) sole power to vote or to direct the vote: 0
		(ii) shared power to vote or to direct the vote:
			MSD Capital, L.P. — 4,460,396
			MSD Torchlight, L.P. — 1,230,149
			MSD SBI, L.P. — 1,607,590
			MSD Value Investments, L.P. — 1,622,657

CUSIP No. 90333H101  Page 8  of  9 

(iii) sole power to dispose or to direct the disposition of: 0
(iv) shared power to dispose or to direct the disposition of:
	MSD Capital, L.P. — 4,460,396
	MSD Torchlight, L.P. — 1,230,149
	MSD SBI, L.P. — 1,607,590
	MSD Value Investments, L.P. — 1,622,657

Item 5	Ownership of 5% or Less of a Class:
	Not applicable.
Item 6	Ownership of More than 5% 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 or Control Person:
	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	Certification:
	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.

CUSIP No. 90333H101  Page 9  of  9 

SIGNATURES

     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.

Date: February 14, 2006

MSD CAPITAL, L.P.
By:	MSD Capital Management LLC, its general partner
	By:	/s/ Marc R. Lisker
		Marc R. Lisker
		Manager and General Counsel
MSD TORCHLIGHT, L.P.
By:	MSD Capital, L.P., its general partner
By:	MSD Capital Management LLC, its general partner
	By:	/s/ Marc R. Lisker
		Marc R. Lisker
		Manager and General Counsel
MSD SBI, L.P.
By:	MSD Capital, L.P., its general partner
By:	MSD Capital Management LLC, its general partner
	By:	/s/ Marc R. Lisker
		Marc R. Lisker
		Manager and General Counsel
MSD VALUE INVESTMENTS, L.P.
By:	MSD Capital, L.P., its general partner
By:	MSD Capital Management LLC, its general partner
	By:	/s/ Marc R. Lisker
		Marc R. Lisker
		Manager and General Counsel

EXHIBITS

Exhibit A Joint Filing Agreement, dated February 14, 2006, entered into by and among MSD Capital, L.P., MSD Torchlight, L.P., MSD SBI, L.P. and MSD Value Investments, L.P.

EX-99.A

EXHIBIT A

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them a Statement on Schedule 13G (including amendments thereto) with regard to the common stock of U.S.I. Holdings Corporation, and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filings. In evidence thereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of February 14, 2006.

MSD CAPITAL, L.P.
By:	MSD Capital Management LLC, its general partner
	By:	/s/ Marc R. Lisker
		Marc R. Lisker
		Manager and General Counsel
MSD TORCHLIGHT, L.P.
By:	MSD Capital, L.P., its general partner
By:	MSD Capital Management LLC, its general partner
	By:	/s/ Marc R. Lisker
		Marc R. Lisker
		Manager and General Counsel
MSD SBI, L.P.
By:	MSD Capital, L.P., its general partner
By:	MSD Capital Management LLC, its general partner
	By:	/s/ Marc R. Lisker
		Marc R. Lisker
		Manager and General Counsel
MSD VALUE INVESTMENTS, L.P.
By:	MSD Capital, L.P., its general partner
By:	MSD Capital Management LLC, its general partner
	By:	/s/ Marc R. Lisker
		Marc R. Lisker
		Manager and General Counsel