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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  FORM 10-QSB/A

(Mark One)

( X )     QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE 
ACT OF 1934

For the quarterly period ended:                      June 30, 1996
                                    ------------------------------

(  )     TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE EXCHANGE ACT

For the transition period from:                                to

Commission file number:                                       0-13265

                          UCI MEDICAL AFFILIATES, INC.
       (Exact name of small business issuer as specified in its charter)

                  Delaware                                 59-2225346
 (State or other jurisdiction of incorporation            (IRS Employer
  or organization)                                      Identification No.)

        1901 Main Street, Suite 1200, Mail Code 1105, Columbia, SC 29201
                    (Address of principal executive offices)

                                 (803) 252-3661
                           (Issuer's telephone number)


       (Former name, address or fiscal year, if changed since last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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. ( X )YES ( ) NO


                APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                   PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether the  registrant  filed all  documents  and reports  required to be
filed by Section 12, 13, or 15(d) of the Exchange Act after the  distribution of
securities under a plan confirmed by a court. ( )YES ( ) NO


                      APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

       4,807,507 shares of $.05 common stock outstanding at June 30, 1996

   Transitional Small Business Disclosure Format (check one): ( )YES ( X ) NO

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                                     PART I

                              FINANCIAL INFORMATION


Part I, Financial Information, is not applicable to the Form 10-QSB/A filing.

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                                     PART II

                                OTHER INFORMATION


Item 5            OTHER INFORMATION

Form 10-QSB/A is being filed to correct the previously filed Form 10-QSB which
was electronically filed on August 2, 1996. The correction is as follows:

Exhibit 27:

The income and expense numbers depicted in the previously filed Exhibit 27 were
stated for the three months ended June 30, 1996. They should have been stated
for the nine months ended June 30, 1996. Therefore, we are resubmitting Exhibit
27 in its entirety.

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SIGNATURE



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 hereunto duly authorized.


UCI Medical Affiliates, Inc.
         (Registrant)



/S/ M.F. MCFARLAND, III, M.D.                   /S/ JERRY F. WELLS, JR.
Marion F. McFarland, III, M.D.                  Jerry F. Wells, Jr.
President, Chief Executive Officer,             Vice President of Finance and
and Chairman of the Board                       Chief Financial Officer




Date:  December 18, 1996


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