UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    Form 10-Q

(Mark One)

( X )    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
          EXCHANGE ACT OF 1934

For the quarterly period ended:                               March 31, 1999
                                    ----------------------------------------

(  )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES 
          EXCHANGE ACT OF 1934

For the transition period from:                     to

Commission file number:          0-13265

                     UCI MEDICAL AFFILIATES, INC,
          (Exact name of Registrant as specified in its charter)

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

1901 Main  Street,  12th Floor,  Mail Code 1105,  Columbia,  SC 29201  
               (Address of principal executive offices)

                              (803) 252-3661
               (Registrant's telephone number including area code)

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

     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  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


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

 9,650,515 shares of $.05 common stock outstanding at March 31, 1999



<PAGE>


                          UCI MEDICAL AFFILIATES, INC.

                                      INDEX
<TABLE>
<CAPTION>
<S>               <C>                                                                         <C>   


                                                                                                   Page
                                                                                                 Number

PART I            FINANCIAL INFORMATION

                  Item 1   Financial Statements

                           Consolidated Balance Sheets - March 31, 1999
                           and September 30, 1998                                                    3

                           Consolidated Statements of Operations for the quarters and
                           the six months ending March 31, 1999 and March 31, 1998                   4

                           Consolidated Statements of Cash Flows for the six months
                           ending March 31, 1999 and March 31, 1998                                  5

                           Notes to Consolidated Financial Statements                                6

                  Item 2   Management's Discussion and Analysis of Financial
                           Condition and Results of Operations                                    8-13

                  Item 3   Quantitative and Qualitative Disclosures about Market Risk               14


PART II           OTHER INFORMATION

                  Items 1-6                                                                      15-17


SIGNATURES                                                                                          18


EXHIBIT INDEX                                                                                       19
</TABLE>

<PAGE>







                                          UCI MEDICAL AFFILIATES, INC.
                                          CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
<S>                                                                <C>                    <C> 

                                                                     March 31, 1999        September 30, 1998
                                                                   --------------------    ----------------------
                                                                         (unaudited)             (audited)
Assets
Current assets
   Cash and cash equivalents                                         $         364,705       $      335,923
   Accounts receivable, less allowance for doubtful accounts
       of $1,881,108 and $3,758,771                                          9,035,578            8,788,620
   Inventory                                                                   490,341              539,564
   Prepaid expenses and other current assets                                   975,602              875,409
                                                                   --------------------    ----------------------
Total current assets                                                        10,866,226           10,539,516

Property and equipment, less accumulated depreciation of
   $4,329,823 and $3,762,865                                                 4,769,433            5,475,051
Excess of cost over fair value of assets acquired, less
   accumulated amortization of $2,266,094 and $2,097,149                     9,080,090            9,944,039
Other assets                                                                    41,501              243,677
                                                                   --------------------    ----------------------
Total Assets                                                           $    24,757,250         $ 26,202,283
                                                                   ====================    ======================

Liabilities and Stockholders' Equity
Current liabilities
   Current portion of long-term debt                                  $      1,666,703        $   5,540,552
   Current portion of long-term debt payable to employees                       42,507              190,452
   Accounts payable                                                          5,383,018            5,283,023
   Accrued salaries and payroll taxes                                        1,316,322            1,837,880
   Other accrued liabilities                                                   988,084            1,406,033
                                                                 ----------------------    --------------------
Total current liabilities                                                    9,396,634           14,257,940

Long-term debt, net of current portion                                       8,728,210            5,755,502
Long-term debt payable to employees, net of current portion                     56,405              501,783
Common stock to be issued                                                            0            4,700,262
                                                                   --------------------    ----------------------
                                                                   --------------------    ----------------------
Total Liabilities                                                           18,181,249           25,215,487
                                                                   --------------------    ----------------------

Commitments and contingencies

Stockholders' Equity
   Preferred stock, par value $.01 per share:
      Authorized shares - 10,000,000; none issued                                    0                    0
   Common stock, par value $.05 per share:
      Authorized shares - 10,000,000
      Issued and outstanding- 9,650,515 and 7,299,245
         shares                                                                482,528              364,962
   Paid-in capital                                                          21,723,626           17,364,263
   Accumulated deficit                                                    (15,630,153)          (16,742,429)
                                                                   --------------------    ----------------------
Total Stockholders' Equity                                                   6,576,001              986,796
                                                                   --------------------    ----------------------
Total Liabilities and Stockholders' Equity                             $    24,757,250        $ 26,202,283
                                                                   ====================    ======================
</TABLE>

The   accompanying   notes  are  an  integral  part  of  these consolidated 
financial statements.


<PAGE>



                          UCI MEDICAL AFFILIATES, INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (unaudited)

<TABLE>
<CAPTION>
<S>                                                <C>                  <C>               <C>                   <C>

                                                      Three Months Ended March 31,              Six Months Ended March 31,
                                                    ----------------------------------     -------------------------------------
                                                         1999               1998                1999                 1998
                                                    ---------------     --------------     ---------------      ----------------

Revenues                                              $ 10,472,842         $8,614,687       $  20,154,240          $ 16,692,563
Operating costs                                          8,878,580          8,069,557          17,216,440            16,312,823
                                                    ---------------     --------------     ---------------      ----------------
Operating margin                                         1,594,262            545,130           2,937,800               379,740

General and administrative expenses                         25,833             20,654              43,650                46,088
Depreciation and amortization                              491,669            421,846             972,183               828,014
                                                    ---------------     --------------     ---------------      ----------------
Income (loss) from operations                            1,076,760            102,630           1,921,967             (494,362)

Other income (expense)
   Interest expense, net of interest income              (379,434)          (276,609)           (747,914)             (555,960)
   Gain (loss) on disposal of equipment                   (61,777)                 0              (61,777)                (439)
                                                    ---------------     --------------     ---------------      ----------------
Other income (expense)                                   (441,211)          (276,609)           (809,691)             (556,399)

Income (loss) before benefit (provision )for
   income taxes                                            635,549          (173,979)           1,112,276           (1,050,761)
Benefit (provision )for income taxes                             0                 0                    0                 (558)
                                                    ---------------     --------------     ---------------      ----------------

Net income (loss)                                    $     635,549        $ (173,979)      $    1,112,276          $(1,051,319)
                                                     ==============     ===============    ===============      ==============

Basic earnings (loss) per share                      $         .08         $    (.03)      $          .15          $      (.17)
                                                    ===============     ==============     ===============      ================

Basic weighted average common shares
   outstanding                                           7,909,721          6,063,335           7,416,761             6,052,540
                                                    ===============     ==============     ===============      =================
Diluted earnings (loss) per share                    $         .08         $     (.03)     $          .15          $       (.17)
                                                    ===============     ==============     ===============      =================
Diluted weighted average common shares
  outstanding                                            7,915,390          6,078,635           7,422,655             6,069,465
                                                    ===============     ==============     ===============      =================
</TABLE>

The   accompanying   notes  are  an  integral  part  of  these
consolidated financial statements.




<PAGE>


                                     UCI MEDICAL AFFILIATES, INC.
                                 CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (unaudited)
<TABLE>
<CAPTION>
<S>                                                              <C>                  <C> 
                                                                      Six Months Ended March 31,
                                                                ----------------------------------------
                                                                      1999                  1998
                                                                ------------------    ------------------
Operating activities:
Net income (loss)                                                  $    1,112,276         $  (1,051,319)
Adjustments to reconcile net income (loss) to net
   cash provided by  (used in) operating activities:
      (Gain) loss on disposal of equipment                                 61,777                   439
      Provision for losses on accounts receivable                         806,120               502,966
      Depreciation and amortization                                       972,183               828,013
Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                         (1,026,004)           (1,059,231)
   (Increase) decrease in inventories                                           0              (41,508)
   (Increase) decrease in prepaid expenses and other
      current assets                                                    (206,772)             (323,309)
   Increase (decrease) in accounts payable and accrued
      expenses                                                          (772,241)               840,420
                                                                ------------------    ------------------

Cash provided by (used in) operating activities                           947,339             (303,529)
                                                                ------------------    ------------------

Investing activities:
Purchases of property and equipment                                     (210,668)              (544,653)
Disposals of property and equipment                                        38,518                     0
Acquisitions of goodwill                                                 (75,336)              (182,991)
(Increase) decrease in other assets                                       202,177                 2,380
                                                                ------------------    ------------------

Cash provided by (used in) investing activities                          (45,309)              (725,264)
                                                                ------------------    ------------------

Financing activities:
Net borrowings (payments) under line-of-credit agreement                (151,037)                94,156
Increase in long-term debt                                                     0              1,575,893
Payments on long-term debt                                              (722,211)              (655,932)
                                                                ------------------    ------------------

Cash provided by (used in) financing activities                         (873,248)             1,014,117
                                                                ------------------    ------------------

Increase (decrease) in cash and cash equivalents                           28,682               (14,676)
Cash and cash equivalents at beginning of period                          335,923                14,676
                                                                ------------------    ------------------

Cash and cash equivalents at end of period                           $    364,705      $              0
                                                                ==================    ==================
</TABLE>

The   accompanying   notes  are  an  integral  part  of  these
consolidated financial statements.

<PAGE>


                           UCI MEDICAL AFFILIATES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)



BASIS OF PRESENTATION:

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X of the Securities and Exchange Commission.  Accordingly,  they do
not include all of the information and footnotes  required by generally accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  all  adjustments  (consisting  only of those of a normal  recurring
nature)  considered  necessary  for a  fair  presentation  have  been  included.
Operating results for the three-month and six-month periods ended March 31, 1999
are not  necessarily  indicative  of the results  that may be  expected  for the
fiscal year ending  September 30, 1999.  For further  information,  refer to the
audited consolidated  financial statements and footnotes thereto included in the
Company's annual report on Form 10-KSB for the year ended September 30, 1998.

The  consolidated  financial  statements  include  the  accounts  of UCI Medical
Affiliates,  Inc.  ("UCI"),  UCI  Medical  Affiliates  of South  Carolina,  Inc.
("UCI-SC"),  UCI Medical Affiliates of Georgia, Inc. ("UCI-GA"),  Doctor's Care,
P.A., Doctor's Care of Georgia, P.C., and Doctor's Care of Tennessee,  P.C. (the
three together as the "P.A.").  (As used herein,  the term  "Company"  refers to
UCI,  UCI-SC,  UCI-GA,  and the P.A.,  collectively.)  Because of the  corporate
practice  of  medicine  laws in the states in which the  Company  operates,  the
Company  does not own medical  practices  but instead  enters into an  exclusive
long-term management services agreements with the P.A. which operate the medical
practices.  Consolidation of the financial statements is required under Emerging
Issues  Task Force  (EITF)  97-2 as a  consequence  of the  nominee  shareholder
arrangement  that exists with respect to each of the P.A.'s.  In each case,  the
nominee (and sole)  shareholder  of the P.A. has entered into an agreement  with
UCI-SC or UCI-GA,  as applicable,  which satisfies the requirements set forth in
footnote 1 of EITF 97-2. Under the agreement,  UCI-SC or UCI-GA,  as applicable,
in its sole  discretion,  can effect a change in the nominee  shareholder at any
time for a payment of $100 from the new nominee  shareholder  to the old nominee
shareholder,  with  no  limits  placed  on  the  identity  of  any  new  nominee
shareholder and no adverse impact resulting to any of UCI-SC, UCI-GA or the P.A.
resulting from such change.

In addition to the nominee  shareholder  arrangements  described above,  each of
UCI-SC and UCI-GA has entered into  Administrative  Service  Agreements with the
P.A.'s.  As a  consequence  of the  nominee  shareholder  arrangements  and  the
Administrative  Service  Agreements,  the  Company  has  a  long-term  financial
interest in the affiliated  practices of the P.A.'s.  Through the Administrative
Services  Agreement,  the Company has exclusive  authority over decision  making
relating  to all major  on-going  operations.  The  Company  establishes  annual
operating and capital budgets for the P.A. and  compensation  guidelines for the
licensed medical professionals.  The Administrative  Services Agreements have an
initial term of forty years.  According to EITF 97-2,  the  application  of FASB
Statement No. 94 (Consolidation of All Majority-Owned Subsidiaries), and APB No.
16  (Business  Combinations),  the Company must  consolidate  the results of the
affiliated  practices with those of the Company.  All  significant  intercompany
accounts and transactions are eliminated in consolidation,  including management
fees.

The  method  of  computing  the  management  fees is  based on  billings  of the
affiliated practices less the amounts necessary to pay professional compensation
and  other  professional  expenses.  In all  cases,  these  fees  are  meant  to
compensate the Company for expenses incurred in providing covered services, plus
a profit.  These  interests are  unilaterally  salable and  transferable  by the
Company and fluctuate based upon the actual performance of the operations of the
professional corporation.

The P.A.  enters into  employment  agreements  with physicians for terms ranging
from one to ten years.  All  employment  agreements  have clauses that allow for
early termination of the agreement if certain events occur such as the loss of a
medical license.  Over 65% of the physicians employed by the P.A. are paid on an
hourly basis for time scheduled and worked at the medical  centers,  while other
physicians  are salaried.  A few of the physicians  have incentive  compensation
arrangements,  which are contractually  based upon factors such as productivity,
collections and quality.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and liabilities and revenues and expenses
and the disclosure of contingent  assets and  liabilities.  Actual results could
differ from those estimates and assumptions. Significant estimates are discussed
in the footnotes, as applicable, of the Form 10-KSB for the year ended September
30, 1998.

The Company operates as one segment.


EARNINGS PER SHARE

The computation of basic earnings  (loss) per share and diluted  earnings (loss)
per  share is in  conformity  with the  provisions  of  Statement  of  Financial
Accounting Standards No. 128.



<PAGE>


                                    PART I

                              FINANCIAL INFORMATION

                                   ITEM 2


MANAGEMENT'S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

The following  discussion and analysis  provides  information  which the Company
believes  is  relevant  to an  assessment  and  understanding  of the  Company's
consolidated  results of operations  and financial  condition.  This  discussion
should be read in conjunction  with the  consolidated  financial  statements and
notes thereto.

The  consolidated  financial  statements of the Company  include the accounts of
UCI,  UCI-SC,  UCI-GA and the  P.A.'s.  Such  consolidation  is  required  under
Emerging  Issues  Task  Force  (EITF)  97-2  as a  consequence  of  the  nominee
shareholder  arrangement  that exists with respect to each of the PA's.  In each
case,  the  nominee  (and sole)  shareholder  of the P.A.  has  entered  into an
agreement with UCI-SC or UCI-GA, as applicable, which satisfies the requirements
set forth in footnote 1 of EITF 97-2. Under the agreement,  UCI-SC or UCI-GA, as
applicable,  in its  sole  discretion,  can  effect  a  change  in  the  nominee
shareholder  at any time for a payment of $100 from the new nominee  shareholder
to the old nominee shareholder, with no limits placed on the identity of any new
nominee shareholder and no adverse impact resulting to any of UCI-SC,  UCI-GA or
the P.A. resulting from such change.

In addition to the nominee  shareholder  arrangements  described above,  each of
UCI-SC and UCI-GA has entered into  Administrative  Service  Agreements with the
P.A.'s.  As a  consequence  of the  nominee  shareholder  arrangements  and  the
Administrative  Service  Agreements,  the  Company  has  a  long-term  financial
interest in the affiliated practices of the P.A.'s.  According to EITF 97-2, the
application  of FASB  Statement  No.  94  (Consolidation  of All  Majority-Owned
Subsidiaries),  and  APB  No.  16  (Business  Combinations),  the  Company  must
consolidate the results of the affiliated practices with those of the Company.

The P.A.'s enter into  employment  agreements  with physicians for terms ranging
from one to ten years.  All  employment  agreements  have clauses that allow for
early termination of the agreement if certain events occur such as the loss of a
medical license.  Over 65% of the physicians  employed by the P.A.'s are paid on
an hourly basis for time scheduled and worked at the medical centers.  The other
physicians  are salaried.  A few of the physicians  have incentive  compensation
arrangements;  however,  no amounts  were  accrued or paid during the  Company's
three prior fiscal years that were  significant.  Any incentive  compensation is
based upon a  percentage  of  non-ancillary  collectible  charges  for  services
performed by a provider. Percentages range from 3% to 17% and vary by individual
employment  contract.  As of December 31, 1998 and 1997, the P.A.'s  employed 95
and 98 medical providers, respectively.

The net assets of the  P.A.'s are not  material  for any period  presented,  and
intercompany accounts and transactions have been eliminated.

The Company  does not  allocate all  indirect  costs  incurred at the  corporate
offices to the Centers on a center-by-center basis.  Therefore,  all discussions
below are intended to be in the aggregate for the Company as a whole.

Results of Operations
For the Three  Months  Ended March 31, 1999 as Compared to the Three Months
Ended March 31, 1998

Revenues of  $10,473,000  for the quarter  ending March 31, 1999 reflect an
increase of 22% from those of the quarter ending March 31, 1998.

This  increase in revenue is  attributable  to a number of factors.  The Company
engaged in expansion,  increasing  the number of medical  centers from 40 to 41.
This  expansion  included  the  addition  of seven  centers  in May 1998 and the
closure or  divestiture  of six  centers  during  fiscal  year  1998,  for a net
addition of one center. The seven additions were:
<TABLE>
<CAPTION>
<S>     <C>                               <C>                        <C> 

1.     Doctor's Care Stone Mountain        Atlanta, GA Region         Acquired in May 1998 from MainStreet
                                                                      Healthcare, Inc. as part of five centers in
                                                                      Atlanta, Georgia and two in Knoxville,
                                                                      Tennessee.

2.     Doctor's Care Tucker                Atlanta, GA Region         Acquired in May 1998 from MainStreet
                                                                      Healthcare, Inc. as part of five centers in
                                                                      Atlanta, Georgia and two in Knoxville,
                                                                      Tennessee.

     3. Doctor's Care Lawrenceville Atlanta, GA Region                Acquired in May 1998 from MainStreet 
                                                                      Healthcare,  Inc. as part of five centers in Atlanta, 
                                                                      Georgia and twoin Knoxville, Tennessee.

4.     Doctor's Care Austell               Atlanta, GA Region         Acquired in May 1998 from MainStreet
                                                                      Healthcare, Inc. as part of five centers in
                                                                      Atlanta, Georgia and two in Knoxville,
                                                                      Tennessee.

5.     Doctor's Care Snellville            Atlanta, GA Region         Acquired in May 1998 from MainStreet
                                                                      Healthcare, Inc. as part of five centers in
                                                                      Atlanta, Georgia and two in Knoxville,
                                                                      Tennessee.

6. Doctor's Care Knoxville West            Knoxville, TN Region       Acquired in May 1998 from MainStreet Healthcare, Inc. 
                                                                      as part of five centers in Atlanta, Georgia and
                                                                      two in Knoxville,  Tennessee.  

7. Doctor's Care Knoxville  North          Knoxville,  TN Region      Acquired in May 1998 from  MainStreet  Healthcare,  Inc. 
                                                                      as part of five centers in Atlanta, Georgia and two in 
                                                                      Knoxville, Tennessee.

The six closures or divestitures were:

1.     Doctor's Care Waccamaw              Myrtle Beach, SC Region    This acquired center (01/95) was closed
                                                                      effective September 1998 and the provider
                                                                      and patient records were transferred to the
                                                                      near-by Doctor's Care Strand Medical Center.

2.     Doctor's Care Camden                Columbia, SC Region        This acquired center (09/97) was closed in
                                                                      August 1998 and the provider and patient
                                                                      records were transferred to near-by Doctor's
                                                                      Care Wateree.

3.     Doctor's Surgical Group             Columbia, SC  Region       This start-up facility (06/93) was closed effective
                                                                      February 1998.

4.     Springwood Lake Family Practice     Columbia, SC Region        Acquired in August 1997 along with two more centers and
                                                                      were divested of (sold back to the seller on November 1, 1998)
                                                                      effective September 1998.


5.     Woodhill Family Practice            Columbia, SC Region        Acquired in August 1997 along with two more
                                                                      centers and were divested of (sold back to
                                                                      the seller on November 1, 1998) effective
                                                                      September 1998.

6.     Midtown Family Practice             Columbia, SC Region        Acquired in August 1997 along with two more
                                                                      centers and were divested of (sold back to
                                                                      the seller on November 1, 1998) effective
                                                                      September 1998.
</TABLE>

The revenue from the centers that were  operating  during the second  quarter of
fiscal  year 1999 but not  during the  second  quarter  of fiscal  year 1998 was
approximately  $1,168,000.  This increase in revenue would be offset by the loss
of revenue for the six centers  that were  operating  for all or portions of the
second  quarter of fiscal year 1998 but not during the second  quarter of fiscal
year 1999 of approximately  $910,000.  The net revenue increase of approximately
$258,000  represents  approximately  14% of the total  growth  from  quarter  to
quarter of $1,858,000.

The  remainder  of the growth in quarter  to  quarter  revenue of  approximately
$1,600,000 is the result of "same store" growth. Patient encounters increased to
approximately  134,000 in the second quarter of fiscal year 1999 from 119,000 in
the second quarter of fiscal year 1998.

During the past several  fiscal  years,  the Company has  continued its services
provided to members of HMOs.  In these  arrangements,  the Company,  through the
P.A.,  acts as the  designated  primary  caregiver  for members of HMOs who have
selected  one of the  Company's  centers  or  providers  as their  primary  care
provider.  In fiscal  year  1994,  the  Company  began  participating  in an HMO
operated by Companion HealthCare  Corporation ("CHC"), a wholly owned subsidiary
of Blue Cross Blue Shield of South Carolina  ("BCBS").  BCBS,  through CHC, is a
primary  stockholder of UCI. Including its arrangement with CHC, the Company now
participates  in four HMOs and is the primary  care  "gatekeeper"  for more than
19,000  lives at March 31, 1999.  Two of these HMOs use a capitation  scheme for
payments and two pay on a discounted fee-for-service basis. HMOs do not, at this
time, have a significant penetration into the South Carolina market. The Company
is not certain if there will be growth in the market  share of HMOs in the areas
in which it operates clinics.  Capitated  revenue  decreased from  approximately
$852,000 in the second quarter of fiscal year 1998 to approximately  $330,000 in
the second quarter of fiscal year 1999. This decline was primarily the result of
one of the "gatekeeper"  HMO's (Companion)  switching from a capitation  payment
method to a discounted  fee-for-service  method during the middle of fiscal year
1998.

The  Company  currently  negotiates  contracts  with  two  HMOs  for the  P.A.'s
physicians  to provide  health care on a capitated  reimbursement  basis.  Under
these contracts,  which typically are automatically  renewed on an annual basis,
the P.A.  physicians  provide  virtually  all covered  primary care services and
receives a fixed  monthly  capitation  payment from the HMOs for each member who
chooses a P.A.  physician as his or her primary care  physician.  The capitation
amount is fixed  depending  upon the age and sex of the HMO enrollee.  Contracts
with capitated HMOs accounted for  approximately 3% of the Company's net revenue
in the second  quarter of fiscal year 1999  compared to 11% the first quarter of
fiscal year 1998.

To the extent that enrollees  require more care than is  anticipated,  aggregate
capitation  payments may be insufficient to cover the costs  associated with the
treatment  of  enrollees.  No  capitation  contracts  currently  in place at the
Company  have been  determined  to be  insufficient  to cover  related  costs of
treatment.  Higher  capitation rates are typically  received for senior patients
because their medical needs are generally  greater and  consequently the cost of
covered care is higher.

Increased and sustained  revenues in fiscal years 1999 and 1998 also reflect the
Company's  heightened  focus on  occupational  medicine  and  industrial  health
services (these revenues are referred to as "employer paid" on the table below).
Focused marketing materials, including quarterly newsletters for employers, were
developed to spotlight the Company's services for industry.

The  following  table  breaks out the  Company's  revenue and patient  visits by
revenue source for the second quarter of fiscal years 1999 and 1998.
<TABLE>
<CAPTION>
<S>        <C>                                              <C>           <C>           <C>          <C>    

                                                                  Percent of                  Percent of
                              Payor                             Patient Visits                 Revenue
          ----------------------------------------------    ------------------------    -----------------------
                                                               1999         1998           1999        1998
                                                            ------------ -----------    ------------ ----------
                                                                19           22             19          23
          Patient Pay
                                                                13           13              8          10
          Employer Paid
                                                                11           12             10          11
          HMO
                                                                 8           9              11          12
          Workers Compensation
                                                                 9           9               6           6
          Medicare/Medicaid
                                                                33           30             35          31
          Managed Care Insurance
                                                                 7           5              11           7
          Other (Commercial Indemnity, Champus, etc.)
</TABLE>

An operating margin of $1,594,262 was earned during the second quarter of fiscal
1999 as compared to an operating  margin of $545,130  for the second  quarter of
fiscal 1998.

Management  believes  that this margin  improvement  is mainly the result of the
closure or divestiture of several  unprofitable  centers discussed above and the
reduction  of corporate  overhead  through  personnel  costs  reductions.  These
decisions were in part  attributable to increased  cost-cutting  pressures being
applied by  managed  care  insurance  payors  that  cover many of the  Company's
patients.  As managed care plans attempt to cut costs,  they typically  increase
the administrative burden of providers such as the Company by requiring referral
approvals and by requesting  hard copies of medical records before they will pay
claims.  The number of patients at the  Company's  Centers that are covered by a
managed  care  plan  versus a  traditional  indemnity  plan  continues  to grow.
Management expects this trend to continue.

Depreciation  and  amortization  expense  increased  to  $492,000  in the second
quarter of fiscal 1999, up from  $422,000 in the second  quarter of fiscal 1998.
This  increase  reflects  higher  depreciation  expense as a result of leasehold
improvements  and  equipment  upgrades  at a  number  of the  Company's  medical
centers,  as  well  as an  increase  in  amortization  expense  related  to  the
intangible assets acquired from the Company's  purchase of existing practices as
noted above.  Interest expense  increased from $277,000 in the second quarter of
fiscal  1998 to $379,000 in the second  quarter of fiscal  1999  primarily  as a
result of the interest costs  associated with the  indebtedness  incurred in the
Company's  purchase  of  these  assets  and  centers  and for the  usage  of the
operating line of credit.

For the Six Months Ended March 31, 1999 as Compared to the Six Months Ended
March 31, 1998

Revenues  of  $20,154,000  reflect an  increase  of 21% from the same  period in
fiscal year 1998 and is  attributable  to the  expansion,  marketing and line of
business factors discussed above.  Patient  encounters  increased to 261,000 for
the six months  ended March 31, 1999 from 234,000 for the six months ended March
31, 1998.

Financial Condition at March 31, 1999

Cash and cash equivalents  increased by $29,000 during the six months ended
March 31, 1999 primarily as a result of the margin improvement.

Accounts  receivable as of March 31, 1999 increased 3% compared to September 30,
1998,  reflecting  the  addition of the new  centers  and the overall  growth in
patient visits to existing centers.

The  reduction  in the  excess of cost over fair value of assets  acquired  from
September 30, 1998 as compared to March 31, 1999 is  attributable to the closure
or  divestiture  of the  centers  noted above and the  write-off  of the related
goodwill  in fiscal  year 1998 as well as  amortization  expense  during the six
months ended March 31, 1999.

Long-term debt  decreased from  $11,989,000 at September 30, 1998 to $10,494,000
at  March  31,  1999  primarily  as a  result  of  indebtedness  retired  in the
divestiture  of  the  three  Family  Practice  Centers  discussed  earlier.  The
Company's line of credit balance was also temporarily lower at March 31, 1999 as
compared to  September  30,  1998.  This balance  fluctuates  daily.  Management
believes  that it will be able to fund  debt  service  requirements  out of cash
generated through operations.

The Company acquired  substantially  all of the assets of MainStreet  Healthcare
("MHC") effective for accounting purposes as of May 1, 1998 ("the Acquisition").
As partial  consideration  for the Acquisition,  the Company delivered to MHC at
the closing a Conditional Delivery Agreement which required the Company to issue
to MHC 2,901,396  shares of the common stock of the Company upon the approval to
increase  the number of  authorized  shares of the Company by the  shareholders.
These shares were  recorded as "Common  stock to be issued" on the September 30,
1998 balance sheet.  Shareholder  approval was obtained at the February 24, 1999
shareholder  meeting and the  liability  has been  reclassified  to  stockholder
equity on the March 31, 1999 balance sheet.

Overall,  the Company's current assets exceeded its current liabilities at March
31, 1999 by $1,469,000.



<PAGE>


Liquidity and Capital Resources

The Company requires  capital  principally to fund growth (acquire new Centers),
for working capital needs and for the retirement of indebtedness.  The Company's
capital  requirements  and  working  capital  needs have been  funded  through a
combination  of external  financing  (including  bank debt and proceeds from the
sale of common stock to CHC and CP&C), and credit extended by suppliers.

The  Company  has  a  $7,000,000   bank  line  of  credit  with  an  outstanding
indebtedness of  approximately  $3,493,000 at March 31, 1999. The line of credit
bears interest of prime plus 2.5% with a maturity of March 2000. (Prime rate was
8.25% as of September  30, 1998.) The line of credit is used to fund the working
capital needs of the Company's expansion. This debt was classified as current at
September  30, 1998 due to a technical  covenant  default  that was  resolved in
January 1999 with the lender and is, therefore, reclassified as long-term at the
December 31, 1998 and March 31, 1999 balance sheet dates.

As of March 31,  1999,  the  Company  had no  material  commitments  for capital
expenditures.

Operating activities produced $947,000 of cash during the six months ended March
31,  1999,  compared  with using  $304,000  during the same  period in the prior
fiscal year.  This  improvement  was mainly the result of the improvement in the
operating margin and in accounts receivable collections.

Investing activities used only $45,000 in cash during the six months ended March
31,  1999  mainly as the  result of the  Company  selling a piece of  investment
property for  approximately  $225,000 (sold for  approximately the recorded book
value).

Financing  activities  utilized $873,000 in cash during the six month period for
debt  reduction.  Approximately  $300,000 of this was temporary in nature due to
the daily fluctuation of the primary line of credit.

The Year 2000

It is possible that the Company's currently installed computer systems, or other
business systems, or those of the Company's vendors,  working either alone or in
conjunction  with other  software or systems,  will not accept input of,  store,
manipulate or output dates in the years 1999,  2000 or thereafter  without error
or interruption  (commonly  known as the "Year 2000"  problem).  The Company has
conducted a review of its business systems, including its computer systems, on a
system-by-system  basis,  and is querying  third  parties  with whom it conducts
business as to their progress in identifying and addressing  problems that their
computer  systems may face in correctly  processing date information as the Year
2000 approaches and is reached.

The Company has determined that its general  accounting  systems (which includes
invoicing,  accounts  receivable,  payroll,  etc.) must be  upgraded to make the
systems Year 2000  compliant.  The Company  estimates that the cost of upgrading
these accounting systems will be approximately $50,000 and that the upgrade will
be  completed  before the end of fiscal  year 1999.  As of March 31,  1999,  the
Company had expended approximately $10,000 to remedy this problem.

The Company is continuing to review its information  technology  ("IT") hardware
and software, including personal computers, application and network software for
Year 2000  compliance  readiness.  The  review  process  entails  evaluation  of
hardware/software  and  testing.  The  Company  believes  its IT review  will be
completed by the end of fiscal year 1999.  While the review  process is ongoing,
the  Company  believes  that the cost to bring  its IT  systems  into  Year 2000
compliance  will  be  under  $20,000  and  it  does  not  foresee  any  material
difficulties with completing the necessary changes prior to January 1, 2000.

The  Company  expects  that  its  review  of  non-IT  systems  (including  voice
communications)  will be  completed  before  the end of fiscal  year  1999.  The
estimated  costs to remedy  non-IT  systems is not expected to be material.  The
Company  expects that the source of funds for evaluation and remediation of Year
2000 compliance issues will be cash flow from operations.

The Company believes that its most  significant  internal risk posed by the Year
2000 Problem is the possibility of a failure of its accounting  systems.  If the
accounting  systems were to fail,  the Company  would have to  implement  manual
processes,  which may slow the  timeliness of  information  needed to manage the
business.  As discussed above, the Company plans to avoid this risk by upgrading
its  accounting  systems;  however,  there can be no assurance that such actions
will avoid problems that may arise.

The third parties whose Year 2000 problems could have the greatest effect on the
Company  are  believed by the Company to be banks that  maintain  the  Company's
depository   accounts'  credit  card  processing   systems   (including  related
telecommunication  systems), the companies which supply the Company with medical
supplies,  and the insurance company payors for the Company's  patients' medical
claims.

The Company has not yet  established a "contingency  plan" to address  potential
Year 2000  problems  and is  currently  considering  the extent to which it will
develop a formal contingency plan.

There can be no assurance  that the Company will identify all Year 2000 problems
in its computer systems or those of third parties in advance of their occurrence
or that the Company will be able to  successfully  remedy any problems  that are
discovered.  The expenses of the Company's  efforts to identify and address such
problems, or the expenses or liabilities to which the Company may become subject
as a result  of such  problems,  could  have a  material  adverse  effect on the
Company's business,  financial condition and results of operations.  Maintenance
or modification costs will be expensed as incurred.

Advisory Note Regarding Forward-Looking Statements

Certain  of the  statements  contained  in  this  PART I,  Item 2  (Management's
Discussion and Analysis of Financial  Condition and Results of Operations)  that
are not  historical  facts are  forward-looking  statements  subject to the safe
harbor  created by the Private  Securities  Litigation  Reform Act of 1995.  The
Company  cautions  readers  of this  Quarterly  Report  on Form  10-Q  that such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially  different from those  expressed or implied by such
forward-looking  statements.  Although the  Company's  management  believes that
their  expectations of future  performance  are based on reasonable  assumptions
within the bounds of their knowledge of their business and operations, there can
be no  assurance  that  actual  results  will not differ  materially  from their
expectations.   Factors  which  could  cause  actual   results  to  differ  from
expectations  include,  among other things,  the difficulty in  controlling  the
Company's  costs of  providing  healthcare  and  administering  its  network  of
Centers;  the  possible  negative  effects  from  changes in  reimbursement  and
capitation  payment  levels  and  payment  practices  by  insurance   companies,
healthcare plans, government payors and other payment sources; the difficulty of
attracting  primary care  physicians;  the increasing  competition  for patients
among healthcare providers; possible government regulations negatively impacting
the existing  organizational  structure of the  Company;  the possible  negative
effects of prospective  healthcare  reform;  the challenges and uncertainties in
the  implementation  of the Company's  expansion and development  strategy;  the
dependence  on  key  personnel,   the  ability  to  successfully  integrate  the
management  structures  and  consolidate  the  operations  of recently  acquired
entities or practices with those of the Company,  and other factors described in
this report and in other  reports filed by the Company with the  Securities  and
Exchange Commission.

<PAGE>

                                   ITEM 3


            QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

The Company is exposed to changes in interest rates primarily as a result of its
borrowing   activities,   which  includes   credit   facilities  with  financial
institutions  used  to  maintain  liquidity  and  fund  the  Company's  business
operations, as well as notes payable to various third parties in connection with
certain  acquisitions  of property and  equipment.  The nature and amount of the
Company's  debt may vary as a result of  future  business  requirements,  market
conditions and other factors.  The definitive  extent of the Company's  interest
rate risk is not  quantifiable  or  predictable  because of the  variability  of
future interest rates and business financing requirements.  The Company does not
currently use derivative  instruments to adjust the Company's interest rate risk
profile.

Approximately  $6,000,000 of the Company's debt at March 31, 1999 was subject to
fixed interest  rates and principal  payments.  Approximately  $4,000,000 of the
Company's debt at March 31, 1999 was subject to variable  interest rates.  Based
on the  outstanding  amounts  of  variable  rate  debt at March  31,  1999,  the
Company's  interest expense on an annualized basis would increase  approximately
$40,000 for each increase of one percent in the prime rate.

The  Company  does  not  utilize  financial  instruments  for  trading  or other
speculative purposes, nor does it utilize leveraged financial instruments.



<PAGE>



                                     PART II

                                OTHER INFORMATION



Item 1            Legal Proceedings

                  The  Company is not a party to any  pending  litigation  other
                  than  routine  litigation  incidental  to the business or that
                  which is immaterial in amount of damages sought.

Item 2            Changes in Securities

                  During the three months ended March 31, 1999,  the  securities
                  identified   below  were   issued  by  the   Company   without
                  registration  under the  Securities Act of 1933. In each case,
                  all of the  securities  were issued  pursuant to the exemption
                  from  registration  contained  in Section 4(2) and Rule 506 of
                  Regulation D of the  Securities  Act of 1933 as a transaction,
                  not involving a general  solicitation,  in which the purchaser
                  was purchasing for investment.  The Company believes that each
                  purchaser  was given or had access to detailed  financial  and
                  other  information  with respect to the Company and  possessed
                  requisite financial sophistication.

                  On February  24,  1999,  the Company  issued an  aggregate  of
                  2,01,396  shares of its Common Stock to MainStreet  Healthcare
                  Corporation  ("MHC")  pursuant  to the terms of a  Conditional
                  Delivery  Agreement  dated  May  13,  1998  between  MHC and a
                  subsidiary of the Company.  The Conditional Delivery Agreement
                  was executed in connection with the closing on May 13, 1998 of
                  the  Acquisition  by the Company of  substantially  all of the
                  assets  and  certain  of the  liabilities  of MHC.  The shares
                  issued  pursuant to the  Conditional  Delivery  Agreement were
                  issued as partial  payment of the purchase price in connection
                  with the Acquisition from MHC.

                  On March 3, 1999,  the Company  issued  common stock  purchase
                  warrants for the purchase of 150,000  shares of the  Company's
                  common  stock  to  Allen  &  Company  as  partial  payment  of
                  financial   advisory  and  placement  agent  services  fee  in
                  connection  with the Company's  May 1998 private  placement of
                  common stock.  The warrants are exercisable at any time during
                  their five-year term at a price per share of $1.00.

                  On March 8, 1999,  the Company  issued  common stock  purchase
                  warrants for the purchase of 150,000  shares of the  Company's
                  common  stock to Laidlaw  Global  Securities,  Inc. as partial
                  payment  of  certain  financial   advisory  services  fees  in
                  connection  with the Company's  May 1998 private  placement of
                  common stock.  The warrants are exercisable at any time during
                  their five-year term at a price per share of $1.50.


Item 3            Defaults upon Senior Securities

                  This item is not applicable.

Item 4            Submission of Matters to a Vote of Security Holders

                  On February 24, 1999, the annual  meeting of the  shareholders
                  of the Company was held and the following actions were taken:


<PAGE>



                  The shares of Common  Stock  represented  at the meeting  were
                  voted to approve  the  issuance  of shares of Common  Stock in
                  connection  with  the  Company's  acquisition  in May  1998 of
                  substantially  all of the assets and  certain  liabilities  of
                  MainStreet Healthcare Corporation as follows:

              Number
              Voting             For           Against          Abstain
           -------------     ------------     -----------      -----------
             4,547,226         4,305,332        238,020           3,874

                  The shares of Common  Stock  represented  at the meeting  were
                  voted to approve the  issuance of the  Warrants in  connection
                  with the Company's May 1998 Private  Placement of Common Stock
                  as follows:

              Number
              Voting             For           Against          Abstain
           -------------     ------------     -----------      -----------
             4,547,226         4,302,426        237,817           6,983

                  The shares of Common  Stock  represented  at the meeting  were
                  voted to approve an amendment to the Company's  Certificate of
                  Incorporation  to  increase  the  authorized  shares of Common
                  Stock from 10 million shares to 50 million shares as follows:

              Number
              Voting             For           Against          Abstain
           -------------     ------------     -----------      -----------
            4,547,227         4,384,229        159,214           3,784

The shares of Common Stock  represented  at the meeting were voted to elect
A. Wayne  Johnson,  Ashby M. Jordan,  M.D. and John M. Little,  Jr., M.D. to the
Board of Directors for terms expiring in 2001, as follows:

                              Number                          Withhold
                              Voting           For           Approval
                             ------------    ------------    -------------

A. Wayne Johnson             5,238,194       4,990,619          247,575
Ashby M. Jordan, M.D.        5,238,194       5,046,533          191,661
John M. Little, Jr., M.D.    5,238,194       5,046,533          191,661

Four  other  Directors,  Harold  H.  Adams,  Jr.,  Thomas G.  Faulds,  M.F.
McFarland,  III,  M.D.,  and Charles M. Potok whose terms expire in 1999,  1999,
2000 and 2000, respectively, continued to serve as elected.

                  The shares of Common  Stock  represented  at the meeting  were
                  voted to approve the adoption of the 1999 Stock Incentive Plan
                  for  officers,   directors,   employees  and  consultants,  as
                  follows:


                 Number
                 Voting             For           Against          Abstain
              -------------     ------------     -----------      -----------
               4,547,227         4,487,285         58,760           1,182

                  The shares of Common  Stock  represented  at the meeting  were
                  voted against the one-for-five reverse stock split as follows:


                 Number
                 Voting             For           Against          Abstain
              -------------     ------------     -----------      -----------
               5,238,194         1,434,071       3,803,347           776

                  The shares of Common  Stock  represented  at the meeting  were
                  voted to ratify the appointment of PricewaterhouseCoopers  LLP
                  as  independent  auditors  for the Company for the fiscal year
                  ended September 30, 1998, as follows:


                 Number
                 Voting             For           Against          Abstain
              -------------     ------------     -----------      -----------
               5,238,195         5,229,117         7,647            1,431


Item 5            Other Information

                  This item is not applicable.

Item 6            Exhibits and Reports on Form 8-K

                  (a) Exhibits.  The exhibits  included on the attached  Exhibit
Index are filed as part of this report.

                  (b)  Reports on Form 8-K.

                      None.



<PAGE>




                                    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., CPA
Marion F. McFarland, III, M.D.          Jerry F. Wells, Jr., CPA
President, Chief Executive Officer,     Executive Vice President of Finance,
and Chairman of the Board               Chief Financial Officer, and
                                        Principal Accounting Officer




Date:  May 10, 1999


<PAGE>



                           UCI MEDICAL AFFILIATES, INC.
                                  EXHIBIT INDEX


<TABLE>
<CAPTION>
<S>                 <C>                                                      <C> 
EXHIBIT NUMBER
                                         DESCRIPTION                                      PAGE NUMBER
----------------    -------------------------------------------------------   -------------------------------------

      27            Financial Data Schedule                                   Filed separately as Article Type 5
                                                                              via Edgar
</TABLE>

<PAGE>