SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   Form 10-QSB

(Mark One)

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

For the quarterly period ended:     December 31, 1998

(  )     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 Identification No.)
  or organization)

 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:

  6,749,119 shares of $.05 common stock outstanding at January 31, 1999

  Transitional Small Business Disclosure Format (check one): ( )Yes ( X ) No

<PAGE>


                          UCI MEDICAL AFFILIATES, INC.

                                      INDEX
<TABLE>

<S>              <C>                                                                          <C> 
                                                                                                   Page
                                                                                                 Number

PART I            FINANCIAL INFORMATION

                  Item 1   Financial Statements

                           Consolidated Balance Sheets - December 31, 1998
                           and September 30, 1998                                                  3

                           Consolidated Statements of Operations for the quarters
                           ended December 31, 1998 and December 31, 1997                           4

                           Consolidated Statements of Cash Flows for the quarters
                           ended December 31, 1998 and December 31, 1997                           5

                           Notes to Consolidated Financial Statements                              6

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


PART II           OTHER INFORMATION

                  Items 1-6                                                                  14 - 15


SIGNATURES                                                                                        16

</TABLE>



<PAGE>


                          UCI Medical Affiliates, Inc.
                           Consolidated Balance Sheets
<TABLE>

<S>                                                                 <C>                     <C> 
                                                                     December 31, 1998        September 30,
                                                                                                  1998
                                                                     -------------------    ------------------
                                                                         (unaudited)              (audited)
Assets
Current assets
   Cash and cash equivalents                                           $        384,613       $       335,923
   Accounts receivable, less allowance for doubtful accounts
       of $3,003,568 and $3,758,771                                           8,697,178             8,788,620
   Inventory                                                                    490,341               539,564
   Prepaid expenses and other current assets                                    514,660               875,409
                                                                     -------------------       --------------
Total current assets                                                         10,086,792            10,539,516

Property and equipment less accumulated depreciation of
   $4,029,986 and $3,762,865                                                  5,055,773             5,475,051
Excess of cost over fair value of assets acquired, less
   accumulated amortization of $2,082,927 and $2,097,149                      9,267,487             9,944,039
Other assets                                                                     41,501               243,677
                                                                     -------------------    ------------------
Total Assets                                                             $   24,451,553         $  26,202,283
                                                                     ===================    ==================

Liabilities and Stockholders' Equity
Current liabilities
   Current portion of long-term debt                                    $     2,114,883        $    5,540,552
   Current portion of long-term debt payable to employees                        44,377               190,452
   Accounts payable                                                           5,600,072             5,283,023
   Accrued salaries and payroll taxes                                         1,236,107             1,837,880
   Other accrued liabilities                                                  1,326,167             1,406,033
                                                                                          
                                                                     -------------------        -------------
Total current liabilities                                                    10,321,606            14,257,940

Long-term debt, net of current portion                                        8,124,025             5,755,502
Long-term debt payable to employees, net of current portion                      65,470               501,783
Common stock to be issued                                                     4,700,262             4,700,262
                                                                     -------------------    ------------------
Total Liabilities                                                            23,211,363            25,215,487
                                                                     -------------------    ------------------

Commitments and contingencies                                                         0                     0

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- 6,749,119 and 7,299,245 shares                    337,456               364,962
   Paid-in capital                                                           17,168,436            17,364,263
   Accumulated deficit                                                     (16,265,702)          (16,742,429)
                                                                     -------------------    ------------------
Total Stockholders' Equity                                                    1,240,190               986,796
                                                                     -------------------    ------------------

Total Liabilities and Stockholders' Equity                               $   24,451,553        $   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>

<S>                                                            <C>                    <C>
                                                                  Three Months Ended December 31,
                                                                    1998                    1997
                                                             --------------------     ------------------

Revenues                                                           $   9,681,398         $    8,077,876
Operating costs                                                        8,337,860              8,243,266
                                                             --------------------     ------------------
Operating margin                                                       1,343,538              (165,390)

General and administrative expenses                                       17,817                 25,434
Depreciation and amortization                                            480,513                406,168
                                                             --------------------     ------------------
Income (loss) from operations                                            845,208              (596,992)

Other income (expense)
   Interest expense, net of interest income                            (368,481)              (279,351)
   Gain (loss) on disposal of equipment                                        0                  (439)
                                                             --------------------     ------------------
Other income (expense)                                                 (368,481)              (279,790)

Income (loss) before benefit (provision ) for
   income taxes                                                          476,727              (876,782)
Benefit (provision )for income taxes                                           0                  (558)
                                                             --------------------     ------------------

Net income (loss)                                                 $      476,727         $    (877,340)
                                                               ==================    ===================

Basic earnings (loss) per share                               $              .07         $        (.15)
                                                             ====================     ==================

Basic weighted average common shares outstanding                       6,934,517              6,041,980
                                                             ====================     ==================

Diluted earnings (loss) per share                             $              .07         $         (.14)
                                                             ====================     ==================

Diluted weighted average common shares outstanding                     6,934,574              6,061,945
                                                             ====================     ==================
</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>

<S>                                                              <C>                  <C> 
                                                                   Three Months Ended December 31,
                                                                      1998                 1997
                                                                ------------------    ----------------
Operating activities:
Net income (loss)                                                   $     476,727     $     (877,340)
Adjustments to reconcile net income (loss) to net
   cash provided by  (used-in) operating activities:
      (Gain) loss on disposal of equipment                                      0                 439
      Provision for losses on accounts receivable                         387,238             244,613
      Depreciation and amortization                                       480,513             406,168
Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                           (268,722)           (899,080)
   (Increase) decrease in inventory                                             0            (35,508)
   (Increase) decrease in prepaid expenses and other
      current assets                                                      202,177            (50,435)
   Increase (decrease) in accounts payable and accrued
      expenses                                                          (420,680)             562,078
                                                                   ----------------  ----------------

Cash provided by (used in) operating activities                           857,253           (649,065)
                                                                ------------------    ----------------

Investing activities:
Purchases of property and equipment                                     (125,658)           (289,260)
Acquisitions of goodwill                                                 (62,674)           (106,863)
(Increase) decrease in other assets                                       360,749                   0
                                                                 ----------------     ------------------

Cash provided by (used in) investing activities                           172,417           (396,123)
                                                                ------------------    ----------------

Financing activities:
Net borrowings (payments) under line-of-credit agreement                (519,938)           (125,921)
Increase in long-term debt                                                      0           1,500,000
Payments on long-term debt                                              (461,042)           (343,567)
                                                                ------------------    ----------------

Cash provided by (used in) financing activities                         (980,980)           1,030,512
                                                                ------------------    ----------------

Increase (decrease) in cash and cash equivalents                           48,960            (14,676)
Cash and cash equivalents at beginning of period                          335,923              14,676
                                                                ------------------    ----------------

Cash and cash equivalents at end of period                         $      384,613         $         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  period ended  December 31, 1998 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 have 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.



<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 have 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

     Revenues of $9,681,000  for the quarter ended  December 31, 1998 reflect an
increase of 20% from those of the quarter ended December 31, 1997.

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.



<PAGE>


The seven additions were:
<TABLE>

<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 two in
                                                                      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.
</TABLE>

The six closures or divestitures were:
<TABLE>

<S>   <C>                                 <C>                        <C> 
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 first  quarter of
fiscal  year 1999 but not  during  the  first  quarter  of fiscal  year 1998 was
approximately  $1,242,000.  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
first  quarter of fiscal  year 1998 but not  during the first  quarter of fiscal
year  1999 of  approximately  $590,000.  The  net  difference  of  approximately
$652,000  represents  approximately  41% of the total  growth  from  quarter  to
quarter of $1,603,000.

The  remainder  of the growth in quarter  to  quarter  revenue of  approximately
$951,000 is the result of "same store" growth.  Patient encounters  increased to
approximately  127,000 in the first  quarter of fiscal year 1999 from 115,000 in
the first quarter of fiscal year 1998.

During the past three  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 December 31, 1998. 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
$900,000 in the first quarter of fiscal year 1998 to  approximately  $360,000 in
the first quarter of fiscal year 1999.  This decline was primarily the result of
one of the "gatekeeper"  HMO's (Companion)  switching from a capitation  payment
scheme to a discounted  fee-for-service  scheme 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
receive 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 4% of the Company's net revenue
in the first  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 1998 and 1997 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.



<PAGE>


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

<S>       <C>                                               <C>           <C>          <C>           <C> 
                                                                  Percent of                  Percent of
                              Payor                             Patient Visits                 Revenue
          ----------------------------------------------    ------------------------    -----------------------
                                                               1999         1998           1999        1998
                                                            ------------ -----------    ------------ ----------
                                                                19           23             19          24
          Patient Pay
                                                                11           10              8           8
          Employer Paid
                                                                10           13             10          13
          HMO
                                                                 8           8              12          11
          Workers Compensation
                                                                10           11              7           7
          Medicare/Medicaid
                                                                34           30             34          30
          Managed Care Insurance
                                                                 8           5              10           7
          Other (Commercial Indemnity, Champus, etc.)
</TABLE>

An operating  margin of $1,344,000 was earned during the first quarter of fiscal
1999 as compared to an operating  deficit of $165,000  for the first  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 $481,000 in the first quarter
of fiscal  1999,  up from  $406,000 in the first  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 $279,000 in the first quarter of
fiscal  1998 to  $368,000 in the first  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.

Financial Condition at December 31, 1998

     Cash and cash  equivalents  increased by $49,000  during the quarter  ended
December 31, 1998 mainly as a result of the margin improvement.

Accounts  receivable  decreased  slightly  during  the  quarter,  reflecting  an
increased emphasis on collections during the quarter.

The reduction in goodwill is  attributable  to the closure or divestiture of the
centers  noted above and the  write-off  of the related  goodwill in fiscal year
1998.

Long-term debt  decreased from  $11,989,000 at September 30, 1998 to $10,348,000
at  December  31,  1998  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 quarter end. This
balance fluctuates daily.  Management believes that it will be able to fund debt
service requirements out of cash generated through operations.




<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  $3,200,000  at December 31,  1998.  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 with the lender during the quarter ended December 31, 1998 and is,
therefore, reclassified as long-term at December 31, 1998.  

As of December 31,  1998,  the Company had no material  commitments  for capital
expenditures.

Operating  activities  produced  $857,000  of cash  during the first  quarter of
fiscal  year 1999,  compared  with using  $649,000  during the first  quarter of
fiscal year 1998.  This  improvement was mainly the result of the improvement in
the operating margin and in accounts receivable collections.

Investing  activities  produced  $172,000  in cash  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  $981,000  in cash  during the  quarter for debt
reduction.  Approximately  $500,000 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 December 31, 1998,  the
Company had expended approximately $5,000 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-QSB  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>



                                     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

                  This item is not applicable.


Item 3            Defaults upon Senior Securities

                  This item is not applicable.


Item 4            Submission of Matters to a Vote of Security Holders

                  This item is not applicable.


Item 5            Other Information

                  This item is not applicable.




<PAGE>


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.

                      The  Company  filed a Form  8-K/A on October  13,  1998 to
                      amend  the Form 8-K  filed on  February  17,  1998 and the
                      Forms 8-K/A filed on April 20, 1998,  May 28,  1998,  July
                      24, 1998 and August 13, 1998,  all of which related to the
                      Acquisition  Agreement  and Plan of  Reorganization  dated
                      February  9,  1998 by and among  UCI  Medical  Affiliates,
                      Inc., UCI Medical Affiliates of Georgia,  Inc., MainStreet
                      Healthcare  Corporation  and  certain  of  its  affiliated
                      entities.  The Form 8-K/A was filed to include the revised
                      pro forma financial  statements required by Item 7 of Form
                      8-K.

                      The  Company  filed a Form  8-K/A on  December  7, 1998 to
                      amend  the Form 8-K  filed on  February  17,  1998 and the
                      Forms 8-K/A filed on April 20, 1998,  May 28,  1998,  July
                      24, 1998,  August 13, 1998,  and October 13, 1998,  all of
                      which  related to the  Acquisition  Agreement  and Plan of
                      Reorganization  dated  February  9,  1998 by and among UCI
                      Medical  Affiliates,   Inc.,  UCI  Medical  Affiliates  of
                      Georgia,   Inc.,  MainStreet  Healthcare  Corporation  and
                      certain  of its  affiliated  entities.  The Form 8-K/A was
                      filed to include an additional exhibit to the Form 8-K.












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



Date:  February 9, 1999


<PAGE>


                          UCI MEDICAL AFFILIATES, INC.
                                  EXHIBIT INDEX

<TABLE>

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

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