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

(Mark One)

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

For the quarterly period ended:                      June 30, 2000

(  )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
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
                           Issuers telephone number

        (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 issuers  classes of
common equity, as of the latest practicable date:

     9,650,515 shares of $.05 common stock outstanding at August 18, 2000

                               UCI MEDICAL AFFILIATES, INC.

                                                     INDEX

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

                                                                                                   Page
                                                                                                 Number

PART I            FINANCIAL INFORMATION

                  Item 1   Financial Statements

                           Condensed Consolidated Balance Sheets - June 30, 2000
                           and September 30, 1999                                                        3

                           Condensed Consolidated Statements of Operations for the quarters and
                           the nine months ending June 30, 2000 and June 30, 1999                        4

                           Condensed Consolidated Statements of Cash Flows for the nine months
                           ending June 30, 2000 and June 30, 1999                                        5

                           Notes to Condensed Consolidated Financial Statements           6 -  8

                  Item 2   Managements Discussion and Analysis of Financial
                           Condition and Results of Operations                            9- 14

                  Item 3   Quantitative and Qualitative Disclosures about Market Risk                  15


PART II           OTHER INFORMATION

                  Items 1-6                                                                           16


SIGNATURES                                                                                            17


EXHIBIT INDEX                                                                                18
</TABLE>

                           UCI Medical Affiliates, Inc.

                   Condensed Consolidated Balance Sheets
<TABLE>
<S>                                                              <C>                      <C>
                                                                  June 30, 2000            September 30, 1999
                                                                  --------------------     ----------------------
                                                                      (unaudited)                (audited)
Assets
Current assets
   Cash and cash equivalents                                               $   19,094                 $   66,159
   Accounts receivable, less allowance for doubtful accounts
       of $1,304,726 and $1,482,522                                         7,857,059                  8,399,743
   Inventory                                                                  594,027                    590,318
   Prepaid expenses and other current assets                                  784,809                    748,467
                                                                  --------------------     ----------------------
Total current assets                                                        9,254,989      ---------------------
                                                                                                       9,804,687

Property and equipment, less accumulated depreciation of
   $5,794,848 and $4,921,458                                                4,600,300                  4,796,643
Excess of cost over fair value of assets acquired, less
   accumulated amortization of $2,512,437 and $2,650,249                    4,699,707                  8,711,255
Other assets                                                                   41,500                     41,500
                                                                  --------------------     ----------------------
Total Assets                                                              $18,596,496               $ 23,354,085
                                                                  ====================     ======================

Liabilities and Stockholders Equity
Current liabilities
   Book overdraft                                                          $  957,094                 $  803,257
   Current portion of long-term debt                                        4,391,445                  4,557,797
   Accounts payable                                                         3,861,841                  3,341,712
   Accrued salaries and payroll taxes                                       3,364,486                  2,292,542
   Other accrued liabilities                                                1,083,050      ---------------------
                                                                                                       1,098,859
                                                                                           ----------------------
                                                                  --------------------
Total current liabilities                                                  13,657,916                 12,094,167

Long-term debt, net of current portion                                      4,365,199                  4,886,435
                                                                  --------------------     ----------------------
Total Liabilities                                                          18,023,115                 16,980,602
                                                                  --------------------     ----------------------

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 9,650,515 shares                  482,526                    482,526
   Paid-in capital                                                         21,723,628                 21,723,628
   Accumulated deficit                                                   (21,632,773)               (15,832,671)
                                                                  --------------------     ----------------------
Total Stockholders Equity                                                    573,381                  6,373,483
                                                                  --------------------     ----------------------
Total Liabilities and Stockholders Equity                                $18,596,496               $ 23,354,085
                                                                  ====================     ======================
</TABLE>


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

                           UCI Medical Affiliates, Inc.

              Condensed Consolidated Statements of Operations
                                (unaudited)

<TABLE>
<S>                                                  <C>                 <C>                  <C>                  <C>
                                                         Three Months Ended June 30,               Nine Months Ended June 30,
                                                     -------------------------------------    -------------------------------------
                                                          2000                 1999                 2000                1999
                                                     ----------------    -----------------    -----------------    ----------------

Revenues                                                  $9,815,072           $9,956,512          $30,781,926        $ 30,110,753
Operating costs                                            9,675,552            8,852,797           29,747,531          26,069,237
                                                     ----------------    -----------------    -----------------    ----------------
Operating margin                                             139,520            1,103,715            1,034,395           4,041,516

General and administrative expenses                           22,084               24,777               70,426              68,428
Realignment and other expenses                               491,000                    0              491,000                   0
Impairment of goodwill                                             0                    0            3,567,376                   0
Depreciation and amortization                                395,890              495,532            1,332,767           1,467,715
                                                     ----------------    -----------------    -----------------    ----------------
Income (loss) from operations                              (769,454)              583,406          (4,427,174)           2,505,373

Other expense
   Interest expense, net of interest income                (483,076)            (311,849)          (1,372,929)         (1,059,763)
   Loss on disposal of equipment                                   0              (3,468)                    0            (65,245)
                                                     ----------------    -----------------    -----------------    ----------------
Other expense                                              (483,076)            (315,317)          (1,372,929)         (1,125,008)

Income (loss) before benefit (provision )for
   income taxes                                          (1,252,530)              268,089          (5,800,103)           1,380,365
Benefit (provision )for income taxes                               0                    0                    0                   0
                                                     ----------------    -----------------    -----------------    ----------------

Net income (loss)                                       $(1,252,530)            $ 268,089         $(5,800,103)         $ 1,380,365
                                                                         =================    =================    ================
                                                     ================

Basic earnings (loss) per share                            $   (.13)              $   .03            $   (.60)           $     .17
                                                     ================    =================    =================    ================

Basic weighted average common shares
  outstanding                                              9,650,515            9,650,515            9,650,515           8,161,360
                                                     ================    =================    =================    ================

Diluted earnings (loss) per share                         $    (.13)              $   .03            $   (.60)           $     .17
                                                     ================    =================    =================    ================

Diluted weighted average common shares
  outstanding                                              9,657,675            9,657,734            9,657,016           8,167,747
                                                     ================    =================    =================    ================
</TABLE>


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


                       UCI Medical Affiliates, Inc.

          Condensed Consolidated Statements of Cash Flows

                             (unaudited)


<TABLE>
<S>                                                              <C>
                                                                                         <C>
                                                                         Nine Months Ended June 30,
                                                                 ----------------------------------------
                                                                       2000                  1999
                                                                 ------------------    ------------------
Operating activities:
Net income (loss)                                                     $(5,800,103)            $1,380,365
Adjustments to reconcile net income (loss) to net
   cash provided by  (used-in) operating activities:
      (Gain) loss on disposal of equipment                                       0                65,245
      Provision for losses on accounts receivable                        2,444,356             1,270,585
      Depreciation and amortization                                      1,332,767             1,467,714
      Impairment of goodwill                                             3,567,376                     0
Changes in operating assets and liabilities:
   Accounts receivable                                                 (1,892,354)           (1,233,060)
   Inventories                                                             (3,709)                     0
   Prepaid expenses and other current assets                              (42,440)               146,007
   Accounts payable and accrued expenses                                 1,557,838           (1,086,511)
                                                                                       ------------------
                                                                 ------------------

Cash provided by operating activities                                    1,163,731             2,010,345
                                                                 ------------------    ------------------

Investing activities:
Purchases of property and equipment                                      (677,047)             (359,114)
Disposals of property and equipment                                              0                41,083
Acquisitions of goodwill                                                         0              (79,743)
(Increase) decrease in other assets                                              0               202,177
                                                                                       ------------------
                                                                 ------------------

Cash used in investing activities                                        (677,047)             (195,597)
                                                                 ------------------    ------------------

Financing activities:
Net borrowings (payments) under line-of-credit agreement                   318,422             (209,206)
Increase (decrease) in book overdraft                                      153,837             (847,819)
Payments on long-term debt                                             (1,006,008)           (1,019,883)
                                                                 ------------------    ------------------

Cash used in financing activities                                        (533,749)           (2,076,908)
                                                                 ------------------    ------------------

Decrease in cash and cash equivalents                                     (47,065)             (262,160)
Cash and cash equivalents at beginning of period                            66,159               335,923
                                                                 ------------------    ------------------
                                                                 ------------------

Cash and cash equivalents at end of period                              $   19,094            $   73,763
                                                                 ==================    ==================
</TABLE>


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

                             UCI MEDICAL AFFILIATES, INC.

             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  (unaudited)


BASIS OF PRESENTATION:

     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial information and with the instructions to Form 10-Q 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 nine-month periods ended June 30, 2000
are not  necessarily  indicative  of the results  that may be  expected  for the
fiscal year ending  September 30, 2000.  For further  information,  refer to the
audited consolidated  financial statements and footnotes thereto included in the
Companys annual report on Form 10-K for the year ended September 30, 1999.

     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),  Doctors Care,
P.A., Doctors Care of Georgia, P.C., and Doctors 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 79% 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.  Approximately 25 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-K for the year ended September
30, 1999. 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.


ASSET IMPAIRMENTS AND SUBSEQUENT EVENTS

     The Company continually  evaluates the operations of its physician practice
centers and  assesses the centers for  impairment  when  certain  indicators  of
impairment  are present.  In May 2000,  the Company  announced  its intention to
close its Georgia  physician  practice  centers  effective  June 30,  2000.  The
performance of these centers,  which were originally  acquired in May 1998, have
not met the  expectations of the Company during fiscal year 2000 and the Company
is no longer committed to the Georgia market. The Company expects to either sell
the property and equipment at these centers for an amount  approximating the net
book value of the fixed  assets or to transfer  the  property  and  equipment to
other Company  locations.  The long-lived  assets and related goodwill for these
centers was assessed for  impairment  under a held for use model as of March 31,
2000. As a result of the decision to close these  centers  coupled with the fact
that the remaining projected undiscounted cash flows were less than the carrying
value of the  long-lived  assets and  goodwill  for these  centers,  the Company
recorded an  impairment  in the quarter  ended March 31, 2000 of  $3,567,376  to
reduce the goodwill to its fair value.

     Additionally, the Company has incurred additional costs associated with the
decision to close the Georgia  centers in the third quarter of fiscal year 2000.
These costs related  primarily to exiting  certain lease  obligations and paying
severance  benefits  to  certain  employees  at  the  closed  locations.   Since
management  did not  commit to an exit plan  until May 2000,  these  costs  were
recognized in the third quarter.  The estimated severance costs are $185,000 and
the lease obligations, net of estimated sub-lease income, are $306,000.

     The  Company  has a  $4,000,000  bank  line of credit  with an  outstanding
indebtedness  of  approximately  $3,100,000 at June 30, 2000. The line of credit
bears  interest  of prime  plus 3.5% and has been  extended  for one year  until
August 2001.  (Prime rate was 8.75% as of June 30,  2000.) The line of credit is
used to fund the working capital needs of the Company.  This debt was classified
as  current  at June 30,  2000 due to the fact  that it was  renewed  for only a
one-year term.


GOING CONCERN MATTERS

     The accompanying financial statements have been prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  in the  normal  course  of  business.  As  shown  in the  financial
statements,  the Company has a working  capital  deficiency  and an  accumulated
deficit.  Ultimately,  the  Companys  viability as a going concern is dependent
upon its ability to continue to generate  positive  cash flows from  operations,
maintain adequate working capital and obtain satisfactory long-term financing.

     The  financial  statements do not include any  adjustments  relating to the
recoverability  and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.

                                                    PART I

                                             FINANCIAL INFORMATION

                                                    ITEM 2


MANAGEMENTS 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 Companys
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 PAs.  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 79% 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. Approximately 25 of the physicians have incentive
compensation  arrangements;  however, no amounts were accrued or paid during the
Companys  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 June 30,  2000  and  1999,  the  P.A.s
employed 101 and 93 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 June 30, 2000 as Compared to the Three Months
Ended June 30, 1999

     Revenues  of  $9,815,000  for the quarter  ending  June 30, 2000  reflect a
decrease of 1% from those of the quarter ending June 30, 1999.

     This small  decrease  in  revenue is  attributed  to the  wind-down  of the
Atlanta  operations to be discussed  later. The same 40 locations were operating
at  both  June  30,  2000  and  at  June  30,  1999.   Patient  encounters  were
approximately  122,000 and 123,000 in the third  quarter of fiscal year 2000 and
1999, respectively.

     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  Companys  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
18,000  lives at June 30,  2000.  As of June 30,  2000,  all of these HMOs use a
discounted  fee-for-service basis for payment. 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.

     Increased and sustained revenues in fiscal years 2000 and 1999 also reflect
the Companys  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 Companys services for industry.

     The following table breaks out the Companys  revenue and patient visits by
revenue source for the third quarter of fiscal years 2000 and 1999.
<TABLE>
<S>     <C>                                                 <C>        <C>         <C>      <C>
                                                               Percent of            Percent of
                             Payor                           Patient Visits            Revenue
        ------------------------------------------------    ------------------     ----------------
                                                             2000      1999         2000    1999
                                                            -------- ---------     ------- --------
                                                                 17        18          18       18
        Patient Pay
                                                                 14        15           8        9
        Employer Paid
                                                                 12        11          14        9
        HMO
                                                                  8         8          17       16
        Workers Compensation
                                                                  7         7           6        6
        Medicare/Medicaid
                                                                 36        34          30       31
        Managed Care Insurance
                                                                  6         7           7       11
        Other (Commercial Indemnity, Champus, etc.)
</TABLE>

     An  operating  margin of $139,000  was earned  during the third  quarter of
fiscal 2000 as  compared  to an  operating  margin of  $1,104,000  for the third
quarter of fiscal 1999.

     Management  believes that the decline in margin was the result of personnel
and supply costs  overruns that it is in the process of reducing.  However,  the
personnel cost increases are, in part,  attributable  to increased  cost-cutting
pressures  applied  by  managed  care  insurance  payors  that cover many of the
Companys  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. Additionally,  the Atlanta centers, which were closed effective
June 30, 2000, posted approximately $201,000 in losses during the quarter ending
June 30,  2000.  The  allowance  for bad debts was  increased  by  approximately
$470,000,  partially  to accrue  for any  collectibility  issues on the  Atlanta
accounts  receivable  after  center  closure.  The  number  of  patients  at the
Companys  Centers that are covered by a managed care plan versus a  traditional
indemnity plan continues to grow. Management expects this trend to continue.

     The Company continually  evaluates the operations of its physician practice
centers and  assesses the centers for  impairment  when  certain  indicators  of
impairment  are present.  In May 2000,  the Company  announced  its intention to
close its Georgia  physician  practice  centers  effective  June 30,  2000.  The
performance of these centers,  which were originally  acquired in May 1998, have
not met the  expectations of the Company during fiscal year 2000 and the Company
is no longer committed to the Georgia market. The Company expects to either sell
the property and equipment at these centers for an amount  approximating the net
book value of the fixed  assets or to transfer  the  property  and  equipment to
other Company  locations.  The long-lived  assets and related goodwill for these
centers was assessed for  impairment  under a held for use model as of March 31,
2000. As a result of the decision to close these  centers  coupled with the fact
that the remaining projected undiscounted cash flows were less than the carrying
value of the  long-lived  assets and  goodwill  for these  centers,  the Company
recorded an  impairment  in the quarter  ended March 31, 2000 of  $3,567,376  to
reduce the goodwill to its fair value.

     Additionally, the Company expects to incur additional costs associated with
the decision to close the Georgia centers after the third quarter of fiscal year
2000.  These costs related  primarily to exiting  certain lease  obligations and
paying severance  benefits to certain employees at the closed  locations.  Since
management  did not  commit to an exit plan  until May 2000,  these  costs  were
recognized in the third quarter.  The estimated severance costs are $185,000 and
the lease  obligations,  net of estimated  sub-lease income,  are expected to be
approximately $306,000.

     When the Company acquires medical  practices,  the excess of cost over fair
value of assets acquired  (goodwill) is recorded as an asset and is amortized on
a straight-line basis over 15 years.  Subsequent to an acquisition,  the Company
periodically evaluates whether later events and circumstances have occurred that
indicate that the  remaining  balance of goodwill may not be  recoverable.  When
external  factors  indicate  that  goodwill  should be  evaluated  for  possible
impairment,  the Company uses an estimate of the related  centers  undiscounted
cash flows to  determine if  impairment  exists.  If  impairment  exists,  it is
measured based on the difference between the carrying amount and fair value, for
which  discounted  cash flows are used.  Examples of external  factors  that are
considered in evaluation for possible  impairment include significant changes in
the third party payor  reimbursement  rates and  unusual  turnover or  licensure
difficulties of clinical staff at a center.

     During the second quarter of fiscal year 2000, the above analysis  resulted
in an impairment change of approximately $3,570,000 to goodwill for centers that
will be closed (i.e.,  the Atlanta  Centers).  This is recorded as Impairment of
Goodwill.

     Depreciation  and amortization  expense  decreased to $396,000 in the third
quarter of fiscal 2000,  down from $496,000 in the third quarter of fiscal 1999.
This  decrease  reflects  higher  depreciation  expense as a result of leasehold
improvements  and  equipment  upgrades  at a  number  of the  Companys  medical
centers,  offset  by a  greater  reduction  in  amortization  expense  for fully
amortized  acquisitions.  Interest expense  increased from $312,000 in the third
quarter of fiscal 1999 to $483,000 in the third quarter of fiscal 2000 primarily
as a result of  increases  to the  prime  rate and to fees  associated  with the
renewal of the Companys primary line-of-credit.

Going Concern Matters

     The accompanying financial statements have been prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  in the  normal  course  of  business.  As  shown  in the  financial
statements,  the Company has a working  capital  deficiency  and an  accumulated
deficit.  Ultimately,  the  Companys  viability as a going concern is dependent
upon its ability to continue to generate  positive  cash flows from  operations,
maintain adequate working capital and obtain satisfactory long-term financing.

     The  financial  statements do not include any  adjustments  relating to the
recoverability  and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.

For the Nine Months Ended June 30, 2000 as Compared to the Nine Months
Ended June 30, 1999

     Revenues of  $30,782,000  reflect an increase of 2% from the same period in
fiscal year 1999 and is attributable to same store growth in patient  charges.
Patient encounters  increased to 387,000 for the nine months ended June 30, 2000
from 384,000 for the nine months ended June 30, 1999.

Financial Condition at June 30, 2000

     Cash and cash equivalents decreased by $47,000 during the nine months ended
June 30, 2000  mainly as a result of the timing of cash  payments to vendors and
salary payments.

     Accounts   receivable   decreased  by  $543,000  during  the  nine  months,
reflecting  an  improvement  in the billing  and  collection  functions  and the
wind-down of the Atlanta centers.

     The  reduction  in  goodwill  is   attributable   to  regularly   scheduled
amortization  and the realignment  write-off of the Atlanta  Centers  previously
discussed.

     Long-term  debt  decreased  from   $9,444,000  at  September  30,  1999  to
$8,756,000 at June 30, 2000.  Regular  principal  pay-downs were the cause.  The
line of credit balance  fluctuates  daily.  Management  believes that it will be
able to fund debt service requirements out of cash generated through operations.

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
Companys  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  $4,000,000  bank  line of credit  with an  outstanding
indebtedness  of  approximately  $3,100,000 at June 30, 2000. The line of credit
bears  interest  of prime  plus 3.5% and has been  extended  for one year  until
August 2001.  (Prime rate was 8.75% as of June 30,  2000.) The line of credit is
used to fund the working capital needs of the Company.  This debt was classified
as  current  at June 30,  2000 due to the fact  that it was  renewed  for only a
one-year term.

     As of June 30, 2000,  the Company had no material  commitments  for capital
expenditures  and  expects to  continue to fund any  required  expenditure  from
working  capital.  There can be no assurance  that  operations  will continue to
provide adequate cash needed in the future.

     Operating  activities  produced  $1,164,000  of cash during the nine months
ended June 30,  2000,  compared  with  $2,010,000  during the same period in the
prior  fiscal  year.  This  decrease was mainly the result of the decline in the
operating margin.

     Investing  activities  used only  $677,000  in cash  during the nine months
ended June 30, 2000 to purchase needed equipment to operate existing centers.

     Financing activities utilized $534,000 in cash during the nine-month period
primarily for debt reduction.


The Year 2000

     During the years leading up to the Year 2000, an important  business  issue
arose over the concern that the Companys  computer  systems,  or other business
systems,  or  those  of  the  Companys  vendors,  working  either  alone  or in
conjunction with other software or systems,  would fail to, or work incorrectly,
accept input of, store,  manipulate  or output dates in the years 1999,  2000 or
thereafter (commonly known as the Year 2000 problem). In response, the Company
conducted a review of its business systems, including its computer systems, on a
system-by-system basis, and queried third parties with whom it conducts business
as to their progress in identifying and addressing  problems that their computer
systems  might  face in  correctly  processing  date  information.  The  Company
reviewed its  information  technology  (IT)  hardware and software,  including
personal  computers,  application and network  software for Year 2000 compliance
readiness.  The review  process  entailed  evaluation of  hardware/software  and
testing.  The cost to bring the  Companys IT systems into Year 2000  compliance
was approximately $25,000.

     The Company  determined that its general accounting systems (which includes
invoicing, accounts receivable, payroll, etc.) needed to be upgraded to make the
systems Year 2000 compliant.  The Company has upgraded their system at a cost of
approximately $20,000.

     The  Company   also   reviewed   its  non-IT   systems   (including   voice
communications).  The costs to remedy  non-IT  systems  were not  material.  The
source of funds for evaluation and  remediation of Year 2000  compliance  issues
was cash flow from operations.

     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
Companys 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 Companys  patients medical
claims. To date, however,  the Company is not aware of the failure of any of the
systems of these third parties relating to Year 2000 problems.

     Evidence of system  performance in the IT and non-IT systems of the Company
and third  parties  with whom it  conducts  business  following  January 1, 2000
indicates that most of the areas of exposure to system  malfunctions  associated
with Year 2000 issues have been properly addressed.  Nevertheless,  there can be
no  assurance  that the Company  has  identified  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 Companys  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
Companys  business,   financial  condition  and  results  of  operations.   Any
additional 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  (Managements
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  Companys  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
Companys  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 Companys  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.



                                                    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  Companys  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
Companys  debt may vary as a result of  future  business  requirements,  market
conditions and other factors.  The definitive  extent of the Companys  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 Companys interest rate risk
profile.

     Approximately $4,000,000 of the Companys debt at June 30, 2000 was subject
to fixed interest rates and principal payments.  Approximately $4,000,000 of the
Companys debt at June 30, 2000 was subject to variable interest rates. Based on
the  outstanding  amounts of variable rate debt at June 30, 2000,  the Companys
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.



                                                    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.

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.




                                                   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:  August 18, 2000

                                         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>