UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                 Form 10-QSB/A
    
(Mark One)

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

For the quarterly period ended:           March 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, 12th Floor, 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:

        6,084,600 shares of $.05 common stock outstanding at March 31, 1998
-------------------------------------------------------------------------------
    Transitional Small Business Disclosure Format (check one):( )Yes ( X ) No



<PAGE>




                            UCI MEDICAL AFFILIATES, INC.

                                       INDEX


                                                                            Page
                                                                          Number

PART I      FINANCIAL INFORMATION

            Item 1 Financial Statements

            Consolidated Balance Sheets - March 31, 1998
            and September 30, 1997                                             3
                                                                  
            Consolidated Statements of Operations for the quarters and
            the six months ending March 31, 1998 and March 31, 1997            4
    

            Consolidated Statements of Cash Flows for the six months
            ending March 31, 1998 and March 31, 1997                           5

            Notes to Consolidated Financial Statements                         6
   
            Item 2 Management's Discussion and Analysis of Financial
            Condition and Results of Operations                             8-12


PART II     OTHER INFORMATION

            Items 1-6                                                         13


SIGNATURES                                                                    14
    


<PAGE>






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

                                                                         March 31, 1998    September 30,
                                                                                           1997 
                                                                          (unaudited)          (audited)
                                                                          -------------    -------------
<S><C>   
Assets                                          
Current assets
   Cash and cash equivalents                                          $             0      $     14,676
   Accounts receivable, less allowance for doubtful accounts
       of $768,073 and $878,469                                             6,789,279         5,943,884
   Inventory                                                                  544,396           502,888
   Deferred taxes                                                             334,945           334,945
   Prepaid expenses and other current assets                                  902,526           579,217
                                                                       ---------------    ----------------
Total current assets                                                        8,571,146         7,375,610

Property and equipment, less accumulated depreciation of
   $3,219,434 and $2,724,222                                                4,468,271         4,002,699
                                                                          
Deferred taxes                                                              1,417,237         1,417,237
Excess of cost over fair value of assets acquired, less
   accumulated amortization of $1,981,781 and $1,664,739                    8,513,467         7,801,607
Other assets                                                                  263,999           266,379
                                                                       ---------------   ----------------
Total Assets                                                          $    23,234,120     $  20,863,532
                                                                       ===============   ================

Liabilities and Stockholders' Equity
Current liabilities
   Current portion of long-term debt                                  $       908,374           840,879
   Current portion of long-term debt payable to employees                     220,508           177,445
   Accounts payable                                                         2,817,692         2,039,506
   Accrued salaries and payroll taxes                                       1,017,226           959,068
   Other accrued liabilities                                                  447,786           437,667
                                                                      ----------------    ---------------
Total current liabilities                                                   5,411,586         4,454,565

Long-term debt, net of current portion                                      7,882,309         6,438,655
Long-term debt payable to employees, net of current portion                   598,676           481,815
                                                                       ----------------   ----------------
Total Liabilities                                                          13,892,571        11,375,035
                                                                       ----------------   ----------------

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- 6,084,600 and 5,744,965
         shares                                                               304,230           287,248
   Paid-in capital                                                         16,322,924        15,435,535
   Accumulated deficit                                                     (7,285,605)       (6,234,286)
                                                                       ---------------    ---------------- 
Total Stockholders' Equity                                                  9,341,549         9,488,497
                                                                       ----------------   ----------------
                                            

Total Liabilities and Stockholders' Equity                            $    23,234,120     $  20,863,532

                                                                       ===============   ================
</TABLE>
    
The accompanying notes are an integral part of these consolidated financial
statements.
<PAGE>


                              UCI MEDICAL AFFILIATES, INC.
                          CONSOLIDATED STATEMENTS OF OPERATIONS
                                       (unaudited)
<TABLE>
<CAPTION>



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

                                                      1998            1997                 1998             1997
                                                   -----------    ------------          -----------     ------------
<S><C>
Revenues                                           $8,614,687      $6,714,653          $ 16,692,563    $13,202,561    
Operating costs                                     8,069,557       6,145,402            16,312,823     12,275,634   
                                                   -----------     ------------         ------------    ------------   
Operating margin                                      545,130         569,251               379,740        926,927 
                                                                                                                 
General and administrative expenses                    20,654          52,194                46,088         89,903
Depreciation and amortization                         421,846         296,842               828,014        586,317 
                                                   -----------     ------------          -----------     ------------   
Income (loss) from operations                         102,630         220,215              (494,362)       250,707 
                                                   
Other income (expense)
   Interest expense, net of interest in              (276,609)       (189,766)             (555,960)      (356,560)
   Gain (loss) on disposal of equipment                     0          (5,219)                 (439)        (5,219)
                                                   -----------     ------------          -----------     ------------
Other income (expense)                               (276,609)       (194,985)             (556,399)      (361,779)

Income (loss) before benefit (provision )for
   income taxes                                      (173,979)         25,230            (1,050,761)      (111,072)
Benefit (provision )for income taxes                        0         166,383                  (558)       332,765
                                                   -----------    ------------           -----------     ------------

Net income (loss)                                  $ (173,979)     $  191,613           $(1,051,319)    $  221,693
                                                   ============    ===========          ============     ============

Basic earnings (loss) per share                    $     (.03)     $      .04           $      (.17)    $      .05
                                                   ===========    ============          ============     ============

Basic weighted average common shares
   outstanding                                      6,063,335       4,807,803             6,052,540      4,807,805
                                                  ===========     ===========           ============    =============

Diluted earnings (loss) per share                 $      (.03)    $       .04          $       (.17)     $     .05
                                                  ===========     ============         ==============    ============
Diluted weighted average common shares
  outstanding                                       6,078,635       4,819,474             6,069,465       4,819,481
                                                  ===========     ============         ===============   ============
</TABLE>

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

<PAGE>


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

<TABLE>
<CAPTION>

                                                                                        Six Months Ended March 31,         
                                                                                       ----------------------------        
                                                                                                                           
                                                                                           1998             1997           
                                                                                       -------------    -------------      
<S><C>  
                                                                                      
Operating activities:

Net income (loss)                                                                   $   (1,051,319)   $      221,693

Adjustments to reconcile net income (loss) to net cash provided by (used-in)
   operating activities:
      (Gain) loss on disposal of equipment                                                     439             5,219
      Provision for losses on accounts receivable                                          502,966           266,080
      Depreciation and amortization                                                        828,013           586,317
      Deferred taxes                                                                             0          (350,000)
Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                                           (1,059,231)       (1,261,039)
   (Increase) decrease in inventories                                                      (41,508)              238
   (Increase) decrease in prepaid expenses and other
      current assets                                                                      (323,309)         (143,982)
   Increase (decrease) in accounts payable and accrued
      expenses                                                                             840,420          (153,836)
                                                                                       ------------      ------------

Cash provided by (used in) operating activities                                           (303,529)         (829,310)
                                                                                       -------------    -------------

Investing activities:
Purchases of property and equipment                                                       (544,653)         (275,875)      
Acquisitions of goodwill                                                                  (182,991)          (26,551)       
(Increase) decrease in other assets                                                          2,380             2,715        
                                                                                       ------------    -------------      
                                                                                                                             
Cash provided by (used in) investing activities                                           (725,264)         (299,711)      
                                                                                      -------------    -------------               
                                                                                        
Financing activities:
Net borrowings (payments) under line-of-credit agreement                                    94,156         1,935,396
Increase in long-term debt                                                               1,575,893           280,000
Payments on long-term debt                                                                (655,932)       (1,155,669)
                                                                                      -------------    -------------

Cash provided by (used in) financing activities                                          1,014,117         1,059,727
                                                                                      -------------    -------------

Increase (decrease) in cash and cash equivalents                                           (14,676)          (69,294)
Cash and cash equivalents at beginning of period                                            14,676           237,684
                                                                                      -------------    -------------

Cash and cash equivalents at end of period                                       $               0    $      168,390
                                                                                       =============    =============
</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 six month or three month periods ended March 31, 1998
are not necessarily indicative of the results that may be expected for the
fiscal year ending September 30, 1998. 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, 1997.
   

The consolidated financial statements include the accounts of UCI Medical
Affiliates, Inc. ("UCI") and all wholly-owned and beneficially owned
subsidiaries (UCI Medical Affiliates of South Carolina, Inc. ("UCI-SC") and
Doctor's Care P.A. ("P.A.")). Because of the corporate practice of medicine
laws in the state in which the Company operates, the Company does not own
medical practices but instead enters into an exclusive long-term management
services agreement with the P.A. which operate the medical practices. In
addition, the Company has the contractual right to designate, in its sole
discretion and at any time, the licensed medical provider who is the owner of
the capital stock of the P. A. at a nominal cost ("nominee arrangements").
Through the Administrative Services Agreement, the Company has exclusive
authority over decision making relating to all major ongoing operations of the
underlying professional corporations with the exception of the professional
aspects of medical practice as required by state law. Under the Administrative
Services Agreement, the Company establishes annual operating and capital budgets
for the P. A. and compensation guidelines for the licensed medical
professionals. The Administrative Services Agreement has an initial term of
forty years. The method of computing the management fees are 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 interest are unilaterally salable and transferable by the
Company and fluctuate based upon the actual performance of the operations of the
professional corporation.

Through the Administrative Services Agreement and the nominee arrangement, the
Company has a significant long-term financial interest in the affiliated
practices and, therefore, according to Emerging Issues Task Force Issue No.
97-2, "Application of FASB Statement No. 94, Consolidation of All Majority-Owned
Subsidiaries, and APB No. 16, Business Combinations, to Physician Practice
Management Entities and Certain Other Entities with Contractual management
Arrangements," may consolidate the results of the affiliated practices with
those of the Company. Because the Company must present consolidated financial
statements, net patient service revenues are presented in the accompanying
statement of operations. All significant intercompany accounts and transactions,
including management fees, have been eliminated.

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 80% 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 these footnotes, as applicable.
    



<PAGE>



Procedurally, the management agreement calls for the P.A. to provide medical
services and charge a fee to the patient or to the patient's insurance carrier
or employer for such services. Physician salaries are paid out of these revenues
and all remaining revenues are passed to UCI-SC as a management fee. UCI-SC
provides all support personnel (nurses, technicians, receptionists), all
administrative functions (billing, collecting, vendor payment), and all
facilities, supplies and equipment. The consolidated accounts of the Company
include all revenue and all expenses (including physician salaries) of all three
entities.

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

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.
   

SUBSEQUENT EVENTS

UCI Medical Affiliates of Georgia, Inc., a South Carolina corporation and
wholly-owned subsidiary of the Company ("UCI-GA"), acquired substantially all of
the assets of MainStreet Healthcare Corporation ("MHC") effective for accounting
purposes as of May 1, 1998 (the "Acquisition") and was accounted for using the
purchase method of accounting per APB 16. The closing of the Acquisition was
completed on May 13, 1998. As partial consideration for the Acquisition, the
Company delivered to MHC at the closing of the Acquisition a Conditional
Delivery Agreement (the "Conditional Delivery Agreement") by and between the
Company, UCI of GA and MHC which requires the Company to issue to MHC 2,901,396
shares of common stock of the Company after the approval of such issuance by the
shareholders of the Company. The Conditional Delivery Agreement states that in
the event the shareholders of the Company fail to approve the issuance of such
shares to MHC, the Acquisition shall be unwound, and the assets shall be
returned to MHC. However, holders of an aggregate of 54% of the issued and
outstanding shares of the Company's common stock as of the date of this filing
have executed and delivered separate agreements with MHC to vote their shares at
the Annual Meeting in favor of the issuance of such stock to MHC. Upon the vote
of such shareholders as indicated, the proposals relating to the Acquisition are
assured to be approved, regardless of the votes that may be cast by any other
holders of common stock entitled to vote. The Acquisition has already been
approved by the shareholders of MHC. The Company is, therefore, of the opinion
that it is a remote possibility that the Acquisition will be required to be
unwound as contemplated in the Conditional Delivery Agreement.

    




<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 include the accounts of UCI Medical
Affiliates, Inc. ("UCI") and all wholly-owned and beneficially owned
subsidiaries (UCI Medical Affiliates of South Carolina, Inc. ("UCI-SC") and
Doctor's Care of South Carolina, P.A. ("P.A.")). Because of corporate practice
of medicine laws in the state in which the Company operates, the Company does
not own medical practices but instead enters into an exclusive long-term
management services agreement with the P.A. which operates the medical
practices. In addition, the Company has the contractual right to designate, in
its sole discretion and at any time, the licensed medical provider who is the
owner of the capital stock of the P.A. at a nominal cost ("nominee
arrangement"). Through the Administrative Services Agreement, the Company has
exclusive authority over decision making relating to all major ongoing
operations of the underlying P.A. with the exception of the professional aspects
of medical practice as required by state law. Under the Administrative Services
Agreement, the Company establishes annual operating and capital budgets for the
P.A. and compensation guidelines for the licensed medical professionals. The
Administrative Services Agreement has an initial term of forty years. The method
of computing the management fees are 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
interest are unilaterally salable and transferable by the Company and fluctuate
based upon the actual performance of the operations of the P.A.

Through the Administrative Services Agreement and the nominee arrangement, the
Company has a significant long-term financial interest in the affiliated
practices and, therefore, according to Emerging Issues Task Force Issue No.
97-2, "Application of FASB Statement No. 94, Consolidation of All Majority-Owned
Subsidiaries, and APB No. 16, Business Combinations, to Physician Practice
Management Entities and Certain Other Entities with Contractual management
Arrangements," must consolidate the results of the affiliated practices with
those of the Company. Because the Company must present consolidated financial
statements, net patient service revenues are presented in the accompanying
statement of operations. All significant intercompany accounts and transactions,
including management fees, have been eliminated. In November 1997 the Emerging
Issue Task Force (EITF) finalized EITF 97-2 which provides guidance on
consolidation of physician practices and enhances related disclosures of
physician practice management companies. This EITF 97-2 is effective for fiscal
years ending after December 15 1998. The Company is in the process of evaluating
any potential effect on its financial reporting format.

Procedurally, the Administrative Services Agreement calls for the P.A. to
provide medical services and charge a fee to the patient or to the patient's
insurance carrier or employer for such services. Physician salaries are paid out
of these revenues and all remaining revenues are passed to UCI-SC as a
management fee. UCI-SC provides all support personnel (nurses, technicians,
receptionists), all administrative functions (billing, collecting, vendor
payment), and all facilities, supplies and equipment. The consolidated accounts
of the Company include all revenue and all expenses (including physician
salaries) of all three entities.
    
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 80% of the physicians employed by the P.A. 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. As of December 31, 1997 and
1996, the P.A. employed 98 and 71 medical providers, respectively.



<PAGE>
The net  assets  of the P.A.  are not  material  for any  period  presented  and
intercompany accounts and transactions have been eliminated.
   

Results of  Operations  For the Three Months Ended March 31, 1998 as Compared to
--------------------------------------------------------------------------------
the Three Months Ended March 31, 1997
-------------------------------------
    
Revenues of $8,615,000 for the quarter ending March 31, 1998 reflect an increase
of 28% from those of the quarter ending March 31, 1997.

This increase in revenue is attributable to a number of factors. The Company
engaged in a significant expansion, increasing the number of medical centers
from 30 to 40. This expansion included Springwood Lake Family Practice, Woodhill
Family Practice and Midtown Family Practice, all of Columbia, South Carolina and
all acquired in August 1977; Doctor's Care - Camden acquired in September 1997;
three Progressive Therapy Services offices all located in Columbia, South
Carolina and all acquired in October 1997; Doctor's Care - New Ellenton acquired
in November 1997; a Physical Therapy practice in Columbia, South Carolina opened
in November 1997; and Ridgeview Family Practice of Columbia, South Carolina,
opened in December 1997. Of the $1,900,000 in revenue growth from the second
quarter of fiscal 1997 to the second quarter of fiscal 1998, approximately
$1,283,000 was from the ten locations opened after March 31, 1997.

The Company has increased its services provided to members of Health Maintenance
Organizations (HMOs). In such arrangements, the Company, through Doctor's Care,
P.A., acts as the designated primary caregiver for members of the HMO who have
selected Doctor's Care as their primary care provider. The Company began
participating in an HMO operated by Companion HealthCare Corporation
("Companion"), a wholly owned subsidiary of Blue Cross Blue Shield of South
Carolina. The Company now acts as primary care provider for four HMOs, including
Companion and is the primary care "gatekeeper" for approximately 23,000 HMO
lives. While HMOs do not, at this time, have a significant penetration into the
South Carolina market, the Company believes that HMOs and other managed care
plans will experience a substantial increase in market share in the next few
years, and the Company is therefore positioning itself for that possibility.
Capitated revenue grew from approximately $708,000 in the second quarter of
fiscal 1997 to approximately $852,000 in the second quarter of fiscal 1998.

The Company negotiates contracts with 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 HMOs accounted for
approximately 11% of the Company's net revenue in the second quarter of fiscal
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 revenues also reflect the Company's heightened focus on occupational
medicine and industrial health services. Focused marketing materials, including
quarterly newsletters for employers, were developed to spotlight the Company's
services for industry. Additionally, the Company has an agreement with Companion
Property and Casualty Insurance Company, wherein the Company acts as the primary
care provider for injured workers of firms insured through Companion Property
and Casualty Insurance Company. Companion Property and Casualty Insurance
Company is wholly owned by Blue Cross Blue Shield of South Carolina and is a
primary shareholder of the Company.

Patient encounters increased to 119,000 in the second quarter of fiscal 1998
from 95,000 in the second quarter of fiscal 1997.

Even with the positive effects of the factors mentioned above, revenues were
short of goals for the quarter, due in part to the increased competition from
hospitals and other providers in Columbia, Greenville, Sumter and Myrtle Beach.
In each of these areas, regional hospitals have acquired or opened new primary
care physician practices that compete directly with the Company for patients. In
each case, the hospital owners of our competition is believed to have
significantly greater resources than the

<PAGE>

Company. Management believes that such competition will continue into the future
and plans to compete on a basis of quality service and accessibility.
   

An operating margin of $545,000 was earned during the second quarter of fiscal
1998 as compared to an operating margin of $569,000 realized for the second
quarter of fiscal 1997. Management believes that this margin deterioration is
mainly the result of some start-up costs being absorbed for the locations added
since December 1996. Start-up costs are mainly the result of personnel costs
exceeding revenues at centers that are not seeing patients at or near capacity.
These costs are expensed as incurred by the Company. Additionally, patient
visits did not meet budget for the first quarter of fiscal 1998, possibly due to
the competition factors discussed above. Management does not currently believe
that this negative trend is indicative of the results that may be expected for
the fiscal year 1998.

This margin deterioration is also 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 $422,000 in the second
quarter of fiscal 1998, up from $297,000 in the second quarter of fiscal 1997.
This increase reflects higher depreciation expense as a result of significant
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 purchases of existing practices as
noted above. Interest expense increased from $190,000 in the second quarter of
fiscal 1997 to $277,000 in the second quarter of fiscal 1998 primarily as a
result of the interest costs associated with the indebtedness incurred in the
Company's purchase of these assets and centers.

Effective October 1, 1993, the Company adopted Statement of Financial Standards
No. 109, "Accounting for Income Taxes" ("SFAS 109") which requires the use of an
asset and liability approach to account for income taxes. The effect of adopting
SFAS 109 was to reduce income tax expense for the second quarter of fiscal 1997
by $175,000. As part of the adoption of SFAS 109, the Company has recognized a
deferred tax asset relating to net operating loss carry forwards which are
available to offset future taxable income.

In determining that it was more likely than not that the recorded deferred tax
asset would be realized, management of the Company considered the following:

o      The budgets and forecasts that management and the Board of Directors had
       adopted for the next five fiscal years including plans for expansion.

o      The ability to utilize NOL's prior to their expiration.

o      The potential  limitation of NOL  utilization in the event of a change in
       ownership.

o      The generation of future  taxable income in excess of income  reported on
       the consolidated financial statements.

For the Six Months  Ended March 31,  1998 as  Compared  to the Six Months  Ended
--------------------------------------------------------------------------------
March 31, 1997
--------------

Revenues of $16,693,000 reflect an increase of 26% from the same period in
fiscal 1997 and is attributable to the expansion, marketing and line of business
factors discussed above. Patient encounters increased to 234,000 for the six
months ended March 31, 1998 from 191,000 for the six months ended March 31,
1997.

Financial Condition at March 31, 1998
-------------------------------------
Cash and cash equivalents decreased by $15,000 during the six months ended March
31, 1998 and were utilized mainly for working capital needs and to fund the
expansion previously discussed.

    


<PAGE>
Accounts receivable increased 14% during the period, reflecting the addition of
the new centers and the overall growth in patient visits to existing centers.

The increase in goodwill attributable to the purchases of the eight practices
noted above was somewhat offset by the amortization recorded.
   

The $778,000 increase in accounts payable over the past six months is partially
due to the growth in the number of medical centers but is also reflective of the
tight cash position of the Company due to recent operating losses. Management
believes that it will be able to service these payables out of cash generated
through operations; if not, the Company will be dependent upon securing external
financing (either bank debt or equity) to repay these obligations..
    
Long-term debt increased from $6,920,000 at September 30, 1997 to $8,481,000 at
March 31, 1998 primarily as a result of indebtedness incurred in capital leases
for Center upfits, and in the utilization of an operating line of credit and
debt incurred as a result of practice acquisitions. Management believes that it
will be able to fund debt service requirements out of cash generated through
operations.

Additionally, on October 6, 1997, the Company completed a private placement of
$1.5 million, 6.5% five-year convertible subordinated debenture with FPA Medical
Management, Inc., a national physician practice management company headquartered
in San Diego, California. The debentures are convertible to common stock at any
time within the five year period at a fixed price premium to the current stock
price and are subject to Rule 144 of the Securities and Exchange Commission when
converted.

Overall, the Company's current assets exceeded its current liabilities at March
31, 1998 by $3,160,000.

   
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 Companion HealthCare Corporation and Companion Property
and Casualty Insurance Company), internally generated funds and credit extended
by suppliers.
   
Operating activities used $304,000 of cash during the six months ended March 31,
1998. This reflects growth in the Company's accounts receivable as well as
prepaid expenses offset by an increase in accounts payable and accrued expenses.
The growth in accounts receivable is the result of growth in the number of
Centers, patient visits and charges per patient visit. If the operating cash
flow shortage continues, the Company may consider additional capital sources to
obtain funding. There is no assurance that any additional financing, if
required, will be available or acceptable to the Company.
    
Investing activities used $725,000 of cash during the period as a result of
expansion efforts. Continued growth is anticipated during the remainder of
fiscal 1998.

   
Subsequent Events
-----------------
    

Effective May 1, 1998, UCI acquired the assets of MainStreet Healthcare
Corporation of Atlanta, Georgia for a combination of cash, debt, UCI stock and
debt assumption. MainStreet, with annualized revenues of approximately $7
million and with approximately 100 employees, owns and operates nine primary
care medical offices in the Atlanta, Georgia area and two primary care medical
offices in Knoxville, Tennessee.

This Form 10-Q contains forward-looking statements subject to the safe harbor
created by the Private Securities Litigation Reform Act of 1995. The Company
cautions readers of this press release 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 cost of providing healthcare
and administering its network of Centers; the possible

<PAGE>



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 in multiple jurisdictions 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, and other factors described 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
   
            Recent Sales of Unregistered Securities
            ---------------------------------------
            
            During the three months ended March 31, 1998, the securities
            identified below were issued by the Company without registration
            under the Securities Act of 1933. In each case, all of the shares
            were issued pursuant to the exemption from registration contained in
            Section 4(2) of the Securities Act of 1933 as a transaction, not
            involving a general solicitation, in which the purchaser was
            purchasing for investment. The Company believes that each purchaser
            was given or had access to detailed financial and other information
            with respect to the Company and possessed requisite financial
            sophistication.

            On March 1, 1998,  the Company  issued  32,433  shares of its common
            stock to Allan M.  Weldon,  M.D.  as part of the  purchase  price in
            connection with the Company's  acquisition of substantially  all the
            assets of the medical practice of Dr. Weldon.

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.
            ------------------------
            The Company filed a Form 8-K on February 17, 1998 which reported the
            execution of an Acquisition Agreement and Plan of Reorganization of
            MainStreet Healthcare Corporation of Atlanta.  Revised financial
            statements of the same entity  were filed in a Form 8-K/A  filed
            on August 13,1998, and revised pro forma financial information
            regarding the combined entity were filed in a Form 8-K/A filed on
            May 28, 1998.

            The Company filed a Form 8-K on March 11, 1998 which reported the
            acquisition by UCI-SC of Allan M. Weldon, M.D. of Columbia, South
            Carolina. Financial statements of the acquired entity and pro forma
            financial information regarding the combined entity were filed in a
            Form 8-K/A on May 11, 1998.

    


<PAGE>






                                      SIGNATURE

   


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amended 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 19,  1998


    


<PAGE>



                            UCI MEDICAL AFFILIATES, INC.
                                   EXHIBIT INDEX
<TABLE>
<CAPTION>




  EXHIBIT
  NUMBER                    DESCRIPTION                                                            PAGE NUMBER
-----------    --------------------------------------                                        -------------------------
<S><C>
   10.19       Administrative Services Agreement dated April 24, 1998 by and                           14
               between Doctor's Care of Georgia, P.C., a Georgia professional
               corporation and UCI Medical Affiliates of Georgia, Inc., a South
               Carolina corporation.

   10.20       Administrative Services Agreement dated April 24, 1998 by and                           26
               between Doctor's Care of Tennessee, P.C., a Tennessee
               professional corporation and UCI Medical Affiliates of Georgia,
               Inc., a South Carolina corporation.

    27         Financial Data Schedule                                                    Filed separately as Article Type 5
                                                                                          via Edgar

   99.1        News Release dated May 14, 1998, announcing the acquisition of                          38
               Atlanta based MainStreet Healthcare Corporation, the acquisition 
               of the Columbia, SC, practice of Allan M. Weldon, M.D., and the 
               second quarter fiscal year 1998 results.       
</TABLE>