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:     December 31, 1997
                                   -------------------

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

For the transition period from:_______________to_________________

Commission file number:             0-13265
                         ----------------------------

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

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

        1901 Main Street, Suite 1200, Mail Code 1105, Columbia, SC 29201
--------------------------------------------------------------------------------
                (Address of principal executive offices) 
                                 (803) 252-3661
--------------------------------------------------------------------------------
                           (Issuer's telephone number)
                                

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

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. (X)Yes   ( ) No


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

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


                     APPLICABLE ONLY TO CORPORATE ISSUERS

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

     6,052,164 shares of $.05 common stock outstanding at December 31, 1997
--------------------------------------------------------------------------------
  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 - December 31, 1997
                  and September 30, 1997                                  3

                  Consolidated Statements of Operations for the quarters
                  ended December 31, 1997 and December 31, 1996           4

                  Consolidated Statements of Cash Flows for the quarters
                  ended December 31, 1997 and December 31, 1996           5

                  Notes to Consolidated Financial Statements              6-7

   
           Item 2 Management's Discussion and Analysis of Financial
                  Condition and Results of Operations                    8-11
    


PART II           OTHER INFORMATION

   
            Items 1-6                                                     12


SIGNATURES                                                                14
    






<PAGE>



                         UCI Medical Affiliates, Inc.
                         Consolidated Balance Sheets

<TABLE>
<CAPTION>
<S> <C>                                                     
                                                December 31,      September 30,
                                                    1997              1997
                                                -------------     ------------
                                                (unaudited)         (audited)
Assets
Current assets
   Cash and cash equivalents                    $           0      $      14,676
   Accounts receivable, less allowance 
       for doubtful accounts
       of $923,721 and $878,469                     6,862,480          5,943,884
   Inventory                                          538,396            502,888
   Deferred taxes                                     334,945            334,945
   Prepaid expenses and other current assets          629,653            579,217
                                                -------------       ------------
Total current assets                                8,365,474          7,375,610

   
Property and equipment less accumulated 
     depreciation of $2,957,691 
     and $2,724,222                                 4,474,621          4,002,699
                                                       
Deferred taxes                                      1,417,237          1,417,237
Excess of cost over fair value of assets 
   acquired, less accumulated amortization 
   of $1,821,679 and $1,664,739                     8,437,440          7,801,607
Other assets                                          266,380            266,379
                                              ---------------     --------------
Total Assets                                    $  22,961,152     $   20,863,532
                                              ===============     ==============
    

Liabilities and Stockholders' Equity
Current liabilities
   Current portion of long-term debt            $      916,411    $      840,879
   Current portion of long-term debt payable 
     to employee                                       201,518           177,445
   Accounts payable                                  2,956,625         2,039,506
   Accrued salaries and payroll taxes                  676,107           959,068
   Other accrued liabilities                           371,630           437,667
                                               ---------------     -------------
Total current liabilities                            5,122,291         4,454,565

Long-term debt, net of current portion               7,833,551         6,438,655
Long-term debt payable to employees, net of 
    current portion                                    564,782           481,815
                                               ---------------     -------------
Total Liabilities                                   13,520,624        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- 6,052,164 
        and 5,744,965 shares                           302,608           287,248
   Paid-in capital                                  16,249,546        15,435,535
   Accumulated deficit                              (7,111,626)       (6,234,286)
                                                --------------     -------------
Total Stockholders' Equity                           9,440,528         9,488,497
                                                --------------     -------------

Total Liabilities and Stockholders' Equity      $   22,961,152     $  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>
<S>     <C>    

                                            Three Months Ended December 31,
                                               1997              1996
                                          --------------     -------------

Revenues                                  $   8,077,876      $  6,487,908
Operating costs                               8,243,266         6,130,191
                                          --------------     -------------
Operating margin                               (165,390)          357,717

General and administrative expenses              25,434            37,709
Depreciation and amortization                   406,168           289,474
                                          --------------     -------------
Income (loss) from operations                  (596,992)           30,534

Other income (expense)
   Interest expense, net of interest income    (279,351)         (166,794)
   Gain (loss) on disposal of equipment            (439)                0
                                          --------------     -------------
Other income (expense)                         (279,790)         (166,794)

Income (loss) before benefit (provision) for
   income taxes                                (876,782)         (136,260)
Benefit (provision )for income taxes               (558)          166,382
                                          --------------     -------------

Net income (loss)                         $    (877,340)    $      30,122
                                          ==============     =============

Basic earnings (loss) per share           $        (.15)    $         .01
                                          ==============     =============

Basic weighted average common shares 
     outstanding                              6,041,980         4,807,807
                                          ==============     =============

Diluted earnings (loss) per share         $        (.14)     $        .01
                                          ==============     =============

Diluted weighted average common shares 
     outstanding                              6,061,945         4,819,491
                                          ==============     =============

</TABLE>

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





<PAGE>



                          UCI Medical Affiliates, Inc.
                      Consolidated Statements of Cash Flows
                                   (unaudited)

<TABLE>
<CAPTION>
<S>     <C>    
                                             Three Months Ended December 31,
                                                1997             1996
                                            -------------    ------------
Operating activities:

Net income (loss)                           $     (877,340)   $     30,122

Adjustments to reconcile net income (loss) 
     to net cash provided by (used-in)
     operating activities:
      (Gain) loss on disposal of equipment             439               0
      Provision for losses on accounts receivable  244,613         130,720
      Depreciation and amortization                406,168         289,474
      Deferred Taxes                                     0        (175,000)
Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable     (899,080)       (684,836)
   (Increase) decrease in inventory                (35,508)         (4,776)
   (Increase) decrease in prepaid expenses
      and other current assets                     (50,435)       (165,981)
   Increase (decrease) in accounts payable and
      accrued expenses                             562,078        (164,782)
                                               ------------    ------------

Cash provided by (used in) operating activities   (649,065)       (745,059)
                                              -------------    ------------

Investing activities:
Purchases of property and equipment               (289,260)       (135,519)
Acquisitions of goodwill                          (106,863)        (20,718)
(Increase) decrease in other assets                      0            (377)
                                              -------------    ------------

Cash provided by (used in) investing activities   (396,123)       (156,614)
                                              -------------    ------------

Financing activities:
Net borrowings (payments) under line-of-credit
  agreement                                       (125,921)      1,355,760
Increase in long-term debt                       1,500,000         269,400
Payments on long-term debt                        (343,567)       (882,949)
                                              -------------    ------------

Cash provided by (used in) financing 
     activities                                  1,030,512         742,211
                                             -------------     ------------

Increase (decrease) in cash and 
     cash equivalents                              (14,676)       (159,462)
Cash and cash equivalents at beginning 
     of period                                      14,676         237,684
                                             -------------    ------------

Cash and cash equivalents at end of period  $            0   $      78,222
                                             =============    ============

</TABLE>

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



<PAGE>




                         UCI MEDICAL AFFILIATES, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 (unaudited)


BASIS OF PRESENTATION:

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X of the Securities and Exchange Commission. Accordingly, they do
not include all of the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of
management, all adjustments (consisting only of those of a normal recurring
nature) considered necessary for a fair presentation have been included.
Operating results for the three month period ended December 31, 1997 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.


<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.
    

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
---------------------
    

Revenues of $8,078,000 for the quarter ending December 31, 1997 reflect an
increase of 25% from those of the quarter ending December 31, 1996.

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 1997; 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 $1,590,000 in revenue growth for the first
quarter of fiscal 1997 to the first quarter of fiscal 1998, approximately
$1,080,000 or 68% of this growth was from the ten locations opened after
December 31, 1996.


<PAGE>
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 more than 23,000 capitated
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 $705,000 in the first quarter of
fiscal 1997 to approximately $900,000 in the first 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 fiscal 1997 and in the first
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. The Company also entered into 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 115,000 in the first quarter of fiscal 1998 from
96,000 in the first 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 owner of our competition is believed to have
significantly greater resources than the 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 $358,000 was earned during the first quarter of fiscal
1997 as compared to an operating deficit of $165,000 for the first quarter of
fiscal 1998.
   
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.
<PAGE>

Depreciation and amortization expense increased to $406,000 in the first quarter
of fiscal 1998, up from $289,000 in the first 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 purchase of existing practices as
noted above. Interest expense increased from $167,000 in the first quarter of
fiscal 1997 to $279,000 in the first 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 and for the usage of the
operating line of credit.

   
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 accounting for income taxes. The effect of
adopting SFAS 109 was to reduce income tax expense for the first 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.

Financial Condition at December 31, 1997
----------------------------------------
    

Cash and cash equivalents decreased by $15,000 during the quarter ended December
31, 1997 and were utilized mainly for working capital needs and to fund the
expansion previously discussed.

Accounts receivable increased 15% during the quarter, reflecting the addition of
the ten centers described above and the overall growth in patient visits to
existing centers.

The increase in goodwill attributable to the purchases of the eight practices
since December 31, 1996 was somewhat offset by the amortization recorded.

Long-term debt increased from $6,920,000 at September 30, 1997 to $8,398,000 at
December 31, 1997 primarily as a result of indebtedness incurred in capital
leases for Center upfits, the utilization of an operating line of credit, and
the 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.

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
December 31, 1997 by $3,243,000.

   
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 

<PAGE>


through a combination of external financing (including bank debt and proceeds
from the sale of common stock to Companion HealthCare Corporation and Companion
Property & Casualty Insurance Company), internally generated funds and credit
extended by suppliers.

   
Operating activities used $649,000 of cash during the first quarter of fiscal
1998. This reflects growth in the Company's accounts receivable as well as
prepaid expenses and a decrease 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
shortages continue, the Company may consider additional capital sources to
obtain funding. There is no assurance that any additional financing, if
required, will be available on terms acceptable to the Company.
    

Investing activities used $396,000 of cash during the quarter as a result of
expansion efforts. Continued growth is anticipated during the remainder of
fiscal 1998.




<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 December 31, 1997, 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 October 1, 1997, the Company issued 163,102 shares of its
            common stock to L.D., P.A. (formerly Progressive Therapy Services,
            P.A.) and 113,874 shares to L.D., Jr., P.C. (formerly Bar-Ed,
            Professional Corporation) as part of the purchase prices in
            connection with the Company's acquisition of substantially all the
            assets of such entities' physical therapy practices.

            On November 1, 1997, the Company issued 30,223 shares of its
            common stock to Marvin Dees, 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. Dees.


Item 3      Defaults upon Senior Securities

            This item is not applicable.


Item 4      Submission of Matters to a Vote of Security Holders

            This item is not applicable.


Item 5      Other Information

            This item is not applicable.






<PAGE>



Item 6      Exhibits and Reports on Form 8-K

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

               (b) Reports on Form 8-K. The Company filed a Form 8-K on October
               ------------------------
               15, 1997 which reported the acquisition by UCI-SC of Progressive
               Therapy Services, P.A. and Bar-Ed, Professional Corporation, each
               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 December 11, 1997.
    

               The Company filed a Form 8-K on November 5, 1997 which reported
               the acquisition by UCI-SC of Marvin Dees, M.D. of New Ellenton,
               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 January 7, 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.
------------------------------            --------------------------------
Marion F. McFarland, III, M.D.            Jerry F. Wells, Jr.
President, Chief Executive Officer,       Executive Vice President of Finance,
and Chairman of the Board                 Chief Financial Officer and
                                          Principal Accounting Officer



   
Date: August 19, 1998
    




<PAGE>



                         UCI MEDICAL AFFILIATES, INC.
                                  EXHIBIT INDEX




   
  EXHIBIT
  NUMBER                    DESCRIPTION                             PAGE NUMBER
-----------    --------------------------------------               ------------

   10.18       Employment Agreement dated January 23, 1997               16
               between UCI Medical Affiliates of
               South Carolina, Inc. and Jon G. Keith

    21         Subsidiaries of the Registrant                            28
                                                              
    27         Financial Data Schedule                         Filed separately 
                                                               as Article Type 5
                                                                  via Edgar