UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB

(Mark One)

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

For the quarterly period ended:                      June 30, 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                (IRS Employer Identification No.)
  incorporation 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:

       5,207,803 shares of $.05 common stock outstanding at June 30, 1997

Transitional Small Business Disclosure Format (check one): ( )YES ( X ) NO


                                       1

<PAGE>



                          UCI MEDICAL AFFILIATES, INC.

                                      INDEX
<TABLE>
<CAPTION>
                                                                                        Page
                                                                                       Number
<S>       <C>                                                                          <C>
PART I    FINANCIAL INFORMATION

          Item 1   Financial Statements

                   Consolidated Balance Sheets - June 30, 1997
                   and September 30, 1996                                                3

                   Consolidated Statements of Operations for the quarters and
                   the nine months ending June 30, 1997 and June 30, 1996                4

                   Consolidated Statements of Cash Flows for the nine months
                   ending June 30, 1997 and June 30, 1996                                5

                   Notes to Consolidated Financial Statements                            6

          Item 2   Management's Discussion and Analysis of Financial
                   Condition and Results of Operations                              7 - 10


PART II   OTHER INFORMATION

          Items 1-6                                                                  11-12


SIGNATURES                                                                              13
</TABLE>



<PAGE>



                          UCI Medical Affiliates, Inc.

                           Consolidated Balance Sheets

<TABLE>
<CAPTION>
                                                                     JUNE 30, 1997            SEPTEMBER 30, 1996
                                                                 --------------------     -----------------------
                                                                     (UNAUDITED)                (AUDITED)
<S>                                                               <C>                     <C>            
ASSETS
Current assets
   Cash and cash equivalents                                      $      119,538          $       237,684
   Accounts receivable, less allowance for doubtful accounts
       of $643,928 and $1,021,856                                      5,743,707                4,187,394
   Inventory                                                             379,647                  407,617
   Deferred taxes                                                        197,056                  197,056
   Prepaid expenses and other current assets                             445,636                  441,384
                                                                 --------------------     -----------------------
Total current assets                                                   6,885,584                5,471,135

Property and equipment, less accumulated depreciation of
   $2,498,339 and $2,025,970                                           3,433,218                3,300,048
Deferred taxes                                                         1,380,126                  855,126
Excess of cost over fair value of assets acquired, less
   accumulated amortization of $1,532,644 and
   $1,210,569                                                          5,720,394                5,828,963
Other assets                                                             268,908                  277,422
                                                                 --------------------     -----------------------

Total Assets                                                        $ 17,688,230            $  15,732,694
                                                                 ====================     =======================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
   Current portion of long-term debt                              $      854,903           $      913,749
   Accounts payable                                                    1,627,827                1,391,858
   Accrued salaries and payroll taxes                                    452,995                  750,745
   Other accrued liabilities                                             330,679                  394,635
                                                                 --------------------     -----------------------
Total current liabilities                                              3,266,404                3,450,987

Long-term debt, net of current portion                                 5,659,476                4,459,484
                                                                 --------------------     -----------------------
Total Liabilities                                                      8,925,880                7,910,471
                                                                 --------------------     -----------------------

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- 5,207,803 and 4,807,807
         shares                                                          260,390                  240,390
   Paid-in capital                                                    14,312,393               13,732,393
   Accumulated deficit                                               (5,810,433)               (6,150,560)
                                                                 --------------------     -----------------------
Total Stockholders' Equity                                             8,762,350                7,822,223
                                                                 --------------------     -----------------------

Total Liabilities and Stockholders' Equity                          $ 17,688,230            $  15,732,694
                                                                 ====================     =======================
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                       3

<PAGE>




                          UCI Medical Affiliates, Inc.

                      Consolidated Statements of Operations
                                   (unaudited)

<TABLE>
<CAPTION>
                                                        Three Months Ended June 30,               Nine Months Ended June 30,
                                                    ------------------------------------     -------------------------------------
                                                         1997                1996                  1997                1996
                                                    ---------------     ----------------     -----------------    ----------------
<S>                                                    <C>                 <C>                  <C>                  <C>       
Revenues                                              $7,097,114          $5,934,079           $20,299,676          $17,003,582
Operating costs                                        6,600,665           5,519,769            18,876,302           15,513,107
                                                    ---------------     ----------------     -----------------    ----------------
Operating margin                                         496,449             414,310             1,423,374            1,490,475

General and administrative expenses                       37,978              28,126               127,881               90,364
Depreciation and amortization                            306,055             254,005               892,372              687,819
                                                    ---------------     ----------------     -----------------    ----------------
Income (loss) from operations                            152,416             132,179               403,121              712,292

Other income (expense)
   Interest expense, net of interest income             (214,392)           (138,374)             (570,951)            (427,327)
   Gain (loss) on disposal of equipment                   14,028                   0                 8,809                2,105
                                                                        
                                                    ---------------     ----------------     -----------------    ----------------
Other income (expense)                                  (200,364)           (138,374)             (562,142)            (425,222)

Income (loss) before benefit (provision )for
   income taxes                                          (47,948)             (6,195)             (159,021)             287,070
Benefit (provision )for income taxes                     166,383             167,325               499,148              161,594
                                                    ---------------     ----------------     -----------------    ----------------
Net income (loss)                                    $   118,435          $  161,130           $   340,127         $    448,664
                                                    ===============     ================     =================    ================
Net Income (loss) per common equivalent share       $        .02          $      .04           $       .07         $        .11
                                                    ===============     ================     =================    ================
Weighted average common shares
   outstanding                                         4,842,968           4,504,274             4,819,527            4,121,683
                                                    ===============     ================     =================    ================
</TABLE>

                 See Notes to Consolidated Financial Statements.

                                       4

<PAGE>


                          UCI Medical Affiliates, Inc.

                      Consolidated Statements of Cash Flows

                                   (unaudited)


<TABLE>
<CAPTION>
                                                                      Nine Months Ended June 30,
                                                                ----------------------------------------
                                                                      1997                  1996
                                                                ------------------    ------------------
<S>                                                             <C>                   <C>          
OPERATING ACTIVITIES:
Net income (loss)                                               $     340,127         $     448,664
Adjustments to reconcile net income (loss) to net
   cash provided by  (used-in) operating activities:
      (Gain) loss on disposal of equipment                             (8,809)               (2,105)
      Provision for losses on accounts receivable                     522,601               482,068
      Depreciation and amortization                                   892,372               687,819
      Deferred taxes                                                 (525,000)             (175,000)
Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                      (2,078,914)           (1,834,528)
   (Increase) decrease in inventories                                  27,970                (2,288)
   (Increase) decrease in prepaid expenses and other
      current assets                                                   (4,252)             (118,836)
   Increase (decrease) in accounts payable and accrued
      expenses                                                       (125,737)             (690,574)
                                                                                      ------------------
                                                                ------------------

Cash provided by (used in) operating activities                      (959,642)           (1,204,780)
                                                                ------------------    ------------------

INVESTING ACTIVITIES:
Purchases of property and equipment                                  (478,274)             (286,464)
Acquisitions of goodwill                                              (26,551)             (200,375)
(Increase) decrease in other assets                                     8,511                (8,245)
                                                                ------------------    ------------------
                                                                

Cash provided by (used in) investing activities                      (496,314)             (495,084)
                                                                ------------------    ------------------

FINANCING ACTIVITIES:
Issuance of common stock, net of redemptions                          600,000             2,090,490
Net borrowings (payments) under line-of-credit agreement            1,877,260               250,000
Increase in long-term debt                                            280,000                    95
                                                                                      
Payments on long-term debt                                         (1,419,450)             (717,234)
                                                                ------------------    ------------------

Cash provided by (used in) financing activities                     1,337,810             1,623,351
                                                                ------------------    ------------------

Increase (decrease) in cash and cash equivalents                     (118,146)              (76,513)
Cash and cash equivalents at beginning of period                      237,684                76,513
                                                                ------------------    ------------------

Cash and cash equivalents at end of period                        $   119,538           $         0
                                                                ==================    ==================
</TABLE>

                 See Notes to Consolidated Financial Statements

                                       5

<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 nine month or three month periods ended June 30, 1997
are not necessarily indicative of the results that may be expected for the
fiscal year ending September 30, 1997. 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, 1996.

The consolidated financial statements of UCI Medical Affiliates, Inc. include
the accounts of UCI Medical Affiliates, Inc. ("UCI"), its wholly owned
subsidiary, UCI Medical Affiliates of SC, Inc. ("UCI-SC") and Doctor's Care, PA
("the P.A."), collectively the "Company". The financial statements of the P.A.
are consolidated with UCI because UCI-SC has unilateral control over the assets
and operations of the P.A. and, notwithstanding the lack of technical majority
ownership, consolidation of the P.A. with UCI is necessary to present fairly the
financial position and results of operations of UCI. UCI-SC provides non-medical
management and administrative functions for the medical centers which operate as
Doctor's Care, Doctor's Surgical Group or Doctor's Orthopedic Group (the
"Centers"). All medical services at the Centers are provided by or under the
supervision of the P.A. The medical directors operate the Centers under the
financial and operational control of UCI-SC. However, medical supervision of the
centers is provided solely by the P.A. The P.A. remits to UCI-SC all medical
service revenues generated by the Centers, net of expenses incurred by the P.A.
This compensation is recorded in the accompanying financial statements as
revenue. Control of the P.A. is perpetual and other than temporary because of
the nature of this relationship and the management agreements between the
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 income per common and common equivalent share is based on the
weighted average number of common shares outstanding during the period plus (in
periods in which they have a dilutive effect) the effect of common shares
issuable from stock options, using the treasury stock method.

                                       6

<PAGE>



                                     PART I

                              FINANCIAL INFORMATION

                                     ITEM 2


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

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

The consolidated financial statements of UCI Medical Affiliates, Inc. include
the accounts of UCI Medical Affiliates, Inc. ("UCI"), its wholly owned
subsidiary, UCI Medical Affiliates of South Carolina, Inc. ("UCI-SC") and
Doctor's Care, PA ("the P.A."), collectively the "Company". The financial
statements of the P.A. are consolidated with UCI because UCI-SC has unilateral
control over the assets and operations of the P.A. and, notwithstanding the lack
of technical majority ownership, consolidation of the P.A. with UCI is necessary
to present fairly the financial position and results of operations of UCI. The
management agreement between UCI-SC and the P.A. conveys to the Company
perpetual, unilateral control over the assets and operations of the P.A. Control
is perpetual rather than temporary because of (i) the length of the term of the
agreement, (ii) the continuing investment of capital by the Company, (iii) the
employment of all of the non-physician personnel by UCI-SC and (iv) the nature
of the services provided to the P.A. by UCI-SC.

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 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 June 30, 1997 and June 30,
1996, the Company employed 76 and 69 providers, respectively.

Results of Operations
For the Three Months Ended June 30, 1997 as Compared to the Three Months Ended
June 30, 1996

Revenues of  $7,097,000  for the quarter  ending June 30, 1997 reflect an
increase of twenty (20%) percent from those of the quarter ending June 30, 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 27 to 30. This expansion included Beaufort's Doctor's Care-Beaufort added
in July 1996; Greenville's Doctor's Care-Simpsonville added in October 1996; and
Aiken's Doctor's Care-Aiken added in October 1996. Of the $1,163,000 in revenue
growth from the third quarter of fiscal 1996 to the third quarter of fiscal
1997, approximately $226,000 was from the three locations opened after June 30,
1996.

                                       7

<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 in 1994. The Company now acts as primary care "gatekeeper" for
approximately 20,000 lives for four HMOs, including Companion. 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 $580,000 in the third quarter of fiscal 1996 to
approximately $859,000 in the third quarter of fiscal 1997.

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 12% of the Company's net revenue in the third quarter of fiscal
1997.

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. 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
therefore affiliated with Companion HealthCare Corporation, a primary
shareholder of the Company.

Patient encounters increased to 96,000 in the third quarter of fiscal 1997 from
85,000 in the third quarter of fiscal 1996.

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 are 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 $496,000 was earned during the third quarter of fiscal
1997 as compared to an operating margin of $414,000 realized for the third
quarter of fiscal 1996. Management believes that lack of improvement in the
margin is mainly the result of some start-up costs being absorbed for the
locations added since June 1996.

Depreciation and amortization expense increased to $306,000 in the third quarter
of fiscal 1997, up from $254,000 in the third quarter of fiscal 1996. 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,

                                       8

<PAGE>



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 $138,000 in the third quarter of fiscal 1996 to
$214,000 in the third quarter of fiscal 1997 primarily as a result of the
interest costs associated with the indebtedness incurred in the Company's
purchase of these assets and centers and as a result of the usage of the Company
line of credit for operating expenses.

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 third 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:

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

(bullet) The ability to utilize NOL's prior to their expansion.

(bullet) The potential limitation of NOL utilization in the event of a change in
         ownership.

(bullet) The generation of future taxable income in excess of income reported on
         the consolidated financial statements.

For the Nine Months Ended June 30, 1997 as Compared to the Nine Months Ended
June 30, 1996

Revenues of $20,300,000 reflect an increase of nineteen (19%) percent from the
same period in fiscal 1996 and is attributable to the expansion, marketing and
line of business factors discussed above. Patient encounters increased to
287,000 for the nine months ended June 30, 1997 from 250,000 for the nine months
ended June 30, 1996.

Financial Condition at June 30, 1997

Cash and cash equivalents decreased by $118,000 during the nine months ended
June 30, 1997 as detailed on page 5 of this report. Cash was utilized mainly for
working capital needs and to fund the expansion previously discussed.

Accounts receivable increased 37% during the period, reflecting the addition of
centers and the overall growth in patient visits to existing centers.

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

Long-term debt increased from $4,459,000 at September 30, 1996 to $5,659,000 at
June 30, 1997 primarily as a result of indebtedness incurred in capital leases
for Center upfits, and in the utilization of an operating line of credit.
Management believes that it will be able to fund debt service requirements out
of cash generated through operations.

Overall, the Company's current assets exceeded its current liabilities at June
30, 1997 by $3,620,000.

                                       9

<PAGE>


Liquidity and Capital Resources

The Company requires capital principally to fund growth (acquire new centers),
for working capital needs and for the retirement of indebtedness. The Company's
capital requirements and working capital needs have been funded through a
combination of external financing (including bank debt and proceeds from the
sale of common stock to Companion HealthCare Corporation and Companion Property
and Casualty Insurance Company), internally generated funds and credit extended
by suppliers.

Operating activities used $960,000 of cash during the nine months ended June 30,
1997. 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.

Investing activities used $496,000 of cash during the nine months as a result of
expansion efforts. Continued growth is anticipated during the remainder of
fiscal 1997.

On June 23, 1997, the Company, through a private placement, issued 400,000
shares of common stock at $1.50 per share to Companion Property and Casualty
Insurance Company and received $600,000 in cash.

The Company entered into a long-term debt agreement with its primary lender in
November 1996 for a $3,000,000 line of credit bearing interest at an annual rate
of prime plus one (1%) percent. Proceeds from this line of credit were used to
pay off existing debt of $1,475,000. Additionally, the Company executed a
$280,000 loan with a commercial lender bearing interest at an annual rate of
prime plus one (1%) percent, secured by real estate, the proceeds of which were
available for working capital needs.

Subsequent Events

In July of 1997, the Company entered into a binding agreement to purchase a
seven provider, three location primary care practice in Columbia, South Carolina
for $2,271,250 to be effective August 1, 1997.

                                       10

<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

                  On June 23, 1997, the Company, through a private placement,
                  issued 400,000 shares of common stock at $1.50 per share to
                  Companion Property and Casualty Insurance Company and received
                  $600,000 in cash. There were no discounts or commissions paid
                  as part of this transaction. These securities were issued
                  pursuant to Regulation D, Section 506 of the Securities and
                  Exchange Act.

Item 3            DEFAULTS UPON SENIOR SECURITIES

                  This item is not applicable.


Item 4            SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

                  On May 21, 1997, the annual meeting of the shareholders of the
                  Company was held and the following actions were taken:

                  The shares of Common Stock represented at the meeting were
                  voted to re-elect M.F. McFarland, III, M.D. and Charles M.
                  Potok to the Board of Directors for terms expiring in 2000, as
                  follows:

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

                  M.F. McFarland, III, M.D.   3,572,211   3,570,980     1,231
                  Charles M. Potok            3,572,211   3,571,032     1,179


                  Five other Directors, Harold H. Adams, Jr., Charles P. Cannon,
                  Thomas G. Faulds, Russell J. Froneberger, and Ashby Jordan,
                  M.D. whose terms expire in 1999, 1998, 1999, 1998 and 1998,
                  respectively, continued to serve as elected.

                  The shares of Common Stock represented at the meeting were
                  voted to ratify the appointment of Price Waterhouse LLP as
                  independent auditors for the Company for the fiscal year ended
                  September 30, 1997, as follows:


                     Number
                     Voting             For           Against          Abstain
                  ------------     ------------     -----------      -----------
                   3,572,211         3,571,252          866               93

                                       11

<PAGE>



Item 5            OTHER INFORMATION

                  This item is not applicable.

Item 6            EXHIBITS AND REPORTS ON FORM 8-K

                  The Financial Data Schedule is included herein as Exhibit 27.

                                       12

<PAGE>



SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


UCI Medical Affiliates, Inc.
        (Registrant)



/S/ M.F. MCFARLAND, III, M.D.            /S/ JERRY F. WELLS, JR.
Marion F. McFarland, III, M.D.           Jerry F. Wells, Jr., CPA
President, Chief Executive Officer,      Executive Vice President of Finance and
and Chairman of the Board                Chief Financial Officer



Date:  July 17, 1997

                                       13

<PAGE>