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:                      June 30, 1998
                                    ------------------------------

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

For the transition period from:                                to

Commission file number:                                       0-13265

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

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

1901    Main  Street,   Suite  1200,  Mail  Code  1105,Columbia,   SC  29201   
(Address  of  principal executive offices)

                        (803) 252-3661
                       (Issuer's telephone number)


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

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


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

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


                                   APPLICABLE ONLY TO CORPORATE ISSUERS

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

   
    7,299,245 shares of $.05 common stock outstanding at October 9, 1998
    

Transitional Small Business Disclosure Format (check one): ( )Yes ( X )


                                                    No



   
                                       1
    



<PAGE>


                                       UCI MEDICAL AFFILIATES, INC.

                                                   INDEX
<TABLE>
<S>              <C>                                                                           <C> 
                                                                                                   Page
                                                                                                 Number

PART I            FINANCIAL INFORMATION

                  Item 1   Financial Statements

                           Consolidated Balance Sheets - June 30, 1998
                           and September 30, 1997                                                        3

                           Consolidated Statements of Operations for the quarters and
                           the nine months ending June 30, 1998 and June 30, 1997                        4

                           Consolidated Statements of Cash Flows for the nine months
                           ending June 30, 1998 and June 30, 1997                                        5

                           Notes to Consolidated Financial Statements                               6 -  7

                  Item 2   Management's Discussion and Analysis of Financial
                           Condition and Results of Operations                                      8 - 12


PART II           OTHER INFORMATION

                  Items 1-6                                                                         13-14


SIGNATURES                                                                                             16
</TABLE>


   
                                       2
    

<PAGE>


                                       UCI Medical Affiliates, Inc.

                                        Consolidated Balance Sheets
<TABLE>
<S>                                                             <C>                    <C> 

                                                                 June 30, 1998            September 30, 1997
                                                                 --------------------     -----------------------
                                                                     (unaudited)                (audited)
Assets
Current assets
   Cash and cash equivalents                                     $            0         $         14,676
   Accounts receivable, less allowance for doubtful accounts
       of $1,544,495 and $878,469                                     10,100,755                5,943,884
   Inventory                                                               666,725                 502,888
   Deferred taxes                                                          334,945                 334,945
   Prepaid expenses and other current assets                            1,053,252                  579,217
                                                                 --------------------     
Total current assets                                                  12,155,677          ----------------------
                                                                                                7,375,610

Property and equipment, less accumulated depreciation of
   $3,482,625 and $2,724,222                                            5,062,550               4,002,699
Deferred taxes                                                          1,417,237               1,417,237
Excess of cost over fair value of assets acquired, less
   accumulated amortization of $2,223,877 and
   $1,664,739                                                        14,763,872                 7,801,607
Other assets                                                              263,501                  266,379
                                                                 --------------------     -----------------------
Total Assets                                                     $  33,662,837            $  20,863,532
                                                                 ====================     =======================

Liabilities and Stockholders' Equity
Current liabilities
   Current portion of long-term debt                             $   2,276,193            $       840,879
   Current portion of long-term debt payable to employees                205,544                   177,445
   Accounts payable                                                   3,879,941                 2,039,506
   Accrued salaries and payroll taxes                                 1,709,795                    959,068
   Other accrued liabilities                                             468,577                   437,667
                                                                 --------------------     -----------------------
Total current liabilities                                             8,540,050                 4,454,565

   
Stock issuance pending                                                6,890,815                               0
    

Long-term debt, net of current portion                                7,545,140                 6,438,655
Long-term debt payable to employees, net of current portion              550,653                   481,815
                                                                 --------------------     -----------------------
                                                                 --------------------     -----------------------

   
Total Liabilities                                                   23,526,658                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- 7,299,245 and 5,744,965 shares
                                                                         364,962                   287,248
   Paid-in capital                                                  17,365,891                15,435,535
    

   
                                       3
    

<PAGE>

   Accumulated deficit                                               (7,594,674)               (6,234,286)
                                                                 --------------------     -----------------------

   
Total Stockholders' Equity                                          10,136,179                  9,488,497
    

                                                                 --------------------     -----------------------
Total Liabilities and Stockholders' Equity                       $ 33,662,837             $  20,863,532
                                                                 ====================     =======================
                              See Notes to Consolidated Financial Statements.
</TABLE>


   
                                       4
    


<PAGE>



                                       UCI Medical Affiliates, Inc.

                                   Consolidated Statements of Operations
                                                (unaudited)

<TABLE>
<S>                                                <C>                  <C>                 <C>                  <C> 
                                                        Three Months Ended June 30,               Nine Months Ended June 30,
                                                    ------------------------------------     -------------------------------------
                                                         1998                1997                  1998                1997
                                                    ---------------     ----------------     -----------------    ----------------

Revenues                                            $9,932,868          $7,097,114           $  26,625,431        $20,299,676
Operating costs                                       9,436,121           6,600,665              25,748,944         18,876,302
                                                    ---------------     ----------------     -----------------    ----------------
Operating margin                                         496,747             496,449                  876,487         1,423,374

General and administrative expenses                        20,729              37,978                                    127,881
                                                                                             66,817
Depreciation and amortization                            521,837             306,055               1,349,851             892,372
                                                    ---------------     ----------------     -----------------    ----------------
Income (loss) from operations                            (45,819)            152,416                (540,181)            403,121

Other income (expense)
   Interest expense, net of interest income            (290,904)           (214,392)               (846,864)            (570,951)
   Gain (loss) on disposal of equipment                    27,654             14,028                  27,215
                                                                                                                  8,809
                                                    ---------------     ----------------     -----------------    ----------------
Other income (expense)                                 (263,250)           (200,364)              (819,649)             (562,142)

Income (loss) before benefit (provision )for
   income taxes                                        (309,069)             (47,948)          (1,359,830)              (159,021)
Benefit (provision )for income taxes                                         166,383                                     499,148
                                                    0                                        (558)
                                                    ---------------     ----------------     -----------------    ----------------

Net income (loss)                                   $(309,069)          $   118,435          $(1,360,388)         $     340,127
                                                                        ================     =================    ================
                                                    ===============

   
Basic earnings (loss) per share                     $        (.05)      $           .02      $          (.22)     $
                                                                                                                  .07
    

                                                    ===============     ================     =================    ================

   
Basic weighted average common shares
  outstanding                                        6,745,399            4,842,968            6,290,844             4,819,526
    

                                                    ===============     ================     =================    ================

   
Diluted earnings (loss) per share                   $        (.05)      $           .02      $         (.22)      $           .07
    

                                                    ===============     ================     =================    ================

   
Diluted weighted average common shares
  outstanding                                        6,756,273            4,842,968           6,309,164             4,831,074
    

                                                    ===============     ================     =================    ================
</TABLE>

                              See Notes to Consolidated Financial Statements.


   
                                       5
    

<PAGE>



                                       UCI Medical Affiliates, Inc.

                                   Consolidated Statements of Cash Flows

                                                (unaudited)

<TABLE>
<S>                                                             <C>                   <C> 
                                                                      Nine Months Ended June 30,
                                                                ----------------------------------------
                                                                      1998                  1997
                                                                ------------------    ------------------
Operating activities:
Net income (loss)                                               $ (1,360,388)         $     340,127
Adjustments to reconcile net income (loss) to net
   cash provided by  (used-in) operating activities:
      (Gain) loss on disposal of equipment                              (27,215)               (8,809)
      Provision for losses on accounts receivable                      897,237              522,601
      Depreciation and amortization                                 1,349,851               892,372
      Deferred taxes                                                                       (525,000)
                                                                0
Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                     (2,835,232)           (2,078,914)
   (Increase) decrease in inventories                                (163,837)                27,970
   (Increase) decrease in prepaid expenses and other
      current assets                                                 (433,935)                (4,252)
   Increase (decrease) in accounts payable and accrued
      expenses                                                      2,616,031             (125,737)
                                                                                      ------------------
                                                                ------------------

Cash provided by (used in) operating activities                          42,512           (959,642)
                                                                ------------------    ------------------

Investing activities:
Purchases of property and equipment                                   (731,285)           (478,274)
Disposals of property and equipment                                        1,500
                                                                                      0
Acquisitions of goodwill                                              (933,554)             (26,551)
 (Increase) decrease in other assets                                        2,878              8,511
                                                                                      ------------------
                                                                ------------------

Cash provided by (used in) investing activities                     (1,660,461)           (496,314)
                                                                ------------------    ------------------

Financing activities:
Issuance of common stock, net of redemptions & expense               1,103,700              600,000
Net borrowings (payments) under line-of-credit agreement               (570,632)         1,877,260
Increase in long-term debt                                           2,088,523              280,000
Payments on long-term debt                                          (1,018,318)         (1,419,450)
                                                                ------------------    ------------------

Cash provided by (used in) financing activities                      1,603,273           1,337,810
                                                                ------------------    ------------------

Increase (decrease) in cash and cash equivalents                        (14,676)          (118,146)
Cash and cash equivalents at beginning of period                          14,676           237,684
                                                                ------------------    ------------------
                                                                ------------------

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

                              See Notes to Consolidated Financial Statements

   
                                       6
    

<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, 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/A 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");  UCI
Medical Affiliates of Georgia, Inc. ("UCI-GA"); Doctor's Care of South Carolina,
P.A. ("PASC");  Doctor's Care of Georgia,  P.C.  ("PCGA");  and Doctor's Care of
Tennessee, P.C. ("PCTN")). Because of corporate practice of medicine laws in the
states in which the Company operates, the Company does not own medical practices
but instead enters into exclusive long-term  management services agreements with
professional  corporations 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 professional corporation at a nominal cost ("nominee arrangements"). Through
the Management  Services  Agreements,  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  Management  Services
Agreements, the Company establishes annual operating and capital budgets for the
professional  corporations and compensation  guidelines for the licensed medical
professionals.  The Management  Services  Agreements have initial terms 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 corporations.

Through the  Management  Services  Agreements 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.

   
Under EITF 97-2,  the Company is  consolidating  the  results of the  affiliated
medical practices of the MHC-PCs acquired by the UCI-PCs in the Acquisition with
those of the  Company.  Such  consolidation  is  required  under  EITF 97-2 as a
consequence of the nominee  shareholder  arrangement that exists with respect to
each of the UCI-PCs.  In each case,  the nominee (and sole)  shareholder  of the
UCI-PC  has  entered  into  an  agreement   with  UCI-GA  which   satisfies  the
requirements set forth in footnote 1 of EITF 97-2. Under each 
    

   
                                       7
    

<PAGE>

   
agreement, UCI-GA, in its sole  discretion,  can effect a change in the  nominee
shareholder at any time for a payment of $100 from the new  nominee  shareholder
to the old nominee shareholder,  with  no  limits  placed  on  the  identity  of
any  new  nominee shareholder  and no  adverse impact resulting to either UCI-GA
or the UCI-PC resulting from such change.
    

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.  Note that the  2,901,396  shares to be issued as
described below have not been included in the earnings per share calculation.
    

STOCKHOLDERS EQUITY

   
UCI of GA  acquired  substantially  all  the  assets  of  MainStreet  Healthcare
Corporation  ("MHC")  effective for  accounting  purposes as of May 1, 1998 (the
"Acquisition"). 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 the 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. These shares, however, have not been included on the balance
sheet as issued and outstanding.

UCI of GA treated the Acquisition as a purchase for accounting  purposes per APB
16. Total consideration in the transaction  consisted of 2,901,396 of the common
stock of the Company,  a cash payment of $450,010 and a note payable of $800,000
bearing  interest per annum at 10.5%,  due October 1, 1998. The excess  purchase
price over the fair value of assets is being amortized  using the  straight-line
method over 15 years.

The following  unaudited  proforma  consolidated  statements of operations  give
effect to the  Acquisition  as though it had  occurred at the  beginning of each
period presented.
    
<TABLE>
<S>                                                         <C>                       <C> 
   
              Summary Pro Forma Combined                     Nine Months Ended          Fiscal Year Ended
             Statement of Operations Data                      June 30, 1998            September 30, 1997
-------------------------------------------------------    -----------------------    -----------------------

Revenues                                                           $   30,374,871             $   33,933,214

Income (loss) from operations                                         (1,445,533)                (2,302,180)

Net income (loss)                                                     (2,539,881)                (2,845,301)
    

   
                                       8
    
<PAGE>



   
Net income (loss) per common and common equivalent
share (basic)                                                              (0.37)                     (0.30)

Weighted average common shares and common share
equivalents outstanding                                                 6,939,141                  9,406,477

    
</TABLE>



   
                                       9
    


<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");  UCI
Medical Affiliates of Georgia, Inc. ("UCI-GA"); Doctor's Care of South Carolina,
P.A. ("PASC");  Doctor's Care of Georgia,  P.C.  ("PCGA");  and Doctor's Care of
Tennessee, P.C. ("PCTN")). Because of corporate practice of medicine laws in the
states in which the Company operates, the Company does not own medical practices
but instead enters into exclusive long-term  management services agreements with
professional  corporations 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 professional corporation at a nominal cost ("nominee arrangements"). Through
the Management  Services  Agreements,  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  Management  Services
Agreements, the Company establishes annual operating and capital budgets for the
professional  corporations and compensation  guidelines for the licensed medical
professionals.  The Management  Services  Agreements have initial terms 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 corporations.

Through the  Management  Services  Agreements 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.

Procedurally,  the  management  agreements  call for the  P.A.'s  and  P.C.'s 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 or UCI-GA as a
management  fee.  UCI-SC and  UCI-GA  provide  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 six entities.

The P.A.'s and P.C.'s enter into employment agreements with physicians for terms
ranging from one to ten years. All employment agreements have clauses that allow
for early  termination of the agreement if certain events occur such as the loss
of a medical license. Over 80% of the physicians employed by the P.A. and 

   
                                       10
    

<PAGE>


P.C.'s are paid on an hourly basis for time scheduled and worked at the  medical
centers.  The  other  physicians  are  salaried.  A few of the  physicians  have
incentive  compensation  arrangements,  however, no amounts were accrued or paid
during the Company's three prior fiscal years that were significant.  As of June
30,  1998  and  June  30,  1997,  the  Company  employed  120 and 76  providers,
respectively.

Results of Operations
     For the Three  Months  Ended June 30, 1998 as Compared to the Three  Months
Ended June 30, 1997

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 six primary care
medical  offices in the  Atlanta,  Georgia  area and two  primary  care  medical
offices in Knoxville, Tennessee.

     Revenues  of  $9,933,000  for the quarter  ending June 30, 1998  reflect an
increase of forty (40%) percent from those of the quarter ending June 30, 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 48. 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; Ridgeview Family Practice of Columbia, South Carolina,  opened
in December 1997 and the eight practices purchased from MainStreet Healthcare on
May 1, 1998 (six in Atlanta,  Georgia and two in Knoxville,  Tennessee).  Of the
$2,836,000 in revenue  growth from the third quarter of fiscal 1997 to the third
quarter of fiscal 1998, approximately $2,468,000 was from the eighteen locations
opened after June 30, 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  in  1994.  The  Company  now acts as  primary  care  "gatekeeper"  for
approximately  24,000 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
decreased  from  approximately  $859,000 in the third  quarter of fiscal 1997 to
approximately  $589,000 in the third  quarter of fiscal 1998 because the Company
renegotiated with one of the larger HMOs to pay on a discounted fee-for-services
basis  instead  of on a  capitated  basis  effective  May 1, 1998.  The  Company
continues to act as the gatekeeper for the covered lives.

The Company negotiates contracts with two of the HMOs for the PASC physicians to
provide health care on a capitated  reimbursement  basis. Under these contracts,
which  typically  are  automatically  renewed  on  an  annual  basis,  the  PASC
physicians  provide  virtually  all covered  primary care services and receive a
fixed  monthly  capitation  payment  from the HMOs for each member who chooses a
PASC 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
which pay by  capitation  accounted  for  approximately  6% of the Company's net
revenue in the third 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.  This has not occurred to date.  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.

   
                                       11
    

<PAGE>



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.

     Patient encounters increased to 127,000 in the third quarter of fiscal 1998
from 96,000 in the third 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  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 $497,000 was earned  during the third  quarter of fiscal
1998 as  compared to an  operating  margin of  $496,000  realized  for the third
quarter of fiscal 1997.  Management  believes  that lack of  improvement  in the
margin is mainly  the  result of some  start-up  costs,  which are  expensed  as
incurred,  being  absorbed for the locations  added since June 1997.  Typically,
start-up  costs are mainly the result of  personnel  costs  necessary to staff a
center that is not yet being used to capacity.

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 $522,000 in the third quarter
of fiscal  1998,  up from  $306,000 in the third  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 $214,000 in the third quarter of
fiscal  1997 to  $291,000 in the third  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 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:

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

      The ability to utilize NOL's prior to their expansion.

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

   
                                       12
    

<PAGE>



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

     For the Nine  Months  Ended June 30,  1998 as  Compared  to the Nine Months
Ended June 30, 1997

Revenues of $26,625,000 reflect an increase of thirty-one (31%) percent 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
361,000 for the nine months ended June 30, 1998 from 287,000 for the nine months
ended June 30, 1997.

Financial Condition at June 30, 1998

Cash and cash equivalents decreased by $15,000 during the nine months ended June
30, 1998 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   70%  during  the  period.   An  increase  of
approximately  30% is  reflective  of the  addition  of centers  and the overall
growth in patient  visits to existing  centers.  The remaining  increase was the
result  of  the  accounts  receivable   purchase  from  MainStreet.   Management
anticipates  that  cash  flow  from the  collection  of the  purchased  accounts
receivable will enhance future periods.
    

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

Long-term debt increased from  $7,280,000 at September 30, 1997 to $9,821,000 at
June 30, 1998  primarily  as a result of  indebtedness  incurred in the practice
acquisitions  detailed earlier and due to 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, 1998 by $3,616,000.

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 provided $43,000 of cash during the nine months ended June
30, 1998. This reflects growth in the Company's  accounts  receivable as well as
prepaid expenses and an increase in accounts payable and accrued  expenses.  The
growth in accounts receivable and in accounts payable is the result of growth in
the number of Centers, patient visits and charges per patient visit.

Investing  activities used $1,660,000 of cash during the nine months as a result
of expansion  efforts.  Continued growth is anticipated  during the remainder of
fiscal 1998 and beyond.

In May 1998, the Company,  through a private placement,  issued 1,200,000 shares
of common stock at $1.00 per share  through  Allen & Company,  Inc. and received
net $1,066,200 in cash.

   
                                       13
    

<PAGE>


The Year 2000

It is possible that the Company's currently installed computer systems, or other
business systems, or those of the Company's vendors,  working either alone or in
conjunction  with other  software or systems,  will not accept input of,  store,
manipulate or output dates in the years 1999,  2000 or thereafter  without error
or interruption  (commonly  known as the "Year 2000"  problem).  The Company has
conducted a review of its business systems,  including its computer systems, and
is querying  its  vendors as to their  progress in  identifying  and  addressing
problems  that their  computer  systems may face in  correctly  processing  date
information as the Year 2000 approaches and is reached. However, there can be no
assurance  that the Company  will  identify  all such Year 2000  problems in its
compute  systems  or those of its  vendors  or  resellers  in  advance  of their
occurrence or that the Company will be able to successfully  remedy any problems
that are  discovered.  The  expenses of the  Company's  efforts to identify  and
address such  problems,  or the expenses or liabilities to which the Company may
become  subject as a result of such  problems,  could  have a  material  adverse
effect on the Company's business, financial condition and results of operations.
Maintenance or modification costs will be expensed as incurred,  while the costs
of any new software will be capitalized over the software's useful life.







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  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.


   
                                       14
    


<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

                  During the three months ended June 30,  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)  and  Rule  506  of
                  Regulation D 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 May 12,  1998,  the Company,  through a private  placement,
                  issued an  aggregate  of  1,200,000  shares of common stock at
                  $1.00 per share through Allen & Company, Inc. to two investors
                  and received $1,066,200 net of fees and commissions in cash.

                  UCI of GA acquired  substantially all the assets of MainStreet
                  Healthcare   Corporation   ("MHC")  effective  for  accounting
                  purposes as of May 1, 1998 (the "Acquisition"). 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 the 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  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.   Therefore,   the
                  2,901,396  shares issued to MHC per the  Conditional  Delivery
                  Agreement  have been  included on the balance  sheet as issued
                  and outstanding.


Item 3            Defaults upon Senior Securities

                  This item is not applicable.

   
                                       15
    

<PAGE>




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 exhibit  included on the  attached  Exhibit
                      Index is filed as part of this report.

                  (b) Reports on Form 8-K.

                  The  Company  filed a Form  8-K/A on  April  20,  1998,  which
                  amended the Form 8-K filed with the  Securities  and  Exchange
                  Commission  on February  17,  1998 by UCI Medical  Affiliates,
                  Inc.,  a  Delaware  corporation  ("UCI"),  and  was  filed  to
                  disclose an amendment to the Agreement reported in the initial
                  filing  of  this  Form  8-K,  and  to  include  the  financial
                  statements required by Item 7 of Form 8-K.

                  The Company filed a Form 8-K/A on May 11, 1998,  which amended
                  the Form 8-K filed with the Securities and Exchange Commission
                  on March 1, 1998 by UCI Medical  Affiliates,  Inc., a Delaware
                  corporation  (the  "Company"),  and was filed to  include  the
                  financial statements required by Item 7 of Form 8-K.

                  The Company filed a Form 8-K/A on May 28, 1998,  which amended
                  the Form 8-K filed with the Securities and Exchange Commission
                  on  February  17,  1998 by UCI  Medical  Affiliates,  Inc.,  a
                  Delaware  corporation  ("UCI"),  and that  certain  Form 8-K/A
                  filed with the Securities and Exchange Commission on April 20,
                  1998,  and was filed to  disclose  a second  amendment  to the
                  Agreement reported in the initial filing of this Form 8-K, and
                  to include revised pro forma financial  information related to
                  the MainStreet Acquisition.

                  The Company filed a Form 8-K/A on July 24, 1998, which amended
                  the Form 8-K filed with the Securities and Exchange Commission
                  on  February  17,  1998 by UCI  Medical  Affiliates,  Inc.,  a
                  Delaware  corporation  ("UCI"),  that certain Form 8-K/A filed
                  with the Securities and Exchange Commission on April 20, 1998;
                  and that  certain  Form 8-K/A  filed with the  Securities  and
                  Exchange  Commission on May 28, 1998, and was filed to include
                  the financial  statements and certain other exhibits  required
                  by  Item  7  of  Form  8-K,  all  related  to  the  MainStreet
                  Acquisition.


   
                                       16
    


<PAGE>


                                       UCI MEDICAL AFFILIATES, INC.
                                               EXHIBIT INDEX


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

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




   
                                       17
    

<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:  October 13, 1998
    

   
                                       18