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

(Mark One)

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

For the quarterly period ended:                      December 31, 2000

(  )     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:

   9,650,515 shares of $.05 common stock outstanding at December 31, 2000

Transitional Small Business Disclosure Format (check one): ( )Yes ( X ) No
<PAGE>

                     UCI MEDICAL AFFILIATES, INC.

                            INDEX

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

PART I            FINANCIAL INFORMATION

                  Item 1   Financial Statements

                           Condensed Consolidated Balance Sheets - December 31, 2000
                           and September 30, 2000                                                    3

                           Condensed Consolidated Statements of Operations for the quarters
                           ended December 31, 2000 and December 31, 1999                             4

                           Condensed Consolidated Statements of Cash Flows for the quarters
                           ended December 31, 2000 and December 31, 1999                             5

                           Notes to Condensed Consolidated Financial Statements                      6

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

                  Item 3   Quantitative and Qualitative Disclosures About Market Risk               12

PART II           OTHER INFORMATION

                  Items 1-6                                                                         13


SIGNATURES                                                                                          14
</TABLE>


<PAGE>


                                         UCI Medical Affiliates, Inc.
                                     Condensed Consolidated Balance Sheets

<TABLE>
<S>                                                                   <C>                      <C>
                                                                       December 31, 2000       September 30,
                                                                                                    2000
                                                                       -------------------    -----------------
                                                                           (unaudited)              (audited)
Assets
Current assets
   Cash and cash equivalents                                                    $ 345,136            $ 302,927
   Accounts receivable, less allowance for doubtful accounts
       of $1,627,149 and $1,549,048                                             7,519,869            6,958,745
   Inventory                                                                      623,497              623,497
   Prepaid expenses and other current assets                                    1,042,517              933,130
                                                                       -------------------
                                                                                              -----------------
Total current assets                                                   ------------------     ----------------
                                                                                9,531,020            8,818,299

Property and equipment less accumulated depreciation of
   $6,311,126 and $6,035,106                                                    4,198,768            4,326,093
Excess of cost over fair value of assets acquired, less
   accumulated amortization of $2,720,471 and $2,616,455                        4,491,674            4,595,690
Other assets                                                                       41,500               41,500
                                                                       -------------------    -----------------
Total Assets                                                                  $18,262,962         $ 17,781,582
                                                                       ===================    =================

Liabilities and Stockholders' Equity
Current liabilities
   Book overdraft                                                              $1,186,821          $ 1,184,257
   Current portion of long-term debt                                            6,525,105            6,489,280
   Accounts payable                                                             3,028,602            3,511,545
   Accrued salaries and payroll taxes                                           3,591,375            2,544,102
   Other accrued liabilities                                                    1,176,466     ----------------
                                                                                                     1,318,362
                                                                                              -----------------
                                                                       -------------------
Total current liabilities                                                      15,508,369           15,047,546

Long-term debt, net of current portion                                          2,415,540            2,463,034
                                                                       -------------------    -----------------
Total Liabilities                                                              17,923,909           17,510,580
                                                                       -------------------    -----------------

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 and 50,000,000
      Issued and outstanding- 9,650,515 and 9,650,515 shares                      482,526              482,526
   Paid-in capital                                                             21,723,628           21,723,628
   Accumulated deficit                                                       (21,867,101)         (21,935,152)
                                                                       -------------------    -----------------
Total Stockholders' Equity                                                        339,053              271,002
                                                                       -------------------    -----------------

Total Liabilities and Stockholders' Equity                                    $18,262,962         $ 17,781,582
                                                                       ===================    =================
</TABLE>

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

<PAGE>

                                         UCI Medical Affiliates, Inc.
                                Condensed Consolidated Statements of Operations
                                                  (unaudited)
<TABLE>
<S>                                                            <C>                     <C>
                                                                Three Months Ended December 31,
                                                                     2000                    1999
                                                              --------------------     ------------------

Revenues                                                               $9,441,662            $10,198,849
Operating costs                                                         8,622,349              9,218,809
                                                              --------------------     ------------------
Operating margin                                                          819,313                980,040

General and administrative expenses                                         9,658                 25,843
Depreciation and amortization                                             380,038                466,147
                                                              --------------------     ------------------
Income (loss) from operations                                             429,617                488,050

Other income (expense)
   Interest expense, net of interest income                             (361,566)              (337,930)

Income before benefit (provision ) for income taxes                        68,051                150,120
Benefit (provision )for income taxes                                            0                      0
                                                              --------------------     ------------------

Net income                                                              $  68,051             $  150,120
                                                                                       ==================
                                                              ====================

Basic earnings per share                                                 $    .01               $    .02
                                                              ====================     ==================

Basic weighted average common shares outstanding                        9,650,515              9,650,515
                                                              ====================     ==================

Diluted earnings per share                                               $    .01               $    .02
                                                              ====================     ==================

Diluted weighted average common shares outstanding                      9,657,675              9,657,258
                                                              ====================     ==================
</TABLE>


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

<PAGE>

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


<TABLE>
<S>                                                              <C>                   <C>
                                                                 Three Months Ended December 31,
                                                                       2000                  1999
                                                                 ------------------    -----------------
Operating activities:
Net income (loss)                                                        $  68,051            $ 150,120
Adjustments to reconcile net income (loss) to net
   cash provided by  (used-in) operating activities:
      Provision for losses on accounts receivable                          371,750              403,164
      Depreciation and amortization                                        380,037              466,147
Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                            (932,874)            (434,000)
   (Increase) decrease in inventory                                              0             (12,540)
   (Increase) decrease in prepaid expenses and other
      current assets                                                     (109,387)            (165,750)
   Increase (decrease) in accounts payable and accrued
      expenses                                                             424,351              101,544
                                                                                       -----------------
                                                                 ------------------

Cash provided by (used in) operating activities                            201,928              508,685
                                                                 ------------------    -----------------

Investing activities:
Purchases of property and equipment                                      (150,614)            (222,006)
(Increase) decrease in other assets                                              0                    0
                                                                                       -----------------
                                                                 ------------------

Cash provided by (used in) investing activities                          (150,614)            (222,006)
                                                                 ------------------    -----------------

Financing activities:
Net borrowings (payments) under line-of-credit agreement                   216,316              303,826
Increase (decrease) in book overdraft                                        2,564             (82,966)
Payments on long-term debt                                               (227,985)            (344,650)
                                                                 ------------------    -----------------

Cash provided by (used in) financing activities                            (9,105)            (123,790)
                                                                 ------------------    -----------------

Increase (decrease) in cash and cash equivalents                            42,209              162,889
Cash and cash equivalents at beginning of period                           302,927               66,159
                                                                 ------------------    -----------------
                                                                 ------------------

Cash and cash equivalents at end of period                               $ 345,136            $ 229,048
                                                                 ==================    =================
</TABLE>


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

                                         UCI MEDICAL AFFILIATES, INC.

                    NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                                  (unaudited)


BASIS OF PRESENTATION:

     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation  S-X of the Securities  and Exchange  Commission.  Accordingly,
they do not include all of the information  and footnotes  required by generally
accepted accounting principles for complete financial statements. In the opinion
of management,  all adjustments  (consisting only of those of a normal recurring
nature)  considered  necessary  for a  fair  presentation  have  been  included.
Operating  results for the  three-month  period ended  December 31, 2000 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending  September  30,  2001.  For  further  information,  refer to the  audited
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Company's annual report on Form 10-K for the year ended September 30, 2000.

     The consolidated  financial  statements include the accounts of UCI Medical
Affiliates,  Inc.  ("UCI"),  UCI  Medical  Affiliates  of South  Carolina,  Inc.
("UCI-SC"),  UCI Medical Affiliates of Georgia, Inc. ("UCI-GA"),  Doctor's Care,
P.A., Doctor's Care of Georgia, P.C., and Doctor's Care of Tennessee,  P.C. (the
three together as the "P.A.").  (As used herein,  the term  "Company"  refers to
UCI,  UCI-SC,  UCI-GA,  and the P.A.,  collectively.)  Because of the  corporate
practice  of  medicine  laws in the states in which the  Company  operates,  the
Company  does not own medical  practices  but instead  enters into an  exclusive
long-term management services agreements with the P.A. which operate the medical
practices.  Consolidation of the financial statements is required under Emerging
Issues  Task Force  (EITF)  97-2 as a  consequence  of the  nominee  shareholder
arrangement  that exists with respect to each of the P.A.'s.  In each case,  the
nominee (and sole)  shareholder  of the P.A. has entered into an agreement  with
UCI-SC or UCI-GA,  as applicable,  which satisfies the requirements set forth in
footnote 1 of EITF 97-2. Under the agreement,  UCI-SC or UCI-GA,  as applicable,
in its sole  discretion,  can effect a change in the nominee  shareholder at any
time for a payment of $100 from the new nominee  shareholder  to the old nominee
shareholder,  with  no  limits  placed  on  the  identity  of  any  new  nominee
shareholder and no adverse impact resulting to any of UCI-SC, UCI-GA or the P.A.
resulting from such change.

     In addition to the nominee shareholder  arrangements  described above, each
of UCI-SC and UCI-GA have entered into  Administrative  Service  Agreements with
the P.A.'s.  As a consequence of the nominee  shareholder  arrangements  and the
Administrative  Service  Agreements,  the  Company  has  a  long-term  financial
interest in the affiliated  practices of the P.A.'s.  Through the Administrative
Services  Agreement,  the Company has exclusive  authority over decision  making
relating  to all major  on-going  operations.  The  Company  establishes  annual
operating and capital budgets for the P.A. and  compensation  guidelines for the
licensed medical professionals.  The Administrative  Services Agreements have an
initial term of forty years.  According to EITF 97-2,  the  application  of FASB
Statement No. 94 (Consolidation of All Majority-Owned Subsidiaries), and APB No.
16  (Business  Combinations),  the Company must  consolidate  the results of the
affiliated  practices with those of the Company.  All  significant  intercompany
accounts and transactions are eliminated in consolidation,  including management
fees.

     The method of  computing  the  management  fees is based on billings of the
affiliated practices less the amounts necessary to pay professional compensation
and  other  professional  expenses.  In all  cases,  these  fees  are  meant  to
compensate the Company for expenses incurred in providing covered services, plus
a profit.  These  interests are  unilaterally  salable and  transferable  by the
Company and fluctuate based upon the actual performance of the operations of the
professional corporation.

     The P.A.  enters  into  employment  agreements  with  physicians  for terms
ranging from one to ten years. All employment agreements have clauses that allow
for early  termination of the agreement if certain events occur such as the loss
of a medical license.

     The  preparation  of financial  statements  in  conformity  with  generally
accepted  accounting  principles  requires  management  to  make  estimates  and
assumptions  that  affect the  reported  amounts of assets and  liabilities  and
revenues and expenses and the disclosure of contingent  assets and  liabilities.
Actual results could differ from those  estimates and  assumptions.  Significant
estimates are discussed in the footnotes,  as  applicable,  of the Form 10-K for
the year ended September 30, 2000.

     The  inventory  of  medical  supplies  and drugs is carried at the lower of
average cost (first in, first out) or market.  The volume of supplies carried at
a center varies very little from month to month and management,  therefore, does
only an annual  physical  inventory  count  and does not  maintain  a  perpetual
inventory system.

The Company operates as one segment.

EARNINGS PER SHARE

     The  computation  of basic earnings  (loss) per share and diluted  earnings
(loss) per share is in conformity  with the provisions of Statement of Financial
Accounting Standards No. 128.

Going Concern Matters

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

     The  financial  statements do not include any  adjustments  relating to the
recoverability  and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.  The Company plans include
the  following,  although it is not possible to predict the ultimate  outcome of
the Company's efforts.

     The  closure  of the  Atlanta  centers,  which  were  unprofitable,  had an
immediate  positive  effect on the Company in the fourth  quarter of fiscal year
2000 and continued into the first quarter of fiscal year 2001. This  improvement
is expected to continue into fiscal year 2001 and beyond.  However, there can be
no assurances that such improvement will occur.

<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 the Company include the accounts
of UCI,  UCI-SC,  UCI-GA and the P.A.'s.  Such  consolidation  is required under
Emerging  Issues  Task  Force  (EITF)  97-2  as a  consequence  of  the  nominee
shareholder  arrangement  that exists with respect to each of the PA's.  In each
case,  the  nominee  (and sole)  shareholder  of the P.A.  has  entered  into an
agreement with UCI-SC or UCI-GA, as applicable, which satisfies the requirements
set forth in footnote 1 of EITF 97-2. Under the agreement,  UCI-SC or UCI-GA, as
applicable,  in its  sole  discretion,  can  effect  a  change  in  the  nominee
shareholder  at any time for a payment of $100 from the new nominee  shareholder
to the old nominee shareholder, with no limits placed on the identity of any new
nominee shareholder and no adverse impact resulting to any of UCI-SC,  UCI-GA or
the P.A. resulting from such change.

     In addition to the nominee shareholder  arrangements  described above, each
of UCI-SC and UCI-GA have entered into  Administrative  Service  Agreements with
the P.A.'s.  As a consequence of the nominee  shareholder  arrangements  and the
Administrative  Service  Agreements,  the  Company  has  a  long-term  financial
interest in the affiliated practices of the P.A.'s.  According to EITF 97-2, the
application  of FASB  Statement  No.  94  (Consolidation  of All  Majority-Owned
Subsidiaries),  and  APB  No.  16  (Business  Combinations),  the  Company  must
consolidate the results of the affiliated practices with those of the Company.

     The P.A.'s  enter into  employment  agreements  with  physicians  for terms
ranging from one to ten years. All employment agreements have clauses that allow
for early  termination of the agreement if certain events occur such as the loss
of a medical license. Over 79% of the physicians employed by the P.A.'s are paid
on an hourly basis for time  scheduled  and worked at the medical  centers.  The
other physicians are salaried. Approximately 25 of the physicians have incentive
compensation  arrangements;  however, no amounts were accrued or paid during the
Company's  three  prior  fiscal  years  that  were  significant.  Any  incentive
compensation is based upon a percentage of non-ancillary collectible charges for
services  performed by a provider.  Percentages range from 3% to 17% and vary by
individual  employment  contract.  As of December 31, 2000 and 1999,  the P.A.'s
employed 106 and 121 medical providers, respectively.

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

     The Company does not allocate all indirect  costs incurred at the corporate
offices to the Centers on a center-by-center basis.  Therefore,  all discussions
below are intended to be in the aggregate for the Company as a whole.

Results of Operations

     UCI  provides  nonmedical  management  and  administrative  services  for a
network of 34  freestanding  medical  centers (the  "Centers"),  32 of which are
located  throughout  South Carolina and two are located in Knoxville,  Tennessee
(28  operating  as Doctor's  Care in South  Carolina,  two as  Doctor's  Care in
Knoxville, Tennessee, and four as Progressive Physical Therapy Services in South
Carolina).

     Revenues of $9,442,000  for the quarter  ended  December 31, 2000 reflect a
decrease of $757,000 or 7% from those of the quarter ended December 31, 1999. Of
this  decrease  $564,000  is related to the  closure  of the  company's  Atlanta
centers to be discussed  below.  The remaining  decrease is due to the timing of
the flu season being earlier in fiscal year 2000 and later in fiscal year 2001.

     The Company continually  evaluates the operations of its physician practice
centers and  assesses the centers for  impairment  when  certain  indicators  of
impairment  are present.  In May 2000,  the Company  announced  its intention to
close its seven Georgia physician  practice centers effective June 30, 2000. The
performance of these centers,  which were  originally  acquired in May 1998, did
not meet the expectations of the Company during fiscal year 2000 and the Company
was no longer committed to the Georgia market. The Company sold the property and
equipment at these centers for an amount approximating the net book value of the
fixed  assets  or  transferred  the  property  and  equipment  to other  Company
locations.  The  long-lived  assets and related  goodwill for these  centers was
assessed for  impairment  under a held for use model as of March 31, 2000.  As a
result of the  decision to close these  centers  coupled  with the fact that the
remaining projected undiscounted cash flows were less than the carrying value of
the long-lived  assets and goodwill for these centers,  the Company  recorded an
impairment  in the quarter ended March 31, 2000 of  approximately  $3,567,000 to
reduce the goodwill to its fair value.

     This  decrease  in revenue is the result of the  decrease  in the number of
centers in operation for 41 locations at December 31, 1999 to 34 at December 31,
2000. Patient encounters decreased to approximately 119,000 in the first quarter
of fiscal year 2001 from 131,000 in the first quarter of fiscal year 2000.

     During the past three fiscal years,  the Company has continued its services
provided to members of HMOs.  In these  arrangements,  the Company,  through the
P.A.,  acts as the  designated  primary  caregiver  for members of HMOs who have
selected  one of the  Company's  centers  or  providers  as their  primary  care
provider.  In fiscal  year  1994,  the  Company  began  participating  in an HMO
operated by Companion HealthCare  Corporation ("CHC"), a wholly owned subsidiary
of Blue Cross Blue Shield of South Carolina  ("BCBS").  BCBS,  through CHC, is a
primary  stockholder of UCI. Including its arrangement with CHC, the Company now
participates  in four HMOs and is the primary  care  "gatekeeper"  for more than
18,000 lives at December 31, 2000.  As of December 31, 2000,  all of these HMOs
use a discounted  fee-for-service  basis for payment. HMOs do not, at this time,
have a significant  penetration into the South Carolina  market.  The Company is
not certain if there will be growth in the market  share of HMOs in the areas in
which it  operates  clinics.  Capitated  revenue  decreased  from  approximately
$340,000 in the first  quarter of fiscal year 2000 to $0 in the first quarter of
fiscal year 2001.

     Sustained revenues in fiscal years 2001 and 2000 also reflect the Company's
heightened focus on occupational  medicine and industrial health services (these
revenues  are  referred  to as  "employer  paid" on the  table  below).  Focused
marketing  materials,   including  quarterly  newsletters  for  employers,  were
developed to spotlight the Company's services for industry. Approximately 25% of
the  Company's  total  revenues  were derived from these  occupational  medicine
services in both 2001 and 2000.

     The following table breaks out the Company's  revenue and patient visits by
revenue source for the first quarter of fiscal years 2001 and 2000.

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

                                                                  Percent of                  Percent of
                             Payor                              Patient Visits                 Revenue
        ------------------------------------------------    ------------------------    -----------------------
                                                               2001         2000           2001        2000
                                                            ------------ -----------    ------------ ----------
                                                                17           17             16          16
        Patient Pay
                                                                11           9               7           5
        Employer Paid
                                                                12           13             14          15
        HMO
                                                                 7           6              15          12
        Workers Compensation
                                                                 9           8               6           6
        Medicare/Medicaid
                                                                38           38             33          33
        Managed Care Insurance
                                                                 6           9               9          13
        Other (Commercial Indemnity, Champus, etc.)
</TABLE>

     An  operating  margin of $819,000  was earned  during the first  quarter of
fiscal 2001 as compared to an operating margin of $980,000 for the first quarter
of fiscal  2000.  If the  Atlanta  centers had not been  operating  in the first
quarter of fiscal year 2000,  the  operating  margin for that quarter would have
been $1,275,000.

     Management  believes that the decline in margin was the result of personnel
and supply costs  overruns that it is in the process of reducing.  However,  the
personnel  cost  increases are in part  attributable  to increased  cost-cutting
pressures 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.  Additionally,  the annual flu
season hit in November  and  December of 1999 for fiscal year 2000 and not until
January 2001 in fiscal year 2001 which had an effect on this year's margin.

     Depreciation  and amortization  expense  decreased to $380,000 in the first
quarter of fiscal 2001,  down from $466,000 in the first quarter of fiscal 2000.
This  decrease  reflects  higher  depreciation  expense as a result of leasehold
improvements  and  equipment  upgrades  at a  number  of the  Company's  medical
centers,  offset  by a  greater  reduction  in  amortization  expense  for fully
amortized  acquisitions  and the closure of the Atlanta sites.  Interest expense
increased  from  $338,000 in the first quarter of fiscal 2000 to $362,000 in the
first quarter of fiscal 2001 primarily as a result of the higher  interest rates
in the first quarter of fiscal year 2001.

Going Concern Matters

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

     The  financial  statements do not include any  adjustments  relating to the
recoverability  and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.  The Company plans include
the  following,  although it is not possible to predict the ultimate  outcome of
the Company's efforts.

     The  closure  of the  Atlanta  centers,  which  were  unprofitable,  had an
immediate  positive  effect on the Company in the fourth  quarter of fiscal year
2000 and continued into the first quarter of fiscal year 2001. This  improvement
is expected to continue into fiscal year 2001 and beyond.  However, there can be
no assurances that such improvement will occur.

Financial Condition at December 31, 2000

     Cash and cash  equivalents  increased by $42,000  during the quarter  ended
December 31, 2000 mainly as a result of the continuing profitability.

     Accounts  receivable  increased  by  $561,000  during the  quarter and is a
temporary increase that reversed in January 2001 and is related to the timing of
the keying of remittances from insurance carriers.

The reduction in goodwill is attributable to regularly scheduled amortization.

     Long-term  debt  decreased  from   $8,952,000  at  September  30,  2000  to
$8,941,000 at December 31, 2000.  Regular  principal  pay-downs of approximately
$228,000 during the quarter were offset by a temporary increase in the Company's
line of credit balance. This balance fluctuates daily.  Management believes that
it will be able to fund debt service  requirements out of cash generated through
operations  and  does  not  anticipate  the   availability  of  additional  debt
financing.

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 CHC and  CP&C),  and  credit  extended  by
suppliers.

     The  Company  has a  $4,000,000  bank  line of credit  with an  outstanding
indebtedness of approximately  $3,800,000 at December 31, 2000. The availability
under  this line of credit is  limited by  accounts  receivable  type and age as
defined in the  agreement.  As of December  31,  2000,  the Company had borrowed
approximately the maximum allowable  amounts.  The line of credit bears interest
of prime  plus 2.5% with a maturity  of August  2001.  (Prime  rate was 9.50% at
December 31, 2000.) The line of credit is used to fund the working capital needs
of the Company.

     As of December  31,  2000,  the Company  had no  material  commitments  for
capital expenditures or for acquisition or start-ups.

     Operating  activities produced $202,000 of cash during the first quarter of
fiscal year 2001, compared with $509,000 during the first quarter of fiscal year
2000.

     Investing activities used $151,000 in the first quarter of fiscal year 2001
as  compared  to  $222,000  in the first  quarter of fiscal year 2000 in cash to
purchase needed equipment for its operating sites.

     Financing  activities utilized $228,000 in cash during the quarter for debt
reduction offset by an approximate  $216,000 increase in the line of credit that
was  temporary  in nature due to the daily  fluctuation  of the primary  line of
credit.

Advisory Note Regarding Forward-Looking Statements

     Certain of the  statements  contained in this PART I, Item 2  (Management's
Discussion and Analysis of Financial  Condition and Results of Operations)  that
are not  historical  facts are  forward-looking  statements  subject to the safe
harbor  created by the Private  Securities  Litigation  Reform Act of 1995.  The
Company  cautions  readers  of this  Quarterly  Report  on Form  10-Q  that such
forward-looking  statements  involve known and unknown risks,  uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially  different from those  expressed or implied by such
forward-looking  statements.  Although the  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  costs of  providing  healthcare  and  administering  its  network  of
Centers;  the  possible  negative  effects  from  changes in  reimbursement  and
capitation  payment  levels  and  payment  practices  by  insurance   companies,
healthcare plans, government payors and other payment sources; the difficulty of
attracting  primary care  physicians;  the increasing  competition  for patients
among healthcare providers; possible government regulations negatively impacting
the existing  organizational  structure of the  Company;  the possible  negative
effects of prospective  healthcare  reform;  the challenges and uncertainties in
the  implementation  of the Company's  expansion and development  strategy;  the
dependence  on  key  personnel,   the  ability  to  successfully  integrate  the
management  structures  and  consolidate  the  operations  of recently  acquired
entities or practices with those of the Company,  and other factors described in
this report and in other  reports filed by the Company with the  Securities  and
Exchange Commission.

<PAGE>


                                                    ITEM 3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company is exposed to changes in interest  rates  primarily as a result
of its borrowing  activities,  which includes  credit  facilities with financial
institutions  used  to  maintain  liquidity  and  fund  the  Company's  business
operations, as well as notes payable to various third parties in connection with
certain  acquisitions  of property and  equipment.  The nature and amount of the
Company's  debt may vary as a result of  future  business  requirements,  market
conditions and other factors.  The definitive  extent of the Company's  interest
rate risk is not  quantifiable  or  predictable  because of the  variability  of
future interest rates and business financing requirements.  The Company does not
currently use derivative  instruments to adjust the Company's interest rate risk
profile.

     Approximately  $3,800,000  of the  Company's  debt at December 31, 2000 was
subject to fixed interest rates and principal payments. Approximately $5,000,000
of the  Company's  debt at December  31,  2000 was subject to variable  interest
rates.  Based on the  outstanding  amounts of variable rate debt at December 31,
2000,  the  Company's  interest  expense on an annualized  basis would  increase
approximately $40,000 for each increase of one percent in the prime rate.

     The Company  does not utilize  financial  instruments  for trading or other
speculative purposes, nor does it utilize leveraged financial instruments.

<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

                  This item is not applicable.


Item 3            Defaults upon Senior Securities

                  This item is not applicable.


Item 4            Submission of Matters to a Vote of Security Holders

                  This item is not applicable.


Item 5            Other Information

                  This item is not applicable.


Item 6            Exhibits and Reports on Form 8-K

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

(b)      Reports on Form 8-K.

                      None.







<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.
President, Chief Executive Officer,       Executive Vice President of Finance,
and Chairman of the Board                 Chief Financial Officer and
                                          Principal Accounting Officer



Date:  February 20, 2001

<PAGE>

                                         UCI MEDICAL AFFILIATES, INC.
                                                 EXHIBIT INDEX


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<S>     <C>          <C>                                                        <C>
 EXHIBIT NUMBER
                                          DESCRIPTION                                       PAGE NUMBER
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       27            Financial Data Schedule                                    Filed separately as Article Type 5 via Edgar
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