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, 1999
                                    ----------------------------------

(  )     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, 1999

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, 1999
                           and September 30, 1999                                                          3

                           Condensed Consolidated Statements of Operations for the quarters
                           ended December 31, 1999 and December 31, 1998                                   4

                           Condensed Consolidated Statements of Cash Flows for the quarters
                           ended December 31, 1999 and December 31, 1998                                   5

                           Notes to Condensed Consolidated Financial Statements                   6

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

                  Item 3   Quantitative and Qualitative Disclosures About Market Risk                    13

PART II           OTHER INFORMATION

                  Items 1-6                                                                             14


SIGNATURES                                                                                              15
</TABLE>




<PAGE>


                          UCI Medical Affiliates, Inc.
                      Condensed Consolidated Balance Sheets
<TABLE>
<S>                                                                  <C>                      <C>
                                                                       December 31, 1999       September 30,
                                                                                                    1999
                                                                       -------------------    -----------------
                                                                           (unaudited)              (audited)
Assets
Current assets
   Cash and cash equivalents                                                   $  229,048           $   66,159
   Accounts receivable, less allowance for doubtful accounts
       of $1,156,285 and $1,482,522                                             8,439,897            8,399,743
   Inventory                                                                      602,858              590,318
   Prepaid expenses and other current assets                                      914,217              748,467
                                                                       -------------------
                                                                                              -----------------
Total current assets                                                           10,186,020     ----------------
                                                                                                     9,804,687

Property and equipment less accumulated depreciation of
   $5,214,524 and $4,921,458                                                    4,725,583            4,796,643
Excess of cost over fair value of assets acquired, less
   accumulated amortization of $2,823,331 and $2,650,249                        8,538,173            8,711,255
Other assets                                                                       41,500               41,500
                                                                       -------------------    -----------------
Total Assets                                                                  $23,491,276          $23,354,085
                                                                       ===================    =================

Liabilities and Stockholders' Equity
Current liabilities
   Book overdraft                                                              $  720,291           $  803,257
   Current portion of long-term debt                                            5,053,613            4,557,797
   Accounts payable                                                             3,300,630            3,341,712
   Accrued salaries and payroll taxes                                           2,619,726            2,292,542
   Other accrued liabilities                                                      923,619     ----------------
                                                                                                     1,098,859
                                                                                              -----------------
                                                                       -------------------
Total current liabilities                                                      12,617,879           12,094,167

Long-term debt, net of current portion                                          4,349,794            4,886,435
                                                                       -------------------    -----------------
Total Liabilities                                                              16,967,673           16,980,602
                                                                       -------------------    -----------------

Commitments and contingencies

Stockholders' Equity
   Preferred stock, par value $.01 per share:
      Authorized shares - 10,000,000; none issued                                       0                    0
   Common stock, par value $.05 per share:
      Authorized shares - 10,000,000
      Issued and outstanding- 9,650,515 and 9,650,515 shares                      482,526              482,526
   Paid-in capital                                                             21,723,628           21,723,628
   Accumulated deficit                                                       (15,682,551)         (15,832,671)
                                                                       -------------------    -----------------
Total Stockholders' Equity                                                      6,523,603            6,373,483
                                                                       -------------------    -----------------

Total Liabilities and Stockholders' Equity                                    $23,491,276         $ 23,354,085
                                                                       ===================    =================
</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,
                                                                     1999                    1998
                                                              --------------------     ------------------

Revenues                                                              $10,198,849            $ 9,681,398
Operating costs                                                         9,218,809              8,337,860
                                                              --------------------     ------------------
Operating margin                                                          980,040              1,343,538

General and administrative expenses                                        25,843                 17,817
Depreciation and amortization                                             466,147                480,513
                                                              --------------------     ------------------
Income (loss) from operations                                             488,050                845,208

Other income (expense)
   Interest expense, net of interest income                             (337,930)              (368,481)

Income before benefit (provision ) for income taxes                       150,120                476,727
Benefit (provision )for income taxes                                            0                      0
                                                              --------------------     ------------------

Net income                                                             $  150,120             $  476,727
                                                                                       ==================
                                                              ====================

Basic earnings per share                                                 $    .02               $    .07
                                                              ====================     ==================

Basic weighted average common shares outstanding                        9,650,515              6,934,517
                                                              ====================     ==================

Diluted earnings per share                                               $    .02               $    .07
                                                              ====================     ==================

Diluted weighted average common shares outstanding                      9,657,258              6,934,574
                                                              ====================     ==================
</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,
                                                                       1999                  1998
                                                                 ------------------    -----------------
Operating activities:
Net income (loss)                                                        $ 150,120            $ 476,727
Adjustments to reconcile net income (loss) to net
   cash provided by  (used-in) operating activities:
      Provision for losses on accounts receivable                          403,164              387,238
      Depreciation and amortization                                        466,147              480,513
Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                            (434,000)            (268,722)
   (Increase) decrease in inventory                                       (12,540)                    0
   (Increase) decrease in prepaid expenses and other
      current assets                                                     (165,750)              202,177
   Increase (decrease) in accounts payable and accrued
      expenses                                                             101,544            (945,698)
                                                                                       -----------------
                                                                 ------------------

Cash provided by (used in) operating activities                            508,685              332,235
                                                                 ------------------    -----------------

Investing activities:
Purchases of property and equipment                                      (222,006)            (125,658)
Acquisitions of goodwill                                                         0             (62,674)
(Increase) decrease in other assets                                              0              360,749
                                                                                       -----------------
                                                                 ------------------

Cash provided by (used in) investing activities                          (222,006)              172,417
                                                                 ------------------    -----------------

Financing activities:
Net borrowings (payments) under line-of-credit agreement                   303,826            (519,938)
Increase (decrease) in book overdraft                                     (82,966)              525,018
Payments on long-term debt                                               (344,650)            (461,042)
                                                                 ------------------    -----------------

Cash provided by (used in) financing activities                          (123,790)            (455,962)
                                                                 ------------------    -----------------

Increase (decrease) in cash and cash equivalents                           162,889               48,690
Cash and cash equivalents at beginning of period                            66,159              335,923
                                                                 ------------------    -----------------
                                                                 ------------------

Cash and cash equivalents at end of period                               $ 229,048           $  384,613
                                                                 ==================    =================
</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, 1999 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending  September  30,  2000.  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, 1999.

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.  Over 79% of the physicians employed by the P.A. are paid on an
hourly basis for time scheduled and worked at the medical  centers,  while other
physicians  are salaried.  Approximately  25 of the  physicians  have  incentive
compensation  arrangements  which are  contractually  based upon factors such as
productivity, collections and quality.

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and liabilities and revenues and expenses
and the disclosure of contingent  assets and  liabilities.  Actual results could
differ from those estimates and assumptions. Significant estimates are discussed
in the footnotes,  as applicable,  of the Form 10-K for the year ended September
30, 1999.

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.



<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, 1999 and 1998,  the P.A.'s
employed 121 and 95 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

Revenues of  $10,199,000  for the quarter  ended  December  31, 1999  reflect an
increase of 5% from those of the quarter ended December 31, 1998.

This increase in revenue is the result of "same-store"  growth in patient visits
and patient  charges.  The same 41 locations were operating at both December 31,
1999 and December  31,  1998.  Patient  encounters  increased  to  approximately
131,000  in the first  quarter  of fiscal  year 2000 from  127,000  in the first
quarter of fiscal year 1999.


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
20,000 lives at December 31,  1999.  One of these HMOs uses a capitation  scheme
for payments and three pay on a discounted  fee-for-service  basis. 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 $360,000 in the first quarter of fiscal year 1999 to approximately
$340,000 in the first quarter of fiscal year 2000.

The  Company  currently  negotiates  contracts  with  one  HMO  for  the  P.A.'s
physicians  to provide  health care on a capitated  reimbursement  basis.  Under
these contracts,  which typically are automatically  renewed on an annual basis,
the P.A.  physicians  provide  virtually  all covered  primary care services and
receive a fixed  monthly  capitation  payment  from the HMOs for each member who
chooses a P.A.  physician as his or her primary care  physician.  The capitation
amount is fixed  depending  upon the age and sex of the HMO enrollee.  Contracts
with capitated HMOs accounted for  approximately 3% of the Company's net revenue
in the first  quarter of fiscal year 2000  compared  to 4% the first  quarter of
fiscal year 1999.

To the extent that enrollees  require more care than is  anticipated,  aggregate
capitation  payments may be insufficient to cover the costs  associated with the
treatment  of  enrollees.  No  capitation  contracts  currently  in place at the
Company  have been  determined  to be  insufficient  to cover  related  costs of
treatment.  Higher  capitation rates are typically  received for senior patients
because their medical needs are generally  greater and  consequently the cost of
covered care is higher.

Increased and sustained  revenues in fiscal years 2000 and 1999 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.

The  following  table  breaks out the  Company's  revenue and patient  visits by
revenue source for the first quarter of fiscal years 2000 and 1999.

<TABLE>
<S>     <C>                                                 <C>            <C>            <C>          <C>
                                                                  Percent of                  Percent of
                             Payor                              Patient Visits                 Revenue
        ------------------------------------------------    ------------------------    -----------------------
                                                               2000         1999           2000        1999
                                                            ------------ -----------    ------------ ----------
                                                                17           19             16          19
        Patient Pay
                                                                 9           11              5           8
        Employer Paid
                                                                13           10             15          10
        HMO
                                                                 6           8              12          12
        Workers Compensation
                                                                 8           10              6           7
        Medicare/Medicaid
                                                                38           34             33          34
        Managed Care Insurance
                                                                 9           8              13          10
        Other (Commercial Indemnity, Champus, etc.)
</TABLE>

An operating  margin of $980,000 was earned  during the first  quarter of fiscal
2000 as compared to an operating  margin of $1,344,000  for the first quarter of
fiscal 1999.

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.

Depreciation and amortization expense decreased to $466,000 in the first quarter
of fiscal 2000,  down from  $481,000 in the first  quarter of fiscal 1999.  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.  Interest expense  decreased from $368,000 in the first
quarter of fiscal 1999 to $338,000 in the first quarter of fiscal 2000 primarily
as a result of the overall reduction in long-term debt.

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,  an  accumulated
deficit,  and the line of credit  agreement  which expires in March 2000 and the
Company  currently  is in violation  of a loan  covenant  related to its line of
credit. 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 Company is  currently  seeking  sources of  financing  from other  financing
sources  with terms more  suitable  and  favorable  to the  Company's  financing
requirements.  The Company anticipates that a new financing  arrangement will be
in place prior to the  expiration of the current line of credit  agreement.  The
Company  management  believes  that due to the  improved  financial  results for
fiscal year 1999 and the first  quarter of fiscal year 2000 and the existence of
an adequate  asset base,  lenders will be  interested  in finalizing a financial
agreement.  The Company  expects to have  availability  of the existing  line of
credit until the expiration date of the credit agreement.

Financial Condition at December 31, 1999

Cash and cash  equivalents  increased  by  $163,000  during  the  quarter  ended
December 31, 1999 mainly as a result of the continuing profitability.

Accounts receivable increased slightly during the quarter, reflecting the slight
growth in revenue.

The reduction in goodwill is attributable to regularly scheduled amortization.

Long-term debt decreased from  $9,444,000 at September 30, 1999 to $9,403,000 at
December 31, 1999. Regular principal pay-downs of approximately  $345,000 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.

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  $7,000,000   bank  line  of  credit  with  an  outstanding
indebtedness of approximately  $3,200,000 at December 31, 1999. The availability
under  this line of credit is  limited by  accounts  receivable  type and age as
defined in the  agreement.  As of December  31,  1999,  the Company had borrowed
approximately the maximum allowable  amounts.  The line of credit bears interest
of prime  plus 2.5% with a  maturity  of March  2000.  (Prime  rate was 8.50% at
December 31, 1999.) The line of credit is used to fund the working capital needs
of the  Company.  At  December  31,  1999,  the  Company is in default of a debt
covenant  related to the line of credit in regard to a net worth.  The  covenant
requires  that net worth of the Company not drop below  $7,650,000.  The Company
believes,  but cannot be certain, that the financial institution does not intend
to take action  related to this  default and  continues to utilize the line on a
daily basis.  This line of credit  expires under its original terms on March 24,
2000 and the Company is currently in  negotiations  with its current  lender and
various other potential lenders to refinance this debt. It is, therefore,  being
temporarily classified as current.

As of December 31,  1999,  the Company had no material  commitments  for capital
expenditures or for acquisition or start-ups.

Operating  activities  produced  $509,000  of cash  during the first  quarter of
fiscal year 2000, compared with $332,000 during the first quarter of fiscal year
1999.

Investing  activities produced $172,000 in the first quarter of fiscal year 1999
in cash  mainly as the  result  of the  Company  selling  a piece of  investment
property for  approximately  $225,000 (sold for  approximately the recorded book
value).

Financing  activities  utilized  $345,000  in cash  during the  quarter for debt
reduction offset by an approximate  $304,000 increase in the line of credit that
was  temporary  in nature due to the daily  fluctuation  of the primary  line of
credit.

The Year 2000

During the years leading up to the Year 2000, an important  business issue arose
over the concern that the Company's computer systems, or other business systems,
or those of the Company's  vendors,  working either alone or in conjunction with
other software or systems, would fail to, or work incorrectly,  accept input of,
store,  manipulate  or  output  dates  in the  years  1999,  2000 or  thereafter
(commonly known as the "Year 2000" problem). In response,  the Company conducted
a  review  of  its  business  systems,  including  its  computer  systems,  on a
system-by-system basis, and queried third parties with whom it conducts business
as to their progress in identifying and addressing  problems that their computer
systems  might  face in  correctly  processing  date  information.  The  Company
reviewed its  information  technology  ("IT")  hardware and software,  including
personal  computers,  application and network  software for Year 2000 compliance
readiness.  The review  process  entailed  evaluation of  hardware/software  and
testing.  The cost to bring the  Company's IT systems into Year 2000  compliance
was approximately $25,000.

The Company  determined  that its general  accounting  systems  (which  includes
invoicing, accounts receivable, payroll, etc.) needed to be upgraded to make the
systems Year 2000 compliant.  The Company has upgraded their system at a cost of
approximately $20,000.

The Company also reviewed its non-IT systems  (including voice  communications).
The costs to remedy  non-IT  systems was not  material.  The source of funds for
evaluation  and  remediation of Year 2000  compliance  issues was cash flow from
operations.

The third parties whose Year 2000 problems could have the greatest effect on the
Company  are  believed by the Company to be banks that  maintain  the  Company's
depository   accounts'  credit  card  processing   systems   (including  related
telecommunication  systems), the companies which supply the Company with medical
supplies,  and the insurance company payors for the Company's  patients' medical
claims. To date, however,  the Company is not aware of the failure of any of the
systems of these third parties relating to Year 2000 problems.

Evidence of system  performance  in the IT and non-IT systems of the Company and
third parties with whom it conducts business following January 1, 2000 indicates
that most of the areas of exposure to system  malfunctions  associated with Year
2000  issues  have  been  properly  addressed.  Nevertheless,  there  can  be no
assurance that the Company has identified all Year 2000 problems in its computer
systems or those of third  parties 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.  Any  additional
maintenance or modification costs will be expensed as incurred.

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  $5,500,000 of the Company's debt at December 31, 1999 was subject
to fixed interest rates and principal payments.  Approximately $4,000,000 of the
Company's  debt at December  31, 1999 was  subject to variable  interest  rates.
Based on the outstanding amounts of variable rate debt at December 31, 1999, 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 14, 2000


<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>