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

(Mark One)

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

For the quarterly period ended:                               March 31, 2000
                                    ----------------------------------------

(  )     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from:                                         to
                                    -----------------------------------

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

                               UCI MEDICAL AFFILIATES, INC,
              (Exact name of Registrant as specified in its charter)

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

1901 Main  Street,  12th  Floor,  Mail Code  1105,Columbia,  SC  29201
(Address  of  principal executive offices)

(803) 252-3661
(Registrant's telephone number including area code)


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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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


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 March 31, 2000




<PAGE>


                          UCI MEDICAL AFFILIATES, INC.

                                      INDEX



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

                  Item 1   Financial Statements

                           Condensed Consolidated Balance Sheets - March 31, 2000
                           and September 30, 1999                                                         3

                           Condensed Consolidated Statements of Operations for the quarters and
                           the six months ending March 31, 2000 and March 31, 1999                        4

                           Condensed Consolidated Statements of Cash Flows for the six months
                           ending March 31, 2000 and March 31, 1999                                       5

                           Notes to Condensed Consolidated Financial Statements                         6-7

                  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                                                                           14-15


SIGNATURES                                                                                               16


EXHIBIT INDEX                                                                                            17
</TABLE>

<PAGE>







                          UCI MEDICAL AFFILIATES, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<S>                                                                 <C>                     <C>
                                                                       March 31, 2000       September 30, 1999
                                                                     -------------------    -----------------------
                                                                          (unaudited)             (audited)
Assets
Current assets
   Cash and cash equivalents                                                 $  269,128                $    66,159
   Accounts receivable, less allowance for doubtful accounts
       of $1,171,280 and $1,482,522                                           7,706,935                  8,399,743
   Inventory                                                                    602,858                    590,318
   Prepaid expenses and other current assets                                    849,315                    748,467
                                                                     -------------------    -----------------------
Total current assets                                                          9,428,236     ----------------------
                                                                                                         9,804,687

Property and equipment, less accumulated depreciation of
   $5,512,080 and $4,921,458                                                  4,782,977                  4,796,643
Excess of cost over fair value of assets acquired, less
   accumulated amortization of $2,408,420 and $2,650,249                      4,803,725                  8,711,255
Other assets                                                                     41,500                     41,500
                                                                     -------------------    -----------------------
Total Assets                                                               $ 19,056,438               $ 23,354,085
                                                                     ===================    =======================

Liabilities and Stockholders' Equity
Current liabilities
   Book overdraft                                                           $ 1,316,886                $   803,257
   Current portion of long-term debt                                          3,817,592                  4,557,797
   Accounts payable                                                           3,630,069                  3,341,712
   Accrued salaries and payroll taxes                                         2,993,921                  2,292,542
   Other accrued liabilities                                                    963,097     ----------------------
                                                                                                         1,098,859
                                                                                            -----------------------
                                                                     -------------------
Total current liabilities                                                    12,721,565                 12,094,167

Long-term debt, net of current portion                                        4,508,961                  4,886,435
                                                                     -------------------    -----------------------
Total Liabilities                                                            17,230,526                 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 - 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                                                     (20,380,242)               (15,832,671)
                                                                     -------------------    -----------------------
Total Stockholders' Equity                                                    1,825,912                  6,373,483
                                                                     -------------------    -----------------------
Total Liabilities and Stockholders' Equity                                 $ 19,056,438               $ 23,354,085
                                                                     ===================    =======================
</TABLE>


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


<PAGE>



                               UCI MEDICAL AFFILIATES, INC.
                           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                    (unaudited)
<TABLE>
<S>                                                  <C>                 <C>                   <C>               <C>
                                                        Three Months Ended March 31,             Six Months Ended March 31,
                                                     -----------------------------------    -------------------------------------
                                                          2000                1999               2000                 1999
                                                     ----------------    ---------------    ---------------      ----------------

Revenues                                                 $10,768,006        $10,472,842        $20,966,855           $20,154,240
Operating costs                                           10,853,170          8,878,580         20,071,979            17,216,440
                                                     ----------------    ---------------    ---------------      ----------------
Operating margin (deficit)                                  (85,164)          1,594,262            894,876             2,937,800

General and administrative expenses                           22,500             25,833             48,342                43,650
Impairment of goodwill                                     3,567,376                  0          3,567,376                     0
Depreciation and amortization                                470,729            491,669            936,877               972,183
                                                     ----------------    ---------------    ---------------      ----------------
Income (loss) from operations                            (4,145,769)          1,076,760        (3,657,719)             1,921,967

Other income (expense)
   Interest expense, net of interest income                (551,923)          (379,434)          (889,853)             (747,914)
   Gain (loss) on disposal of equipment                            0           (61,777)                  0              (61,777)
                                                     ----------------    ---------------    ---------------      ----------------
Other income (expense)                                     (551,923)          (441,211)          (889,853)             (809,691)

Income (loss) before benefit (provision )for
   income taxes                                          (4,697,692)            635,549        (4,547,572)             1,112,276
Benefit (provision )for income taxes                               0                  0                  0                     0
                                                     ----------------    ---------------    ---------------      ----------------

Net income (loss)                                       $(4,697,692)          $ 635,549       $(4,547,572)           $ 1,112,276
                                                                         ===============    ===============      ================
                                                     ================

Basic earnings (loss) per share                            $   (.49)           $    .08          $   (.47)             $     .15
                                                     ================    ===============    ===============      ================

Basic weighted average common shares
   outstanding                                             9,650,515          7,909,721          9,650,515             7,416,761
                                                     ================    ===============

Diluted earnings (loss) per share                          $   (.49)           $    .08          $   (.47)             $     .15
                                                     ================    ===============

Diluted weighted average common shares
===================================================        9,657,675          7,915,390     ==============       ===============
  outstanding                                                                                    9,657,473             7,422,655
                                                     ================    ===============
</TABLE>

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




<PAGE>


                                      UCI MEDICAL AFFILIATES, INC.
                            CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                              (unaudited)

<TABLE>
<S>                                                                   <C>                <C>
                                                                       Six Months Ended March 31,
                                                                 ----------------------------------------
                                                                       2000                  1999
                                                                 ------------------    ------------------
Operating activities:
Net income (loss)                                                     $(4,547,572)           $ 1,112,276
Adjustments to reconcile net income (loss) to net
   cash provided by  (used in) operating activities:
      (Gain) loss on disposal of equipment                                       0                61,777
      Provision for losses on accounts receivable                        1,582,904               806,120
      Depreciation and amortization                                        936,877               972,183
      Impairment of goodwill                                             3,567,376                     0
Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                            (880,779)           (1,026,004)
   (Increase) decrease in prepaid expenses and other
      current assets                                                     (119,488)             (206,772)
   Increase (decrease) in accounts payable and accrued
      expenses                                                             844,655             (772,241)
                                                                                       ------------------
                                                                 ------------------

Cash provided by (used in) operating activities                          1,383,973               947,339
                                                                 ------------------    ------------------

Investing activities:
Purchases of property and equipment                                      (576,956)             (210,668)
Disposals of property and equipment                                              0                38,518
Acquisitions of goodwill                                                         0              (75,336)
(Increase) decrease in other assets                                              0               202,177
                                                                                       ------------------
                                                                 ------------------

Cash provided by (used in) investing activities                          (576,956)              (45,309)
                                                                 ------------------    ------------------

Financing activities:
Net borrowings (payments) under line-of-credit agreement                 (426,613)             (151,037)
Increase (decrease) in book overdraft                                      513,629                     0
Payments on long-term debt                                               (691,064)             (722,211)
                                                                 ------------------    ------------------

Cash provided by (used in) financing activities                          (604,048)             (873,248)
                                                                 ------------------    ------------------

Increase (decrease) in cash and cash equivalents                           202,969                28,782
Cash and cash equivalents at beginning of period                            66,159               335,923
                                                                 ------------------    ------------------
                                                                 ------------------

Cash and cash equivalents at end of period                               $ 269,128             $ 364,705
                                                                 ==================    ==================
</TABLE>

            The  accompanying  notes are an integral part of these  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 and six-month periods ended March 31, 2000
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 has 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.


ASSET IMPAIRMENTS AND SUBSEQUENT EVENTS

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  Georgia  physician  practice  centers  effective  June 1,  2000.  The
performance of these centers,  which were originally  acquired in May 1998, have
not met the  expectations of the Company during fiscal year 2000 and the Company
is no longer committed to the Georgia market. The Company expects to either sell
the property and equipment at these centers for an amount  approximating the net
book value of the fixed  assets or to transfer  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  $3,567,376  to
reduce the goodwill to its fair value

Additionally,  the Company expects to incur additional costs associated with the
decision to close the Georgia  centers in the third quarter of fiscal year 2000.
These costs related  primarily to exiting  certain lease  obligations and paying
severance  benefits  to  certain  employees  at  the  closed  locations.   Since
management  did not commit to an exit plan until May 2000,  these  costs will be
recognized in the third quarter.  The estimated severance costs are $325,000 and
the lease obligations,  net of estimated sub-lease income, are expected to range
between $250,000 to $750,000.

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 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 has extended its current facility on a month to month
basis.  The Company expects to have  availability of the existing line of credit
until it secures something more favorable.



<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 has 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 March  31,  2000 and 1999,  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
For the Three Months Ended March 31, 2000 as Compared to the Three Months Ended
March 31, 1999

Revenues  of  $10,768,000  for the  quarter  ending  March 31,  2000  reflect an
increase of 3% from those of the quarter ending March 31, 1999.

This small growth in revenue is  attributed  to "same  store"  growth in patient
charges.  The same 40  locations  were  operating  at both March 31, 2000 and at
March 31, 1999. Patient encounters were approximately 134,000 in both the second
quarter of fiscal year 2000 and 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 March 31, 2000.  As of March 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.

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 second 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
                                                                 11        13           6        8
        Employer Paid
                                                                 13        11          14       10
        HMO
                                                                  6         8          13       11
        Workers Compensation
                                                                  9         9           7        6
        Medicare/Medicaid
                                                                 36        33          33       35
        Managed Care Insurance
                                                                  8         7          11       11
        Other (Commercial Indemnity, Champus, etc.)
</TABLE>

An operating deficit of $(85,000) was earned during the second quarter of fiscal
2000 as compared to an operating  margin of $1,594,000 for the second 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.  Additionally,  the Atlanta  centers,  which are being  closed,
posted  approximately  $240,000 in losses  during the quarter  ending  March 31,
2000.  The allowance for bad debts was  increased by  approximately  $700,000 to
accrue for any  collectibility  issues on the Atlanta accounts  receivable after
center closure. 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.

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  Georgia  physician  practice  centers  effective  June 1,  2000.  The
performance of these centers,  which were originally  acquired in May 1998, have
not met the  expectations of the Company during fiscal year 2000 and the Company
is no longer committed to the Georgia market. The Company expects to either sell
the property and equipment at these centers for an amount  approximating the net
book value of the fixed  assets or to transfer  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  $3,567,376  to
reduce the goodwill to its fair value.

Additionally,  the Company expects to incur additional costs associated with the
decision to close the Georgia  centers in the third quarter of fiscal year 2000.
These costs related  primarily to exiting  certain lease  obligations and paying
severance  benefits  to  certain  employees  at  the  closed  locations.   Since
management  did not commit to an exit plan until May 2000,  these  costs will be
recognized in the third quarter.  The estimated severance costs are $325,000 and
the lease obligations,  net of estimated sub-lease income, are expected to range
between $250,000 to $750,000.

When the Company acquires medical practices,  the excess of cost over fair value
of assets  acquired  (goodwill)  is recorded as an asset and is  amortized  on a
straight-line  basis over 15 years.  Subsequent to an  acquisition,  the Company
periodically evaluates whether later events and circumstances have occurred that
indicate that the  remaining  balance of goodwill may not be  recoverable.  When
external  factors  indicate  that  goodwill  should be  evaluated  for  possible
impairment,  the Company uses an estimate of the related  center's  undiscounted
cash flows to  determine if  impairment  exists.  If  impairment  exists,  it is
measured based on the difference between the carrying amount and fair value, for
which  discounted  cash flows are used.  Examples of external  factors  that are
considered in evaluation for possible  impairment include significant changes in
the third party payor  reimbursement  rates and  unusual  turnover or  licensure
difficulties of clinical staff at a center.

During the second quarter of fiscal year 2000, the above analysis resulted in an
impairment change of approximately  $3,570,000 to goodwill for centers that will
be closed  (i.e.,  the  Atlanta  Centers).  This is recorded  as  Impairment  of
Goodwill.

Depreciation  and  amortization  expense  decreased  to  $471,000  in the second
quarter of fiscal 2000, down from $492,000 in the second 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 increased from $379,000 in the second
quarter  of fiscal  1999 to  $552,000  in the  second  quarter  of  fiscal  2000
primarily as a result of increases to the prime rate.

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 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 has extended its current facility on a month to month
basis.  The Company expects to have  availability of the existing line of credit
until it secures something more favorable.

For the Six Months Ended March 31, 2000 as Compared to the Six Months Ended
March 31, 1999

Revenues of $20,967,000 reflect an increase of 4% from the same period in fiscal
year 1999 and is attributable to "same store" growth in patient charges. Patient
encounters  increased  to 265,000  for the six months  ended March 31, 2000 from
261,000 for the six months ended March 31, 1999.

Financial Condition at March 31, 2000

Cash and cash  equivalents  increased  by $203,000  during the six months  ended
March 31, 2000 mainly as a result of the timing of cash  payments to vendors and
salary payments.

Accounts receivable  decreased by $693,000 during the six months,  reflecting an
improvement in the billing and collection functions.

The reduction in goodwill is  attributable to regularly  scheduled  amortization
and the realignment write-off of the Atlanta Centers previously discussed.

Long-term debt decreased from  $9,444,000 at September 30, 1999 to $8,327,000 at
March 31,  2000.  Regular  principal  pay-downs  of  approximately  $345,000 per
quarter and a temporary  decrease in the Company's  line of credit  balance were
the cause. The line of credit 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  $2,700,000 at March 31, 2000. The line of credit
bears  interest  of prime  plus 2.5% and has been  extended  on a month to month
basis since March 2000. (Prime rate was 8.75% as of March 31, 2000.) The line of
credit is used to fund the working  capital  needs of the  Company's  expansion.
This debt was  classified  as current at March 31,  2000 due to the fact that it
was renewed on a month to month basis.

As of March 31,  2000,  the  Company  had no  material  commitments  for capital
expenditures  and  expects to  continue to fund any  required  expenditure  from
working  capital.  There can be no assurance  that  operations  will continue to
provide adequate cash needed in the future.

Operating  activities  produced  $1,384,000  of cash during the six months ended
March 31,  2000,  compared  with  $947,000  during the same  period in the prior
fiscal  year.  This  improvement  was mainly the  result of the  improvement  in
accounts receivable collections.

Investing  activities  used only  $577,000 in cash  during the six months  ended
March 31, 2000 to purchase needed equipment to operate existing centers.

Financing  activities  utilized  $691,000  in cash during the  six-month  period
primarily for debt reduction.

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.



<PAGE>


The Company also reviewed its non-IT systems  (including voice  communications).
The costs to remedy non-IT  systems were 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 DISCLOSURE 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  $4,000,000 of the Company's debt at March 31, 2000 was subject to
fixed interest  rates and principal  payments.  Approximately  $4,000,000 of the
Company's debt at March 31, 2000 was subject to variable  interest rates.  Based
on the  outstanding  amounts  of  variable  rate  debt at March  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

                  On March 23, 2000, the annual meeting of the  shareholders  of
                  the Company was held and the following actions were taken:

     The shares of Common Stock  represented  at the meeting were voted to elect
Harold H. Adams,  Jr. and Thomas G. Faulds to the Board of  Directors  for terms
expiring in 2003, as follows:
<TABLE>
<S>               <C>                                 <C>             <C>               <C>
                                                        Number                          Withhold
                                                         Voting           For           Approval
                                                      ------------    ------------    -------------

                  Harold H. Adams, Jr.                  5,597,345       5,473,692          123,653
                  Thomas G. Faulds                      5,597,345       5,473,680          123,665
</TABLE>

     Five other Directors,  M.F. McFarland,  III, M.D., A. Wayne Johnson,  Ashby
Jordan,  M.D.,  John M. Little,  M.D. and Charles M. Potok whose terms expire in
2000, 2001, 2001, 2001, and 2000, respectively, continued to serve as elected.

                  The shares of Common  Stock  represented  at the meeting  were
                  voted to ratify the appointment of PricewaterhouseCoopers  LLP
                  as  independent  auditors  for the Company for the fiscal year
                  ended September 30, 2000, as follows:
<TABLE>

<S>                 <C>             <C>               <C>            <C>
                        Number
                        Voting            For           Against         Abstain
                    -------------    ------------     -----------    ----------
                     5,596,720       5,557,282          39,438                0
</TABLE>


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., CPA
------------------------------------    ----------------------------
Marion F. McFarland, III, M.D.          Jerry F. Wells, Jr., CPA
President, Chief Executive Officer,     Executive Vice President of Finance,
and Chairman of the Board               Chief Financial Officer, and
                                        Principal Accounting Officer




Date:  May 22, 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>