1

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

(Mark One)

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

For the quarterly period ended:                      December 31, 1997
                                    ----------------------------------

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

For the transition period from:                                to

Commission file number:                                       0-13265

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

     Delaware                                             59-2225346
 (State or other jurisdiction of 
     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:

        6,052,164 shares of $.05 common stock outstanding at December 31, 1997

  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

                           Consolidated Balance Sheets - December 31, 1997
                           and September 30, 1997                                                   3

                           Consolidated Statements of Operations for the quarters
                           ended December 31, 1997 and December 31, 1996                            4

                           Consolidated Statements of Cash Flows for the quarters
                           ended December 31, 1997 and December 31, 1996                            5

                           Notes to Consolidated Financial Statements                               6

                  Item 2   Management's Discussion and Analysis of Financial
                           Condition and Results of Operations                                 7 -  9


PART II           OTHER INFORMATION

                  Items 1-6                                                                        10


SIGNATURES                                                                                         11
</TABLE>




<PAGE>


                          UCI Medical Affiliates, Inc.
                           Consolidated Balance Sheets
<TABLE>
<S>                                                                 <C>                     <C> 
                                                                     December 31, 1997        September 30,
                                                                                                   1997
                                                                     -------------------     -----------------
                                                                         (unaudited)               (audited)
Assets
Current assets
   Cash and cash equivalents                                         $              0         $       14,676
   Accounts receivable, less allowance for doubtful accounts
       of $923,721 and $878,469                                            6,862,480               5,943,884
   Inventory                                                                 538,396                 502,888
   Deferred taxes                                                            334,945                 334,945
   Prepaid expenses and other current assets                                 629,653                 579,217
                                                                     -------------------    ----------------
Total current assets                                                       8,365,474               7,375,610

Property and equipment less accumulated depreciation of
   $2,957,691 and $2,724,222                                               4,474,621               4,002,699
Deferred taxes                                                             1,417,237               1,417,237
Excess of cost over fair value of assets acquired, less
   accumulated amortization of $1,821,679 and
   $1,664,739                                                             8,437,440                7,801,607
Other assets                                                                266,380                  266,379
                                                                     -------------------     -----------------
Total Assets                                                         $   22,961,152            $  20,863,532
                                                                     ===================     =================

Liabilities and Stockholders' Equity
Current liabilities
   Current portion of long-term debt                                 $      916,411          $       840,879
   Current portion of long-term debt payable to employees                   201,518                  177,445
   Accounts payable                                                       2,956,625                2,039,506
   Accrued salaries and payroll taxes                                       676,107                  959,068
   Other accrued liabilities                                                371,630                  437,667
                                                                   ----------------         -----------------
Total current liabilities                                                 5,122,291                4,454,565

Long-term debt, net of current portion                                    7,833,551                6,438,655
Long-term debt payable to employees, net of current portion                 564,782                  481,815
                                                                     -------------------     -----------------
Total Liabilities                                                        13,520,624               11,375,035
                                                                     -------------------     -----------------

Commitments and contingencies                                                     0                        0

Stockholders' Equity
   Preferred stock, par value $.01 per share:
      Authorized shares - 10,000,000; none issued                                 0                        0
   Common stock, par value $.05 per share:
      Authorized shares - 10,000,000
      Issued and outstanding- 6,052,164 and 5,744,965 shares                302,608                  287,248
   Paid-in capital                                                       16,249,546               15,435,535
   Accumulated deficit                                                   (7,111,626)              (6,234,286)
                                                                     -------------------     -----------------
Total Stockholders' Equity                                                9,440,528                9,488,497
                                                                     -------------------     -----------------

Total Liabilities and Stockholders' Equity                           $   22,961,152            $  20,863,532
                                                                     ===================     =================
</TABLE>

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

<PAGE>


                          UCI Medical Affiliates, Inc.
                      Consolidated Statements of Operations
                                   (unaudited)
<TABLE>
<S>                                                         <C>                      <C>  
                                                                  Three Months Ended December 31,
                                                                    1997                    1996
                                                             --------------------     ------------------

Revenues                                                     $   8,077,876            $   6,487,908
Operating costs                                                  8,243,266                6,130,191
                                                             --------------------     ------------------
Operating margin                                                  (165,390)                 357,717

General and administrative expenses                                 25,434                   37,709
Depreciation and amortization                                      406,168                  289,474
                                                             --------------------     ------------------
Income (loss) from operations                                     (596,992)                  30,534

Other income (expense)
   Interest expense, net of interest income                       (279,351)                (166,794)
   Gain (loss) on disposal of equipment                               (439)                       0
                                                             --------------------     ------------------
Other income (expense)                                            (279,790)                (166,794)

Income (loss) before benefit (provision ) for
   income taxes                                                   (876,782)                (136,260)
Benefit (provision )for income taxes                                  (558)                 166,382
                                                             --------------------     ------------------

Net income (loss)                                            $    (877,340)          $       30,122
                                                              ==================     ====================

Basic earnings (loss) per share                              $        (.15)          $          .01
                                                             ====================     ==================

Basic weighted average common shares outstanding                 6,041,980                4,807,807
                                                             ====================     ==================

Diluted earnings (loss) per share                            $        (.14)          $          .01
                                                             ====================     ==================

Diluted weighted average common shares outstanding               6,061,945                4,819,491
                                                             ====================     ==================
</TABLE>

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



<PAGE>


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


<TABLE>
<S>                                                            <C>                   <C> 
                                                                   Three Months Ended December 31,
                                                                      1997                 1996
                                                                ------------------    ----------------
Operating activities:
Net income (loss)                                               $    (877,340)        $      30,122
Adjustments to reconcile net income (loss) to net
   cash provided by  (used-in) operating activities:
      (Gain) loss on disposal of equipment                                439                     0
      Provision for losses on accounts receivable                     244,613               130,720
      Depreciation and amortization                                   406,168               289,474
      Deferred Taxes                                                        0              (175,000)
Changes in operating assets and liabilities:
   (Increase) decrease in accounts receivable                        (899,080)             (684,836)
   (Increase) decrease in inventory                                   (35,508)               (4,776)
   (Increase) decrease in prepaid expenses and other
      current assets                                                  (50,435)             (165,981)
   Increase (decrease) in accounts payable and accrued
      expenses                                                        562,078              (164,782)
                                                              ----------------     ------------------

Cash provided by (used in) operating activities                      (649,065)             (745,059)
                                                             ------------------    ------------------

Investing activities:
Purchases of property and equipment                                 (289,260)              (135,519)
Acquisitions of goodwill                                            (106,863)               (20,718)
(Increase) decrease in other assets                                        0                   (377)
                                                              ----------------     ------------------

Cash provided by (used in) investing activities                     (396,123)              (156,614)
                                                             ------------------    ----------------

Financing activities:
Net borrowings (payments) under line-of-credit agreement            (125,921)             1,355,760
Increase in long-term debt                                         1,500,000                269,400
Payments on long-term debt                                          (343,567)              (882,949)
                                                                ------------------    ----------------

Cash provided by (used in) financing activities                    1,030,512                742,211
                                                                ------------------    ----------------

Increase (decrease) in cash and cash equivalents                     (14,676)              (159,462)
Cash and cash equivalents at beginning of period                      14,676                237,684
                                                                ------------------    ---------------

Cash and cash equivalents at end of period                      $            0        $     78,222
                                                                ==================    ================
</TABLE>

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

<PAGE>


                          UCI MEDICAL AFFILIATES, INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (unaudited)


BASIS OF PRESENTATION:

The accompanying  unaudited consolidated financial statements have been prepared
in  accordance  with  generally  accepted  accounting   principles  for  interim
financial information and with the instructions to Form 10-QSB and Article 10 of
Regulation S-X of the Securities and Exchange Commission.  Accordingly,  they do
not include all of the information and footnotes  required by generally accepted
accounting  principles  for  complete  financial  statements.  In the opinion of
management,  all  adjustments  (consisting  only of those of a normal  recurring
nature)  considered  necessary  for a  fair  presentation  have  been  included.
Operating  results for the three month  period  ended  December 31, 1997 are not
necessarily  indicative  of the results that may be expected for the fiscal year
ending  September  30,  1998.  For  further  information,  refer to the  audited
consolidated   financial  statements  and  footnotes  thereto  included  in  the
Company's annual report on Form 10-KSB for the year ended September 30, 1997.

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

In November 1997 the Emerging Issue Task Force (EITF)  finalized EITF 97-2 which
provides  guidance on consolidation of physician  practices and enhances related
disclosures  of  physician  practice  management  companies.  This  EITF 97-2 is
effective for fiscal years ending after December 15, 1998. The Company is in the
process of evaluating any potential effect on its financial reporting format.

Procedurally,  the management  agreement  calls for the P.A. to provide  medical
services and charge a fee to the patient or to the patient's  insurance  carrier
or employer for such services. Physician salaries are paid out of these revenues
and all  remaining  revenues  are passed to UCI-SC as a management  fee.  UCI-SC
provides  all  support  personnel  (nurses,  technicians,   receptionists),  all
administrative  functions  (billing,   collecting,   vendor  payment),  and  all
facilities,  supplies and equipment.  The  consolidated  accounts of the Company
include all revenue and all expenses (including physician salaries) of all three
entities.

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


EARNINGS PER SHARE

The computation of 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 and the P.A. The financial  statements of the P.A. are  consolidated
with UCI because UCI-SC has unilateral control over the assets and operations of
the P.A., and  notwithstanding the lack of majority ownership of the P.A. by UCI
and  UCI-SC,  consolidation  of the P.A.  with UCI and  UCI-SC is  necessary  to
present  fairly the  financial  position  and results of  operations  of UCI and
UCI-SC.  The management  agreement between UCI-SC and the P.A. conveys to UCI-SC
perpetual, unilateral control over the assets and operations of the P.A. Control
is perpetual rather than temporary  because of (i) the length of the term of the
agreement,  (ii) the  continuing  investment  of capital  by  UCI-SC,  (iii) the
employment of all of the  non-physician  personnel by UCI-SC and (iv) the nature
of the services provided to the P.A. by UCI-SC.

In November 1997 the Emerging Issue Task Force (EITF)  finalized EITF 97-2 which
provides  guidance on consolidation of physician  practices and enhances related
disclosures  of  physician  practice  management  companies.  This  EITF 97-2 is
effective for fiscal years ending after  December 15 1998. The Company is in the
process of evaluating any potential effect on its financial reporting format.

Procedurally,  the management  agreement  calls for the P.A. to provide  medical
services and charge a fee to the patient or to the patient's  insurance  carrier
or employer for such services. Physician salaries are paid out of these revenues
and all  remaining  revenues  are passed to UCI-SC as a management  fee.  UCI-SC
provides  all  support  personnel  (nurses,  technicians,   receptionists),  all
administrative  functions  (billing,   collecting,   vendor  payment),  and  all
facilities,  supplies and equipment.  The  consolidated  accounts of the Company
include all revenue and all expenses (including physician salaries) of all three
entities.

The P.A.  enters into  employment  agreements  with physicians for terms ranging
from one to ten years.  All  employment  agreements  have clauses that allow for
early termination of the agreement if certain events occur such as the loss of a
medical license.  Over 80% of the physicians employed by the P.A. are paid on an
hourly basis for time  scheduled  and worked at the medical  centers.  The other
physicians  are salaried.  A few of the physicians  have incentive  compensation
arrangements,  however,  no amounts  were  accrued or paid during the  Company's
three prior  fiscal  years that were  significant.  As of December  31, 1997 and
1996, the P.A. employed 98 and 71 medical providers, respectively.

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

Results of Operations

     Revenues of $8,078,000 for the quarter ending  December 31, 1997 reflect an
increase of 25% from those of the quarter ending December 31, 1996.

This  increase in revenue is  attributable  to a number of factors.  The Company
engaged in a significant  expansion,  increasing  the number of medical  centers
from 30 to 40. This expansion included Springwood Lake Family Practice, Woodhill
Family Practice and Midtown Family Practice, all of Columbia, South Carolina and
all acquired in August 1997;  Doctor's Care - Camden acquired in September 1997;
three  Progressive  Therapy  Services  offices  all located in  Columbia,  South
Carolina and all acquired in October 1997; Doctor's Care - New Ellenton acquired
in November 1997; a Physical Therapy practice in Columbia, South Carolina opened
in November  1997;  and Ridgeview  Family  Practice of Columbia,  South Carolina
opened in  December  1997.  Of the  $1,590,000  in revenue  growth for the first
quarter  of fiscal  1997 to the first  quarter  of  fiscal  1998,  approximately
$1,080,000  or 68% of this  growth  was  from  the ten  locations  opened  after
December 31, 1996.

The Company has increased its services provided to members of Health Maintenance
Organizations (HMOs). In such arrangements,  the Company, through Doctor's Care,
P.A., acts as the designated  primary  caregiver for members of the HMO who have
selected  Doctor's  Care as their  primary  care  provider.  The  Company  began
participating   in  an  HMO   operated  by  Companion   HealthCare   Corporation
("Companion"),  a wholly  owned  subsidiary  of Blue Cross Blue  Shield of South
Carolina. The Company now acts as primary care provider for four HMOs, including
Companion and is the primary care  "gatekeeper"  for more than 23,000  capitated
lives. While HMOs do not, at this time, have a significant  penetration into the
South  Carolina  market,  the Company  believes that HMOs and other managed care
plans will  experience  a  substantial  increase in market share in the next few
years,  and the Company is therefore  positioning  itself for that  possibility.
Capitated  revenue  grew from  approximately  $705,000  in the first  quarter of
fiscal 1997 to approximately $900,000 in the first quarter of fiscal 1998.

The Company negotiates  contracts with HMOs for the P.A.'s physicians to provide
health care on a capitated  reimbursement  basis.  Under these contracts,  which
typically  are  automatically  renewed on an annual basis,  the P.A.  physicians
provide  virtually all covered primary care services and receive a fixed monthly
capitation payment from the HMOs for each member who chooses a P.A. physician as
his or her primary care physician. The capitation amount is fixed depending upon
the  age  and  sex of the  HMO  enrollee.  Contracts  with  HMOs  accounted  for
approximately  11% of the  Company's net revenue in fiscal 1997 and in the first
quarter of fiscal 1998.

To the extent that enrollees  require more care than is  anticipated,  aggregate
capitation  payments may be insufficient to cover the costs  associated with the
treatment of  enrollees.  Higher  capitation  rates are  typically  received for
senior  patients   because  their  medical  needs  are  generally   greater  and
consequently the cost of covered care is higher.

Increased  revenues also reflect the Company's  heightened focus on occupational
medicine and industrial health services. Focused marketing materials,  including
quarterly  newsletters for employers,  were developed to spotlight the Company's
services for industry. The Company also entered into an agreement with Companion
Property and Casualty Insurance Company, wherein the Company acts as the primary
care provider for injured  workers of firms insured through  Companion  Property
and Casualty  Insurance  Company.  Companion  Property  and  Casualty  Insurance
Company is wholly  owned by Blue Cross Blue  Shield of South  Carolina  and is a
primary shareholder of the Company.

     Patient encounters increased to 115,000 in the first quarter of fiscal 1998
from 96,000 in the first quarter of fiscal 1997.

Even with the positive  effects of the factors  mentioned  above,  revenues were
short of goals for the quarter,  due in part to the increased  competition  from
hospitals and other providers in Columbia,  Greenville, Sumter and Myrtle Beach.
In each of these areas,  regional  hospitals have acquired or opened new primary
care physician practices that compete directly with the Company for patients. In
each  case,  the  hospital  owner  of  our   competition  is  believed  to  have
significantly greater resources than the Company.  Management believes that such
competition  will  continue  into the  future and plans to compete on a basis of
quality service and accessibility.

An operating  margin of $358,000 was earned  during the first  quarter of fiscal
1997 as compared to an operating  deficit of $165,000  for the first  quarter of
fiscal 1998.

Management believes that this margin  deterioration is mainly the result of some
start-up  costs being  absorbed for the  locations  added since  December  1996.
Additionally, patient visits did not meet budget for the first quarter of fiscal
1998, possibly due to the competition  factors discussed above.  Management does
not currently believe that this negative trend is indicative of the results that
may be expected for the fiscal year 1998.

This  margin  deterioration  is  also  attributable  to  increased  cost-cutting
pressures being applied by managed care insurance  payors that cover many of the
Company's  patients.  As managed care plans attempt to cut costs, they typically
increase the administrative burden of providers such as the Company by requiring
referral  approvals and by requesting hard copies of medical records before they
will pay  claims.  The number of  patients  at the  Company's  Centers  that are
covered by a managed care plan versus a traditional  indemnity plan continues to
grow.
Management expects this trend to continue.

Depreciation and amortization expense increased to $406,000 in the first quarter
of fiscal  1998,  up from  $289,000 in the first  quarter of fiscal  1997.  This
increase  reflects  higher  depreciation  expense  as a  result  of  significant
leasehold  improvements  and  equipment  upgrades  at a number of the  Company's
medical centers,  as well as an increase in amortization  expense related to the
intangible assets acquired from the Company's  purchase of existing practices as
noted above.  Interest  expense  increased from $167,000 in the first quarter of
fiscal  1997 to  $279,000 in the first  quarter of fiscal  1998  primarily  as a
result of the interest costs  associated with the  indebtedness  incurred in the
Company's  purchase  of  these  assets  and  centers  and for the  usage  of the
operating line of credit.

Financial Condition at December 31, 1997

Cash and cash equivalents decreased by $15,000 during the quarter ended December
31,  1997 and were  utilized  mainly for working  capital  needs and to fund the
expansion previously discussed.

Accounts receivable increased 15% during the quarter, reflecting the addition of
the ten  centers  described  above and the overall  growth in patient  visits to
existing centers.

The increase in goodwill  attributable  to the purchases of the eight  practices
since December 31, 1996 was somewhat offset by the amortization recorded.

Long-term debt increased from  $6,920,000 at September 30, 1997 to $8,398,000 at
December  31, 1997  primarily  as a result of  indebtedness  incurred in capital
leases for Center upfits,  the  utilization of an operating line of credit,  and
the debt incurred as a result of practice acquisitions. Management believes that
it will be able to fund debt service  requirements out of cash generated through
operations.

On October 6, 1997, the Company  completed a private  placement of $1.5 million,
6.5% five-year convertible  subordinated  debenture with FPA Medical Management,
Inc., a national  physician  practice  management  company  headquartered in San
Diego,  California.  The debentures are  convertible to common stock at any time
within the five year period at a fixed price  premium to the current stock price
and are  subject to Rule 144 of the  Securities  and  Exchange  Commission  when
converted.

Overall,  the  Company's  current  assets  exceeded its current  liabilities  at
December 31, 1997 by $3,243,000.

Liquidity and Capital Resources

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

Operating  activities  used  $649,000 of cash during the first quarter of fiscal
1998.  This  reflects  growth in the  Company's  accounts  receivable as well as
prepaid  expenses and a decrease in accounts payable and accrued  expenses.  The
growth in accounts  receivable is the result of growth in the number of Centers,
patient visits and charges per patient visit.

Investing  activities  used  $396,000  of cash during the quarter as a result of
expansion  efforts.  Continued  growth is  anticipated  during the  remainder of
fiscal 1998.


                                     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

                  Recent Sales of Unregistered Securities

                  During  the  three  months  ended   December  31,  1997,   the
                  securities identified below were issued by the Company without
                  registration  under the  Securities Act of 1933. In each case,
                  all of the shares were issued  pursuant to the exemption  from
                  registration  contained in Section 4(2) of the  Securities Act
                  of  1933  as  a   transaction,   not   involving   a   general
                  solicitation,  in  which  the  purchaser  was  purchasing  for
                  investment. The Company believes that each purchaser was given
                  or had access to detailed financial and other information with
                  respect  to the  Company  and  possessed  requisite  financial
                  sophistication.

                  On October 1, 1997,  the Company  issued 163,102 shares of its
                  common  stock  to L.D.,  P.A.  (formerly  Progressive  Therapy
                  Services,   P.A.)  and  113,874  shares  to  L.D.,  Jr.,  P.C.
                  (formerly  Bar-Ed,  Professional  Corporation)  as part of the
                  purchase prices in connection  with the Company's  acquisition
                  of  substantially  all the assets of such  entities'  physical
                  therapy practices.

     On November 1, 1997,  the Company  issued 30,223 shares of its common stock
to Marvin  Dees,  M.D.  as part of the  purchase  price in  connection  with the
Company's acquisition of substantially all the assets of the medical practice of
Dr. Dees.


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.




<PAGE>


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.

                  The  Company  filed  a Form  8-K on  October  15,  1997  which
                  reported  the  acquisition  by UCI-SC of  Progressive  Therapy
                  Services, P.A. and Bar-Ed,  Professional Corporation,  each of
                  Columbia, South Carolina. Financial statements of the acquired
                  entity  and pro  forma  financial  information  regarding  the
                  combined  entity  were filed in a Form 8-K/A on  December  11,
                  1997.

                  The  Company  filed  a Form  8-K on  November  5,  1997  which
                  reported the acquisition by UCI-SC of Marvin Dees, M.D. of New
                  Ellenton, South Carolina. Financial statements of the acquired
                  entity  and pro  forma  financial  information  regarding  the
                  combined entity were filed in a Form 8-K/A on January 7, 1998.







<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 12, 1998


<PAGE>


                          UCI MEDICAL AFFILIATES, INC.
                                  EXHIBIT INDEX


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

     10.18          Employment  Agreement  dated  January 23, 1997 between                     14
                    UCI Medical  Affiliates  of South  Carolina,  Inc. and
                    Jon G. Keith

      21            Subsidiaries of the Registrant                                             26

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