EXHIBIT 31.2

                                  CERTIFICATION

I, Jerry F. Wells, Jr., CPA , certify that:

1.       I have reviewed this annual report on Form 10-K of UCI Medical
         Affiliates, Inc.;

2.       Based on my knowledge, this annual report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this annual report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this annual report, fairly present in all
         material respects the financial condition, results of operations and
         cash flows of the registrant as of, and for, the periods presented in
         this annual report;

4.       The registrant's other certifying officer and I are responsible for
         establishing and maintaining disclosure controls and procedures (as
         defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
         control over financial reporting (as defined in Exchange Act Rules
         13a-15(f) and 15d-15(f) for the registrant and have:

a)       Designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known to
         us by others within those entities, particularly during the period in
         which this annual report is being prepared;

b)       Designed such internal control over financial reporting, or caused such
         internal control over financial reporting to be designed under our
         supervision, to provide reasonable assurance regarding the reliability
         of financial reporting and the preparation of financial statements for
         external purpose in accordance with generally accepted accounting
         principles;

c)       Evaluated the effectiveness of the registrant's disclosure controls and
         procedures and presented in this annual report our conclusions about
         the effectiveness of the disclosure controls and procedures, as of the
         end of the period covered by this report based on such evaluation; and

d)       Disclosed in this annual report any change in the registrant's internal
         control over financial reporting that occurred during the registrant's
         most recent fiscal quarter that has materially affected, or is
         reasonably likely to materially affect, the registrant's internal
         control over financial reporting;

5.       The registrant's other certifying officer and I have disclosed, based
         on our most recent evaluation of internal control over financial
         reporting, to the registrant's auditors and the audit committee of
         registrant's board of directors (or persons performing the equivalent
         function):

a)       All significant deficiencies and material weaknesses in the design or
         operation of internal controls over financial reporting which are
         reasonably likely to adversely affect the registrant's ability to
         record, process, summarize and report financial information; and

b)       Any fraud, whether or not material, that involves management or other
         employees who have a significant role in the registrant's internal
         controls over financial reporting.

Date:  November 30, 2004                    /s/ JERRY F. WELLS, JR., CPA
                                            -------------------------------
                                            Jerry F. Wells, Jr., CPA
                                            Executive Vice President and
                                            Chief Financial Officer