<PAGE>
<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


                                  FORM 10-QSB


               Quarterly report under Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


               For the quarterly period ended September 30, 1998


                        Commission file number:  0-22629


                        UNIFIED FINANCIAL SERVICES, INC.
             (Exact name of registrant as specified in its charter)


          Delaware                                              35-1797759
(State or other jurisdiction of                              (I.R.S. Employer
incorporation or organization)                              Identification No.)


                       429-431  North Pennsylvania Street
                             Indianapolis, Indiana                46204-1873
                     (Address of principal executive offices)     (Zip code)

Issuer's telephone number, including area code:  (317) 634-3301

Check whether the issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 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.
Yes [ X ]  No [   ]

On November 13, 1998, the registrant had 1,593,404 shares of Common
Stock, $.01 par value, outstanding.

<PAGE>
<PAGE>
<TABLE>

                                     TABLE OF CONTENTS

<CAPTION>
                                                                                   Page
                                                                                   ----
<S>                                                                                <C>

PART I.  FINANCIAL INFORMATION                                                        3

Item 1.  Financial Statements: (unaudited)                                            3

         Consolidated Balance Sheets                                                  3

         Consolidated Statements of Income                                            5

         Consolidated Statements of Cash Flows                                        6

         Notes to Consolidated Financial Statements                                   7

Item 2.  Management Discussion and Analysis of Financial Condition and
         Results of Operation                                                        18

         Overview                                                                    18

         Comparison of Results for the Nine Months Ended September 30, 1998
         and 1997                                                                    19

         Comparison of Results for the Quarters Ended September 30, 1998 and
         1997                                                                        20

         Liquidity and Capital Resources                                             21

         Year 2000 Compliance                                                        22

PART II. OTHER INFORMATION                                                           25

Item 1.  Legal Proceedings                                                           25

Item 2.  Changes in Securities and Use of Proceeds                                   25

Item 3.  Defaults Upon Senior Securities                                             25

Item 4.  Submission of Matters to a Vote of Security Holders                         25

Item 5.  Other Information                                                           25

Item 6.  Exhibits and Reports on Form 8-K                                            26

SIGNATURES                                                                           28

EXHIBIT INDEX                                                                        29

</TABLE>

                                       -2-

<PAGE>
<PAGE>
PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
UNIFIED FINANCIAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS
<CAPTION>


                                                         Sept. 30, 1998           Dec. 31, 1997
                                                         --------------           -------------
                                                           (unaudited)
<S>                                                      <C>                      <C>
ASSETS:
CURRENT ASSETS:
   Cash and cash equivalents                              $ 9,367,300              $  605,654
   Investment in securities                                    14,556                       -
   Investments in affiliated mutual funds                     375,134                 520,334
   Investments in non-affiliated mutual funds                 184,619                 187,603
   Note receivable, affiliated company                              -                  50,000
   Note receivable                                                  -                   4,502
   Accounts receivable (net of allowance for doubtful
     accounts of $2,041 for 1998 and 1997, respectively)    1,865,849               1,505,600
   Prepaid and sundry assets                                   91,598                 141,042

                                                          -----------              ----------
     Total current assets                                  11,899,056               3,014,735
                                                          -----------              ----------

FIXED ASSETS, AT COST:
   Equipment and furniture (net of accumulated
     depreciation of $889,404 and $822,293, respectively)     592,021                 590,059
   Capitalized leased equipment (net of accumulated
     depreciation of $74,937 and $68,058, respectively)       113,165                  74,762
                                                          -----------              ----------

     Total fixed assets                                       705,186                 664,821
                                                          -----------              ----------

NON-CURRENT ASSETS:
   Investments in debt securities                             994,170                 958,604
   Deferred cost (net of accumulated amortization
     of $233,594 and $6,900, respectively)                    355,851                   2,100
   Notes receivable, net of current maturity                        -                   8,090
   Goodwill (net of accumulated amortization
     of $8,693 and $0, respectively)                        1,556,109                       -
   Equity and investment in affiliate                               -                 284,994
   Other non-current assets                                    23,531                       -

                                                          -----------              ----------
     Total non-current assets                               2,929,661               1,253,788

                                                          -----------              ----------
     TOTAL ASSETS                                         $15,533,903              $4,933,344
                                                          ===========              ==========

See notes to consolidated financial statements.
</TABLE>


                                       -3-



<PAGE>
<PAGE>

<TABLE>
UNIFIED FINANCIAL SERVICES, INC.
CONSOLIDATED BALANCE SHEETS

<CAPTION>
                                                         Sept. 30, 1998           Dec. 31, 1997
                                                         --------------           -------------
                                                           (unaudited)
<S>                                                      <C>                      <C>
LIABILITIES AND STOCKHOLDERS' EQUITY:
CURRENT LIABILITIES:
   Current portion of capitalized leases                  $    50,928              $   30,090
   Current portion of bank line-of-credit                      30,719                  30,719
   Accounts payable and accrued expenses                    1,024,578                 617,697
   Accrued compensation and benefits                          570,855                 162,273
   Payable to broker/dealers                                  247,017                 274,046
   Income taxes payable                                         4,648                  14,355
   Deferred income taxes                                       59,918                  24,700
   Other liabilities                                          818,658                 740,055

                                                          -----------              ----------
     Total current liabilities                              2,807,317               1,893,875
                                                          -----------              ----------

LONG-TERM LIABILITIES:
   Long-term capitalized lease obligations, net of
     current portion                                           51,386                  21,374
   Bank line-of-credit, net of current portion                298,537                  92,158
   Deferred income taxes                                          800                     800

                                                          -----------              ----------
     Total long-term liabilities                              350,723                 114,332
                                                          -----------              ----------

     TOTAL LIABILITIES                                      3,158,040               2,008,207
                                                          -----------              ----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
   Common Stock, par value $.01 per share, authorized -
     10,000,000 shares;  outstanding 1,585,004 shares
     and 1,027,778 shares, respectively                        20,350                  14,778
   Preferred Stock Series A, par value $.01 per share,
     authorized - 0 and 10,000 shares, respectively;
     outstanding 0 and 8,486 shares, respectively                   -                   8,486
   Preferred Stock Series B, par value $.01 per share,
     authorized - 0 and 10,000 shares, respectively;
     outstanding 0 and 8,583 shares, respectively                   -                   8,583
   Preferred Stock Series C, par value $.01 per share,
     authorized - 2,100 shares;  outstanding 1,672
     and 0 shares, respectively                                 1,672                       -
   Additional paid-in capital                              11,385,171               1,977,766
   Retained earnings                                          968,670                 915,502

                                                          -----------              ----------
     TOTAL STOCKHOLDERS' EQUITY                            12,375,863               2,925,137
                                                          -----------              ----------

     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY           $15,533,903              $4,933,344
                                                          ===========              ==========


See notes to consolidated financial statements.
</TABLE>

                                       -4-


<PAGE>
<PAGE>

<TABLE>
UNIFIED FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF INCOME (unaudited)

<CAPTION>

                                                       Nine Months Ended Sept. 30,   Three Months Ended Sept. 30,
                                                       ---------------------------   ----------------------------
                                                           1998           1997            1998           1997
                                                        ----------     ----------     ----------     ----------
<S>                                                     <C>            <C>            <C>            <C>
REVENUE:
   Brokerage                                            $2,541,340     $1,856,475     $  937,163     $  649,918
   Fund services                                         1,074,505      1,015,451        528,729        387,882
   Investment advisory                                   2,486,627      1,510,491      1,142,912        609,935
   Trust and administration services                       900,046        490,396        338,457        105,244
   Software and programming services                        24,153        126,687          7,651         31,879
   Other income                                            375,923         90,447        198,517        (18,642)

                                                        ----------     ----------     ----------     ----------
     Total revenue                                       7,402,594      5,089,947      3,153,429      1,766,216
                                                        ----------     ----------     ----------     ----------

COST OF SALES:
   Brokerage revenue charges                             1,180,369        982,886        846,959        343,351
   Fund services revenue charges                           374,410        244,472        125,410         82,472
   Investment fees                                         103,121         63,299         36,848         26,606
   Administration fees                                      59,692         31,745         15,863          6,455

                                                        ----------     ----------     ----------     ----------
     Total cost of sales                                 1,717,592      1,322,402      1,025,080        458,884
                                                        ----------     ----------     ----------     ----------

     Gross profit                                        5,685,002      3,767,545      2,128,349      1,307,332
                                                        ----------     ----------     ----------     ----------

EXPENSES:
   Employee compensation and benefits                    2,263,440      2,182,180        922,362        654,533
   Brokerage operating charges                             345,704        221,534        158,558         87,340
   Fund services operating charges                         428,080        189,403        116,364         57,275
   Mail and courier                                         72,842         37,673         23,815         16,289
   Telephone                                               102,339         81,482         44,640         23,688
   Equipment rental and maintenance                         99,369         65,395         26,668         34,860
   Occupancy                                               218,421        104,538         74,958          7,094
   Depreciation and amortization                           268,198        156,006        126,496         71,164
   All other                                               828,921        419,348        321,386        141,129

                                                        ----------     ----------     ----------     ----------
     Total expenses                                      4,627,314      3,457,559      1,815,247      1,093,372
                                                        ----------     ----------     ----------     ----------

INCOME FROM OPERATIONS                                   1,057,688        309,986        313,102        213,960
                                                        ----------     ----------     ----------     ----------

OTHER INCOME (LOSS):
   Unrealized gain or (loss) on securities                 (27,028)         1,098        (57,147)       (42,952)
   Realized gain on securities                               6,451         23,898            201              -
   Results of loss (gain) of affiliate                     (39,945)        54,722              -        (25,208)
   Gain on sale/disposal of fixed assets                     5,141                             1              -

                                                        ----------     ----------     ----------     ----------
     Total other income (loss)                             (55,381)        79,718        (56,945)       (68,160)
                                                        ----------     ----------     ----------     ----------

INCOME BEFORE INCOME TAXES                               1,002,307        389,704        256,157        145,800

INCOME TAXES:
   Current                                                   1,935              -             31         (3,458)
   Deferred                                                 (6,080)        16,000              -         14,373
                                                        ----------     ----------     ----------     ----------

NET INCOME                                              $1,006,452     $  373,704     $  256,126     $  134,885
                                                        ==========     ==========     ==========     ==========

Preferred dividends                                     $   65,844     $  101,854     $        -     $   34,324
                                                        ----------     ----------     ----------     ----------

Income available to common stockholders                 $  940,608     $  271,850     $  256,126     $  100,561
                                                        ==========     ==========     ==========     ==========

Weighted average common shares outstanding:
   Basic                                                 1,274,761        608,558      1,513,603        616,558
   Diluted                                               1,817,524      1,027,776      1,817,524      1,027,776

Earnings per share of common stock:
   Basic                                                $     0.74     $     0.45     $     0.17     $     0.16
                                                        ==========     ==========     ==========     ==========
   Diluted                                              $     0.52     $     0.26     $     0.14     $     0.10
                                                        ==========     ==========     ==========     ==========

See notes to consolidated financial statements.
</TABLE>

                                       -5-

<PAGE>
<PAGE>

<TABLE>
UNIFIED FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited)

<CAPTION>
                                                          Nine Months Ended Sept. 30,  Three Months Ended Sept. 30,
                                                          ---------------------------  ----------------------------
                                                              1998            1997          1998            1997
                                                          -----------      ---------    -----------      ---------
<S>                                                       <C>              <C>          <C>              <C>
OPERATING ACTIVITIES:
   Net income                                             $ 1,006,452      $ 373,704    $   256,126      $ 134,885
   Adjustments to reconcile net income to net
    cash provided (used) in operating activities:
     Deferred income taxes                                     (6,080)         4,210              -          4,210
     Provision for depreciation and amortization              268,198        156,006        105,747         71,164
     Amortization of bond discount                               (450)             -             (2)             -
     Unrealized gain/(loss) on investments                    (27,028)         1,098        (21,888)         1,098
     Results of affiliated company                             39,945        (54,722)             -         25,207
     Loss (gain) on sale/disposal of fixed assets              (5,141)             -         24,978         44,050
     Excess of net assets of United Investment
       Advisers, Inc.                                        (814,347)             -              -              -
     (Increase) decrease in operating assets:
       Receivables                                            (97,202)      (335,321)      (197,337)      (277,849)
       Prepaid and sundry assets                               49,444           (651)        54,109        (14,570)
     Increase (decrease) in liabilities:
       Accounts payable and accrued expenses                  125,090        134,084         95,968        249,947
       Accrued compensation and benefits                      396,376         98,960        278,557         27,423
       Payable to broker/dealers                              (27,029)           511        (90,642)        26,885
       Accrued income taxes                                    (8,718)        12,205             89         21,405
       Other liabilities                                       (3,546)       412,504       (296,820)      (323,993)

                                                          -----------      ---------    -----------      ---------
         Net cash from/(used) in operating activities         895,964        802,588        172,146        (10,138)
                                                          -----------      ---------    -----------      ---------

INVESTING ACTIVITIES:
   Purchase of fixed assets                                  (195,500)      (125,971)      (130,846)       (68,584)
   Proceeds from sale of fixed assets                          12,379        128,851              -              -
   Proceeds from note receivable                                    -         24,752              -         (2,744)
   Goodwill re:  acquisition of Fiduciary Counsel, Inc.    (1,564,802)             -     (1,564,802)             -
   Excess of net assets of Fiduciary Counsel, Inc.            960,359              -        960,359              -
   Resource Benefit Planners, Inc. and EMCO Estate
     Management Company, Inc. acquisitions                       (345)             -          1,241              -
   Investment in mutual funds                                 133,628       (424,561)        74,570       (105,784)
   Investment in debt securities                              (35,116)      (154,801)      (129,993)       (39,159)

                                                          -----------      ---------    -----------      ---------
         Net cash used in investing activities               (689,397)      (551,730)      (789,471)      (218,271)
                                                          -----------      ---------    -----------      ---------

FINANCING ACTIVITIES:
   Dividends to preferred stockholders                        (65,844)      (101,854)             -        (34,324)
   Dividends to Health Financial, Inc. common stockholder           -       (157,007)             -              -
   Net proceeds from issuance of common stock               9,941,634         77,815      1,317,525         75,262
   Issuance of Preferred Stock Series C                       210,000              -              -              -
   Redemption of Preferred Stock Series A and Series B     (1,706,900)             -              -              -
   Repayment of borrowing                                     (17,920)             -         (7,680)             -
   Borrowing under bank line-of-credit                        224,299              -              -              -
   Borrowing of capitalized leases                                  -         93,320              -         69,130
   Repayment of capitalized lease obligations                 (30,190)       (36,785)        (8,332)       (11,373)

                                                          -----------      ---------    -----------      ---------
         Net cash provided(used) in financing activities    8,555,079       (124,491)     1,301,513         98,695
                                                          -----------      ---------    -----------      ---------

NET CHANGE IN CASH AND CASH EQUIVALENTS                     8,781,546        126,367        720,927       (127,714)

CASH AND CASH EQUIVALENTS
     Beginning of period                                      605,554        538,030      8,646,373        792,111
                                                          -----------      ---------    -----------      ---------
     End of Period                                        $ 9,367,300      $ 664,397    $ 9,367,300      $ 664,397
                                                          ===========      =========    ===========      =========

SUPPLEMENTARY INFORMATION
   Interest paid                                          $    34,988      $   6,232    $    16,274      $   2,274
                                                          ===========      =========    ===========      =========
   Income taxes paid                                      $    10,712      $  17,085    $         -      $     300
                                                          ===========      =========    ===========      =========

See notes to consolidated financial statements.
</TABLE>

                                       -6-


<PAGE>
<PAGE>
UNIFIED FINANCIAL SERVICES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

1.      NATURE OF OPERATIONS

             The accompanying consolidated financial statements include
        the accounts of Unified Financial Services, Inc., a Delaware
        corporation ("Unified" or the "Company") and its subsidiaries:
        Unified Management Corporation; Unified Fund Services, Inc.;
        Health Financial, Inc.; First Lexington Trust Company;  Resource
        Benefit Planners, Inc.; Unified Investment Advisers, Inc.;
        Unified Internet Services, Inc.; EMCO Estate Management Company,
        Inc.;  and Fiduciary Counsel, Inc.  Unless the context otherwise
        indicates, references to "Unified" or the "Company" include
        Unified and its subsidiaries.

             Unified Management Corporation, an Indiana corporation
        ("Management"), is a registered broker dealer under the Securities
        Exchange Act of 1934, as amended (the "Exchange Act"), and is a
        member of the National Association of Securities Dealers, Inc.
        ("NASD"). Management specializes in mutual fund distribution and
        shareholder servicing liaison providing such services as: mutual
        fund distribution, distribution services and support; mutual fund
        conversion support for broker-dealer requirements; mutual fund
        trades; individual retirement account ("IRA") custodial services;
        12b-1 maintenance, accounting and marketing support; securities
        (stock and bond) brokerage; brokerage clearing and execution
        services; consolidated brokerage statement processing; mutual fund
        and brokerage software development; asset allocation and
        performance measurement services and statement processing; and
        retirement account record keeping. Management, as the Company's
        broker-dealer subsidiary, functions as the distributor of the
        Unified Funds, a family of four no-load mutual funds sponsored by
        Unified Investment Advisers, Inc., and also provides specialty
        services for certain customers of the Unified Funds in addition to
        its discount brokerage activities.  The brokerage subsidiary
        clears, on a fully-disclosed basis, through U.S. Clearing, a
        division of Fleet Securities, Inc., and Pershing, a division of
        Donaldson, Lufkin & Jenrette Securities Corporation.

             Unified Fund Services, Inc., an Indiana corporation
        ("Services"), is a registered transfer agent and mutual fund
        services company, and provides transfer agency, fund accounting,
        administrative and start-up services for mutual funds. Services'
        primary services include:  mutual fund transfer agency and
        shareholder recordkeeping; shareholder services support; mutual
        fund start-up services; administration; fund accounting;
        compliance; asset allocation services; statement processing;
        retirement plan services; and fulfillment.  Services also provides
        all of the mutual fund services for the Unified Funds portfolios,
        and performs other clerical functions for the Unified Funds in
        addition to typical mutual fund services.

             Health Financial, Inc., a Kentucky corporation ("Health"),
        is a registered investment adviser formed in 1986, and manages
        approximately $375 million in assets for both individuals and
        institutions, principally private pension plans and foundations.
        Health specializes in an investment management philosophy that
        features a balanced discipline of asset allocation utilizing no-
        load index funds over seven asset classes, including an S&P 500
        index, a large cap U.S. stock index, a small cap U.S. bond index,
        an international stock index, a REIT index and cash.

             First Lexington Trust Company, a Kentucky corporation
        ("Lexington"), is a non-bank trust company specializing in
        retirement plans and currently maintains approximately $65


                                       -7-


<PAGE>
<PAGE>
        million in assets under management.  Directed by its trust
        investment committee, the Lexington-based Kentucky trust company
        provides the same investment philosophy as its sister company,
        Health, while providing full trust powers and retirement plan
        services to its customer base.  Chartered in 1994, Lexington is
        regulated by the Kentucky Commissioner of Banking under the
        Department of Financial Institutions, Commonwealth of Kentucky.

             On March 10, 1998, the Company acquired Resource Benefit
        Planners, Inc. ("Benefit Planners").  Benefit Planners, a Kentucky
        corporation, is a professional services firm that provides
        consulting, recordkeeping and trust accounting services for
        qualified retirement and cafeteria plans.  In connection with such
        acquisition, the Company issued 12,000 shares of common stock,
        $0.01 par value, of the Company (the "Common Stock") in exchange
        for all the outstanding capital stock of Benefit Planners.  As of
        March 10, 1998, Benefit Planners reported total assets of $282,724
        and shareholder's equity of $37,543.

             On March 31, 1998, Unified Investment Advisers, Inc., a
        Delaware corporation ("Advisers"), became a wholly owned
        subsidiary of the Company upon surrender to Advisers by all
        stockholders of Advisers (other than the Company) of their capital
        stock of Advisers.  The stock surrender occurred upon approval of
        the shareholders of the Unified family of mutual funds and upon
        receipt of the required regulatory approval.  Advisers, formerly
        known as Vintage Advisers, Inc., provides mutual fund advisory
        services for the Unified Funds, the Company's no-load mutual fund
        family, and is an important component in the tax-free
        reorganization strategy for consolidating small mutual fund
        assets.  Advisers also retains the exclusive rights to the
        proprietary V.O.I.C.E. product (Vision for Ongoing Investment in
                                        -          -       -
        Charity and Education), which Unified believes is a significant
        -           -
        and valuable asset for the future gathering of mutual fund assets.
        As of March 31, 1998, Advisers reported total assets of $617,773
        and shareholders' equity of $(469,548).

             During February 1998, the Company formed Unified Internet
        Services, Inc., an Indiana corporation ("Unified Internet
        Services"), to develop the Company's website, website television
        programming and its proprietary search engine for the financial
        services industry.  It currently is anticipated that Unified
        Internet Services will develop the Company's other industry-
        related internet products, including an interactive "switch" that
        will allow consumers access to the Company's products via their
        television, cable and satellite stations.  The Company anticipates
        development of such products to be completed by the end of 1999.

             On August 21, 1998, the Company acquired Fiduciary Counsel,
        Inc. ("Fiduciary Counsel").  Fiduciary Counsel, a Delaware
        corporation that is based in New York City, was founded in 1931
        and provides professional investment management to individuals and
        institutions on a customized basis.  This acquisition will be
        accounted for under the purchase method of accounting.  In
        connection with the acquisition, the Company issued 36,110 shares
        of Common Stock and paid $800,835 in cash in exchange for all the
        capital stock of Fiduciary Counsel.  The excess of cost over fair
        value of net assets acquired was $1,564,802.  Goodwill will be
        amortized on a straight-line method over 15 years.  As of
        August 21, 1998, Fiduciary Counsel reported total assets of
        $738,157 and total stockholders' equity of $234,783.

             On August 21, 1998, the Company completed the acquisition of
        all of the assets and certain of the liabilities of EMCO Estate
        Management Company, Inc. ("EMCO").  Such assets and liabilities
        were acquired by a wholly owned subsidiary of the Company that,
        upon consummation of the transaction, was renamed EMCO Estate
        Management Company, Inc.

                                       -8-
<PAGE>
<PAGE>
        EMCO, a Delaware corporation, is a wealth management firm based in
        New York City.  Since 1921, EMCO has been providing fee only
        services to individuals, families and fiduciaries.  EMCO
        professionals assist clients in a variety of disciplines,
        including the following:  financial, tax and estate planning;
        family office services such as budgeting, bill paying and payroll
        administration; trust administration; and income tax return
        preparation and filing for individuals, trusts, partnerships and
        small businesses.  The acquisition will be accounted for under the
        pooling-of-interests method of accounting.  In connection with such
        transaction, the Company issued 11,000 shares of Common Stock in
        exchange for all of the assets and certain of the liabilities of
        EMCO.  As of August 21, 1998, EMCO reported total assets of
        $67,230 and stockholder's equity of $(110,212).

             The unaudited interim financial statements of the Company
        have been prepared in accordance with generally accepted
        accounting principles and with the instructions to Form 10-QSB and
        Article 10 of Regulation S-X.  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 considered necessary
        for a fair presentation of the unaudited interim consolidated
        financial statements have been included herein and are of a normal
        recurring nature.  The 1998 unaudited consolidated financial
        statements of the Company give effect to the acquisition by the
        Company of Benefit Planners on March 10, 1998 and EMCO on
        August 21, 1998, which transactions were accounted for under the
        pooling-of-interests method of accounting.  Due to the
        immateriality of the financial condition and results of operations
        of Benefit Planners and EMCO to the Company, the consolidated
        financial statements of the Company as of and for the three years
        ended December 31, 1997 have not been restated to give effect to
        the acquisitions of Benefit Planners and EMCO.  The results of
        operations of Benefit Planners and EMCO have been included in the
        Company's consolidated financial statements since January 1, 1998.
        The results of operations for the nine months ended September 30,
        1998 are not necessarily indicative of the results that may be
        obtained for the full year ending December 31, 1998.

2.      PROPOSED ACQUISITIONS

             On October 12, 1998, Unified executed a letter of intent
        with Fully Armed Productions, Inc., a Kentucky corporation ("Fully
        Armed Productions"), to acquire all of the capital stock of Fully
        Armed Productions in exchange for 18,182 shares of Common Stock.
        The proposed transaction will be governed by a definitive
        agreement to be negotiated and executed by the parties by
        December 31, 1998, unless otherwise agreed.  Fully Armed
        Productions provides creative and technological services for the
        television, radio and Internet industries through its specialty
        production capabilities.  The acquisition is intended to be
        accounted for under the pooling-of-interests method of accounting.
        As of September 30, 1998, Fully Armed Productions reported total
        assets of $37,458 and shareholders' equity of $19,065.

             On October 16, 1998, Unified entered into an agreement to
        acquire AmeriPrime Financial Services, Inc. ("AmeriPrime") and its
        subsidiary, AmeriPrime Financial Securities, Inc. ("AFSI"), each a
        Texas corporation headquartered in Southlake, Texas.  AmeriPrime
        provides administrative, regulatory, compliance and start-up
        support services to investment advisors, banks and other money
        managers in their proprietary mutual fund efforts.  AmeriPrime
        provides mutual fund distribution through AFSI, a NASD broker-
        dealer registered in all 50 states.  AmeriPrime currently supports
        28 mutual funds consisting of over $500 million in assets under
        management.  In connection with the acquisition, Unified will
        issue 410,000 shares of

                                       -9-
<PAGE>
<PAGE>
        Common Stock in exchange for all of the capital stock of AmeriPrime.
        The acquisition is intended to be accounted for under the pooling-
        of-interests method of accounting.  As of September 30, 1998,
        AmeriPrime reported total assets of $267,173 and shareholder's
        equity of $203,739.

             On October 16, 1998, Unified entered into an agreement to
        acquire Equity Underwriting Group, Inc., a Kentucky corporation
        headquartered in Lexington, Kentucky ("Equity Underwriting").
        Equity Underwriting, a holding company for Equity Insurance
        Managers, Inc., Equity Insurance Managers of Illinois, LLC, 21st
        Century Claims Service, Inc., Equity Insurance Administrators,
        Inc. and Z-Net Communications, Inc., provides, through its
        subsidiaries, specialty insurance products as a general agent or
        as a broker and currently provides services in the States of
        Kentucky, Tennessee, West Virginia, Ohio, Indiana and Illinois.
        Equity Underwriting writes insurance products for primarily niche
        areas in the insurance marketplace that are considered more "non-
        standard," representing a higher risk of insured.  In connection
        with the acquisition, Unified will issue 241,745 shares of Common
        Stock in exchange for all of the capital stock of Equity
        Underwriting.  The acquisition is intended to be accounted for
        under the pooling-of-interests method of accounting.  As of
        September 30, 1998, Equity Underwriting reported, on a
        consolidated basis, total assets of $8,279,190 and shareholders'
        equity of $(3,571,576).

             On October 16, 1998, Unified entered into an agreement to
        acquire Commonwealth Premium Finance Corporation, a Kentucky
        corporation headquartered in Lexington, Kentucky ("CPFC").  CPFC
        provides financing for the payment of premiums on insurance
        coverage placed by Equity Underwriting.  In connection with the
        acquisition, Unified will issue 12,800 shares of Common Stock in
        exchange for all of the capital stock of CPFC.  The acquisition is
        intended to be accounted for under the pooling-of-interests method
        of accounting.  As of September 30, 1998, CPFC reported total
        assets of $1,716,787 and shareholders' equity of $139,162.

             On October 16, 1998, Unified entered into an agreement to
        acquire Commonwealth Investment Services, Inc., a Kentucky
        corporation headquartered in Lexington, Kentucky ("Commonwealth
        Investment").  Commonwealth Investment provides investment
        services to individuals, businesses and institutions throughout
        the State of Kentucky and surrounding areas through its network of
        independent agents, primarily certified public accountants.  In
        connection with the acquisition, Unified will issue 27,500 shares
        of Common Stock in exchange for all of the capital stock of
        Commonwealth Investment.  The acquisition is intended to be
        accounted for under the pooling-of-interests method of accounting.
        As of September 30, 1998, Commonwealth Investment reported total
        assets of $34,130 and shareholder's equity of $34,130.

             On October 16, 1998, Unified entered into an agreement to
        acquire Strategic Fund Services, Inc., a Delaware corporation
        headquartered in New York, New York ("Strategic").  Strategic
        provides mutual fund administration services to smaller mutual
        funds and fund complexes, utilizing a proprietary database.  In
        connection with the acquisition, Unified will issue 7,500 shares
        of Common Stock in exchange for all of the capital stock of
        Strategic.  The acquisition is intended to be accounted for under
        the pooling-of-interests method of accounting.  As of
        September 30, 1998, Strategic reported total assets of $10,507 and
        shareholder's equity of $(16,020).

             On October 31, 1998, Unified executed a letter of intent
        with SBX Inc., a New Jersey corporation ("SBX"), to acquire all of
        the capital stock of SBX in exchange for 363,636 shares of Common
        Stock.  The proposed transaction will be governed by a definitive
        agreement to be

                                       -10-

<PAGE>
<PAGE>
        negotiated and executed by the parties by January 31, 1999, unless
        otherwise agreed.  SBX was founded in 1997 and is a member of the
        NASD.  Once operative, the primary business of SBX will be to
        provide NanoCap(TM) securities order matching services through the
        SBX system.  NanoCap(TM) securities are securities issued by SEC-
        reporting companies under the Exchange Act that are not listed on the
        Nasdaq or an exchange.  Once operational, SBX will make systems and
        collect information that will allow its subscribers to post firm
        orders and to match existing orders for NanoCap(TM)  securities.
        The acquisition is intended to be accounted for under the pooling-
        of-interests method of accounting.  As of September 30, 1998, SBX
        reported total assets of $231,207 and shareholders' equity of
        $170,471.

3.      SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Basis of Presentation
        ---------------------

             The consolidated financial statements include the accounts
        of the Company, Management, Services, Health, Lexington, Benefit
        Planners, Advisers, Unified Internet Services, EMCO and Fiduciary.
        All intercompany transactions and balances between the Company and
        its subsidiaries have been eliminated.

             Effective March 10, 1998, the Company acquired Benefit
        Planners in a transaction accounted for under the pooling-of-
        interests method of accounting.  Due to the immateriality of the
        financial condition and results of operations of Benefit Planners
        to the Company, the consolidated financial statements of the
        Company as of and for the three years ended December 31, 1997 have
        not been restated to give effect to the acquisition of Benefit
        Planners.  The results of operations of Benefit Planners have been
        included in the Company's consolidated financial statements since
        January 1, 1998.  In connection with such acquisition, the Company
        issued 12,000 shares of Common Stock.

             Effective March 31, 1998, Advisers became a wholly owned
        subsidiary of the Company upon surrender to Advisers of all the
        capital stock of Advisers by all stockholders of Advisers (other
        than the Company).  Prior to the surrender of the capital stock to
        Advisers, the Company accounted for its 33.3% ownership in
        Advisers on the equity method of accounting.  Advisers reported
        gross revenue for the four months (Advisers' fiscal year end was
        November 30 prior to its acquisition by the Company) ended
        March 31, 1998 of $146,519 and loss for the period of $195,967.
        As of March 31, 1998, Advisers reported total assets of $617,773
        and shareholders' equity of $(469,548).

             Effective August 21, 1998, the Company acquired EMCO in a
        transaction accounted for under the pooling-of-interests method of
        accounting.  Due to the immateriality of the financial condition
        and results of operations of EMCO to the Company, the consolidated
        financial statements of the Company as of and for the three years
        ended December 31, 1997 have not been restated to give effect to
        the acquisition of EMCO.  The results of operations of EMCO have
        been included in the Company's consolidated financial statements
        since January 1, 1998.  In connection with such acquisition, the
        Company issued 11,000 shares of Common Stock.

             Effective August 21, 1998, the Company acquired Fiduciary
        Counsel in a transaction accounted for under the purchase method
        of accounting.  The results of operations of Fiduciary Counsel have
        been included in the Company's consolidated financial statements 
        since its date of

                                       -11-
<PAGE>
<PAGE>
        acquisition.  In connection with such acquisition, the Company
        issued 36,110 shares of Common Stock and paid $800,835 in cash.

        Fees and Commissions
        --------------------

             The Company records revenue on the accrual basis of
        accounting.  For the brokerage operations, commissions and
        clearing revenue are recorded on the settlement date of the
        related security transactions.  This does not materially differ
        from recording commissions based upon trade date.  The investment
        advisory business revenue, as well as the investment adviser fees
        earned by third party advisers, is recorded on the accrual basis.
        The fees earned by the operations and paid to the sub-advisers are
        based on established fee schedules and contracts.  Generally, fees
        may be collected from the invested assets.  Thus, collection of
        the fees is reasonably certain.  The fund services operations
        provide administrative and investment services to investment
        companies and separate accounts.  Revenue is recorded as it is
        earned per month based upon accounts and account balances.  In
        connection with this, the Company earns income on the accounts
        established to transfer these funds for customers.

        Property and Equipment
        ----------------------

             Property and equipment is stated at cost.  Depreciation,
        including the depreciation of capital leased equipment, is provided
        on a straight-line or accelerated methods over the estimated
        useful life of the assets for financial statement purposes.

        Investments and Investment in Debt Securities
        ---------------------------------------------

             Investments, which consists primarily of an investment in a
        mutual fund (affiliated or non-affiliated), are recorded and
        adjusted to the fair market value as of the date of the financial
        statements and reported on the statement of operations as
        unrealized gain or loss on securities.  Investment in debt
        securities are recorded at cost and amortized over the period to
        maturity for the premium or discount from par value under
        generally accepted accounting principles.  Lexington is required
        by the Kentucky Department of Financial Institutions to maintain a
        minimum of $800,000 capital as long as trust assets under
        management do not exceed $100,000,000.  When trust assets under
        management exceed $100,000,000, the capital requirement will be
        increased by $350,000.  Currently, Lexington has approximately
        $65,000,000 of trust assets under management.

        Income Taxes
        ------------

             The Company files consolidated federal and state income tax
        returns with its subsidiaries.  Benefit Planners, prior to its
        acquisition by the Company, filed as an S-corporation on the cash
        basis of accounting.  As a result, federal and state taxable
        income and losses were passed through to its sole stockholder.
        Subsequent to its acquisition by the Company, Benefit Planners
        will be included in the consolidated tax returns of the Company,
        which uses the accrual method of tax and accounting reporting.

             The Company has adopted Statement of Financial Accounting
        Standards No. 109 accounting for income taxes ("SFAS 109").  SFAS
        109 requires use of the liability method of accounting for
        deferred income taxes.

                                       -12-
<PAGE>
<PAGE>

        Use of Estimates
        ----------------

             The presentation 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 disclosure of contingent assets and
        liabilities at the date of the financial statements and the
        reported amounts of revenue and expenses during the reporting
        period.  Actual results could differ from those estimates.

        Statement of Cash Flows
        -----------------------

             For purposes of the statements of cash flows, the Company
        considers all liquid investments with an original maturity of
        three months or less to be cash equivalents.  The Company
        maintains money market investments that are not insured by the
        Federal Deposit Insurance Corporation (the "FDIC") and bank
        accounts that periodically exceed the FDIC insurance limit during
        the year.

        Financial Statement Presentation
        --------------------------------

             Certain amounts in the 1997 financial statements have been
        reclassified to conform to the 1998 presentation.

4.      OPTIONS
        -------

             On May 20, 1998, the stockholders of the Company adopted the
        Unified Financial Services, Inc. 1998 Stock Incentive Plan (the
        "Plan") which provides for the granting of stock options and other
        stock-based awards.  The total number of shares of Common Stock
        issuable under the Plan is not to exceed 1,500,000 shares, subject
        to adjustment in the event of any change in the outstanding shares
        of such stock by reason of a stock dividend, stock split,
        capitalization, merger, consolidation or other similar change
        generally affecting stockholders of the Company.  Of these
        1,500,000 shares of stock, no more than 250,000 shares may be
        issued to participants in the Plan in any plan year.

             Under the terms of the Plan, employees, directors, advisors
        and consultants of the Company and its subsidiaries will be
        eligible to receive the following:  (a) Incentive Stock Options;
        (b) Nonqualified Stock Options;  (c) Stock Appreciation Rights;
        (d) Restricted Stock;  (e) Restricted Stock Units;  and (f)
        Performance Awards.

             As of October 15, 1998, the Board of Directors of the
        Company had granted options to acquire 19,781 shares of Common
        Stock to certain employees, directors and advisers of the Company.
        Such options were fully vested on the date of the grant and have
        an exercise price as follows:

             a)   6,800 shares at $25.00 per share.
             b)   12,981 shares at $27.50 per share.

                Of such options, 6,500 are intended to qualify as Incentive
        Stock Options pursuant to Section 422 of the Internal Revenue Code
        of 1986, as amended.

                                       -13-
<PAGE>
<PAGE>

5.      FINANCING
        ---------

             The Company has obtained a line of credit totaling a maximum
        borrowing capacity of Five Hundred Thousand Dollars ($500,000) for
        the purpose of purchasing various communication and computer
        hardware and software to support future operating needs.  As of
        September 30, 1998, the amount outstanding under this credit
        facility was $329,256.  The financing converts to a four-year term
        loan payable in equal monthly principal payments plus interest at
        0.5% above bank prime rate.  Property, supplies, inventory and
        intangible assets of the Company are security for this financing.

6.      COMMITMENTS AND CONTINGENCIES
        -----------------------------

             The Company, through its subsidiary, Management, leases its
        corporate headquarters and administrative office facilities
        located at 429-431 N. Pennsylvania Street, Indianapolis, Indiana,
        which facility has approximately 10,820 square feet, and is leased
        pursuant to an operating lease expiring in 2007 for office
        facilities and equipment.  The lease includes provisions for
        adjustment of operating costs and real estate taxes.  Such
        obligations are allocated between the Company and Management based
        on estimated usage.  The Company also maintains administrative
        offices at 2353 Alexandria Drive, Suite 100, Lexington, Kentucky;
        36 East Fourth Street, The Bartlett Building, Cincinnati, Ohio;
        and at 36 West 44th Street, The Bar Association Building, Suite
        1310, New York, New York.

             The aggregate minimum rental commitments required under
        operating leases for office space and equipment at September 30,
        1998 were as follows:

             For the Twelve Months Ended
                    September 30               Lease Commitments
                    ------------               -----------------
                        1999                       $  442,014
                        2000                          448,656
                        2001                          451,349
                        2002                          429,112
                        Thereafter                  1,199,291
                                                   ----------
                           Total                   $2,970,422
                                                   ==========

             The total rental expense was $218,421 and $104,538 for the
        nine months ended September 30, 1998 and 1997, respectively.


                                        -14-

<PAGE>
<PAGE>
7.           CAPITALIZED LEASE OBLIGATIONS
             -----------------------------

                  The Company's capitalized lease obligations are payable over
             a 36-month period.  The following is a summary of future minimum
             lease payments under capitalized lease obligations as of
             September 30, 1998:

                  For the Twelve Months Ended
                        September 30                                Amount
                        ------------                               --------
                            1999                                   $ 63,531
                            2000                                     43,105
                            2001                                      8,741
                                                                   --------
                            Subtotal                                115,337
                            Less: amount representing interest       13,063
                                                                   --------
                                    Net present value              $102,314
                                                                   ========

                  The Company acquired equipment through capital lease
             obligations in the amount of $0 and $24,190 during the nine months
             ended September 30, 1998 and 1997, respectively.

8.           CASH SEGREGATED UNDER FEDERAL REGULATION and NET CAPITAL
             --------------------------------------------------------
             REQUIREMENTS FOR MANAGEMENT
             ---------------------------

                  Management is subject to the Securities and Exchange
             Commission (the "SEC") Uniform Net Capital Rule ("Rule 15c3-1"),
             which requires the maintenance of minimum net capital, as defined
             in Rule 15c3-1, of 6-2/3% of aggregate indebtedness of $50,000,
             whichever is greater, and a ratio of aggregate indebtedness to net
             capital of not more than 15 to 1.  At September 30, 1998,
             Management had net capital of $614,450, which was in excess of its
             required net capital of $50,000, and a net capital ratio of 0.39
             to 1.

                  Pursuant to Rule 15c3-3, as promulgated by the SEC,
             Management calculates its reserve requirement and segregates cash
             and/or securities for the exclusive benefit of its customers on a
             periodic basis.  The reserve requirement calculated by Management
             was $0 at September 30, 1998.  Balances segregated in excess of
             reserve requirements are not restricted.

9.           COMMON AND PREFERRED STOCK
             --------------------------

             Common Stock:

             Acquisitions

                  The Company has 10,000,000 shares of Common Stock
             authorized.  In connection with the acquisitions described in Note
             1, the Company issued the following number of shares of Common
             Stock:

                  Company acquired          Date           Shares issued
                  ----------------     ---------------     -------------
                  Benefit Planners     March 10, 1998          12,000
                  EMCO                 August 21, 1998         11,000
                  Fiduciary Counsel    August 21, 1998         36,110


                                       -15-
<PAGE>
<PAGE>

             Private Placement Offering

                  On January 22, 1998, the Company commenced a private
             placement offering to sell a maximum of 600,000 shares of Common
             Stock.  The first 400,000 shares offered were offered at a price
             of $25.00 per share and, upon acceptance by the Company of
             subscriptions for such 400,000 shares, the remaining 200,000
             shares in the private placement were offered at a price of $27.50
             for share.  All of the shares of Common Stock offered by the
             Company were sold on a best efforts basis.  There is no public
             market for any securities of the Company and there can be no
             assurance that a market will develop in the future.  The offering
             terminated on June 30, 1998.

                  As of September 30, 1998, the Company had issued 437,338
             shares of Common Stock pursuant to the private placement and had
             reserved an additional 2,400 shares of Common Stock to be issued
             pursuant to subscriptions accepted in such offering.

             Preferred Stock:

                  As of September 30, 1998, the total preferred shares
             authorized for the Company was 1,000,000 shares, par value $.01
             per share, of which 102,100 shares were designated at September
             30, 1998 as follows:

<TABLE>
<CAPTION>
                                       Shares      Shares       Stated       Par
                                     Designated  outstanding     value      value
                                     ----------  -----------     -----      -----
<S>                                  <C>         <C>            <C>         <C>
      Series C Preferred Stock          2,100       1,672        $100       $0.01
      Series D Preferred Stock        100,000         -0-        $200       $0.01
</TABLE>


             Series C Preferred Stock Issuance

                  In May 1998, the Company issued 2,100 shares of Series C
             6.75% Cumulative Convertible Preferred Stock to certain directors,
             executive officers and agents of the Company for total
             consideration of $210,000.  Each share of Series C Preferred Stock
             is convertible, at any time at the option of the holder thereof
             and without the payment of any additional consideration with
             respect thereto, into 135 shares of Common Stock.  As of
             September 30, 1998, 428 shares of Series C Preferred Stock had
             been converted into 57,780 shares of Common Stock.

             Series D Preferred Stock Authorized

                  In July 1998, the Company authorized 100,000 shares of
             Series D Junior Participating Preferred Stock.  The Company has
             reserved all of the shares of Series D Preferred Stock for
             issuance under a Rights Agreement dated August 26, 1998 between
             the Company and Services, as rights agent.  On August 26, 1998,
             the Board of Directors of Unified declared a dividend distribution
             of one Preferred Stock Purchase Right (collectively, the "Rights")
             for each outstanding share of Common Stock.  The dividend
             distribution was payable to the stockholders of record at the
             close of business on August 26, 1998.  Generally, each Right, when
             exercisable, entitles the registered holder to purchase from the
             Company one one-hundredth of a share of Series D Preferred Stock
             at a price of $200.00 per one one-hundredth of a share.


                                       -16-
<PAGE>
<PAGE>

             Series A and Series B Preferred Stock Redemption

                  On April 25, 1998, the Company redeemed the outstanding
             Series A and Series B Preferred Stock of the Company.  Total
             consideration of $1,738,326, consisting of principal and accrued
             interest, was paid to the holders of the Series A and Series B
             Preferred Stock in connection with the redemption of such shares.



                                       -17-
<PAGE>
<PAGE>
ITEM 2.   MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION

OVERVIEW

       The Company, a Delaware holding company, was organized December
7, 1989 and conducts substantially all of its operations through its
wholly owned subsidiaries.  The Company's principal business is to
provide and maintain vertical integration in the financial services
industry for its subsidiaries, a "platform" that creates synergy and
revenues among its subsidiaries from the fees associated with gathering,
managing, maintaining and servicing assets under management.  The
Company currently maintains approximately $1.5 billion of assets under
management and approximately $5 billion of assets under service.  The
vertically integrated "platform," a subsidiary "home" for managing and
servicing virtually every kind of wealth-building asset, is primarily
accomplished through three strategies: (1) consolidating financial
services companies that expand or deepen the integration by means of
tax-free, stock-for-stock pooling-of-interest transactions (this
particular consolidation strategy is driven by the Company's goal to
protect, maintain, nurture and advance the entrepreneurial spirit of
small businesses by providing capital, synergy and vertical integration
in an "autonomous" subsidiary environment); (2) consolidating small
mutual funds into Unified's mutual fund families by means of tax-free
reorganizations (the mutual fund consolidation strategy is assisted by
Unified's systems capabilities and highly qualified systems staff which
provides innovative and flexible programming options, alternatives and
solutions required by small mutual funds to compete against the larger,
more capitalized mutual fund families); and (3) the formation of new
subsidiaries to develop proprietary products and services that deepen
the integration and enhance and advance the synergy and revenues among
its subsidiaries.

       Once a component of Unified's vertically integrated network,
each subsidiary then implements its individual business plan in an
autonomous environment and achieves its growth and thereby increases
earnings and share value predominantly by: (1) leveraging the existing
infrastructure and utilizing the vertically integrated platform to
realize fully and effect the synergy and the related earnings impact to
the Company's earnings; (2) consolidations by the subsidiary, using
the Company's stock and/or capital, to acquire important and critical
business components along its horizontal business plane; (3) utilizing
the Company's capital for necessary expansion; (4) traditional
advertising, marketing and selling of the subsidiary's products and
services; and (5) networking with the Company's subsidiaries.

       As of September 30, 1998, Unified owned all of the capital
stock of Management, Indianapolis, Indiana, a licensed NASD broker-
dealer; Services, Indianapolis, Indiana, a registered transfer agent and
mutual fund services company; Advisers, Indianapolis, Indiana, a
registered investment adviser under the Investment Advisers Act of 1940,
as amended; Health, Lexington, Kentucky, a registered investment
adviser; Lexington, Lexington, Kentucky, a non-bank affiliated trust
company that is regulated by the Department of Financial Institutions,
Commonwealth of Kentucky; Unified Internet Services, Indianapolis,
Indiana, a technology and Internet services company; Benefit Planners,
Lexington, Kentucky, a professional services firm specializing in back-
office recordkeeping for qualified plans; EMCO, New York, New York, an
estate, tax and wealth management firm; and Fiduciary Counsel, New York,
New York, an investment management firm.  As a result of the Company's
ownership of Advisers, the Company's subsidiaries provide services for
the affiliated Unified Funds, a family of four no-load mutual funds
sponsored by Advisers (hereinafter referred to as the "Unified Funds").

       The Company provides management services, working capital,
systems support and development and equipment for its wholly owned
financial services subsidiaries.  The Company's subsidiaries concentrate
their services over the following lines of business in the financial
services industry: mutual



                                       -18-
<PAGE>
<PAGE>
fund services, including transfer agency, shareholder and administrative
services, fund accounting, compliance and distribution; brokerage and
securities services, including third-party introduced clearing services;
investment advisory and asset management services for various asset
management categories and objectives; tax-free reorganizations and
consolidations of financial services companies and small mutual funds;
certain non-bank custodial services; trust and retirement services;
qualified plan services, including plan participant education; internal
and external proprietary product and systems development for financial
services institutions, predominately mutual funds, including the Unified
Funds; asset allocation services; investment advisory services;
financial planning services; and Internet technology and services.

       The following presents management's discussion and analysis of
the Company's consolidated financial condition and results of operations
as of the dates and for the periods indicated.  This discussion should
be read in conjunction with the other information set forth in this
Quarterly Report on Form 10-QSB, including the Company's unaudited,
consolidated financial statements and the accompanying notes thereto.

COMPARISON OF RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1998 AND
1997

       Total revenue for the nine months ended September 30, 1998 as
compared to the nine months ended September 30, 1997 increased
$2,312,647, or 45.4%, from $5,089,947 to $7,402,594.  For such periods,
brokerage revenues increased $684,865, or 36.9%, investment advisory
revenues increased $976,136, or 64.6%, trust and administration services
revenues increased $409,650, or 83.5% and other income increased
$285,476, or 315.6%.  The increase in brokerage revenues was due to the
commissions received by Management from the sale of Common Stock in
connection with the Company's recently completed private placement (the
"Private Placement").  Investment advisory revenues increased due to
growth in assets under management at both Health and Lexington and due
to the acquisitions by the Company in March 1998 and August 1998 of
Advisers and Fiduciary Counsel, respectively.  Trust and administrative
revenues primarily increased due to the acquisitions by the Company in
March 1998 and August 1998 of Benefit Planners and EMCO, respectively.
Other income for the first nine months of 1998 increased as a result of
additional interest income earned on cash and cash equivalents received
in connection with the Private Placement.

       Gross profit for the nine months ended September 30, 1998 as
compared to the nine months ended September 30, 1997 increased
$1,917,457, or 50.9%, from $3,767,545.  For such periods, gross profit
as a percentage of revenue increased to 76.8% from 74.0%.  Brokerage
gross profit increased to $1,360,971, or 53.6%, for the nine months
ended September 30, 1998 from $873,589, or 47.1%, for the same period of
the prior year, reflecting the increased brokerage revenues received by
Management in connection with the Private Placement.  The increase in
the percentage of fund services revenue charges to fund services
revenues from 24.1% for the nine months ended September 30, 1997 to
34.8% for the nine months ended September 30, 1998, relates to higher
trail commissions.  Investment advisory gross profit of $2,383,506 for
the nine months ended September 30, 1998 compared to $1,447,192 for the
nine months ended September 30, 1997.  The increase in the investment
fees paid during the nine months ended September 30, 1998 as compared to
the nine months ended September 30, 1997 was due to increased fees due
to the growth in assets under management at both Health and Lexington
and increased fees related to the business activities of Advisers and
Fiduciary Counsel, which were acquired by the Company in 1998.  The
revenues and cost of sales of each of Advisers and Fiduciary Counsel are
not included in the Company's results of operations for 1997.  Trust and
administration gross profit increased from $458,651 for the nine months
ended September 30, 1997 to $840,354 for the nine months



                                       -19-
<PAGE>
<PAGE>
ended September 30, 1998.  This increase was principally due to the
acquisitions in 1998 of Benefit Planners and EMCO.

       Income from operations for the nine months ended September 30,
1998 as compared to the nine months ended September 30, 1997 increased
$747,702 from $309,986, or 6.1% of total revenue, to $1,057,688, or
14.3% of total revenue.  Total expenses for the nine months ended
September 30, 1998 was $4,627,314, or 62.5% of total revenue, as
compared to $3,457,559, or 67.9% of total revenue, for the nine months
ended September 30, 1997.  The increase in each expense item for the
nine months ended September 30, 1998 as compared to the nine months
ended September 30, 1997 was principally due to the acquisitions by the
Company in 1998 of Benefit Planners, Advisers, Fiduciary Counsel and
EMCO.  The totals for the nine months ended September 30, 1998 also
include a fund service expense adjustment related to prior year periods
and increased legal and professional fees related to the Company's
acquisitions of Benefit Planners, Advisers, Fiduciary Counsel and EMCO
and the pending acquisitions of AmeriPrime, Equity, CPFC, Strategic and
Commonwealth.  As a percentage of total revenue, employee compensation
and benefits declined from 42.9% for the nine months ended September 30,
1997 to 30.6% for the nine months ended September 30, 1998.   During the
nine months ended September 30, 1997, employee compensation and benefits
included a one-time bonus payment to employees in the amount of
$125,000.  In comparing the nine months ended September 30, 1998 to the
nine months ended September 30, 1997, total expenses increased by 33.8%,
but, as a percentage of total revenue, decreased by 5.4%, reflecting the
improved income from operations.

       For the nine months ended September 30, 1998, Unified's portion
of the loss of Advisers (prior to Unified's acquisition of 100% of the
capital stock of Advisors on March 31, 1998) was $39,945 as compared to
a $54,722 profit for the nine months ended September 30, 1997.  A
general decline in the stock market lead to a $17,447 decline in the
realized gain on securities and an increase of $28,126 in the unrealized
loss on securities in comparing the nine months ended September 30, 1998
to the same period of 1997.

       Net income for the nine months ended September 30, 1998
increased $632,748, or 169.3%, as compared to net income for the nine
months ended September 30, 1997.  Increased revenues for the nine months
ended September 30, 1998 more than offset the increased expenses during
such period as compared to the nine months ended September 30, 1997.
For the nine months ended September 30, 1998, net income as a percentage
of total revenues increased to 13.6% from 7.3% for the nine months ended
September 30, 1997.

COMPARISON OF RESULTS FOR THE QUARTERS ENDED SEPTEMBER 30, 1998 AND 1997

       Total revenue for the quarter ended September 30, 1998 as
compared to the quarter ended September 30, 1997 increased $1,387,213,
or 78.5%, from $1,766,216 to $3,153,429.  For such periods, brokerage
revenues increased $287,245, or 44.2%, due to increased commissions at
Management.  Investment advisory revenues increased significantly from
$609,935 during the quarter ended September 30, 1997 to $1,142,912
during the quarter ended September 30, 1998, principally due to a growth
in assets under management at both Health and Lexington and due to the
acquisitions by the Company in 1998 of Advisers and Fiduciary Counsel.
For the quarter ended September 30, 1998, fund services revenues
increased $140,847, or 36.3%, as compared to the quarter ended September
30, 1997.  Such increase was primarily due to an increase in the number
of funds serviced by Services and an increase in the amount of assets
under management in the Unified Funds.  For the quarter ended September
30, 1998 as compared to the quarter ended September 30, 1997, trust and
administrative revenues increased $233,213, or 221.6%, principally due
to the acquisitions in 1998 of Benefit Planners and EMCO.  The


                                       -20-
<PAGE>
<PAGE>
increase in other income for the quarter ended September 30, 1998 as
compared to the quarter ended September 30, 1997 was due to additional
interest income earned on cash and cash equivalents received in
connection with the Private Placement.

       Gross profit for the quarter ended September 30, 1998 as
compared to the quarter ended September 30, 1997 increased $821,017, or
62.8%, from $1,307,332.  For such periods, gross profit as a percentage
of revenue decreased from 74.0% to 67.5%.  The decrease in the gross
profit percentage for the quarter ended September 30, 1998 as compared
to the quarter ended September 30, 1997 was due to higher trail
commission charges.  Investment advisory gross profit increased from
$583,329, or 95.6%, for the quarter ended September 30, 1997 to
$1,106,064, or 96.8%, for the quarter ended September 30, 1998.  Such
increase was primarily due to increased investment advisory revenues
related to increased assets under management at both Health and
Lexington and due to the acquisitions in 1998 of Advisers and Fiduciary
Counsel.  The revenues and cost of sales of each of Advisers and
Fiduciary Counsel are not included in the Company's results of
operations for 1997.  Trust and administration gross profit improved to
$322,594, or 95.3%, for the quarter ended September 30, 1998 as compared
to $98,789, or 93.9% for the quarter ended September 30, 1997.  This
increase was principally due to the acquisitions in 1998 of Benefit
Planners and EMCO.

       Income from operations for the quarter ended September 30, 1998
as compared to the quarter ended September 30, 1997 increased $99,142
from $213,960, or 12.1% of total revenue, to $313,102, or 9.9% of total
revenue. Total expenses for the quarter ended September 30, 1998 were
$1,815,247, or 57.6% of total revenue, as compared to $1,093,372, or
61.9% of total revenue, for the quarter ended September 30, 1997.  The
increase in each expense item for the quarter ended September 30, 1998
as compared to the quarter ended September 30, 1997 was principally due
to the acquisitions by the Company in 1998 of Fiduciary Counsel and
EMCO.  Total expenses for the quarter ended September 30, 1998 also
includes increased legal and professional fees related to the Company's
acquisitions of Fiduciary Counsel and EMCO and the pending acquisitions
of AmeriPrime, Equity, CPFC, Strategic and Commonwealth.  As a
percentage of total revenue, employee compensation and benefits declined
from 37.1% for the quarter ended September 30, 1997 to 29.2% for the
quarter ended September 30, 1998.   During the quarter ended September
30, 1997, employee compensation and benefits included a one-time bonus
payment to employees in the amount of $125,000.  In comparing the
quarter ended September 30, 1998 to the quarter ended September 30,
1997, total expenses increased by 66.0%, but, as a percentage of total
revenue, decreased by 4.3%, reflecting the improved income from
operations.

       For the quarter ended September 30, 1997, Unified's portion of
the loss of Advisers was $25,208 (no loss was recorded for the three
months ended September 30, 1998 due to Unified's 100% ownership of
Advisers since March 31, 1998).  The Company also experienced a $14,195
increase in unrealized losses on securities in the third quarter of 1998
as compared to the third quarter of 1997.

       Net income for the quarter ended September 30, 1998 increased
$121,241, or 89.9%, as compared to net income for the quarter ended
September 30, 1997.  For the quarter ended September 30, 1998, net
income as a percentage of total revenues increased to 8.1% from 7.6% for
the quarter ended September 30, 1997.

LIQUIDITY AND CAPITAL RESOURCES

       The assets and liabilities of each of Benefit Planners,
Advisers, EMCO and Fiduciary Counsel are included in the Company's
balance sheet as of September 30, 1998.  The inclusion of these
companies and the receipt of funds pursuant to the Private Placement are
the principal reasons for the



                                       -21-
<PAGE>
<PAGE>
increase from December 31, 1997 to September 30, 1998 of most balance
sheet items.  The Company's primary source of liquidity historically has
been and continues to be cash flow from operating activities, available
borrowing capacity from capitalized leases and a loan from a regional
bank to finance capital equipment.  The net increase in cash and cash
equivalents during the first nine months of 1998 from year-end 1997 was
$8,781,546.  The principal increase reflects net proceeds from the
private placement of $9,941,634 and bank borrowing for equipment of
$224,299, which proceeds offset the $1,706,900 utilized to redeem the
Series A and Series B Preferred Stock.  For the nine months ended
September 30, 1998, the Company issued 437,338 shares of Common Stock.
In addition, during May 1998, the Company issued 2,100 shares of Series
C Preferred Stock to certain directors, executive officers and agents of
the Company for total consideration of $210,000.  On August 21, 1998,
the Company acquired Fiduciary Counsel for cash in the amount of
$800,835 plus 36,110 shares of Common Stock, creating goodwill of
$1,564,801.

       On April 25, 1998, the Company utilized $1,706,900 of the
Private Placement proceeds to redeem the outstanding shares of Series A
and Series B Preferred Stock.  Pending usage, the Company may invest the
remaining net proceeds from the Private Placement in its own no-load
mutual fund portfolios.  The Private Placement should have a positive
effect on the Company assisting further development, marketing,
expansion and support of the Company's products and services,  some of
which are proprietary, promoting aggressive advertising and publicity
program for our niche products and services, especially the V.O.I.C.E.(TM)
program and the Company's vision for the financial services industry and
expanding of the Company's internet investment activities, including
banking activities.

       Changes in balance sheet items related to the acquisitions of
Benefit Planners, Advisers, EMCO and Fiduciary Counsel were the
following as of September 30, 1998:

                       Item                                    Amount
                       ----                                    ------

            Cash and cash equivalents                        $554,397
            Investments in securities                          14,556
            Investments in affiliated mutual funds             64,996
            Accounts receivable                               536,858
            Prepaid and sundry assets                          50,575
            Fixed assets, net                                 138,501
            Deferred cost, net                                355,101
            Other non-current assets                           23,531
            Capitalized leases                                 78,333
            Accounts payable and accrued expenses             607,461
            Accrued compensation and benefits                 274,240
            Deferred income taxes                              35,218
            Other liabilities                                 143,493

YEAR 2000 COMPLIANCE

       The year 2000 issue is the result of computer programs being
written using two digits rather than four digits to define the
applicable year.  These programs treat years as occurring between 1900
and the end of 1999 and do not self-convert to reflect the upcoming
change in the century.  If not corrected, computer applications could
create erroneous results by or at the Year 2000.


                                       -22-
<PAGE>
<PAGE>

       The Company has undertaken a program to understand the nature
and extent of the work required to make its systems Year 2000 compliant.
This program encompasses operating, information and facilities systems,
the Company's products and the readiness of the Company's vendors.  The
program includes the following phases: awareness and inventory; triage;
detailed assessment and resolution; testing; deployment; and contingency
plan development for all areas.

       The Company's objective is to become Year 2000 compliant with
its critical systems by the end of the fourth quarter of 1998, allowing
substantial time for further testing, verification and conversion of
less important activities and systems.  The Company has determined that
it has no exposure to contingencies related to the Year 2000 for
services it sells and that its technology systems are substantially Year
2000 compliant.  The Company also is requesting assurance, by no later
than December 31, 1998, from its significant vendors that they are
addressing this issue to ensure that there will be no major disruptions
to the Company's business.

Plan Definitions
----------------

       Awareness - Making employees and management aware of Y2K
problem and how it affects the Company.  Inform employees and management
of Y2K project and give routine updates.

       Inventory - A complete inventory that will identify products
that are not Year 2000 compliant.

       Triage - Decide what systems to keep based on reviews of
technical risk and business risk.  Systems critical to the business are
placed in the detail assessment phase and are corrected.

       Detailed Assessment - Period in which efforts are focused on:
(a) identification of year 2000 problems within a specific system; and
(b) identification to appropriate solutions to those problems.

       Resolution - Period when efforts are focused in repair,
replacement or retirement of systems in the Company's organization that
incorporate Year 2000 problems.

       Testing - Deploy fixes and test resolutions.

       Deployment - Make Year 2000 systems operational.

Critical Systems Plan Progress:
------------------------------

       Awareness      Plan: Ongoing through 01/2000       Present Status: 100%

       Inventory      Plan: 100% Complete by 9/1998       Present Status: 100%

       Triage         Plan: 100% Completed by 9/1998      Present Status: 100%

       Assessment     Plan: 100% Completed by 10/1998     Present Status: 100%

       Resolution     Plan: 100% Completed by 12/1998     Present Status: 75%

       Testing        Plan: 100% Completed by 12/1999     Present Status: 75%

       Deployment     Plan: 100% Completed by 12/1999     Present Status: 75%


                                       -23-

<PAGE>
<PAGE>
       The total cost of the Year 2000 project to date has not been
material.  Based on the program to date, the Company does not expect
that future costs of modifications will have a material adverse effect
on the Company's financial position or results of operations. An
estimated $65,000 will be spent on hardware and software to complete the
Year 2000 project over the next year.  Because the Company expects that
its internal systems will become Year 2000 in a timely manner, the
Company believes that the most likely worst case scenario would result
from vendors or other third parties failing to achieve Year 2000
compliance.  Depending upon the number of third parties, their identity
and the nature of the non-compliance, the Year 2000 issue could have a
material adverse effect on the Company's financial position or results
of operations.  However, the Company is developing contingency plans,
which should be completed in early 1999, should any critical problems
occur in any of the assessment areas noted above. Accordingly, the
Company does not expect Year 2000 problems to result in any material
adverse effect on the Company's financial position or results of
operation.

                             **  **  **

       The forward-looking statements contained in this report are
inherently subject to risks and uncertainties.  The Company's actual
results could differ materially from those in the forward-looking
statements.  Potential risks and uncertainties include a number of
factors, including the Company's ability to manage rapid growth,
economic conditions generally and in particular those affecting bond and
securities markets.  An increase in federal and state regulation of the
mutual fund industry or the imposition of regulatory penalties also
could have an effect on operating results of the Company.



                                       -24-
<PAGE>
<PAGE>

PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

       Not applicable.

ITEM 2.   CHANGES IN SECURITIES AND USE OF PROCEEDS

       For the three months ended September 30, 1998, the only sales
of the Company's securities were the following:  (i) 55,344 shares of
Common Stock issued in connection with a private offering of up to
600,000 shares of Common Stock pursuant to subscriptions accepted on or
before the termination of the offering on June 30, 1998, 40,600 shares
at a price of $25.00 per share and 14,744 shares at a price of $27.50
per share; (ii) 57,780 shares of Common Stock issued upon the conversion
of 428 shares of Series C Preferred Stock (no consideration was paid by
the stockholder in connection with such conversion); (iii) 36,110 shares
of Common Stock issued in connection with the acquisition by the Company
of Fiduciary Counsel (such shares were issued in exchange for the
outstanding capital stock of Fiduciary Counsel); and (iv) 11,000 shares
of Common Stock issued in connection with the acquisition by the Company
of all of the assets and certain of the liabilities of EMCO.  All shares
of stock issued by the Company during such period were issued pursuant
to the exemption provided by Rule 506, as promulgated by the SEC.

ITEM 3.   DEFAULTS UPON SENIOR SECURITIES

       Not applicable.

ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

       Not applicable.

ITEM 5.   OTHER INFORMATION

       Under applicable regulations of the Securities and Exchange
Commission, all proposals of stockholders to be considered for inclusion
in the proxy statement for the 1999 Annual Meeting of Stockholders must
be received by the Company by December 30, 1998.  The By-Laws of the
Company provide that stockholder proposals, including nominations of
directors, that do not appear in the proxy statement may be considered
at a meeting of stockholders only if written notice of the proposal is
received by the Secretary of the Company not less than 60 days and not
more than 90 days prior to the anniversary of the preceding year's
annual meeting; provided, however, that in the event that the date of
the annual meeting is more than 30 days before or more than 60 days
after such anniversary date, notice by the stockholder must be delivered
not earlier than the 10th day prior to such annual meeting and not later
than the 60th day prior to such annual meeting or the 10th day following
the day on which public announcement of the date of such meeting is
first made by the Company.  Under the By-Laws of the Company, the date
by which written notice of a proposal must be received by the Company to
be considered at the 1999 Annual Meeting of Stockholders is
March 21, 1999.

       At the 1999 Annual Meeting of Stockholders, the individuals
named in the proxy relating to such meeting will exercise discretionary
authority to vote on any matter brought before the meeting with respect
to which the Company was provided with notice after December 30, 1998
and before March 21,



                                       -25-
<PAGE>
<PAGE>
1999.  In addition, the Company will include in the proxy statement
advice on the nature of the matter and how the individuals named in the
proxy relating to such meeting intend to exercise their discretion to
vote on each matter.  Notwithstanding the above, the individuals named
in the proxy relating to such meeting shall not exercise discretionary
authority over a matter if: (i) the Company receives notice of such
matter by March 21, 1999; (ii) by March 21, 1999, the proponent of such
matter (the "Proponent") provides the Company with a written statement
that the Proponent intends to deliver a proxy statement and form of
proxy to holders of at least the percentage of the Company's voting
shares required under Delaware law to carry the proposal; (iii) the
Proponent includes the same statement in its proxy materials filed under
Rule 14a-6 of the Securities Exchange Act of 1934, as amended; and (iv)
immediately after soliciting the percentage of stockholders required to
carry the proposal, the Proponent provides the Company with a statement
from any solicitor or other person with knowledge that the necessary
steps have been taken to deliver a proxy statement and form of proxy to
holders of at least the percentage of the Company's voting shares
required under Delaware law to carry the proposal.

       Any written notice of a stockholder proposal must include the
following information: (a) as to each person whom the stockholder
proposes to nominate for election or reelection as a director, all
information relating to such person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise
required, in each case pursuant to Regulation 14A under the Securities
Exchange Act of 1934, as amended (including such person's written
consent to being named in the proxy statement as a nominee and to
serving as a director if elected); (b) as to any other business that
the stockholder proposes to bring before the meeting, a brief
description of the business desired to be brought before the meeting,
the reasons for conducting such business at the meeting and any material
interest in such business of such stockholder and the beneficial owner,
if any, on whose behalf the proposal is made;  and (c) as to the
stockholder giving the notice and the beneficial owner, if any, on whose
behalf the nomination or proposal is made, (i) the name and address of
such stockholder, as they appear on the Company's books, and of such
beneficial owner, and (ii) the class and number of shares of the Company
which are owned beneficially and of record by such stockholder and such
beneficial owner.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

    (a)   Exhibits:

          See Exhibit Index attached hereto.

    (b)   Reports on Form 8-K:

          On August 28, 1998, the Company filed a Current Report on
Form 8-K, as amended by Current Report on Form 8-K/A, to report the
acquisitions by the Company of Fiduciary Counsel and certain of the
assets and liabilities of EMCO.  In connection with the acquisition of
Fiduciary Counsel on August 21, 1998, the Company issued 36,110 shares
of Common Stock in exchange for all of the outstanding capital stock of
Fiduciary Counsel.  In connection with the acquisition of all of the
assets and certain of the liabilities of EMCO on August 21, 1998, the
Company issued 11,000 shares of Common Stock in exchange for such assets
and liabilities.

          On September 8, 1998, the Company filed a Current Report on
Form 8-K to report the declaration on August 26, 1998 of a dividend
distribution of one Preferred Stock Purchase Right (collectively, the
"Rights") for each outstanding share of Common Stock.  The dividend
distribution was payable to the stockholders of record of the Company at
the close of business on August 26, 1998.  Generally, each Right, when
exercisable, entitles the registered holder to purchase from the Company


                                       -26-

<PAGE>
<PAGE>
one one-hundredth of a share of a new series of voting preferred stock,
designated as Series D Junior Participating Preferred Stock, $.01 par
value, at a price of $200.00 per one one-hundredth of a share, subject
to adjustment.  The description and terms of the Rights are set forth in
a Rights Agreement between the Company and Services, as Rights Agent.



                                       -27-

<PAGE>
<PAGE>
                             SIGNATURES

       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 thereunto duly authorized.



                         UNIFIED FINANCIAL SERVICES, INC.
                            (Registrant)


November 20, 1998        By: /s/ Timothy L. Ashburn
                             ----------------------------------------
                             Timothy L. Ashburn, Chairman, President
                             and Chief Executive Officer





                                       -28-
<PAGE>
<PAGE>
                                    EXHIBIT INDEX

 Ex. No.  Description
 -------  -----------

   3.1    Amended and Restated Certificate of Incorporation of the
          Company, filed as Exhibit 4.1(a) to the Company's Quarterly
          Report on Form 10-QSB for the quarter ended September 30,
          1997, is incorporated herein by reference.

   3.2    By-laws of the Company, filed as Exhibit 4.2 to the
          Company's Quarterly Report on Form 10-QSB for the quarter
          ended September 30, 1997, is incorporated herein by
          reference.

   4.1    Certificate of Designations, Preferences, and Relative
          Rights, Qualifications and Restrictions of the Series C
          6.75% Cumulative Convertible Preferred Stock of the Company,
          filed as Exhibit 4.1(d) to the Company's Quarterly Report on
          From 10-QSB for the quarter ended September 30, 1997, is
          incorporated herein by reference.

   4.2    Certificate of Designations, Preferences and Rights of
          Series D Junior Participating Preferred Stock of the
          Company.

   4.3    Rights Agreement, dated as of August 26, 1998, between the
          Company and Unified Fund Services, Inc., filed as Exhibit 1
          to the Company's Registration Statement on Form 8-A dated
          September 3, 1998, is incorporated herein by reference.

   10.1   Agreement and Plan of Merger dated April 25, 1997 by and
          among the Company, HFI Acquisition Corporation, Health
          Financial, Inc. and Dr. Gregory W. Kasten, filed as
          Exhibit 2.1 to the Company's Registration Statement on Form
          10-SB, is incorporated herein by reference.

   10.2   Amended and Restated Agreement and Plan of Merger dated as
          of April 25, 1997 by and among the Company, FLTC Acquisition
          Corporation, First Lexington Trust Company and Dr. Gregory
          W. Kasten, filed as Exhibit 2.2 to the Company's
          Registration Statement on Form 10-SB, is incorporated herein
          by reference.

   10.3   Agreement and Plan of Merger dated as of May 8, 1997 by and
          among the Company, VAI Acquisition Corporation, Vintage
          Advisers, Inc. and Timothy L. Ashburn, filed as Exhibit 2.3
          to the Company's Registration Statement on Form 10-SB, is
          incorporated herein by reference.

   10.4   First Amendment to Agreement and Plan of Merger dated as of
          May 31, 1997 by and among the Company, HFI Acquisition
          Corporation, Health Financial, Inc. and Dr. Gregory W.
          Kasten, filed as Exhibit 2.4 to Amendment No. 1 to the
          Company's Registration Statement on Form 10-SB, is
          incorporated herein by reference.



                                       -29-
<PAGE>
<PAGE>

   10.5   Agreement and Plan of Merger, dated July 10, 1998, by and
          among the Company, Fiduciary Acquisition Corporation,
          Fiduciary Counsel, Inc., Associated Family Services, Inc.,
          Intellectronic Management Systems, Inc., Jack R. Orben,
          Andrew E. Beer and Charles C. Hickox, filed as Exhibit 2 to
          the Company's Current Report on Form 8-K dated August 28,
          1998, is incorporated herein by reference.

   10.6   Agreement and Plan of Merger, dated October 16, 1998, by and
          among the Company, AmeriPrime Acquisition Corporation,
          AmeriPrime Financial Services, Inc. and Kenneth D.
          Trumpfheller, filed as Exhibit 2.1 to the Company's Current
          Report on Form 8-K dated November 5, 1998, is incorporated
          herein by reference.

   10.7   Agreement and Plan of Merger, dated October 16, 1998, by and
          among the Company, Equity Acquisition Corporation, Equity
          Underwriting Group, Inc., John R. Owens and D. Richard
          Meyer, filed as Exhibit 2.2 to the Company's Current Report
          on Form 8-K dated November 5, 1998, is incorporated herein
          by reference.

   10.8   Termination Agreement dated as of December 1, 1997 by and
          among the Company, VAI Acquisition Corporation, Vintage
          Advisers, Inc. and Timothy L. Ashburn, filed as Exhibit 2.5
          to Amendment No. 1 to the Company's Registration Statement
          on Form 10-SB, is incorporated herein by reference.

   10.9   Release and Surrender Agreement dated as of December 1, 1997
          by and among the Company, Vintage Advisers, Inc., Timothy L.
          Ashburn and Jack R. Orben, filed as Exhibit 2.6 to Amendment
          No. 1 to the Company's Registration Statement on Form 10-SB,
          is incorporated herein by reference.

   10.10  Employment Agreement dated as of June 1, 1997 by and between
          Health Financial, Inc. and Dr. Gregory W. Kasten, filed as
          Exhibit 10.1 to Amendment No. 1 to the Company's
          Registration Statement on Form 10-SB, is incorporated herein
          by reference.

   10.11  Business Loan Agreement dated as of September 10, 1997 by
          and between the Company and Bank One, Indiana, N.A., filed
          as Exhibit 10.2 to Amendment No. 1 to the Company's
          Registration Statement on Form 10-SB, is incorporated herein
          by reference.

   10.12  Commercial Security Agreement dated as of September 10, 1997
          by and between the Company and Bank One, Indiana, N.A.,
          filed as Exhibit 10.3 to Amendment No. 1 to the Company's
          Registration Statement on Form 10-SB, is incorporated herein
          by reference.

   10.13  Promissory Note dated as of September 10, 1997 issued by the
          Company in favor of Bank One, Indiana, N.A., filed as
          Exhibit 10.4 to Amendment No. 1 to the Company's
          Registration Statement on Form 10-SB, is incorporated herein
          by reference.



                                       -30-
<PAGE>
<PAGE>

   10.14  Unified Financial Services, Inc. 1998 Stock Incentive Plan,
          filed as Annex A to the Company's Proxy Statement for the
          Company's 1998 Annual Meeting, is incorporated herein by
          reference.

   11.1   Computation of Per Share Earnings.

   27.1   Financial Data Schedule (September 30, 1998).



                                       -31-