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 June 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 July 23, 1998, the registrant had 1,460,714 outstanding shares of Common
Stock, $.01 par value.

<PAGE>

<TABLE>


                                TABLE OF CONTENTS

<S>              <C>                                                                           <C>  

                                                                                                   Page
  PART I.           FINANCIAL INFORMATION

  Item 1.           Financial Statements:

                    Consolidated Balance Sheets                                                       3

                    Consolidated Statements of Income                                                 5

                    Consolidated Statements of Cash Flows                                             6

                    Notes to Consolidated Financial Statements                                        7

  Item 2.           Management's Discussion and Analysis of Financial Condition and
                    Results of Operations:

                    Overview                                                                         13

                    Comparison of Results for the Six Months Ended June 30,
                    1998 and 1997                                                                    13

                    Comparison of Results for the Quarter Ended June 30, 1998 and
                    1997                                                                             14

                    Liquidity and Capital Resources                                                  14

  Part II.          OTHER INFORMATION

  Item 1.           Legal Proceedings                                                                15
  
  Item 2.           Changes in Securities and Use of Proceeds                                        15

  Item 3.           Defaults Upon Senior Securities                                                  15

  Item 4.           Submission of Matters to a Vote of Security Holders                              15

  Item 5.           Other Information                                                                16

  Item 6.           Exhibits and Reports on Form 8-K                                                 16

  SIGNATURE PAGE                                                                                     17

  EXHIBIT INDEX                                                                                      18

</TABLE>
                                       -2-
<PAGE>

           


            Part 1.      FINANCIAL INFORMATION

            Item 1.      FINANCIAL STATEMENTS:


<TABLE>

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

    

                                                                             June 30,1998                  Dec 31,1997
                                                                             ------------                  -----------
                                                                              (unaudited)
<S>                                                                     <C>                         <C>    

            ASSETS:
            CURRENT ASSETS:
                Cash and cash equivalents                                  $     8,646,373             $       605,654
                Investments in affiliated mutual funds                             474,168                     520,334
                Investments in non-affiliated mutual funds                         204,830                     187,603
                Notes receivable, affiliated company                                     -                      50,000
                Notes receivable                                                         -                       4,502

                Accounts receivable (net of allowance for
                     doubtful accounts of $2,041 for 1998 and 1997)              1,631,525                   1,505,600

                Prepaid and sundry assets                                          145,707                     141,042
                                                                             --------------              --------------
                     Total current assets                                       11,102,603                   3,014,735
                                                                             --------------              --------------

            NON-CURRENT ASSETS:
                Investment in debt securities                                      864,175                     958,604
                Organization cost net of accumulated amortization
                     of $213,295 and $4,900, respectively                          376,150                       2,100
                Equity in and advances to affiliates                                     -                     284,994
                Notes receivable, net of current maturity                                -                       8,090

            FIXED ASSETS, AT COST:
                Equipment and furniture (net of accumulated
                     depreciation of $802,354 and $590,887, respectively)          582,621                     590,059
                Capitalized leased equipment (net of accumulated
                     depreciation of $18,845 and $55,465, respectively)             40,464                      74,762
                                                                             --------------              --------------
                                                                                   623,085                     664,821
                                                                             --------------              --------------

                     Total non-current and fixed assets                          1,863,410                   1,918,609
                                                                             --------------              --------------

                     TOTAL ASSETS                                          $    12,966,013             $     4,933,344
                                                                             ==============              ==============

            See notes to consolidated financial statements.

</TABLE>
                                      -3-
<PAGE>
<TABLE>

           UNIFIED FINANCIAL SERVICES, INC.
           CONSOLIDATED BALANCE SHEETS

<CAPTION>
   

                                                                               June 30,1998               Dec 31,1997
                                                                               ------------               -----------
                                                                                (unaudited)
<S>                                                                       <C>                          <C>  

           LIABILITIES AND STOCKHOLDERS' EQUITY:
           CURRENT LIABILITIES:
               Current portion of capitalized leases                          $      18,746             $      30,090
               Current portion of bank, line-of-credit                               30,719                    30,719
               Accounts payable and accrued expenses                                728,610                   617,637
               Accrued compensation and benefits                                    292,041                   162,273
               Payable to broker/dealers                                            337,659                   274,046
               Income taxes payable                                                   5,548                    14,355
               Deferred income taxes                                                 59,918                    24,700
               Other liabilities                                                  1,115,477                   740,055
                                                                                ------------              ------------

                   Total current liabilities                                      2,588,718                 1,893,875
                                                                                ------------              ------------

           LONG-TERM LIABILITIES:
               Long-term capitalized lease obligations, net of current portion       10,860                    21,374
               Bank line-of-credit, net of current portion                          306,217                    92,158
               Deferred income taxes                                                    800                       800
                                                                                ------------              ------------

                   Total long-term liabilities                                      317,877                   114,332
                                                                                ------------              ------------

                   TOTAL LIABILITIES                                              2,906,595                 2,008,207
                                                                                ------------              ------------

           COMMITMENTS AND CONTINGENCIES

           STOCKHOLDERS' EQUITY:
               Common Stock,  par value $.01 per share,  authorized - 10,000,000
                   shares; outstanding 1,425,133 shares and
                   1,027,776 shares, respectively                                    18,748                    14,778
               Preferred Stock Series A, par value $.01 per share, authorized -
                   10,000 shares; outstanding 0 and 8,486 shares, respectively            -                     8,486
               Preferred Stock Series B, par value $.01 per share, authorized -
                   10,000 shares; outstanding 0 and 8,486 shares, respectively            -                     8,583
               Preferred Stock Series C, par value $.01 per share, authorized -
                   2,100 shares; outstanding 2,100 and 0 shares, respectively         2,100                         -
               Additional paid-in capital                                         9,116,116                 1,977,788
               Retained earnings                                                    922,454                   915,502
                                                                                ------------              ------------

                   TOTAL STOCKHOLDERS' EQUITY                                    10,059,418                 2,925,137
                                                                                ------------              ------------

                   TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                 $  12,966,013             $   4,933,344
                                                                                ============              ============

           See notes to consolidated financial statements.

</TABLE>
                                      -4-
<PAGE>
<TABLE>
UNIFIED FINANCIAL SERVICES, INC.
CONSOLIDATED STATEMENTS OF INCOME (unaudited)
<CAPTION>

                                                      Six Months Ended                         Three Months Ended
                                                          June 30,                                   June 30,
                                             -----------------------------------        -----------------------------
                                                  1998                  1997                 1998             1997
                                             --------------      ---------------        -------------     -----------
<S>                                          <C>                <C>                    <C>              <C>    
    REVENUE:
        Brokerage                            $ 1,604,177          $  1,206,557           $  856,353       $  546,591
        Fund services                            545,776               627,569              308,294          227,039
        Investment advisory                    1,343,715               900,556              665,546          547,677
        Trust and administration services        561,589               385,152              254,798          313,449
        Software and programming services         16,502                94,808                7,651           47,610
        Other income                             177,406               109,089              113,961           69,050
                                               ----------            ----------           ----------       ---------
           Total revenue                       4,249,165             3,323,731            2,206,603        1,751,416
                                               ----------            ----------           ----------       ---------

    COST OF SALES:
        Brokerage revenue charges                582,410               801,535               69,202          365,640
        Investment fees                           66,273                36,693               29,306           18,865
        Administration fees                       43,829                25,290               25,843            9,941
                                               ----------            ----------           ----------       ---------
           Total cost of sales                   692,512               863,518              124,351          394,446
                                               ----------            ----------           ----------      ----------

           Gross profit                        3,556,653             2,460,213            2,082,252        1,356,970
                                               ----------            ----------           ----------      ----------

    EXPENSES:
        Employee compensation and benefits     1,341,078             1,527,647              674,795          779,021
        Brokerage operating charges              187,146               134,194              106,262           64,237
        Fund services operating charges          311,716               132,128              293,788           75,129
        Mail and courier service                  49,027                21,384               27,313           10,997
        Telephone                                 57,699                57,794               33,650           25,508
        Equipment rental and maintenance          72,701                30,535               40,328           10,725
        Occupancy                                143,463                97,444               73,444           49,093
        Depreciation                             141,702                84,842               68,947           36,544
        All other                                507,535               278,219              285,394          158,433
                                               ----------            ----------           ----------      ----------
           Total expenses                      2,812,067             2,364,187            1,603,921        1,209,687
                                               ----------            ----------           ----------      ----------
    Income from operations                       744,586                96,026              478,331          147,283
                                               ----------            ----------           ----------      ----------

    OTHER INCOME (LOSS):
        Unrealized gain or (loss) on securities   30,119                44,050               (6,278)          49,242
        Realized gain on securities                6,250                23,898                  914           23,898
        Results of loss (gain) of affiliate      (39,945)               79,930                  -             94,344
        Gain or (loss) on sale/disposal of 
          fixed assets                             5,140                   -                   (143)              -
                                               ----------            ----------           ----------      ----------         
           Total other income (loss)               1,564               147,878               (5,507)         167,484
                                               ----------            ----------           ----------      ----------

    INCOME BEFORE INCOME TAXES                   746,150               243,904              472,824          314,767

    INCOME TAXES:
        Current                                    1,904                 3,458                1,304            2,858
        Deferred                                  (6,080)                1,627                 (254)          (2,048)
                                               ----------            ----------           ----------      ----------
    NET INCOME                              $    750,326         $     238,819          $   471,774      $   313,957
                                               ==========            ==========           ==========      ==========
                                                                     
                                               
    Preferred Dividends                     $     65,844         $      67,530          $    31,426      $    33,205
                                               ----------            ----------           ----------      ----------

    Income available to common stockholders $    684,482         $     171,289          $   440,348      $   280,752
                                               ==========            ==========           ==========      ==========
                                               

    Weighted average common shares outstanding:
        Basic                                  1,259,445               455,008            1,394,493          455,008
        Diluted                                1,708,633             1,027,776            1,708,633        1,027,776

    Earnings per share of common stock:
        Basic                               $       0.54         $        0.38          $      0.32      $      0.62
                                               ----------            ----------           ----------      ----------
        Diluted                             $       0.40         $        0.17          $      0.26      $      0.27
                                               ----------            ----------           ----------      ----------

    See notes to consolidated financial statements.

</TABLE>
                                      -5-
<PAGE>



<TABLE>

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


                                                               Six Months Ended                         Three Months Ended
                                                                    June 30,                                  June 30,
                                                         --------------------------------        -----------------------------
                                                             1998                 1997                 1998             1997
                                                         ------------       -------------        -------------     -----------
<S>     <C>                                             <C>               <C>                  <C>               <C>    
                                          
         OPERATING ACTIVITIES:
         Net income                                      $  750,326         $    238,819         $   471,774       $  313,957
         Adjustment to reconcile net income to net cash
         provided (used) in operating activities:
            Deferred income taxes                            (6,080)                 -                   -              1,154
            Provision for depreciation and amortization     162,451               84,842              89,696           36,544
            Amortization of bond discount                      (448)                 -                  (226)             -
            Unrealized gain/(loss) on investments            (5,140)                 -                31,257           (5,192)
            Results of affiliated company                    39,945              (79,929)                -            (94,343)
            Loss on sale/disposal of fixed assets           (30,119)             (44,050)            (24,836)         (44,050)
            Excess of net assets of Unified Investment          -                    -                   -                -
               Advisers, Inc.                              (814,347)                 -                   -                -
            (Increase) decrease in operating assets: 
               Receivables                                  100,135              (57,472)           (309,473)        (153,621)
               Prepaid and sundry assets                     (4,665)              13,919              27,488            7,418
            Increase (decrease) in liabilities:
               Accounts payable and accrued expenses         29,122             (115,863)           (123,183)          16,599
               Accrued compensation and benefits            117,819               71,537              23,133          101,615
               Payable to broker/dealers                     63,613              (26,374)             43,770          (72,766)
               Accrued income taxes                          (8,807)              (9,200)                -             (2,465)
               Other liabilities                            293,274              736,497             391,027          626,755
                                                         -----------        -------------        ------------       ----------
                   Net cash from operating activities       687,079              812,726             620,427          731,605
                                                         -----------        -------------        ------------       ----------
         INVESTING ACTIVITIES:
            Purchase of equipment                           (64,654)             (57,387)            (46,318)         (22,514)
            Proceeds from sale of fixed assets               12,379              128,851               2,411          128,851
            Proceeds from note receivable                       -                 27,496                 -             26,234
            Investments in mutual funds                      59,058             (318,777)              2,322         (318,777)
            Investments in debt securities                   94,877             (115,642)             24,576         (115,642)
                                                         -----------        -------------        ------------       ----------
                   Net cash from investing activities       101,660             (335,459)            (17,009)        (301,848)
                                                         -----------        -------------        ------------       ----------
         FINANCING ACTIVITIES:
            Dividends to preferred stockholders             (65,844)             (67,530)            (31,426)         (33,205)
            Dividends to Health common stockholder              -               (157,007)                -           (157,007)
            Net proceeds from issuance of common stock    8,624,109                2,553           8,444,109              -
            Issuance of Preferred Stock Series C            210,000                  -               210,000              -
            Redemption of Preferred Stock Series A and
               Series B                                  (1,706,900)                 -            (1,706,900)             -
            Repayment of borrowing                          (10,240)                 -                (2,560)             -
            Borrowing bank line-of-credit                   224,299                  -                (5,120)             -
            Borrowing of capitalized leases                     -                 24,190                 -             24,190
            Repayment of capitalized lease obligations      (21,858)             (25,392)             (8,074)         (14,605)
                                                         -----------        -------------        ------------       ----------
                   Net cash provided/(used) in financing 
                      activities                          7,253,566             (223,186)          6,900,029         (180,627)
                                                         -----------        -------------        ------------       ----------

         NET CHANGE IN CASH AND CASH EQUIVALENTS          8,042,305              254,081           7,503,447          249,130

         CASH AND CASH EQUIVALENTS
                   Beginning of period                      604,068              538,030           1,142,926          542,981
                                                         -----------        -------------        ------------       ----------
                   End of period                         $8,646,373         $    792,111         $ 8,646,373       $  792,111
                                                         ===========        =============        ============       ==========
                                                         
         SUPPLEMENTARY INFORMATION
            Interest paid                                $   18,714         $      3,958         $     9,791       $    2,641
                                                         -----------        -------------        ------------       ----------
            Income taxes paid                            $   10,712         $     16,785         $     1,905       $   12,285
                                                         -----------        -------------        ------------       ----------

         See notes to consolidated financial statements.

</TABLE>
                                      -6-
<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. and Unified Internet Services,  Inc. Unless
         the  context  otherwise  indicates,  references  to  "Unified"  or  the
         "Company" include Unified and its subsidiaries.

                  Unified  Management  Corporation  ("Management"),  an  Indiana
         corporation,  is  a  registered  broker  dealer  under  the  Securities
         Exchange  Act of 1934,  as  amended,  and is a member  of the  National
         Association of Securities Dealers, Inc.

                  Unified  Fund   Services,   Inc.   ("Services"),   an  Indiana
         corporation,  is a registered  investment  adviser under the Investment
         Advisers Act of 1940,  as amended,  and provides  investment  advisory,
         transfer agent,  dividend  disbursing,  transfer agency system software
         licensing and fund accounting services to investment companies.

                  Health Financial, Inc. ("Health"), a Kentucky corporation,  is
         an  investment   advisory  business   providing   services  to  trusts,
         retirement  plans,   business  and  individuals  located  primarily  in
         Kentucky.

                  First  Lexington  Trust  Company  ("Lexington"),   a  Kentucky
         corporation, is a non-bank trust company regulated by the Department of
         Financial Institutions, Commonwealth Kentucky. The company received its
         trust charter in March 1994.

                  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. The Company issued 12,000 shares of common stock,
         $0.01 par value,  of the Company  ("Common  Stock") in exchange for all
         the outstanding common 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.
         ("Advisers"), a Delaware corporation,  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.  As of March 31, 1998,  Advisers  reported  total
         assets of $617,773 and shareholders' equity of $(469,548).

                  In March 1998, the Company formed Unified  Internet  Services,
         Inc. ("Unified Internet Services"), an Indiana corporation,  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.

                  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, which
         transaction was accounted for under the  pooling-of-interest  method of
         accounting.  Due to the  immateriality  of the financial  condition and

                                      -7-
<PAGE>
         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. The results of
         operations  for the six months ended June 30, 1998 are not  necessarily
         indicative  of the results that may be obtained for the full year ended
         December 31, 1998.
                  .
2.       PROPOSED ACQUISITIONS

                  On July 8, 1998,  the Company  entered  into an  agreement  to
         acquire Estate  Management  Company,  Inc.  ("EMCO").  EMCO 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.
         This  acquisition  will be accounted for under the  pooling-of-interest
         method of accounting.  In connection with the acquisition,  the Company
         will issue 11,000  shares of Common Stock based upon an exchange  ratio
         of 1,100  shares of Common  Stock  for each  outstanding  share of EMCO
         common stock. The acquisition is anticipated to be completed during the
         third quarter of 1998 and is subject to, among other things, regulatory
         approval and the approval of the  stockholders  of EMCO. As of June 30,
         1998, EMCO reported total assets of $72,264 and stockholders' equity of
         $(123,316).

                  On July 10,  1998,  the Company  entered  into an agreement to
         acquire  Fiduciary  Counsel,  Inc.  ("Fiduciary  Counsel").   Fiduciary
         Counsel, which is based in New York City, is one of the nation's oldest
         investment counsel organizations and provides  professional  investment
         management  to  individuals  and  institutions  on a customized  basis.
         Fiduciary  Counsel.  This  acquisition  will be accounted for under the
         purchase method of accounting. In connection with the acquisition,  the
         Company  will issue  36,110  shares of Common Stock and pay $800,835 in
         cash in exchange for all the  outstanding  shares of Fiduciary  Counsel
         common stock. The acquisition is anticipated to be completed during the
         third quarter of 1998 and is subject to, among other things, regulatory
         approval and the approval of the stockholders of Fiduciary Counsel.  As
         of  June  30,  1998,   Fiduciary   Counsel  reported  total  assets  of
         $686,445 and total stockholders' equity of $254,664.

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 and Unified Internet Services.  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.


                                      -8-
<PAGE>
                  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 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 is November 30) ended March 31, 1998
         of  $146,519  and loss for the period of  $195,967.  Advisers  reported
         total assets as of March 31, 1998 of $617,773 and shareholders'  equity
         of $(469,548).
                             
         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 the 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
         operation 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  operation  provides  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
         the 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
         $63,000,000 of trust assets under management.

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

                  The Company files a consolidated  federal and state income tax
         return  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  the
         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.

         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.


                                      -9-
<PAGE>

         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  changes  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 ("SAR");  (d) Restricted
         Stock; (e) Restricted Stock Units; and (f) Performance Awards.

                  On May 20, 1998, the Board of Directors of the Company granted
         options to acquire  6,800 shares of Common Stock to certain  employees,
         directors  and advisors of the Company.  Such options were fully vested
         on the date of grant and have an  excercise  price of $25.00 per share.
         Of such  options,  6,500  options are  intended to qualify as incentive
         stock options  pursuant to Section 422 of the Internal  Revenue Code of
         1986, as amended.

5.       FINANCING

                  The Company has obtained a line of credit financing 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 June 30,
         1998, the amount  outstanding  under this credit facility was $336,936.
         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
         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 Services and
         Management  based  on  estimated  usage.  The  Company  also  maintains
         administrative  offices at the corporate  offices of Lexington,  Health
         and  Benefit  Planners,  each of which is  located  at 2353  Alexandria
         Drive, Suite 100, Lexington, Kentucky.

                                      -10-

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

                  For the Twelve Months Ended
                           June 30                            Lease commitments
                           -------                            -----------------

                           1999                                $     291,310
                           2000                                      274,394
                           2001                                      254,551
                           2002                                      254,551
                           Thereafter                              1,021,843
                                                                  ----------
                               Total                            $  2,096,649
                                                                ============

                  Total  rental  expense  was  $143,463  and $97,444 for the six
         months ended June 30, 1998 and 1997, respectively.

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 June 30, 1998:

                  For the Twelve Months Ended
                           June 30                                     Amount 
                           ---------                                   ------
                           1999                                      $ 22,163
                           2000                                        10,741
                           ---------                                  --------
                           Subtotal                                    32,904
                           Less: amount representing interest           3,298
                                                                      --------
                                    Net present value                $ 29,606
                                                                      ========

                  The  Company   acquired   equipment   through   capital  lease
         obligations  in the  amount  of $0 and  $24,190  during  the six  month
         periods ended June 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, of 6-2/3%
         of aggregate indebtedness or $50,000, whichever is greater, and a ratio
         of aggregate  indebtedness  to net capital of not more than 15 to 1. At
         June 30, 1998,  Management  had net capital of  $730,093,  which was in
         excess of its required  net capital of $50,000 and a net capital  ratio
         of 0.53 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 the  customers on a periodic
         basis. The reserve requirement  calculated by Management was $0 at June
         30, 1998. Balances segregated in excess of reserve requirements are not
         restricted.


9.       COMMON AND PREFERRED STOCK

         Common Stock:

         Acquisition of Resource Benefit Planners, Inc.

                  The Company has 10,000,000  authorized shares of Common Stock.
         In connection  with the  acquisition  of Benefit  Planners on March 10,
         1998, the Company issued 12,000 shares of Common Stock, as reflected in
         Note 1 of the notes to the financial statements.


                                      -11-
<PAGE>

         Private Placement Offering

                  Effective  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 were offered at a price of
         $27.50 for  share.  All of the  shares of Common  Stock  offered in the
         private placement were sold by the Company on a best efforts basis. The
         offering terminated on June 30, 1998.

                  As of June 30, 1998,  The Company had  accepted  subscriptions
         for 442,338 shares of Common Stock pursuant to the private placement.

         Preferred Stock:

                  As of June 30, 1998, the total preferred shares authorized for
         the Company was 1,000,000 with a par value of $.01 per share,  of which
         22,100 shares were designated as follows:
<TABLE>
<CAPTION>

                                                        Shares
                                      Shares          issued and      Stated           Par
                                    Designated       outstanding       value           value
                                    ----------       -----------       -----           -----
<S>                                <C>                 <C>            <C>             <C>  
         Preferred Stock Series A     10,000             ---           $100            $0.01
         Preferred Stock Series B     10,000             ---            100             0.01
         Preferred Stock Series C      2,100            2,100           100             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.

         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.

                                      -12-

<PAGE>
Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATION


Overview

         The Company was  organized  on December 7, 1989.  As of June 30,  1998,
Unified owned all of the capital stock of: Management,  Indianapolis, Indiana, a
licensed   National   Association   of   Securities   Dealers,   Inc.   ("NASD")
broker-dealer;  Services, Indianapolis, Indiana, a registered investment adviser
and  transfer  agent;  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, an internet services
company;  Benefit Planners,  Lexington,  Kentucky, a professional services firm;
Advisers,  a Delaware corporation and mutual fund advisory firm; HFI Acquisition
Corporation, a Kentucky corporation ("HFAC"), and VAI Acquisition Corporation, a
Delaware  corporation  ("VAC").  Each of HFAC and VAC currently does not conduct
any operations.  References in this filing to the "Company" or "Unified" include
Unified and its wholly owned subsidiaries.

         The Company provides management services, working capital and equipment
for its wholly owned financial services  subsidiaries.  The Company's  principal
business  is  providing  for its  subsidiaries  a  platform  for  attaining  and
maintaining  vertical integration in the financial services industry by means of
an aggressive merger and acquisition program featuring  stock-for-stock  pooling
of interests  transactions and providing  management  services and equipment for
its wholly owned subsidiaries,  which, in turn,  concentrate their services over
the following lines of business in the financial services industry:  mutual 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,  consolidations  and  start-ups of 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 the mutual
fund industry;  asset allocation services;  and financial services institutions,
predominately  mutual  funds,  including  the  Unified  Funds,  a family of four
no-load mutual funds sponsored by Advisers.

         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 Six Months Ended June 30, 1998 and 1997

         Total  revenue for the six months ended June 30,  1998,  as compared to
the six  months  ended  June  30,  1997,  increased  $925,434,  or  27.8%,  from
$3,323,731 to $4,249,165. For such periods, revenue from investment advisory and
trust and administration services increased 48.2% from $1,285,708 to $1,905,304.
The increase in these revenues was due to the growth in assets under management.
Increased  brokerage  revenue (up 33%) offset the lower Software and Programming
and Fund Service revenue comparedt o the first six months of the prior year.

         Gross profit of  $3,556,653  for the six months ended June 30, 1998, as
compared to the six months ended June 30, 1997, increased $1,096,440,  or 44.6%,
from  $2,460,213.  For such  periods,  gross profit as a  percentage  of revenue
increased to 83.7% from 74.0%.  Brokerage revenue charges,  investment  advisory
and  trust  and  administration   gross  profit  percentages  improved  for  the
year-to-date.

         As a  percentage  of total  revenue,  expenses for the six months ended
June 30, 1998, as compared to the six months ended June 30, 1997, decreased from
71.1% to 66.2%,  due to the  increase  in revenue  coupled  with lower  employee
compensation  expense  for the six months  ended June 30,  1998 (a  decrease  of
$185,569 as compared to the same period in 1997), partially offsetting increases
in fund  services  operating  charges  and  other  expenses.  For such  periods,
expenses increased 18.9% from $2,364,187 to $2,812,067.

         Unified's  portion  of the loss at  Advisers  through  March  31,  1998
compares with the favorable  results from affiliates during the six-month period
ended June 30, 1997,  coupled with greater  realized gains on securities  during
the six months ended June 30, 1997 versus the six months ended June 30 1998.

         Net income for the six months ended June 30, 1998 of $750,326  compares
favorably to the net income of $238,819 during the first six months of 1997. The
improvement was a result of increased assets under management, which resulted in
higher revenue,  lower cost of sales and expenses,  which are relatively  fixed,
and the growth in the stock market during the first half of 1998.

                                      -13-

<PAGE>
Comparison of Results for the Quarter Ended June 30, 1998 and 1997

         Total  revenue for the quarter  ended June 30, 1998, as compared to the
same  quarter  of  1997,  increased  $455,187,  or  26.0%,  from  $1,751,416  to
$2,206,603.  For such periods,  revenue from  investment  advisory and brokerage
increased 39.1% from $1,094,268 to $1,521,899.  The increase in revenues was due
to the growth in assets  under  management,  which  offset  lower  software  and
programming and fund services revenue.

         Gross profit of  $2,082,252  for the quarter  ended June 30,  1998,  as
compared  to the same  quarter  of 1997,  increased  $725,282,  or  53.4%,  from
$1,356,972.  For such periods, gross profit as a percentage of revenue increased
to 94.4% from 77.5%.  Brokerage revenue charges,  investment  advisory and trust
and administration gross profit percentage also improved for the quarter.

         For the quarter ended June 30, 1998, as compared to the same quarter of
1997, expenses increased 32.6% from $1,209,687 to $1,603,921. As a percentage of
total revenue,  expenses  increased  from 69.1% to 72.7% for such periods,  with
lower  employee  compensation  expense  for the  quarter  ended June 30, 1998 (a
decrease  of  $104,226  as  compared  to the  same  period  in  1997)  partially
offsetting increased fund services operating charges and other expenses.

         The increase in the securities  market is reflected in the  improvement
of other income from the gain on unrealized and realized  security  transactions
coupled  with  Unified's  portion of the loss at Advisers  through June 30, 1998
compared to the profit during the second quarter of 1997.

         Net income of  $471,744  for the quarter  ended June 30, 1998  compares
favorably to the net income of $313,957  during the quarter ended June 30, 1997.
The improvement was a result of increased  assets under management that resulted
in higher revenue, lower cost of sales, which offset higher expenses.

Liquidity and Capital Resources

         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 half of 1998 from year-end  1997 was  $8,042,305.  The principal  increase
reflects  net  proceeds  from  the  private  placement  of  $8,624,109  and bank
borrowing for equipment of $224,299, which proceeds offset the redemption of the
Series A and Series B Preferred  Stock.  For the six months ended June 30, 1998,
the Company issued 397,357 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 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  programs for our niche  products and  services,  especially  the
V.O.I.C.Esm  program  and  the  Company's  vision  for  the  financial  services
industry, and expanding the Company's internet investment activities. As of July
23, 1998,  the Company had accepted  subscriptions  for 442,338 of Common Stock,
for total consideration of $11,152,425.

                                    * * * *

         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.

                                      -14-

<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  June 30,  1998,  the  only  sales of the
         Company's securities were: (i) 378,157 shares of Common Stock issued in
         connection  with a private  offering of up to 600,000  shares of Common
         Stock and (ii) 2,100  shares of Series C 6.75%  Cumulative  Convertible
         Preferred  Stock of the  Company,  which  shares were issued to certain
         directors,  officers and agents of the Company at an offering  price of
         $100 per share.  Of the 378,157 shares of Common Stock issued  pursuant
         to the  private  placement,  350,849  shares  were issued at a price of
         $25.00 per share and 27,308 shares were issued at a price of $27.50 per
         share.  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 Commission.

Item 3.  Defaults Upon Senior Securities

         Not applicable.

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

         The 1998 annual meeting of  stockholders of the Company was held on May
         20, 1998. Of 1,046,976  shares issued,  outstanding  and eligible to be
         voted at the  meeting,  967,801  shares,  constituting  a quorum,  were
         represented in person or by proxy at the meeting.  Two (2) matters were
         submitted to a vote of the security holders at the meeting.

         1.  Election of Class I Directors.  The first matter  submitted was the
         election of two Class I director  nominees  to the Board of  Directors,
         each to continue in office until the year 2001.  There is no cumulative
         voting in the election of directors. Upon tabulation of the votes cast,
         it was  determined  that both director  nominees had been elected.  The
         voting results are set forth below:
<TABLE>
<CAPTION>

                         Name                         For              Against           Withheld
                         ----                         ---              -------           --------
<S>         <C>                                <C>               <C>                <C>    
                Timothy L. Ashburn                  967,801                --                 --
                Dr. Gregory W. Kasten               967,801                --                 --
</TABLE>

         Because the Company  has a staggered  Board,  the term of office of the
         following  Class  II and  Class  III  directors,  who  were  not up for
         election at the 1998 annual meeting, continued after the meeting:

         Class II (to continue in office until 1999)

                  Thomas G. Napurano
                  Lynn E. Wood

         Class III to continue in office until (2000)

                  Weaver H. Gaines
                  Jack R. Orben

         2.  Adoption  of  the  Unified  Financial  Services,  Inc.  1998  Stock
         Incentive  Plan.  The second  matter,  a proposal  to adopt the Unified
         Financial Services,  Inc. 1998 Stock Incentive Plan, which provides for
         the  granting  of stock  options  and  other  stock-based  awards,  was
         approved by a majority of the  1,046,976  shares of Common  Stock which
         were issued,  outstanding  and eligible to vote.  The voting results on
         this matter were as follows:

                                        For                         967,801
                                        Against                          --
                                        Abstain                          --


                                      -15-
<PAGE>

Item 5.  Other Information

         Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits:
                  See Exhibit Index hereto.

         (b)      Reports on Form 8-K:
                  No reports on Form 8-K were  filed by the  Company  during the
                  quarter ended June 30, 1998.

                                      -16-

<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)


July 31, 1998                         By: /s/ Timothy L. Ashburn
                                         Timothy L. Ashburn, President and Chief
                                         Executive Officer



                                      -17-

<PAGE>



                                  EXHIBIT INDEX
<TABLE>
<CAPTION>

Ex. No.                    Description
-------                    -----------
<S>                <C>    

    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 A 8% Cumulative Preferred Stock, of the Company, filed as Exhibit 4.1(b) to the Company's Quarterly
                    Report on Form 10-QSB for the quarter ended September 30, 1997, is incorporated herein by reference.

    4.2             Certificate of Designations, Preferences, and Relative Rights, Qualifications and Restrictions of
                    the Series B 8% Cumulative Preferred Stock of the Company, filed as Exhibit 4.1(c) to the Company's
                    Quarterly Report on Form 10-QSB for the quarter ended September 30, 1997, is incorporated herein by
                    reference.

    4.3             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 Form 10-QSB for the quarter ended September 30, 1997, 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.

   10.5             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.

   10.6             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.

   10.7             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.

   10.8             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.

   10.9             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.

   10.10            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.

   10.11            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 (June 30, 1998).
</TABLE>

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