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

                               FORM 10-KSB

              Annual Report Pursuant to Section 13 or 15(d)
                  of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 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 Identification No.)
 incorporation or organization)

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

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

Securities registered pursuant to Section 12(b) of the Act: None
                                                            ----

Securities registered pursuant to Section 12(g) of the Act
                                            Common Stock, $.01 par value
                                            Preferred Stock, $.01 par value
                                            -------------------------------
                                                    (Title of Class)

   Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes  X .   No    .
    ---       ---

   Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-B is not contained herein, and will not be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this
Form 10-KSB or any amendment to this Form 10-KSB.  [   ]

   For the fiscal year ended December 31, 1998, revenues totaled:
$22,971,836.

   As of March 31, 1999, the aggregate market value of the voting
stock held by non-affiliates of the Registrant was approximately
$53,754,960.

   As of March 31, 1999, there were 2,275,580 shares of the
Registrant's Common Stock, $.01 par value, outstanding.

                   DOCUMENTS INCORPORATED BY REFERENCE

   The following document is incorporated by reference into the
indicated Part of this Report:

            Document                Part of Form 10-KSB
            --------                -------------------

  Proxy Statement for the 1999
 Annual Meeting of Stockholders            III

Transitional Small Business Disclosure Format:  Yes      ; No   X
                                                    -----     -----
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<TABLE>
                               UNIFIED FINANCIAL SERVICES, INC.

                                          FORM 10-KSB

                                       TABLE OF CONTENTS
<CAPTION>
                                                                                         PAGE
                                                                                         ----
<S>                                                                                      <C>
PART I
      Item 1.     Description of Business                                                   1
      Item 2.     Description of Property                                                  14
      Item 3.     Legal Proceedings                                                        15
      Item 4.     Submission of Matters to a Vote of Security Holders                      15
      Item 4A.    Executive Officers of the Registrant                                     15

PART II
      Item 5.     Market for Registrant's Common Equity and Related Stockholder
                  Matters                                                                  17
      Item 6.     Management's Discussion and Analysis of Financial Condition and
                  Results of Operations                                                    17
      Item 7.     Financial Statements                                                     22
      Item 8.     Changes in and Disagreements with Accountants on Accounting and
                  Financial Disclosure                                                     48

PART III
      Item 9.     Directors, Executive Officers, Promoters and Control Persons;
                  Compliance with Section 16(a) of the Exchange Act                        48
      Item 10.    Executive Compensation                                                   48
      Item 11.    Security Ownership of Certain Beneficial Owners and Management           48
      Item 12.    Certain Relationships and Related Transactions                           48
      Item 13.    Exhibits and Reports on Form 8-K                                         48

SIGNATURES                                                                                 50

</TABLE>

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                                  PART I

Item 1.  Description of Business
         -----------------------

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

   Certain statements contained in this Annual Report on Form 10-KSB
are or may constitute forward-looking statements (as such term is defined
in the Private Securities Litigation Reform Act of 1995).  These forward-
looking statements involve certain risks and uncertainties.  For example, a
down turn in economic conditions generally and in particular those
affecting bond and securities markets could lead to an exit of investors
from mutual funds.  Similarly, an increase in federal and state regulations
of the mutual fund industry or the imposition of regulatory penalties could
have an effect on operating results of the Company.  These uncertainties,
as well as others, are present in the financial services industry and
stockholders are cautioned that management's view of the future on which it
prices its products and estimates costs of operations and regulations may
prove to be other than as anticipated.

GENERAL

   Unified Financial Services, Inc., a Delaware corporation ("Unified"
or the "Company"), was organized on December 7, 1989.  Reference in this
filing to the "Company" or "Unified" includes Unified and its subsidiaries.
The following table sets forth the Company's active subsidiaries as of
March 31, 1999.

<TABLE>
<CAPTION>
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                                                                                                                          PERCENT
                                          PRINCIPAL PLACE                                                                OWNED BY
        SUBSIDIARY NAME                     OF BUSINESS                    DESCRIPTION OF SUBSIDIARY                      COMPANY
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                      <C>                                                    <C>
Unified Management Corporation          Indianapolis, Indiana    A licensed National Association of                        100%
                                                                 Securities Dealers, Inc. ("NASD") broker-dealer
-----------------------------------------------------------------------------------------------------------------------------------
Unified Fund Services, Inc.             Indianapolis, Indiana    A registered investment adviser and transfer agent        100%
-----------------------------------------------------------------------------------------------------------------------------------
Health Financial, Inc.                  Lexington, Kentucky      A registered investment adviser                           100%
-----------------------------------------------------------------------------------------------------------------------------------
First Lexington Trust Company           Lexington, Kentucky      A non-bank affiliated trust company that is regulated     100%
                                                                 by the Department of Financial Institutions,
                                                                 Commonwealth of Kentucky
-----------------------------------------------------------------------------------------------------------------------------------
Unified Internet Services, Inc.         Indianapolis, Indiana    An internet services company                              100%
-----------------------------------------------------------------------------------------------------------------------------------
Resource Benefit Planners, Inc.         Lexington, Kentucky      A professional services firm                              100%
-----------------------------------------------------------------------------------------------------------------------------------
Unified Investment Advisers, Inc.       Indianapolis, Indiana    A provider of mutual fund advisory services for the       100%
                                                                 Unified Funds, the Company's no load mutual fund family
-----------------------------------------------------------------------------------------------------------------------------------
Fiduciary Counsel, Inc                  New York, New York       An investment management firm                             100%
-----------------------------------------------------------------------------------------------------------------------------------
EMCO Estate Management Company, Inc.    New York, New York       A wealth management firm                                  100%
-----------------------------------------------------------------------------------------------------------------------------------
AmeriPrime Financial Services, Inc.     Southlake, Texas         A provider of administrative, regulatory, compliance      100%
                                                                 and start-up support services to investment advisors,
                                                                 banks and other money managers in their proprietary
                                                                 mutual fund efforts
-----------------------------------------------------------------------------------------------------------------------------------
AmeriPrime Financial Securities, Inc.   Southlake, Texas         An NASD broker-dealer in all 50 states                    100%<F1>
-----------------------------------------------------------------------------------------------------------------------------------
Equity Underwriting Group, Inc.         Lexington, Kentucky      A holding company that provides, through its              100%
                                                                 subsidiaries, specialty insurance products as a
                                                                 general agent or broker
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Equity Insurance Managers, Inc.         Lexington, Kentucky      A provider of specialty property and casualty             100%
                                                                 insurance products as a managing general agent and
                                                                 broker
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21st Century Claims Service, Inc.       Lexington, Kentucky      A provider of adjusting services and third-party          100%<F2>
                                                                 claim administration services
-----------------------------------------------------------------------------------------------------------------------------------

<PAGE>
<PAGE>
<CAPTION>
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                                                                                                                          PERCENT
                                          PRINCIPAL PLACE                                                                OWNED BY
        SUBSIDIARY NAME                     OF BUSINESS                    DESCRIPTION OF SUBSIDIARY                      COMPANY
-----------------------------------------------------------------------------------------------------------------------------------
<S>                                     <C>                      <C>                                                    <C>
Equity Insurance Administrators, Inc.   Lexington, Kentucky      A provider of third-party claim administration            100%<F3>
                                                                 services to insurance companies and program managers
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Equity Insurance Managers of            Illinois                 A wholesale brokerage firm                                 55%<F4>
Illinois, L.L.C. (d/b/a/ Irland &
Rogers)
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Commonwealth Premium Finance            Lexington, Kentucky      A provider of financing for the payment of premiums       100%
Corporation                                                      on insurance coverage placed by Equity Underwriting
                                                                 Group, Inc.
-----------------------------------------------------------------------------------------------------------------------------------
Strategic Fund Services, Inc.           New York, New York       A provider of mutual fund administration services         100%
-----------------------------------------------------------------------------------------------------------------------------------
Unified Aviation, Inc.                  Lexington, Kentucky      An aviation operating company                             100%
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VSX Technologies, Inc.                  New York, New York       A developer of software systems for the brokerage         100%
                                                                 industry
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Unified Capital Resources, Inc.         New York, New York       An investment and merchant banking company                100%
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M. Wilson & Associates, Inc.            Lexington, Kentucky      A claim processing and management company                 100%<F5>
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<FN>
_____________________________________

<F1> AmeriPrime Financial Securities, Inc. is a wholly owned subsidiary
     of AmeriPrime Financial Services, Inc.
<F2> 21st Century Claims Service, Inc. is 50% owned by Equity
     Underwriting Group, Inc. and 50% owned by Equity Insurance Managers,
     Inc.
<F3> Equity Insurance Administrators, Inc. is a wholly owned subsidiary
     of Equity Insurance Managers, Inc.
<F4> Equity Insurance Managers of Illinois, L.L.C. is 55% owned by
     Equity Insurance Managers, Inc.
<F5> M. Wilson & Associates, Inc. is a wholly owned subsidiary of Equity
     Underwriting Group, Inc.
</TABLE>

     The Company 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 type 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-interests
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 the Company's mutual fund families by
means of tax-free reorganizations (The mutual fund consolidation strategy
is assisted by the Company's mutual fund services capabilities and a 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 the Company's subsidiaries.

     Once a component of the Company'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 fully
realize and effect the synergy and the related earnings impact to the
Company's stock; (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.

                                - 2 -


<PAGE>
<PAGE>

     The Company positions itself as the new, "consumer first," consumer-
focused company missioned to build financial knowledge, through information
and a diverse range of options, to provide more individual (client) control
in the long-term quest to build financial security.  The Company provides
management services, working capital, systems support and development and
equipment for its wholly owned subsidiaries.  The Company's principal
business is (1) providing for its subsidiaries a platform for attaining and
maintaining vertical integration in the financial services and insurance
industries by means of an aggressive merger and acquisition program featuring
stock-for-stock pooling-of-interests transactions and (2) providing management
services and equipment for its subsidiaries, which, in turn, concentrate
their services over the following lines of business in the financial
services and insurance industries: (i) mutual fund services, including
transfer agency, shareholder and administrative services, fund accounting,
compliance and distribution; (ii) brokerage and securities services,
including third-party introduced clearing services; (iii) investment
advisory and asset management services for various asset management
categories and objectives; (iv) tax-free reorganizations and consolidations
of financial services companies and small mutual funds; (v) certain non-
bank custodial services; (vi) trust and retirement services; (vii)
qualified plan services, including plan participant education; (viii)
internal and external proprietary product and systems development for
financial services institutions, predominantly mutual funds, including the
Unified Funds, a family of no-load mutual funds sponsored by UIA
(hereinafter referred to as the "Unified Funds"); (ix) asset allocation
services; (x) investment advisory services; (xi) financial planning
services; (xii) Internet technology and services; (xiii) specialty
insurance general agent and brokerage services; (xiv) adjusting services;
(xv) third-party claim administration services; (xvi) financing for the
payment of insurance premiums; and (xvii) claim processing and management.

     Unified's principal executive offices are located at 431 North
Pennsylvania Street, Indianapolis, Indiana 46204, and its telephone number
is (317) 634-3301.  The Company also maintains administrative offices at
2353 Alexandria Drive, Suite 100, Lexington, Kentucky 40504, telephone
number (606) 296-4407; 220 Lexington Green Circle, Suite 600, Lexington,
Kentucky 40512, telephone number (606) 245-2500; 1793 Kingswood Drive,
Southlake, Texas 76092, telephone number (817) 431-2197; and at 36 West
44th Street, The Bar Association Building, Suite 1310, New York, New York
10036, telephone number (212) 852-8852.

                                - 3 -
<PAGE>
<PAGE>

ACQUISITIONS AND ASSET PURCHASES

     The following table lists the acquisitions and asset purchases
completed by the Company during the years ended December 31, 1998 and 1997.
No acquisitions or asset purchases were completed in 1996.

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------
                                                              CONSIDERATION
                                                         ------------------------
                                                                        SHARES OF
                                                                         COMMON           ACCOUNTING
ACQUISITIONS AND ASSET PURCHASES COMPLETED     DATE        CASH           STOCK             METHOD
-----------------------------------------------------------------------------------------------------
<S>                                          <C>         <C>            <C>               <C>
Health Financial, Inc.                       06/01/97                    325,000            Pooling
First Lexington Trust Company                12/31/97                     80,008            Pooling
Resource Benefit Planners, Inc.              03/10/98                     12,000            Pooling
Unified Investment Advisers, Inc.            03/31/98                      <F1>              <F1>
Fiduciary Counsel, Inc.                      08/21/98    $800,835         36,110           Purchase
EMCO Estate Management Company, Inc.<F2>     08/21/98                     11,000            Pooling
Equity Underwriting Group, Inc.<F3>          12/17/98                    241,745            Pooling
Commonwealth Premium Finance Corporation     12/17/98                     12,800            Pooling
Strategic Fund Services, Inc.                12/22/98                      7,500            Pooling
AmeriPrime Financial Services, Inc.<F4>      12/31/98                    410,000            Pooling
-----------------------------------------------------------------------------------------------------

<FN>
<F1> UIA became a wholly owned subsidiary of the Company upon the
     surrender to UIA by all of its stockholders (other than the Company)
     of their capital stock.
<F2> The Company purchased certain of the assets and business and assumed
     certain of the obligations of The Patty Corporation (f/k/a EMCO
     Estate Management Company, Inc.).  The acquisition company used by
     the Company to acquire such assets and obligations changed its name
     after the acquisition to EMCO Estate Management Company, Inc.
<F3> Equity Underwriting Group, Inc. is a 100% shareholder of Equity
     Insurance Managers, Inc. and a 50% owner of 21st Century Claims
     Service, Inc.  Equity Insurance Managers, Inc. is a 100% shareholder
     of Equity Insurance Administrators, Inc., a 50% shareholder of 21st
     Century Claims Service, Inc. and a 55% shareholder of Equity
     Insurance Managers of Illinois, L.L.C. (d/b/a/ Irland & Rogers).
<F4> AmeriPrime Financial Services, Inc. is a 100% shareholder of
     AmeriPrime Financial Securities, Inc.
</TABLE>

RECENT DEVELOPMENTS AND PENDING TRANSACTIONS

     On January 1, 1999, the Company consummated the acquisition of
M. Wilson & Associates, Inc., a Kentucky corporation ("M. Wilson &
Associates").  In connection with the acquisition, Equity purchased all of
the outstanding capital stock of M. Wilson & Associates for a purchase
price of 3,636 shares of Common Stock.  The acquisition was accounted for
pursuant to the pooling-of-interests method of accounting.

     M. Wilson & Associates is a claim processing and management company
that has experience in handling liability, property and workers
compensation claims for a self-insured trust fund.  M. Wilson & Associates
processes claims for an occupational accident program for independent
truckers.  M. Wilson & Associates also does statewide property adjusting
for Kentucky risk and insurance service division and property adjusting for
the Fair Plan of Louisville, Kentucky.

     On October 16, 1998, the Company entered into an Agreement and Plan
of Merger with Commonwealth Investment Services, Inc., a Kentucky
corporation ("Commonwealth"), pursuant to which the Company will acquire
Commonwealth through a merger of Commonwealth with and into HFI Acquisition
Corporation, a Kentucky corporation and a wholly owned subsidiary of the
Company

                                - 4 -
<PAGE>
<PAGE>

("HFI").  In connection with the acquisition, the Company will issue a total
of 27,500 shares of Common Stock, $.01 par value of Unified (the "Unified
Stock"), and the associated preferred share purchase rights (the "Rights" and
collectively with the Unified Stock, the "Common Stock") under the Company's
Rights Agreement, dated August 26, 1998, between the Company and Unified Fund
Services, Inc. ("Unified Fund Services") (the "Rights Agreement"), in exchange
for all of the outstanding capital stock of Commonwealth.  Consummation of the
acquisition is subject to various closing conditions and is intended to be
accounted for pursuant to the pooling-of-interests method of accounting.

     Commonwealth provides investment services to individuals, businesses
and institutions throughout the Commonwealth of Kentucky and surrounding
areas through a network of independent agents, primarily certified public
accountants.

     On March 25, 1999, the Company entered into an Agreement and Plan of
Merger with Fully Armed Productions, Inc., a Kentucky corporation ("Fully
Armed Productions"), pursuant to which the Company will acquire Fully Armed
Productions through a merger of FAP Acquisition Corporation, a Kentucky
corporation and a wholly owned subsidiary of the Company ("FAP"), with and
into Fully Armed Productions.  In connection with the acquisition, the
Company will issue a total of 18,182 shares of Common Stock in exchange for
all of the outstanding capital stock of Fully Armed Productions.
Consummation of the acquisition is subject to various closing conditions and
is intended to be accounted for pursuant to the pooling-of-interests method
of accounting.

     Fully Armed Productions provides creative and technological services
for the television, radio and Internet industries through its specialty
production capabilities.  Fully Armed Productions performs videography,
programming and production services for NBC, ESPN and numerous cable,
satellite and television stations, including services for the past two
Olympic games.

     The Company has filed applications with the Office of Thrift
Supervision (the "OTS") and the Federal Deposit Insurance Corporation (the
"FDIC") with respect to the organization by the Company of a Federal
savings bank (the "Savings Bank") which would be headquartered at 2353
Alexandria Drive, Lexington, Kentucky, and is intended to be named Unified
Banking Company.  The Company expects to commence operations of the Savings
Bank during the third quarter of 1999, subject to the receipt of the
required regulatory approvals and the issuance of a charter.  The Savings
Bank would be a member of the Savings Association Insurance Fund of the
FDIC. The Savings Bank will offer various bank products and services
(including but not limited to, certificates of deposit, residential
mortgage loans and secured personal loans) to the general public, its
banking customer base and to the Company's subsidiaries' customer bases,
including investors in the mutual funds managed, advised or administered by
the Company's subsidiaries.

     On March 25, 1999, the Board of Directors of the Company adopted a
resolution approving an amendment to the Company's Amended and Restated
Certificate of Incorporation.  Such proposed amendment would increase the
number of shares of authorized Common Stock from 10,000,000 shares to
20,000,000 shares.  The amendment is subject to stockholder approval at the
1999 Annual Meeting of Stockholders.

     On March 25, 1999, the Board of Directors of the Company adopted a
resolution to amend and restate the Unified Financial Services, Inc. 1998
Stock Incentive Plan (the "Plan") to decrease to 500,000 the number of shares
of Common Stock that may be issued pursuant to the Plan.  The amended Plan,
which is to be entitled the Amended and Restated Unified Financial Services,
Inc. 1998 Stock Incentive Plan, is subject to stockholder approval at the 1999
Annual Meeting of Stockholders.


                                - 5 -
<PAGE>
<PAGE>


THE COMPANY'S SUBSIDIARIES AND OPERATIONS

     As of March 31, 1999, the Company had 22 active subsidiaries through
which it conducted its operations, all of which are described below.

     UNIFIED FUND SERVICES, INC. Unified Fund Services, an Indiana
corporation, is a registered transfer agent and mutual fund services
company, and provides transfer agency, fund accounting, administrative and
start-up services for mutual funds. Unified Fund 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.  Unified
Fund 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.

     UNIFIED MANAGEMENT CORPORATION. UMC, an Indiana corporation, is a
registered broker dealer under the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and is a member of the NASD.  UMC 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.

     UMC, as a broker-dealer subsidiary of the Company, functions as the
distributor of the Unified Funds 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.

     HEALTH FINANCIAL, INC. Health Financial, Inc., a Kentucky
corporation formed in 1986 ("Health Financial"), is an SEC registered
investment adviser.  As of December 31, 1998, Health Financial managed
approximately $360 million in assets for both individuals and institutions,
principally private pension plans and foundations.  Health Financial
specializes in an investment management philosophy that features a balanced
discipline of asset allocation utilizing no-load index funds over six asset
classes, including an S&P 500 index, a small cap U.S. bond index, an
international stock index, a REIT index and cash.

     FIRST LEXINGTON TRUST COMPANY.  First Lexington Trust Company, a
Kentucky corporation ("First Lexington"), is a non-bank trust company
specializing in retirement plans.  As of December 31, 1998, First Lexington
maintained approximately $96 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 Financial, while providing full trust powers and retirement plan
services to its customer base.  Chartered in 1994, First Lexington is
regulated by the Kentucky Commissioner of Banking under the Department
of Financial Institutions, Commonwealth of Kentucky.

     UNIFIED INTERNET SERVICES, INC.  In 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 is


                                - 6 -
<PAGE>
<PAGE>

currently 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 or satellite stations.  The Company anticipates
development of such products to be completed by the end of 1999.

     RESOURCE BENEFIT PLANNERS, INC.  Resource Benefit Planners, Inc., a
Kentucky corporation ("Resource Benefit Planners"), is a professional
services firm specializing in qualified retirement plans.  Resource Benefit
Planners provides the following specific services to the retirement
industry and to the Company's customer base: retirement plan consulting,
recordkeeping, trust accounting services, plan participant education,
feasibility studies, originations, terminations, implementations,
installations, employee communications and administration.

     UNIFIED INVESTMENT ADVISERS, INC.  UIA, a Delaware corporation,
provides mutual fund advisory services for the Unified Funds and is an
important component in the tax-free reorganization strategy for
consolidating small mutual fund assets.  UIA also retains the exclusive
rights to the proprietary V.O.I.C.E. product (Vision for Ongoing Investment
                                              -          -       -
in Charity and Education), which the Company believes is a significant and
   -           -
valuable asset for the future gathering of mutual fund assets.

     FIDUCIARY COUNSEL, INC.  Fiduciary Counsel, Inc., a Delaware
corporation that is based in New York City ("Fiduciary"), provides on a
customized basis professional investment management to individuals and
institutions located throughout the United States and Western Europe.  The
Fiduciary Counsel philosophy is primarily "fundamentalist" and encompasses
the long-term investment viewpoint that includes: (1) preservation of
capital and maintenance of purchasing power of client dollars; (2)
protection against foreseeable market hazards; and (3) sound long-term
capital appreciation.

     EMCO ESTATE MANAGEMENT COMPANY, INC.  EMCO Estate Management
Company, Inc., a Delaware corporation ("EMCO"), is a wealth management firm
based in New York City.  EMCO provides 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.

     AMERIPRIME FINANCIAL SERVICES, INC.  AmeriPrime Financial Services,
Inc. ("AmeriPrime") is 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 its subsidiary, AmeriPrime Financial
Securities, Inc. ("AFSI").  AmeriPrime is the administrator of the
AmeriPrime Funds, an open-end management investment company consisting of
multiple series, each managed by unaffiliated registered investment
advisors, and sponsored by AFSI (the "AmeriPrime Funds"), and AmeriPrime
Insurance Trust, an open-end management investment company consisting of
multiple series, each managed by unaffiliated registered investment
advisors, and sponsored by AFSI ("AmeriPrime Insurance Trust").  As of
December 31, 1998, AmeriPrime supported 35 mutual funds consisting of over
$500 million in assets under management.

     AMERIPRIME FINANCIAL SECURITIES, INC.  AFSI, a Texas corporation
headquartered in Southlake, Texas, is an NASD broker-dealer registered in
all 50 states.  AFSI, as the broker-dealer of AmeriPrime, functions as the
distributor of AmeriPrime's mutual funds, including the AmeriPrime Funds
and AmeriPrime Insurance Trust.  AFSI also specializes in the
administration of mutual funds.


                                - 7 -

<PAGE>
<PAGE>


     EQUITY UNDERWRITING GROUP, INC.  Equity Underwriting Group, Inc., a
Kentucky corporation headquartered in Lexington, Kentucky ("Equity"), is a
holding company for Equity Insurance Managers, Inc. ("EIM"), Equity
Insurance Managers, Inc. of Illinois, L.L.C. d/b/a/ Irland & Rogers ("EIM
of Illinois"), 21st Century Claims Service, Inc. (21st Century") and Equity
Insurance Administrators, Inc. ("EIA"), and 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 writes
insurance products for primarily niche areas in the insurance marketplace
that are considered more "non-standard," representing a higher risk of
insured.

     EQUITY INSURANCE MANAGERS, INC.  EIM, a Kentucky corporation
headquartered in Lexington, Kentucky, operates in the States of Kentucky,
Tennessee, West Virginia, Ohio, Indiana and Illinois offering specialty
property and casualty insurance products as a managing general agent and
broker.  The agents that are contracted to write business through EIM
principal lines include commercial, auto, garage, packages and general
liability.  EIM is a member of the American Association of Managing General
Agents ("AAMGA"), National Association of Professional Surplus Lines
Offices Limited ("NAPSLO"), USA Alliance, Kentucky Lloyd's Agents
Association, the Kentucky Surplus Line Association and the Insurers of
Tennessee.  In each of the six operating states, EIM also is an associate
member of Independent Insurance Agents and the Professional Insurance
Organization.

     EQUITY INSURANCE MANAGERS OF ILLINOIS, L.L.C. D/B/A IRLAND & ROGERS
(55% OWNED).  EIM of Illinois, an Illinois limited liability company
operating principally in the States of Illinois and Indiana, was formed to
purchase the Chicago wholesale brokerage firm Irland & Rogers.  The principal
lines written as a wholesale broker include excess workers compensation,
commercial auto and general liability.  EIM of Illinois currently represents
multiple insurance companies and has recently received a number of binding
authority contracts from Equity to expand into a national oriented brokerage
organization.  EIM owns 55% of EIM of Illinois.

     21ST CENTURY CLAIMS SERVICE, INC.  21st Century, a Kentucky
corporation headquartered in Lexington, Kentucky, provides adjusting
services and third-party claim administration services to various companies
represented by Equity and other third-party clients.  The adjusting
resource and knowledge base of 21st Century provides complete program
administration to the Equity group.  21st Century is 50% owned by Equity
and 50% owned by EIM.

     EQUITY INSURANCE ADMINISTRATORS, INC.  EIA, a Kentucky corporation
headquartered in Lexington, Kentucky, provides third-party administrative
services to insurance companies and program managers.  EIA's services
include policy issuance on contractual terms or a temporary basis either in
a local or remote environment, premium billing and collection on direct or
agency bill programs, electronic data translation and transmission
services, data warehousing of policy and claims data, policy and claims
information retrieval and processing services, imaging and archival
services, and policy issuance systems design and support.  EIA is a wholly
owned subsidiary of EIM.

     COMMONWEALTH PREMIUM FINANCE CORPORATION.  Commonwealth Premium
Finance Corporation, a Kentucky corporation headquartered in Lexington,
Kentucky ("CPFC"), provides financing for the payment of premiums on
insurance coverage placed by Equity.

     STRATEGIC FUND SERVICES, INC.  Strategic Fund Services, Inc., a
Delaware corporation headquartered in New York, New York ("Strategic"),
provides mutual fund administration services to smaller mutual funds and
fund complexes, utilizing a proprietary database.



                                - 8 -
<PAGE>
<PAGE>

     VSX TECHNOLOGIES, INC.  VSX Technologies, Inc., a New York
corporation formed on March 10, 1999 ("VSX"), develops, implements and
operates software systems specifically designed for the brokerage industry.

     UNIFIED CAPITAL RESOURCES, INC.  Unified Capital Resources, Inc., a
New York corporation ("UCR"), was formed on March 16, 1999 to operate as
the Company's investment and merchant banking facility, which involves: (i)
assisting in raising funds required to support the Company's capital
requirements; (ii) assisting the Company's subsidiaries in merger and
acquisition opportunities; (iii) developing an on-line investment banking
capability; and (iv) identifying strategic investments which will
profitably contribute to the Company's overall results.

     M. WILSON & ASSOCIATES, INC.  M. Wilson & Associates, a Kentucky
corporation, is a claim processing and management company that has
experience in handling liability, property and workers compensation
claims for a self-insured trust fund. M. Wilson & Associates processes
claims for an occupational accident program for independent truckers.
M. Wilson & Associates also does statewide property adjusting for Kentucky
risk and insurance services division and property adjusting for the Fair
Plan of Louisville, Kentucky.

     UNIFIED AVIATION, INC.  Unified Aviation, Inc., a Delaware corporation
formed on February 23, 1999 ("Unified Aviation"), is an aviation
operating company.

THE COMPANY'S AFFILIATED MUTUAL FUNDS

     As of December 31, 1998, the Unified Funds maintained approximately
$68.3 million in total net assets, predominantly in its money market
portfolio.  AmeriPrime Insurance Trust maintained approximately $100,000 in
total net assets, and the AmeriPrime Funds maintained approximately $84.2
million in total net assets.

     The Unified Funds features its proprietary property, V.O.I.C.E.
(Vision for Ongoing Investment in Charity and Education).(sm)  The Unified
 -          -       -             -           -
Funds' mission, largely due to its relationship with UIA, is to capture
existing small fund assets via:  tax-free reorganizations; acquisitions;
asset mergers; construction of portfolios for certain registered investment
advisers; and the marketing of its V.O.I.C.E.(sm) concept. One of the three
Unified Fund's equity portfolios is a fund-of-funds.

     Each of the AmeriPrime Funds and AmeriPrime Insurance Trust are
administered by AmeriPrime and distributed by AFSI. With respect to
AmeriPrime Insurance Trust, shares of the funds are sold exclusively to
separate accounts of insurance companies that offer variable annuity
contracts or variable life insurance policies.

     The Board of Trustees of the Unified Funds consists of five
disinterested trustees and one interested trustee, Timothy L. Ashburn, the
Chairman of the Board, President and Chief Executive Officer of the Company.
The Board of Trustees of each of the AmeriPrime Funds and AmeriPrime
Insurance Trust consists of two disinterested trustees and one interested
trustee, Kenneth D. Trumpfheller, a director and the President and
Secretary of each of AmeriPrime and AFSI.

THE PHILANTHROPIC V.O.I.C.E.(SM) (VISION FOR ONGOING INVESTMENT IN CHARITY
                                  -          -       -             -
AND EDUCATION)(SM) PROGRAM.
    -

     The Company oversees and manages the V.O.I.C.E.(sm) program for UIA,
exclusively for the Unified Funds.  V.O.I.C.E.(sm) is a unique and
innovative philanthropic program through which



                                - 9 -
<PAGE>
<PAGE>
individuals and institutions can cause contributions to be made to educational,
charitable and philanthropic "not-for-profit" organizations at no expense to
the Unified Fund or to the shareholder.  UIA makes the contributions from its
own revenue to certain accredited college or university endowments or general
scholarship funds designated by qualifying shareholders.

     The Unified Funds, since their formation in December 1994, have
licensed the V.O.I.C.E.(sm) program from UIA and, pursuant to the licensing
agreement, UIA is required to make a contribution each quarter on behalf of
each qualifying Unified Fund shareholder participating in the
V.O.I.C.E.(sm) program.  All shareholders in all Unified Funds maintaining
an average annualized aggregate net asset value of $25,000 or more over the
period of an entire calendar quarter will be qualified to designate an
eligible institution to receive a donation under the program for that
quarterly period.  UIA will contribute, on a quarterly basis, an amount
equal to that quarter's portion of 0.25% of the average annualized
aggregate net asset value, as long as the average annualized aggregate net
assets remain above $25,000 for the quarterly period.  Although the
contributions will be made in the shareholder's name and behalf, there are
no tax deductions or tax advantages to the shareholders, since UIA is
making the contributions on behalf of the shareholders and neither the
shareholders' nor the Funds' assets are reduced.  The contributions made by
UIA during fiscal years 1998 and 1997 were $9,872 and $11,789,
respectively.

     Philanthropic institutions outside the area of education may be
accepted, at the discretion of UIA.  The V.O.I.C.E.(sm) program is the
proprietary property of UIA.

REGULATION OF THE COMPANY'S BUSINESS

     Under the Investment Company Act of 1940, as amended (the "1940
Act"), the advisory, subadvisory shareholder servicing and distribution
agreements between the Company's subsidiaries and various mutual funds are
subject to annual review by each fund's board of directors and the
agreements must be approved annually to remain in effect.  There are no
assurances that the funds' boards of directors will renew each agreement
with these funds.  The non-renewal of those agreements by a fund's board of
directors could have a material adverse effect on the Company's business.
The Company has no reason to believe that such approvals will not be
granted and that the various mutual fund agreements will not be renewed.

     The securities industry, including broker-dealer, investment
advisory and transfer agency firms in the United States, are subject to
extensive regulation under Federal and state laws.  Much of the regulation
of broker-dealers has been delegated to self-regulatory organizations,
principally the NASD.  The regulations to which broker-dealers are
subjected cover all aspects of the securities business, including sales
methods, trade practices, capital structure of securities firms,
recordkeeping and the conduct of directors, officers and employees.
Additional state and Federal legislation, changes in rules promulgated by
the SEC and by self-regulatory organizations, or changes in the
interpretation or enforcement of existing laws and rules often directly
affect the methods of operation and profitability of money managers,
broker-dealers and transfer agents.  Subject to certain preemptive Federal
law, investment-related firms also are subject to regulation and licensing
by state securities commissions in the states in which they transact
business.  The SEC, state securities administrators and the self-regulatory
organizations may conduct administrative proceedings that can result in
censure, fine, suspension or expulsion of an investment adviser or broker-
dealer, its officers or employees.  The principal purpose of regulation and
discipline of broker-dealers, investment advisers and transfer agents is
the protection of customers and the securities markets rather than
protection of creditors and shareholders of such firms.  The Company also
is subject to extensive regulation as to its duties, affiliations, conduct
and limitations on fees.


                                - 10 -

<PAGE>
<PAGE>

     The insurance industry is highly regulated by state law.  CPFC
must be licensed as a premium finance company in the states of Kentucky,
Tennessee, Illinois and Ohio.  Although CPFC also conducts business in
the states of West Virginia and Indiana, such states presently do not
require premium finance licensure.  Applicable regulations in all states
in which CPFC conducts business require the approval of service charges,
forms and applications used by CPFC in its business and also require
compliance with certain recordkeeping and record inspection
requirements.

     The Company's other insurance-related subsidiaries also are
subject to state regulation.  21st Century must be licensed as a claims
adjusting company in all states in which it conducts business or, in the
alternative, must employ licensed claims adjusters.  Each of EIM and EIM
of Ill. must be licensed as a managing general agent or broker in most
states in which it conducts business and, in some instances, must employ
licensed agents.  Most insurance programs written by EIM and EIM of Ill.
are subject to some degree of regulation by state insurance departments.
Violations of state regulations may subject these companies to civil and
criminal penalties, including fines.

INDUSTRY REGULATIONS

     The Company's broker-dealer subsidiaries, UMC and AFSI, are NASD
members.  The NASD is a self-regulatory organization that has prescribed
rules with respect to maximum commissions, charges and fees related to
sales of shares in any open-end investment company registered under the
1940 Act.

     Each of UIA, Health Financial and Fiduciary Counsel is an investment
adviser registered with the SEC under the Investment Advisers Act of 1940,
as amended (the "Advisers Act"). UIA serves as the adviser to the Unified
Funds.  Under the Advisers Act, it is unlawful for any investment adviser
to: (1) employ any device, scheme or artifice to defraud any client or
prospective client; (2) engage in any transaction, practice or course of
business that operates as a fraud or deceit upon any client or prospective
client; or (3) engage in any act, practice or course of business that is
fraudulent, deceptive or manipulative.

     The Company aggressively pursues a strategy of acquiring investment
advisers to mutual funds.  Once an investment adviser is acquired, its
advisory agreement is assigned to the Company and automatically terminates
under the 1940 Act. UIA's assumption of an advisory agreement must be
approved by a majority of the fund's board of directors and a majority of
its outstanding voting securities.  An investment adviser purchased by the
Company may not benefit from the sale of its advisory business to UIA which
results in the assignment of an advisory contract with a mutual fund
unless, for a period of three years after the sale, at least 75% of the
board of directors of the fund are not interested persons of the new
adviser or the predecessor adviser, and no unfair burden is imposed on the
fund as a result of the sale.  This 75% requirement is stricter than the
general requirement that only two-thirds of mutual fund's board of
directors must be "disinterested" under the 1940 Act.  The effect of such
transfer results in the assignment of the old investment advisory
agreement, which requires the new agreement to be approved by the Boards of
Trustees and the acquired fund's shareholders.  There can be no assurances
that a fund's board or its shareholders will approve an advisory agreement
with UIA after UIA has acquired the former adviser to the fund.  In
addition, UIA may be required to assume an advisory contract previously
entered into under disadvantageous terms in order to convince the fund's board
or its shareholders to approve UIA's assumption of the agreement.

     Mutual fund directors and investment advisers to mutual funds are
deemed to be "fiduciaries" of the fund. The SEC is authorized to initiate
an action to enjoin a breach of fiduciary duties involving personal
misconduct by any officers, directors, investment advisers and principal
underwriters

                                - 11 -
<PAGE>
<PAGE>
of a fund.  Shareholders or the SEC also may bring an action against the
officers, directors, investment adviser or principal underwriters for breach
of fiduciary duty in establishing the compensation paid to the investment
adviser or underwriter.  An investment adviser or underwriter to a fund, its
principals and its employees, also may be subject to proceedings initiated by
the SEC to impose remedial sanctions for violation of any provision of the
Federal securities laws and the regulations adopted thereunder, and the SEC
may preclude a firm that has been sanctioned from continuing to act in such
capacity.  Investment companies such as the Unified Funds, the AmeriPrime
Funds and AmeriPrime Insurance Trust are subject to substantive regulation
under the 1940 Act. Such companies must comply with periodic reporting
requirements.  Proxy solicitations are subject to the general proxy rules as
well as to special proxy rules applicable only to investment companies.  Shares
of investment companies can only be offered at the next-determined net asset
value plus any sales load.  A fund's management agreement initially must be
approved by the fund's board of directors and a majority of the outstanding
shares and, after two years, must be annually approved, either by the board or
by the outstanding voting shares.  A fund's management agreement must
automatically terminate in the event of assignment and typically is subject
to termination upon 60-days notice by the board or by a vote of the majority
of the outstanding voting shares.  The underwriting or distribution agreement
also must be annually approved by the board or by a vote of a majority of the
outstanding voting shares, and must provide for automatic termination in event
of assignment. Transactions between the investment company and an affiliate are
prohibited.

REGULATORY PENALTIES FOR FAILURE TO MAINTAIN MINIMUM NET CAPITAL
REQUIREMENTS

     The Exchange Act imposes minimum net capital requirements for
broker-dealer firms.  A decrease below the minimum level of net capital
required to be maintained by UMC and AFSI under the Exchange Act could
force UMC and AFSI to suspend activities pending recovery of net capital.
Factors that may affect UMC's and AFSI's net capital include the general
investment climate as well as the ability of the Company to obtain any
assets necessary to contribute equity capital to UMC and AFSI.

RISKS OF BUSINESS

     The Company's investment advisory, transfer agent, shareholder
servicing and broker-dealer businesses are subject to various risks and
contingencies, many of which are beyond the ability of the Company to
control.  These risks include:  economic conditions generally and, in
particular, those affecting the bond and securities markets; fluctuations
in interest rates; discretionary income available for investment; customer
inability to meet payment or delivery commitments; customer fraud; and
employee fraud, misconduct and error.

COMPLIANCE REQUIREMENTS AND REGULATORY PENALTIES FOR NONCOMPLIANCE

     Various aspects of the Company's business are subject to Federal and
state regulation as well as to oversight by self-regulatory organizations
that, depending on the nature of any failure to comply with an applicable
entity's rules, may result in the suspension or revocation of licenses or
registration, including broker-dealer, investment adviser, transfer agent,
premium finance and managing general agent licenses and registrations, as
well as the imposition of civil fines and criminal penalties.  Failure by the
Company or any of its employees to comply with such regulations or with any
of the laws, rules or regulations of Federal, state or industry authorities
(principally the NASD, SEC and state insurance departments) could result in
censure, imposition of fines or other sanctions, including revocation of the
Company's right to do business or in suspension or expulsion from the NASD.
Any of the foregoing could have a material adverse effect upon the Company.
Such regulations are designed primarily for the protection of the investing
customers of securities firms and not the Company's stockholders.  Finally,
there is no assurance that the Company, along with other fund


                                - 12 -<PAGE>
<PAGE>
distributors, administrators and managers will not be subjected to
additional stringent regulation and publicity that may adversely affect
their business.

COMPETITION

     Since its inception, the Company has encountered substantial
competition in the businesses in which it competes.  The Company's
principal competitors include mutual finds, investment advisors, investment
counsel firms and financial institutions such as banks, savings and loan
institutions and credit unions.  Competition is influenced by various
factors, including breadth, quality of service and price.  All aspects of
the Company's business are competitive, including competition for mutual
fund assets to manage.  Large national firms have much greater marketing
capabilities, offer a broader range of financial services and compete not
only with the Company and among themselves but also with commercial banks,
insurance companies and others for retail and institutional clients.  The
Company's affiliated mutual funds are subject to competition from
nationally and regionally distributed funds offering equivalent financial
products with returns equal to or greater than those offered by the Unified
Funds, the AmeriPrime Funds or AmeriPrime Insurance Trust.  The Company is
focused on the niche area of tax-free reorganizations and consolidations of
small mutual funds into the Unified Funds family and its proprietary products,
such as V.O.I.C.E.(sm) Competition for assets under management is intense from
both national and regional based firms.  Access to local investment and the
population of the region by modern communication systems is so efficient that
the Company's geographical position cannot be deemed an advantage.  The
Company's investment management operations compete with a large number of other
investment management firms, commercial banks, insurance companies, broker-
dealers and other financial service firms.  Most of these firms are larger
and have access to greater resources than the Company.  The investment
advisory industry is characterized by relatively low cost of entry and the
formation of new investment advisory entities that may compete directly
with the Company is a frequent occurrence.  The Company directly competes
with as many as several hundred firms that are of similar or larger size.
The Company's ability to increase and retain clients' assets could be
materially adversely affected if client accounts under-perform the market.
The ability of the Company's investment management subsidiaries to compete
with other investment management firms also is dependent, in part, on the
relative attractiveness of their investment philosophies and methods under
prevailing market conditions.  A large number of mutual funds are sold to
the public by investment management firms, broker-dealers, insurance
companies and banks in competition with the Unified Funds, the
AmeriPrime Funds and AmeriPrime Insurance Trust.  Many of the Company's
competitors apply substantial resources to advertising and marketing their
mutual funds, which may adversely affect the ability of the Unified Funds,
the AmeriPrime Funds and AmeriPrime Insurance Trust to attract new assets.
The Company expects that there will be increasing pressures among mutual
fund sponsors to obtain and hold market share. Although the Company may expand
the financial services it can provide to its customers, it does not now offer
as broad a range of financial services as national stock exchange member firms,
commercial banks, insurance companies and others.

DEPENDENCE ON KEY CLIENTS

     As of December 31, 1998, the Company provided mutual fund services,
transfer agency, fund accounting, administration and distribution services
to 18 mutual fund families consisting of 53 portfolios.  Four of those
portfolios, the Unified Funds, originally were organized and are sponsored
by UIA.  The Unified Funds and those of the remaining parties, have entered
into contracts with the Company that typically expire within one to three
years.  No assurance can be given that any of these third party funds will
remain clients of the Company upon expiration or termination of the various
administration and distribution agreements.  The loss by the Company of
such mutual fund clients could have a material adverse effect on the
Company.


                                - 13 -

<PAGE>
<PAGE>

     Additionally, UMC has entered into clearing agreements with its
introduced broker-dealer clients that represent a substantial portion of
the assets in the Unified Funds through the use of the Unified Taxable
Money Market Funds as their brokerage sweep facility.  The introduced
broker-dealer relationships also represent a significant portion of UMC's
revenues from trading commissions.  The loss of clearing clients could have
a material adverse effect on the Unified Funds and the Company.

     UIA receives management fees from the Unified Funds.  As the Unified
Funds' manager and adviser, UIA, and, therefore, the Company, are
economically dependent on the Unified Funds for a portion of
their revenue.

     Contracts for portfolio management performed by UIA in the case of
the Unified Funds are awarded annually by review and approval of the
independent Boards of Trustee of the various Unified Funds.  The Boards of
Trustee consist of six trustees, five of whom are independent, and Timothy L.
Ashburn who is affiliated with the Company.  These Boards also are
responsible for awarding the Company's subsidiaries the various service
agreements for the Unified Funds.

DEPENDENCE ON KEY PERSONNEL

     The Company is dependent in a large part on Timothy L. Ashburn, the
President, Chief Executive Officer and Chairman of the Board, as well as a
group of senior management personnel.  The loss or unavailability of any of
these persons could have a material adverse effect on the Company.  The
Company's success also will depend on its ability to attract and retain
highly skilled personnel in all areas of its business.  There can be no
assurance that the Company will be able to attract and retain personnel on
acceptable terms in the future.  Other than a $1 million policy on the life
of each of Timothy L. Ashburn and Dr. Gregory W. Kasten, the President of
Health Financial and First Lexington, each a wholly owned subsidiary of the
Company, the Company does not presently own insurance covering the lives of
the senior management of the Company.  There can be no assurance that the
services of the senior management of the Company will continue to be
available.

EMPLOYEES

     As of December 31, 1998, the Company and its subsidiaries had 165
employees, of which 158 were full-time employees. None of the employees of
the Company and its subsidiaries are subject to a collective bargaining
agreement.  The Company considers its relationships with its employees and
those of the subsidiaries to be good.

ITEM 2.  DESCRIPTION OF PROPERTY
         -----------------------

     The Company, through its subsidiary, UMC, leases its corporate
headquarters and administrative office facilities located at 431 North
Pennsylvania Street, Indianapolis, Indiana.  This facility is comprised of
approximately 10,820 square feet and is subject to a lease expiring in
2007.  Health Financial's, First Lexington's and Resource Benefit Planners'
administrative offices are located at 2353 Alexandria Drive, Lexington,
Kentucky.  The operating lease for Health Financial's and First Lexington's
offices expires in 2002 and such offices have approximately 2,320 square
feet.  The operating lease for Resource Benefit Planners' offices expires
in 2002 and such offices have approximately 2,180 square feet. The Company
also leases a portion of such property for corporate offices.  Fiduciary's,
Strategic's, VSX's and UCR's administrative offices are located at 36 West 44th
Street, New York, New York.  The operating lease for Fiduciary Counsel
expires in 2002 and such offices have approximately 3,231 square feet.
Equity's administrative offices are located at 220 Lexington Green



                                - 14 -
<PAGE>
<PAGE>
Circle, Suite 600, Lexington, Kentucky. The operating lease for Equity
expires in 2001 and such offices have approximately 20,080 square feet.
AmeriPrime's administrative offices are located at 175 Westwood Drive,
Suite 500, Southlake, Texas. The operating lease for AmeriPrime expires
in 1999 and such offices have approximately 600 square feet. The Company's
current administrative offices are considered adequate to serve the Company's
foreseeable needs.  Other than the administrative offices leases, the Company
has no other significant property holdings.

ITEM 3.  LEGAL PROCEEDINGS
         -----------------

     Various claims and lawsuits, incidental to its ordinary course of
business, are pending against the Company and its subsidiaries.  In the
opinion of management, after consultation with legal counsel, resolution of
these matters is not expected to have a material effect on the Company's
financial condition or results of operations.

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

     There were no matters submitted during the quarter ended
December 31, 1998 to a vote of the Company's stockholders, through the
solicitation of proxies or otherwise.

ITEM 4A.  EXECUTIVE OFFICERS OF THE REGISTRANT
          ------------------------------------

     The name, age and position with respect to each of the executive
officers of the Company are set forth below:

     TIMOTHY L. ASHBURN, 48, has served as Chairman of the Board of the
Company since 1989, as Chief Executive Officer from 1989 to 1992 and 1994
to present, and as President since November 1997.  Mr. Ashburn was employed
by Vine Street Trust Company, Lexington, Kentucky, a wholly owned
subsidiary of Cardinal Bancshares, a Kentucky bank holding company, for the
two-year period from April 1992 through March 1994.  Mr. Ashburn also is a
director of each of UMC, Unified Fund Services, First Lexington, Health
Financial, Resource Benefit Planners, Unified Internet Services, UIA,
Fiduciary, EMCO, Equity, CPFC, Strategic, AmeriPrime, AFSI, Unified
Aviation, VSX and UCR, is Chairman of the Board of Trustees, President, Chief
Executive Officer and Assistant Secretary of the Unified Funds, is Chairman
and Chief Executive Officer of Unified Fund Services, is Chairman of UMC, is
President and Assistant Secretary of Unified Aviation, is Assistant Secretary
of each of Fiduciary, EMCO, Equity, CPFC, Strategic, AmeriPrime and AFSI and
is Vice President and Assistant Secretary of VSX and UCR.  Mr. Ashburn is a
member of the Executive Committee.

     THOMAS G. NAPURANO, 57, a certified public accountant and a
certified management accountant, has served as a director, the Chief
Financial Officer and Executive Vice President of the Company since 1989.
Mr. Napurano also is a director and the Chief Financial Officer of Unified
Internet Services, is a director and the Chief Financial Officer and
Executive Vice President of each of UMC and Unified Fund Services, is a
director and the Treasurer of Unified Aviation, is a director and the
Assistant Treasurer of VSX and UCR, is the Chief Financial Officer and the
Treasurer for the Unified Funds, is the Assistant Treasurer of each of
Fiduciary, EMCO, Equity and CPFC, and is the Treasurer of each of
Strategic, AmeriPrime and AFSI.  Mr. Napurano is a member of the
Executive Committee.

     LYNN E. WOOD, 52, has served as a director of the Company since 1992
and served as Chief Operating Officer and President of the Company from
1993 through November 1997.  Mr. Wood also has served as Executive Vice
President of the Company since 1998.  Mr. Wood is a director and the


                                - 15 -

<PAGE>
<PAGE>
President and Chief Executive Officer of UMC, is a director of Unified
Internet Services and is the Assistant Secretary to the Unified Funds.

     DAVID A. BOGAERT, 35, has served as an Executive Vice President of
the Company since 1992, as the President of Unified Fund Services since
November 1997, as a director and an Executive Vice President of UIA from
1995 and as an Executive Vice President of UMC from 1994 through September
1998.  Mr. Bogaert has been the national sales and marketing director since
1995 as well as the telephone service representative, brokerage services
supervisor, institutional sales representative and Assistant Vice President
from 1986 through 1992.

     DR. GREGORY W. KASTEN, 44, has served as a director of the Company
since 1997.  Dr. Kasten has served as President and Chief Executive Officer
of Health Financial and First Lexington since 1986 and 1994, respectively.
Dr. Kasten also is a director of each of Health Financial, First Lexington
and Resource Benefit Planners.  Dr. Kasten has been awarded Certified
Financial Planner and Certified Pension Consultant designations and
received a Master of Business Administration degree with an emphasis on
Finance and Investment Management.  Dr. Kasten also received a medical
degree but has retired from medical practice.

     JACK R. ORBEN, 60, has served as a director of the Company since
1989.  Mr. Orben also is a director and the Chairman of the Board, Chief
Executive Officer and Treasurer of each of Fiduciary Counsel, EMCO and
Associated Family Services, Inc. and is a director and the President and
Treasurer of Fiduciary Alliance.  For various periods during the past five
years, Mr. Orben served as the Chairman of the Board, Chief Executive
Officer and Treasurer of each of Venvestech Corp., Seward, Groves, Richards
& Wells, Starwood Corporation, Fiduciary Alliance Inc., NUSTAR Inc.,
Intellectronic Management Systems Inc., Economic Analysts Inc., Ra X
Productions Inc. and EMCO Nominees Inc. and as a director of UIA.  Mr.
Orben is a member of the Audit, Nominating and Compensation Committee.

     JOHN R. OWENS, 45, a certified public accountant, has served as a
director and an Executive Vice President of the Company since 1998.  Mr.
Owens has served as a director and the President of Equity since 1998, a
director and the Vice-President and a director and the Vice-President,
Secretary and Treasurer of CPFC since 1991 and 1998, respectively, a
director and the President of each of EIM and EIA since 1990 and 1997,
respectively, a director and the Treasurer of 21st Century since 1996 and a
director of EIM of Illinois since 1996.  Mr. Owens also is a director, the
Vice President and Secretary of Unified Aviation. Mr. Owens is a member of
the Executive Committee.


                                - 16 -
<PAGE>
                                 PART II

ITEM 5.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
         ---------------------------------------------------------------------

     There currently is no established public trading market for the
Common Stock. All share and price information has been adjusted to reflect
all stock splits and stock dividends paid by the Company since January 1,
1997.

<TABLE>
<CAPTION>
                                    SALES PRICE
                            ---------------------------
                              HIGH                 LOW
                            -------             -------
<S>                         <C>               <C>
     1997
     ----
     First Quarter          $0.1028             $0.0935
     Second Quarter              --                  --
     Third Quarter           1.2312              1.2312
     Fourth Quarter              --                  --

     1998
     ----
     First Quarter            25.00               25.00
     Second Quarter           27.50               25.00
     Third Quarter            27.50               25.00
     Fourth Quarter           27.50               27.50
</TABLE>

     Because of the closely held nature of the Company, no representation
is made that the foregoing prices are or are not reflective of a "market
price."  As of March 15, 1999, the Company reported approximately 270
stockholders of record holding the Common Stock.

     The Company has not paid any cash dividends with respect to the
Common Stock during the disclosed time periods.

     For the three months ended December 31, 1998, the only sales of the
Company's securities were the following: (i) 7,500 shares of Common Stock
issued in connection with the acquisition of Strategic (such shares were
issued in exchange for the outstanding capital stock of Strategic); (ii)
241,745 shares of Common Stock issued in connection with the acquisition of
Equity (such shares were issued in exchange for the outstanding capital
stock of Equity); (iii) 12,800 shares of Common Stock issued in connection
with the acquisition of CPFC (such shares were issued in exchange for the
outstanding capital stock of CPFC); (iv) 410,000 shares of Common Stock
issued in connection with the acquisition of AmeriPrime (such shares were
issued in exchange for the outstanding capital stock of AmeriPrime); and
(v) 11,400 shares of Common Stock issued in connection with private
offerings of Common Stock at a price of $27.50 per share.  All shares of
Common Stock issued by the Company during such period were issued pursuant
to the exemption provided by Rule 506, as promulgated by the SEC.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         ---------------------------------------------------------------
RESULTS OF OPERATIONS
---------------------

     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 Annual Report on
Form 10-KSB, including the Company's audited, consolidated financial
statements and the accompanying notes thereto.

COMPARISON OF RESULTS FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997

     Total revenue for the year ended December 31, 1998 as compared to
the year ended December 31, 1997 increased $3,722,619, or 19.3%, from
$19,249,217 to $22,971,836.  For such periods,

                                - 17 -
<PAGE>
<PAGE>
brokerage revenue increased $1,862,142, or 64.8%, investment advisory revenue
increased $1,559,894, or 77.8%, financial services administration revenues
increased $631,645, or 16.5%, insurance brokerage revenue declined $315,364,
or 3.2%, and software and programming services and other income decreased
$15,698, or 2.2%.  The increase in brokerage revenues primarily was due to
$772,000 in commissions received by UMC from the sale of Common Stock in
connection with the Company's private placement (the "Private Placement").
Investment advisory revenue increased principally due to growth in assets under
management plus the increased revenue ($1,003,472) due to the acquisitions by
the Company in March 1998 and August 1998 of UIA and Fiduciary, respectively.
Financial services administration revenues increased principally due to growth
in assets under services and growth in claim service contracts and premium
financing activities. Gross insurance brokerage revenues decreased slightly
due to lesser premium income being written in the current year. Overall,
$42,934,060 in premiums was written during 1998 as compared to $44,105,396 in
1997, a decrease of 2.7%. Software and programming services and other income
declined slightly from 1997 to 1998, principally as a result of additional
interest income earned on cash and cash equivalents received in connection
with the Private Placement, offset by a reduction in software and programming
revenue.

     Gross profit for the year ended December 31, 1998 as compared to the
year ended December 31, 1997 increased $2,603,952, or 21.9%, from
$11,879,096 to $14,483,048.  For such periods, gross profit as a percentage
of revenue increased to 63.0% from 61.7%.  Brokerage gross profit increased
to $1,647,500 for the year ended December 31, 1998 from $1,001,100 for the
prior year, reflecting the increased brokerage revenues received by UMC in
connection with the Private Placement.  Investment advisory gross profit
increased to $3,492,672 for the year ended December 31, 1998 from
$1,949,749 for the year ended December 31, 1997.  For such periods,
investment advisory gross profit increased $1,542,923, of which $991,287
was due to the acquisitions of UIA and Fiduciary on March 31, 1998 and
August 21, 1998, respectively, plus increased assets under management.
Financial services administration gross profit increased to $3,725,593 for
the year ended December 31, 1998 from $3,265,090 for the year ended
December 31, 1997, reflecting the increased assets under service and growth
in claim service contracts and premium financing activities.  Insurance
brokerage gross profit of $4,931,363 declined slightly for the year ended
December 31, 1998 compared to $5,090,342 for the prior year.  The insurance
brokerage gross profit decrease was attributable to a premium decline of
approximately $3,500,000 in private passenger automobile business, but was
tempered by increases in other lines of commercial business, at lower
margins.  The premium decline is reflective of the very competitive nature
of the present insurance market.  The increase in all other gross profit of
$113,074 reflects the increased interest income earned on cash and cash
equivalents received in connection with the Private Placement and the growth
in the claims and premium finance operations.

     Income from operations for the year ended December 31, 1998 was
$1,195,353, or 5.2% of total revenue, as compared to a loss from operations
of $1,017,533 for the prior year.  Total expenses for the year ended
December 31, 1998 were $13,287,695, or 57.8% of total revenue, as compared
to $12,896,629, or 67% of total revenue, for the year ended December 31,
1997. Fiduciary and UIA, each of which was acquired by the Company during
1998, accounted for $1,044,927 of the expenses during 1998 when compared
to 1997. The 1998 compensation and benefit expense of $6,698,826, or
50.4% of total expenses, was $919,442 lower than the 1997 total expenses of
$7,618,268.  The cost of additional personnel hired during 1998 due to
increased volume was more than offset by a one-time special bonus paid in
1997 of approximately $125,000, acquisition related guaranteed payments of
approximately $825,000 related to the purchase of a new subsidiary and the
retirement of stock held by a former shareholder of Equity and an overall
reduction in executive compensation in 1998 at Equity.  Investment
administration expenses increased $180,104 from $235,561 due to a $261,000
one-time charge related to the fund administration activity from 1989 and
prior years, partially offset by the increased cost in 1997 due to a change
in the Company's fund service provider. The 1997 depreciation and
amortization

                                - 18 -
<PAGE>
<PAGE>

expense reflected accelerated adjustments of $278,000 in goodwill expense
related to a subsidiary purchased by Equity.  Interest expense related to
the cost of capital used to retire the shares held by a former shareholder
of Equity.

     For the year ended December 31, 1998, the Company's portion of
profit from affiliates was $59,197 as compared to $295,525 profit from
affiliates for the year ended December 31, 1997.  The Company's portion of
the loss of UIA (prior to the Company's acquisition of 100% of the capital
stock of UIA on March 31, 1998) was $39,945 as compared to a $160,298 loss
for the year ended December 31, 1997. Equity's portion of profit of an
affiliate for the year ended December 31, 1998 was $99,142 as compared to
$455,823 profit from an affiliate for the year ended December 31, 1997.
Unrealized and realized gains on securities of approximately $37,441 in
1998 compared to $76,058 in 1997, reflecting the change in the stock
market.

     Net income of $1,132,781 for the year ended December 31, 1998
increased $1,410,714 as compared to a net loss of $277,933 for the year ended
December 31, 1997.  Increased revenue (19.3%) for the year ended December 31,
1998 more than offset the increased expenses (3.0%) during such year as
compared to the year ended December 31, 1997. The growth in assets under
management and services, coupled with the commissions received by UMC from
the sale of Common Stock in the Private Placement, resulted in increased
gross revenue The acquisition of each of UIA and Fiduciary was reported
pursuant to the purchase method of accounting and included in the Company's
consolidated financial statements from the date of each respective acquisition.
The 1998 revenue and expenses from acquisitions were increased 5.2% and 8.1%,
respectively.  The 1997 expenses from merged subsidiaries reflect
acquisition-related compensation, depreciation and amortization and
equipment rental expense, net of tax of $898,000.

LIQUIDITY AND CAPITAL RESOURCES

     The assets and liabilities of each of UIA and Fiduciary are included
in the Company's balance sheet as of December 31, 1998.  The inclusion of
these companies and the receipt of funds pursuant to the Private Placement
are the principal reasons for the increase of most balance sheet items from
December 31, 1997 to December 31, 1998.  The Company's primary sources of
liquidity historically have been and continue 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 at year-end 1998 from year-end 1997
was $7,776,107.  The principal increase reflects net proceeds from the
Private Placement of $10,222,635 and bank borrowings of $3,373,770, which
monies offset the $1,706,900 utilized to redeem the Series A and Series B
Preferred Stock, as well as cash the Company expended for the purchase of
Fiduciary, the purchase of fixed assets and the purchase of common stock of
Equity.  The Company issued 450,738 shares of Common Stock in 1998.  In
addition, during May 1998, the Company issued  to certain directors, executive
officers and agents of the Company 2,100 shares of Series C Preferred Stock for
total consideration of $210,000.  On August 21, 1998, the Company paid $800,835
and issued 36,110 shares of Common Stock in connection with the acquisition of
Fiduciary, creating goodwill of $1,564,802.

     On April 25, 1998, the Company utilized $1,706,900 of the proceeds
from the Private Placement to redeem the outstanding shares of Series A and
Series B Preferred Stock.  Pending usage, the Company invested 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 by assisting further development, marketing, expansion and
support of the Company's products and services, some of which are
proprietary, promoting an aggressive advertising and publicity program for
the Company's niche

                                - 19 -
<PAGE>
<PAGE>

products and services, especially the V.O.I.C.E.(TM) program, and the
Company's vision for the financial services industry and expansion of the
Company's internet investment activities.

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.

     The Company has undertaken a program to understand the nature and
extent of the work required to make its computer systems Year 2000
compliant.  This program encompasses evaluation and correction of operating
systems, information systems and facilities systems.  The program also
involves an evaluation of the Company's products and the Year 2000
compliance of the Company's vendors. The program consists of the
following phases: awareness and inventory; triage; detailed assessment and
resolution; testing; deployment; and contingency plan development.

     AWARENESS PHASE.  In this phase, the Company informs employees and
management of the Year 2000 problem and how it affects the Company.  The
Company explains its Year 2000 project to employees and management and
provides routine updates on the project's status.

     INVENTORY PHASE.  This phase focuses on the identification of all
products that are not Year 2000 Compliant.

     TRIAGE PHASE.  In this phase, the Company, based on an evaluation of
technical and business risks, determines which non-compliant computer
systems should be retired and which should be maintained.  Those systems
critical to the business of the Company are placed in the detailed
assessment phase.

     DETAILED ASSESSMENT PHASE.  In this phase, efforts are focused on
the identification of Year 2000 problems within each specific system
and identification of appropriate solutions to such problems.

     RESOLUTION PHASE.  Efforts in this phase are focused on repair,
replacement or retirement of systems that have been identified as non-
compliant.

     TESTING PHASE.  In this phase, the Company tests its systems to
determine the effectiveness of the solutions developed in the resolution
phase.

     DEPLOYMENT PHASE.  The Company makes the Year 2000 systems
operational in this phase.

     The Company's objective was to be 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 achieved this goal in
over 90% of the mission critical systems. The remaining 10% of the critical
systems is scheduled to be compliant by April 30, 1999. The Company is
utilizing both internal and external resources to identify, correct or
reprogram, and test its internal systems for Year 2000 compliance.  The
Company has gathered information from its suppliers and vendors to
determine the status of their Year 2000 compliance and the extent to which
the Company's operations may be affected by such third-parties' non-
compliance. The Company is

                                - 20 -
<PAGE>
<PAGE>

monitoring the progress of each vendor and is developing contingency plans
in the event vendors experience Year 2000 problems and cannot deliver products
and services necessary to the Company's operations. Further analysis or
testing of the vendors' systems will continue throughout 1999. However, there
can be no assurance that the systems and products of third-parties on which the
Company relies will be compliant.

     The following chart identifies the status of each phase in the critical
systems compliance project:

<TABLE>
<CAPTION>
      PHASE                            PROJECTED PERIOD OF PHASE             PRESENT STATUS
      -----                            -------------------------             --------------
      <S>                              <C>                                   <C>
      Awareness Plan                   Ongoing through 01/2000               100%

      Inventory Plan                   100% completed by 9/1998              100%

      Triage Plan                      100% completed by 9/1998              100%

      Assessment Plan                  100% completed by 10/1998             100%

      Resolution Plan                  100% completed by 12/1998             100%

      Testing Plan                     100% completed by 12/1999              90%

      Deployment Plan                  100% completed by 12/1999              90%
</TABLE>

     The total cost of the Year 2000 project to date has not been
material.  Based on the results of 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 $40,000 will be spent in 1999 on hardware and software to
complete the Year 2000 project.  Because the Company expects that its
internal systems will become Year 2000 compliant in a timely manner, the
Company believes that the most likely worst case scenario would result from
the failure of vendors or other third parties to achieve Year 2000
compliance.  Depending upon the number of non-compliant third parties, the
nature and extent of their relationship with the Company 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 are expected to
be completed during the second half of 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
effects on the Company's financial position or results of operations.


                                - 21 -
<PAGE>
<PAGE>

ITEM 7.  FINANCIAL STATEMENTS
         --------------------

To the Board of Directors and
Stockholders of Unified Financial Services, Inc.


                     INDEPENDENT AUDITORS' REPORT
                     ----------------------------

We have audited the accompanying consolidated statements of financial
condition of Unified Financial Services, Inc. and subsidiaries at
December 31, 1998 and 1997, and the related consolidated statements of
operations, comprehensive income, changes in stockholders' equity, and cash
flows for the years then ended.  These consolidated financial statements
are the responsibility of the Company's management.  Our responsibility
is to express an opinion on these consolidated financial statements based
on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the consolidated
financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, such consolidated financial statements present fairly, in
all material respects, the financial position of Unified Financial
Services, Inc. and subsidiaries at December 31, 1998 and 1997, and the
results of its operations, and its cash flows for the years then ended
in conformity with generally accepted accounting principles.


/s/ Larry E. Nunn & Associates, LLC

Columbus, Indiana
February 12, 1999



                                - 22 -


<PAGE>
<PAGE>

<TABLE>

                             UNIFIED FINANCIAL SERVICES, INC.
                      CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
                                DECEMBER 31, 1998 AND 1997
                                --------------------------

<CAPTION>
                                          ASSETS
                                          ------

                                                                1998               1997
                                                                ----               ----
<S>                                                          <C>               <C>
Current Assets
   Cash and cash equivalents                                 $10,342,501       $ 2,566,394
   Investment in affiliated mutual funds                         231,728           707,936
   Investment in securities and non-affiliated
      mutual funds                                               494,403           150,218
   Accounts receivable (net of allowance for
      doubtful accounts of $38,326 for 1998
      and $2,041 for 1997)                                     8,873,903         6,437,944
   Prepaid assets and deposit                                    230,006           132,125
                                                             -----------       -----------

         Total current assets                                 20,172,541         9,994,617
                                                             -----------       -----------

Fixed Assets, at cost
   Equipment and furniture (net of accumulated
      depreciation of $2,913,498 for 1998 and
      $2,472,022 for 1997)                                     1,542,251         1,465,360
                                                             -----------       -----------


         Total fixed assets                                    1,542,251         1,465,360
                                                             -----------       -----------


Non-Current Assets
   Investment in debt securities                                 994,211           958,604
   Equity investment in affiliates                               565,566           751,418
   Notes receivable (net of current maturity)                          -             8,090
   Organization cost (net of accumulated
      amortization of $254,230 for 1998 and
      $6,900 for 1997)                                           898,027             2,100
   Goodwill (net of accumulated amortization of
      $34,773 for 1998 and $24,844 for 1997)                   1,902,691           347,818
   Other non-current assets                                      620,649           672,335
                                                             -----------       -----------

         Total non-current assets                              4,981,144         2,740,365
                                                             -----------       -----------


TOTAL ASSETS                                                 $26,695,936       $14,200,342
                                                             ===========       ===========


<CAPTION>
See accompanying notes and independent auditors' report.



                                 - 23 -
<PAGE>
<PAGE>

                           LIABILITIES AND STOCKHOLDERS' EQUITY
                           ------------------------------------

                                                                1998               1997
                                                                ----               ----
<S>                                                          <C>               <C>
Current Liabilities
   Current portion of capital lease obligations              $    52,735       $         -
   Current portion of bank line-of-credit                      3,886,612         1,291,846
   Accounts payable and accrued expenses                       1,860,544         1,292,768
   Accrued compensation and benefits                             338,779           151,979
   Payable to insurance companies                              6,456,511         4,787,147
   Payable to broker-dealers                                     596,509           524,688
   Income taxes payable, current                                   1,857            23,122
   Income taxes payable, deferred                                 90,318           183,924
   Other liabilities                                           1,218,855         1,008,970
                                                             -----------       -----------

      Total current liabilities                               14,502,720         9,264,444
                                                             -----------       -----------


Long-Term Liabilities
   Long-term portion of capital lease obligation                  37,122            79,102
   Long-term portion of bank line-of-credit                    2,024,579         1,282,112
   Other long-term liabilities                                   385,886           714,611
   Deferred income taxes                                          33,361            17,705
                                                             -----------       -----------

      Total long-term liabilities                              2,480,948         2,093,530
                                                             -----------       -----------


      Total liabilities                                       16,983,668        11,357,974
                                                             -----------       -----------


Commitments and Contingencies                                          -                 -

Stockholders' Equity
   Common stock, par value $.01 per share                         27,174            21,728
   Preferred stock Series A                                            -             8,486
   Preferred stock Series B                                            -             8,583
   Preferred stock Series C                                        1,672                 -
   Additional paid-in capital                                  8,234,123         2,199,921
   Retained earnings                                           1,449,299           603,749
   Accumulated other comprehensive income                              -               (99)
                                                             -----------       -----------

      Total stockholders' equity                               9,712,268         2,842,368
                                                             -----------       -----------


TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                   $26,695,936       $14,200,342
                                                             ===========       ===========



See accompanying notes and independent auditors' report.

</TABLE>


                                 - 24 -
<PAGE>
<PAGE>

<TABLE>
                             UNIFIED FINANCIAL SERVICES, INC.
                          CONSOLIDATED STATEMENTS OF OPERATIONS
                      FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                      ----------------------------------------------

<CAPTION>
                                                                 1998              1997
                                                                 ----              ----
<S>                                                          <C>               <C>
REVENUE
   Brokerage                                                 $ 4,736,631       $ 2,874,489
   Financial services administration                           4,467,866         3,836,221
   Investment advisory                                         3,564,760         2,004,866
   Insurance brokerage                                         9,516,704         9,832,068
   Software and programming services                              25,353           131,788
   Other income                                                  660,522           569,785
                                                             -----------       -----------
      Total revenue                                           22,971,836        19,249,217
                                                             -----------       -----------
COST OF SALES
   Brokerage revenue changes                                   3,072,222         2,007,894
   Financial services administration                             732,370           554,174
   Insurance commissions                                       4,588,723         4,741,726
   Investment fees                                                95,473            66,327
                                                             -----------       -----------
      Total cost of sales                                      8,488,788         7,370,121
                                                             -----------       -----------
      Gross Profit                                            14,483,048        11,879,096
                                                             -----------       -----------
EXPENSES
   Employee compensation and benefits                          6,698,826         7,618,268
   Brokerage operating charges                                   537,879           363,330
   Investment administration expenses                            415,665           235,561
   Occupancy                                                     704,977           474,854
   Telephone                                                     253,188           181,376
   Depreciation and amortization                                 598,022           802,173
   Mail and courier                                              491,562           336,675
   Equipment rental and maintenance                              364,480           292,694
   Travel and entertainment                                      368,217            94,305
   Business development cost                                     586,052           611,358
   All other                                                   2,268,827         1,886,035
                                                             -----------       -----------
      Total expenses                                          13,287,695        12,896,629
                                                             -----------       -----------
Income from operations                                         1,195,353        (1,017,533)

OTHER INCOME (LOSS)
   Unrealized gain on securities                                  23,946            46,825
   Realized gain on securities                                    13,495            29,233
   Equity in results of affiliates                                59,197           295,525
   Gain (loss) on sale/disposal of fixed assets                   (8,752)           (8,836)
                                                             -----------       -----------
   Income before income taxes                                  1,283,239          (654,786)
   Income taxes                                                  150,458          (376,853)
                                                             -----------       -----------
NET INCOME                                                   $ 1,132,781       $  (277,933)
                                                             ===========       ===========
Per share earnings
   Net income - basic                                        $      0.47       $     (0.24)
   Basic common shares outstanding                             2,267,449         1,758,931
   Net income - fully diluted                                $      0.42       $     (0.23)
   Fully diluted common shares outstanding                     2,530,695         1,765,731

See accompanying notes and independent auditors' report.

</TABLE>


                                 - 25 -
<PAGE>
<PAGE>

<TABLE>
                        UNIFIED FINANCIAL SERVICES, INC.
                CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                 FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                 ----------------------------------------------

<S>                                                           <C>
1997
----

   Net income                                                 $ (277,933)
   Other comprehensive income, net of tax:
      Unrealized gain on securities,
         net of reclassification adjustment                        4,873
                                                              ----------

   Comprehensive income                                       $ (273,060)
                                                              ==========

1998
----

   Net income                                                 $1,132,781
   Other comprehensive income, net of tax:
      Unrealized gain on securities,
         net of reclassification adjustment                           99
                                                              ----------

   Comprehensive income                                       $1,132,880
                                                              ==========





See accompanying notes and independent auditors' report.

</TABLE>


                                 - 26 -
<PAGE>
<PAGE>

<TABLE>

                                           UNIFIED FINANCIAL SERVICES, INC.
                              CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                        YEARS ENDED DECEMBER 31, 1998 AND 1997
                                        --------------------------------------

<CAPTION>
                                                                                                          Accumulated
                                                 Preferred   Preferred  Preferred  Additional                Other
                                       Common     Class A     Class B    Class C    Paid-In     Retained Comprehensive
                                       Stock       Stock       Stock     Stock      Capital     Earnings     Income       Total
                                       -----       -----       -----     -----      -------     --------     ------       -----
<S>                                   <C>         <C>         <C>        <C>      <C>          <C>          <C>       <C>
Balance at December 31, 1996          $12,599     $ 8,486     $ 8,583    $    -   $ 2,125,431  $1,367,568   $(4,972)  $ 3,517,695
   1997 net income                                                                               (277,933)               (277,933)
   Other comprehensive income                                                                                 4,873         4,873
   Common stock issued                     97                                           2,456                               2,553
   Common stock issued-MER              5,728                                          69,534                              75,262
   Adjustment to stated capital         3,304                                                      (3,304)                      -
   Additional paid-in-capital EUG                                                       2,500                               2,500
   Distribution to CPFC and
      AmeriPrime stockholders                                                                    (135,570)               (135,570)
   Dividends to AmeriPrime and
      Health Financial stockholders                                                              (210,460)               (210,460)
   Dividends on preferred stock                                                                  (136,552)               (136,552)
                                      -------     -------     -------    ------   -----------  ----------   -------   -----------

Balance at December 31, 1997           21,728       8,486       8,583         -     2,199,921     603,749       (99)    2,842,368
   1998 net income                                                                              1,132,781               1,132,781
   Other comprehensive income                                                                                    99            99
   Comprehensive income
   Redemption of Preferred
      A and B shares                               (8,486)     (8,583)             (1,689,831)                         (1,706,900)
   Issuance of 2,100 Preferred
      C shares                                                            2,100       207,900                             210,000
   Issuance of common stock             4,507                                      10,218,128                          10,222,635
   Conversion of 428 Preferred C
      to 57,780 common stock shares       578                              (428)         (150)                                  -
   Acquisition of Advisers                                                           (683,210)    (31,387)               (714,597)
   Acquisition of Fiduciary Counsel       361                                         902,389                             902,750
   Repurchase of common shares
      at EUG                                                                       (2,921,024)                         (2,921,024)
   Dividends to CPFC and
      AmeriPrime stockholders                                                                    (190,000)               (190,000)
   Dividends on preferred stock                                                                   (65,844)                (65,844)
                                      -------     -------     -------    ------   -----------  ----------   -------   -----------

Balance at December 31, 1998          $27,174     $     -     $     -    $1,672   $ 8,234,123  $1,449,299   $     -   $ 9,712,268
                                      =======     =======     =======    ======   ===========  ==========   =======   ===========


See accompanying notes and independent auditors' report.

</TABLE>


                                 - 27 -
<PAGE>
<PAGE>

<TABLE>

                             UNIFIED FINANCIAL SERVICES, INC.
                           CONSOLIDATED STATEMENTS OF CASH FLOW
                      FOR THE YEARS ENDED DECEMBER 31, 1998 AND 1997
                      ----------------------------------------------
<CAPTION>
                                                                    1998               1997
                                                                    ----               ----
<S>                                                             <C>                <C>
CASH FLOW FROM OPERATING ACTIVITIES
   Net income                                                   $ 1,132,781        $  (277,933)
   Adjustments to reconcile net income to cash
      provided by (used) in operating activities:
         Deferred income taxes                                      125,343           (401,929)
         Provision for depreciation and amortization                598,022            802,173
         Unrealized gain on investments                             (23,946)           (40,657)
         Results of affiliated company                              (59,197)          (295,524)
         (Gain) loss on disposal of fixed assets                      8,752             52,720
         Cash value of officers' life insurance                     (12,500)            (6,273)
         Deferred startup cost                                     (643,169)                 -
         (Increase) decrease in operating assets
            Receivables                                          (2,321,952)        (1,759,462)
            Prepaid and sundry assets                                28,824            (11,559)
         Increase (decrease) in operating liabilities
            Accounts payable and accrued expenses                 1,055,473          2,233,526
            Other liabilities                                      (235,541)           559,754
            Accrued income taxes                                     47,789             17,302
                                                                -----------        -----------
   Net cash provided (used) by operating activities                (299,321)           872,138
                                                                -----------        -----------
CASH FLOW FROM INVESTING ACTIVITIES
   Purchase of equipment                                           (499,152)        (1,203,039)
   Proceeds from sale of fixed assets                                 9,220            128,701
   Equity in affiliate                                                    -            (21,367)
   Investment in securities and mutual funds                        224,634            (31,726)
   Investment in debt securities                                   (110,699)          (154,801)
   Repayment of note receivable                                       4,502             28,783
   Intangible assets                                                      -            270,338
   Appreciation of debt securities                                     (531)              (833)
   Proceeds from sale of marketable securities                       89,665                  -
                                                                -----------        -----------
   Net cash provided (used) by investing activities                (282,361)          (983,944)
                                                                -----------        -----------
CASH FLOW FROM FINANCING ACTIVITIES
   Proceeds from issuance of common stock                        10,222,635             77,815
   Proceeds from issuance of Preferred C stock                      210,000                  -
   Redemption of Preferred A and B stock                         (1,706,900)                 -
   Dividend on preferred stock                                      (65,844)          (136,552)
   Dividends on CPFC and AmeriPrime common stock                   (190,000)                 -
   Dividends on AmeriPrime and Health Financial
      common stock                                                        -           (233,072)
   Purchase of common stock at EUG                               (2,921,024)             2,500
   Acquisition of Fiduciary Counsel and Advisers                   (413,026)                 -
   Proceeds from borrowings                                       3,373,770          1,676,463
   Repayment of borrowings                                          (81,537)        (1,423,857)
   Repayment of capital lease obligations                           (70,285)           (44,072)
                                                                -----------        -----------
   Net cash provided (used) by financing activities               8,357,789            (80,775)
                                                                -----------        -----------
NET INCREASE IN CASH AND CASH EQUIVALENTS                         7,776,107           (192,581)
CASH AND CASH EQUIVALENTS - Beginning of the year                 2,566,394          2,758,975
                                                                -----------        -----------
CASH AND CASH EQUIVALENTS - End of the year                     $10,342,501        $ 2,566,394
                                                                ===========        ===========


See accompanying notes and independent auditors' report.

</TABLE>


                                 - 28 -


<PAGE>
<PAGE>

                   UNIFIED FINANCIAL SERVICES, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1998 AND 1997
                      --------------------------


Note 1 -  NATURE OF OPERATIONS

          The consolidated financial statements include the accounts
          of Unified Financial Services, Inc. (the "Company" or
          "Unified"), a Delaware corporation, and its wholly owned
          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., Fiduciary Counsel, Inc., Equity
          Underwriting Group, Inc., Commonwealth Premium Finance
          Corporation, Strategic Fund Services, Inc. and AmeriPrime
          Financial Services, Inc.

          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 shareholders 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 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; 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.

                                - 29 -

<PAGE>
<PAGE>

                   UNIFIED FINANCIAL SERVICES, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1998 AND 1997
                      --------------------------


Note 1 -  NATURE OF OPERATIONS (continued)

          Health Financial, Inc., a Kentucky corporation ("Health
          Financial"), is a registered investment adviser formed in
          1986.  As of December 31, 1998, Health Financial managed
          approximately $360 million in assets for both individuals
          and institutions, principally private pension plans and
          foundations.  Health Financial specializes in an investment
          management philosophy that features a balanced discipline of
          asset allocation utilizing no-load index funds over six
          asset classes, including an S&P 500 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.  As of December 31, 1998, First Lexington
          maintained approximately $96 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
          Financial, while providing trust powers and retirement plan
          services to it 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.  The
          acquisition is accounted for under the pooling-of-interests
          method of accounting.  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 by the shareholders of the Unified family of
          mutual funds and upon receipt of the required regulatory
          approval.  Advisers, formerly knows 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).

                                - 30 -

<PAGE>
<PAGE>

                   UNIFIED FINANCIAL SERVICES, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1998 AND 1997
                      --------------------------


Note 1 -  NATURE OF OPERATIONS (continued)

          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 is 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.  EMCO, a
          Delaware corporation, is a wealth management firm based in
          New York City.  Since 1921, EMCO professionals have assisted
          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 is 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).

          On December 17, 1998, the Company acquired 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., and
          Equity Insurance Administrators, 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


                                - 31 -

<PAGE>
<PAGE>

                   UNIFIED FINANCIAL SERVICES, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1998 AND 1997
                      --------------------------


Note 1 -  NATURE OF OPERATIONS (continued)

          writes insurance products for primarily niche areas in the
          insurance marketplace that are considered more "non-
          standard," representing a higher risk of insured.  The
          acquisition is accounted for under the pooling-of-interests
          method of accounting.  In connection with the acquisition,
          the Company issued 241,745 shares of Common Stock in
          exchange for all of the capital stock of Equity
          Underwriting.  Equity Insurance Managers, Inc. ("EIM") and
          Equity Insurance Managers, Inc. of Illinois ("EIM of Ill")
          are licensed Managing General Agencies operating as a
          wholesaler/broker of property and casualty insurance
          products in Kentucky, Illinois, Tennessee, Virginia, West
          Virginia, Ohio and Indiana.  EIM and EIM of Ill operate as
          managing general agents between a number of admitted as well
          as Excess and Surplus Line insurance companies with over
          2,200 independent producers.  21st Century Claims Service,
          Inc., a Kentucky Corporation ("21st Century") conducts
          business as a claim adjusting service company operating as a
          third party administrator for various insurance companies in
          the private passenger and commercial trucking lines.  Equity
          Insurance Administrators, Inc., a Kentucky Corporation
          ("EIA"), was incorporated in 1997 for the purpose of
          performing administrative services on a contractual basis
          for property and casualty insurance carriers.

          Effective December 17, 1998, the Company acquired
          Commonwealth Premium Finance Corporation, a Kentucky
          corporation headquartered in Lexington, Kentucky ("CPFC").
          CPFC is a premium finance company as governed by the laws
          under Subtitle 30 of the Commonwealth of Kentucky Insurance
          Code.  CPFC is licensed under applicable governing
          regulations in the states of Kentucky, Tennessee, Illinois
          and Ohio and conducts business in West Virginia and Indiana,
          which do not require licensing of premium finance companies.
          CPFC provides financing for the payment of premiums on
          insurance coverage placed by Equity Underwriting.  The
          acquisition was accounted for under the pooling-of-interests
          method of accounting.  In connection with the acquisition,
          the Company issued 12,800 shares of Common Stock in exchange
          for all of the capital stock of CPFC.

          Effective December 22, 1998, the Company acquired 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.  The
          acquisition is accounted for under the pooling-of-interests
          method of accounting. In connection with the acquisition,
          the Company issued 7,500 shares of Common Stock in exchange
          for all of the capital stock of Strategic.



                                - 32 -
<PAGE>
<PAGE>

                   UNIFIED FINANCIAL SERVICES, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1998 AND 1997
                      --------------------------


Note 1 -  NATURE OF OPERATIONS (continued)

          Effective December 31, 1998, the Company acquired 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 support through AFSI, a NASD
          broker-dealer registered in all 50 states.  As of
          December 31, 1998, AmeriPrime serviced 35 mutual funds
          consisting of over $500 million in assets.  The acquisition
          is accounted for under the pooling-of-interests method of
          accounting.  In connection with the acquisition, the Company
          issued 410,000 shares of Common Stock in exchange for all of
          the capital stock of AmeriPrime.

          Effective in January 1998, Unified Holdings, Inc. name was
          changed to Unified Financial Services, Inc.; Unified
          Advisers, Inc. name was changed to Unified Fund Services,
          Inc.; and Vintage Advisers Inc. name was changed to Unified
          Investment Advisers, Inc.

Note 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

          Basis of Presentation
          ---------------------
          The consolidated financial statements include the accounts
          of the Company, Management, Services, Health Financial,
          Lexington, Benefit Resources, Advisers, Unified Internet
          Services, EMCO, Fiduciary Counsel, Equity Insurance, CPFC,
          Strategic and AmeriPrime.  All significant intercompany
          transactions and balance between the Company and its
          subsidiaries have been eliminated.

          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 pursuant to the equity
          method of accounting.  Advisers reported gross revenue for
          the four months (Advisers' fiscal year end was 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).

          Effective March 10, 1998, the Company acquired Benefit
          Planners in a transaction accounted for under the pooling-
          of-interests method of accounting.  In connection with such
          acquisition, the Company issued 12,000 shares of Common
          Stock.


                                - 33 -
<PAGE>
<PAGE>

                   UNIFIED FINANCIAL SERVICES, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1998 AND 1997
                      --------------------------


Note 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

          Effective August 21, 1998, the Company acquired EMCO in a
          transaction accounted for under the pooling-of-interests
          method of accounting.  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.  In connection with such acquisition,
          the Company issued 36,110 shares of Common Stock and paid
          $800,835 in cash.  The results of operations of Fiduciary
          Counsel have been included in the Company's consolidated
          financial statements since its date of acquisition.

          Effective December 17, 1998, the Company acquired Equity
          Underwriting in a transaction accounted for under the
          pooling-of-interests method of accounting.  In connection
          with such acquisition, the Company issued 241,745 shares of
          Common Stock.

          Effective December 17, 1998, the Company acquired CPFC in a
          transaction accounted for under the pooling-of-interests
          method of accounting.  In connection with such acquisition,
          the Company issued 12,800 shares of Common Stock.

          Effective December 22, 1998, the Company acquired Strategic
          in a transaction accounted for under the pooling-of-
          interests method of accounting.  In connection with such
          acquisition, the Company issued 7,500 shares of Common
          Stock.

          Effective December 31, 1998, the Company acquired AmeriPrime
          in a transaction accounted for under the pooling-of-
          interests method of accounting.  In connection with such
          acquisition, the Company issued 410,000 shares of Common
          Stock.

          The Consolidated Financial Statements give retroactive
          effect to the pooling-of-interests transactions and, as a
          result, the Consolidated Statements of Financial Condition,
          Statements of Operations, Statements of Comprehensive
          Income, Statements of Changes in Stockholders' Equity and
          Statements of Cash Flows are presented as if the combining
          companies have been consolidated for all periods presented.
          As required by generally accepted accounting principles, the
          Consolidated Financial Statements become the historical
          consolidated financial statements upon issuance of the
          financial statements for the periods that include the date
          of the transaction.  The Consolidated Statements of Changes
          in Stockholders' Equity reflect the accounts for the Company
          as if the Common Stock issued in the pooling-of-interests
          transactions had been outstanding during all periods
          presented.  The Consolidated Financial Statements, including
          the notes thereto, should be read in conjunction with the
          historical consolidated financial statements of the Company.



                                - 34 -
<PAGE>
<PAGE>

                   UNIFIED FINANCIAL SERVICES, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1998 AND 1997
                      --------------------------


Note 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

          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 administration 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 financial services
          portion of the investment administration operation provides
          administrative services to investment companies and separate
          accounts.  Revenue is recorded as it is earned each 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. For the
          insurance operations, commission income and expense are
          recorded on the effective date of each policy; return
          commissions are recorded when a policy cancellation occurs.
          All other revenue is recorded as earned.

          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
          mutual funds (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 Statements 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 of 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 $96,000,000 of trust assets
          under management.

          Income Taxes
          ------------
          The Company files consolidated federal and state income tax
          returns with its subsidiaries.  Subsequent to its
          acquisition by the Company, each of Benefit Planners, EMCO,
          Strategic, Equity Insurance, CPFC and AmeriPrime will be
          included in the consolidated tax returns of the Company,
          which uses the accrual method of tax and accounting
          reporting.



                                - 35 -
<PAGE>
<PAGE>

                   UNIFIED FINANCIAL SERVICES, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1998 AND 1997
                      --------------------------


Note 2 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

          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.

          Other Non-Current Assets
          ------------------------
          Included in other non-current assets are intangible assets
          for non-compete covenants, the value of acquired companies'
          names and the present value of building leases below fair
          market value.  For financial reporting basis, these assets
          are amortized on a straight-line basis over a three-, eight-
          or fifteen-year period.

          Goodwill
          --------
          The Company in acquiring certain businesses acquired
          goodwill.  The Company has determined the value of the
          goodwill.  The value of the goodwill is amortized over the
          estimated economic lives on a straight-line basis over a
          period of 10 to 15 years for financial reporting basis.  For
          tax purposes, goodwill is amortized on a straight-line basis
          over 15 years.

          Organization Cost
          -----------------
          Cost related to the organization of the various operations
          have been capitalized and amortized over a sixty-month
          period on a straight-line basis.

          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.


                                - 36 -
<PAGE>
<PAGE>

                   UNIFIED FINANCIAL SERVICES, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1998 AND 1997
                      --------------------------


Note 3 -  PROPOSED ACQUISITIONS

          On October 16, 1998, Unified entered into an agreement to
          acquire Commonwealth Investment Services, Inc., a Kentucky
          corporation that is 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 ("CPAs").  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 December 31, 1998, Commonwealth
          Investment reported total assets of $61,696 and
          shareholder's equity of $39,157.

          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.  Fully Armed Productions provides
          creative and technological services for the television,
          radio and internet industries through its specialty
          production capabilities.  Fully Armed Productions performs
          videography, programming and production services for NBC,
          ESPN and numerous cable, satellite and television stations,
          including services for the past two Olympic games.  The
          acquisition is intended to be accounted for pursuant to the
          pooling-of-interests method of accounting.

          On January 1, 1999, Unified and M. Wilson & Associates,
          Inc., a Kentucky corporation headquartered in Lexington,
          Kentucky ("M. Wilson & Associates"), agreed to the terms of
          a transaction whereby Equity Underwriting Group, Inc., a
          wholly owned subsidiary of Unified, would acquire all of the
          capital stock of M. Wilson & Associates in exchange for
          3,636 shares of Common Stock.  M. Wilson & Associates is a
          claim processing and management company that has experience
          in handling liability, property and workers compensation
          claims for a self-insured trust fund.  M. Wilson &
          Associates processes claims for an occupational accident
          program for independent truckers.  M. Wilson & Associates
          does statewide property adjusting for Kentucky risk and
          insurance service division and property adjusting for the
          Fair Plan of Louisville, Kentucky.  The acquisition is
          intended to be accounted for pursuant to the pooling-of-
          interests method of accounting.  As of December 31, 1998,
          M. Wilson & Associates reported total assets of $3,308 and
          shareholder's equity of $3,308.




                                - 37 -
<PAGE>
<PAGE>

                   UNIFIED FINANCIAL SERVICES, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1998 AND 1997
                      --------------------------


Note 3 -  PROPOSED ACQUISITIONS (continued)

          The Company has filed the required applications with the
          Office of Thrift Supervision with respect to the organization
          by the Company of a federal savings bank (the "Savings Bank")
          which would be headquartered in Lexington, Kentucky.  The
          Company expects to commence operations of the Savings Bank
          during the third quarter of 1999, subject to the receipt of
          the required regulatory approvals and the issuance of a charter.

Note 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.

          As of December 31, 1998, the Board of Directors of the
          Company had granted options to acquire 37,526 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 per share
               (b)  20,051 shares at $27.50 per share
               (c)  10,675 shares at $40 per share

          Of such options, 36,226 are intended to qualify as incentive
          stock options pursuant to Section 422 of the Internal
          Revenue Code of 1986, as amended.

Note 5 -  FINANCING AND CAPITAL LEASES OBLIGATIONS

          Unified and subsidiaries have obtained financing via
          borrowings from banks and former owners of companies
          acquired via line of credit and asset-based financing
          including capitalized leases obligations.  The Company has
          obtained bank financing totaling a maximum borrowing
          capacity of Five Hundred Thousand Dollars ($500,000) for the


                                - 38 -
<PAGE>
<PAGE>

                   UNIFIED FINANCIAL SERVICES, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1998 AND 1997
                      --------------------------


Note 5 -  FINANCING AND CAPITAL LEASES OBLIGATIONS (continued)

          purpose of purchasing various communication and computer
          hardware and software to support operating needs.  As of
          December 31, 1998, the amount outstanding under this credit
          facility was $321,576, of which $30,719 is the current
          portion.  The financing converts to a four-year term loan
          payable in equal monthly principal payments plus interest at
          0.5% above the bank's prime rate.  Property, supplies,
          inventory and intangible assets of the Company are security
          for this financing.  Fiduciary Counsel leases both computer
          and office equipment under capital leases.  The economic
          substance of the leases is that Fiduciary Counsel is
          financing the acquisition through the leases and, according,
          Fiduciary Counsel recorded the assets and liabilities.  The
          current portion of the long-term capital lease obligations
          is $35,452 and the long-term portion is $35,409.  CPFC has a
          bank note payable consisting of a revolving line of credit
          with a bank in the amount of $2,000,000 of which $1,350,000
          was drawn, leaving $650,000 at December 31, 1998.  The
          interest at prime on the loan is payable monthly.  The loan
          is secured by contracts receivable and guaranteed and due
          June 18, 1999. EIM has a $400,000 revolving line of credit
          with a bank, which was fully drawn as of December 31, 1998
          and 1997.  Interest is at prime. The loan is secured by all
          company assets and is payable on June 30, 1999.  Equity
          Underwriting has a $1,250,000 bank loan with a maturity date
          of January 20, 2001. The interest at prime on the loan is
          payable monthly.  Equity Underwriting has a $1,800,000 bank
          loan with a maturity date of January 30, 1999 that was
          extended to June 30, 1999. The interest on the loan is at
          prime.  21st Century has a $200,000 revolving line of credit
          with a bank, $160,004 was outstanding as of December 31,
          1998 and it was fully drawn at December 31, 1997.

          The loan is a five-year loan payable in equal monthly
          installments with interest at prime and a balloon payment
          due January 31, 1999, which was extended until June 30, 1999
          to allow refinancing.  The loan is secured by all assets of
          21st Century and is guaranteed by EIM.  EIM of Ill has a
          note payable due to the former owner of the agency, which
          was purchased by Equity Underwriting on December 31, 1996.
          The note is payable in six annual installments of $150,952
          beginning January 1, 1998.  The interest rate is prime plus
          1% (9.25%) as of the purchase date.  In addition, EIM of Ill
          has a $50,000 line of credit.  The long-term debt maturity
          follows:
<TABLE>
<CAPTION>
          Year ended December 31,               Amount
          -----------------------               ------
          <S>                                  <C>
                   1999                        $ 95,889
                   2000                         104,998
                   2001                         114,973
                   2002                         125,896
                   2003                         137,855
                                               --------
                   Total                       $579,611
                                               ========
</TABLE>


                                - 39 -


<PAGE>
<PAGE>

                   UNIFIED FINANCIAL SERVICES, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1998 AND 1997
                      --------------------------


Note 5 -  FINANCING AND CAPITAL LEASES OBLIGATIONS (continued)

          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 December 31, 1998:
<TABLE>
<CAPTION>
          For the years ended December 31,                Amount
          --------------------------------                ------
          <S>                                            <C>
                   1999                                  $62,112
                   2000                                   30,021
                   2001                                    7,632
                                                         -------
                   Subtotal                               99,765
                   Less: amount representing interest      9,908
                                                         -------
                   Net present value                     $89,857
                                                         =======
</TABLE>

          The Company acquired equipment through capital lease
          obligations in the amount of $0 and $139,929 during the
          years ended December 31, 1998 and 1997, respectively.

Note 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 Services and
          Management based on estimated usage.  The Company also
          maintains administrative offices at the corporate offices of
          Lexington, Health Financial and Benefit Planners, each of
          which is located at 2353 Alexandria Drive, Suite 100,
          Lexington, Kentucky.

          The aggregate minimum rental commitments required under
          operating leases for office space and equipment at
          December 31, 1998 for all operations were as follows:
<TABLE>
<CAPTION>
          For the years ended December 31,        Lease commitments
          --------------------------------        -----------------
          <S>                                     <C>
                   1999                               $  898,925
                   2000                                  859,306
                   2001                                  858,513
                   2002                                  629,291
                   Thereafter                          1,227,224
                                                      ----------
                   Total                              $4,473,259
                                                      ==========
</TABLE>

          Total rental expense was $704,977 and $474,854 for the years
          ended December 31, 1998 and 1997, respectively.



                                - 40 -
<PAGE>
<PAGE>

                   UNIFIED FINANCIAL SERVICES, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1998 AND 1997
                      --------------------------


Note 6 -  COMMITMENTS AND CONTINGENCIES (continued)

          The Company is a party to various lawsuits, claims and other
          legal actions arising in the ordinary course of business.
          In the opinion of management, all such matters are without
          merit or are of such kind, or involve such amounts, that
          unfavorable disposition would not have a material adverse
          effect on the Company's financial position or results of its
          operations for the years ended December 31, 1998 and 1997.

Note 7 -  EMPLOYEE BENEFIT PLANS

          Unified and subsidiaries provide a defined contribution
          retirement plan which covers substantially all employees.
          The Board of Directors determines contributions to the plan.
          For 1998, the Board of Directors made contributions to the
          plan in the amount of $10,851.

          The Company also maintains a 401(k) plan as part of the
          defined contribution retirement plan.  The plan includes a
          matching for funds contributed into the Unified family of
          mutual funds.  The Company will match the employee's
          contribution up to fifty percent of the first six percent of
          the employee's pre-tax contribution.

Note 8 -  CASH SEGREGATED UNDER FEDERAL REGULATION AND
          NET CAPITAL REQUIREMENTS FOR MANAGEMENT AND AFSI

          Management and AFSI are subject to the Securities and
          Exchange Commission's (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 for Management and $5,000 for AFSI, whichever is
          greater, and a ratio of aggregate indebtedness to net
          capital of not more than 15 to 1.  At December 31, 1998,
          Management had net capital of $548,703, which was $498,703
          in excess of its required net capital of $50,000 and a ratio
          of aggregate indebtedness to net capital of 0.51 to 1. At
          December 31, 1998, AFSI had net capital of $160,895, which
          was $155,895 in excess of its required net capital of
          $5,000, and a ratio of aggregate indebtedness to net capital
          of 0 to 1.

          Pursuant to Rule 15c3-3 as promulgated by the SEC,
          Management and AFSI calculate their reserve requirement and
          segregate cash and/or securities for the exclusive benefit
          of their customers on a periodic basis.  The reserve
          requirement calculated by Management and AFSI were $0 at
          December 31, 1998.  Balances segregated in excess of reserve
          requirements are not restricted.


                                - 41 -


<PAGE>
<PAGE>

                   UNIFIED FINANCIAL SERVICES, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1998 AND 1997
                      --------------------------


Note 9 -  COMMON AND PREFERRED STOCK

          Common Stock:

          Acquisitions
          ------------
          The Company has 10,000,000 authorized shares of Common
          Stock.  In connection with the acquisitions consummated
          during 1998, the Company issued shares of Common Stock, as
          reflected in Note 1 of the notes to the consolidated
          financial statements.  The shares issued by acquisition
          follow:

               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
               Equity Insurance     December 17, 1998          241,745
               CPFC                 December 17, 1998           12,800
               Strategic            December 22, 1998            7,500
               AmeriPrime           December 31, 1998          410,000

          Private Placement Offerings:
          ----------------------------
          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 in the private placement were
          offered at a price of $27.50 per share.  All shares of
          Common Stock offered were sold by the Company 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 December 31, 1998, the Company issued
          440,738 shares of Common Stock pursuant to such offering.
          Brokerage fees of $772,000 were paid to Unified Management
          Corporation in connection with the private placement offering,
          which amount is inclusive of $140,000 paid to external brokerage
          firms. The securities offered and sold in this private
          placement will not be and have not been registered under the
          Securities Act of 1933, as amended, and may not be offered
          or sold in the United States absent registration or an
          applicable exemption from registration requirements.

          Effective December 10, 1998, the Company commenced a private
          placement offering to sell a maximum of 1,750,000 shares of
          Common Stock.  The first 1,250,000 shares are being offered
          at a price of $40.00 per share and, upon acceptance by the
          Company of subscriptions for such 1,250,000 shares, the
          remaining 500,000 shares will be offered at a price of
          $50.00 per share.  All shares of Common Stock are being
          offered by the Company on a best efforts basis.  There is no
          public market for any securities of the Company.  There can
          be no assurance that a market will develop in the future.
          The offering will terminate on the earlier occurrence of
          (1) subscription for 1,750,000 shares have been accepted; or
          (2) September 31, 1999; provided, however, the Company


                              - 42 -

<PAGE>
<PAGE>

                   UNIFIED FINANCIAL SERVICES, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1998 AND 1997
                      --------------------------


Note 9 -  COMMON AND PREFERRED STOCK (continued)

          reserves the right either to extend the offering or to
          terminate it at any time, without notice, but in no event
          may the term of the offering be extended beyond December 31,
          1999. The securities offered and sold in this private
          placement will not be and have not been registered under the
          Securities Act of 1933, as amended, and may not be offered
          or sold in the United States absent registration or an
          applicable exemption from registration requirements.

          Preferred Stock:
          ----------------
          As of December 31, 1998, the total preferred shares
          authorized for the Company was 1,000,000 with a par value of
          $.01 per share of which 102,100 shares were designated at
          December 31, 1998 as follows:

<TABLE>
<CAPTION>
                       SHARES                 SHARES         SHARES         STATED         PAR
                     DESIGNATED               ISSUED       OUTSTANDING      VALUE         VALUE
                     ----------               ------       -----------      ------        -----
               <S>                            <C>          <C>              <C>           <C>
               Preferred Stock Series C:

                       2,100                  2,100          1,672           $100         $0.01

               Preferred Stock Series D:

                     100,000                    -0-            -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 December 31, 1998, 428 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 Convertible 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.



                              - 43 -

<PAGE>
<PAGE>

                   UNIFIED FINANCIAL SERVICES, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1998 AND 1997
                      --------------------------


Note 9 -  COMMON AND PREFERRED STOCK (continued)

          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.

Note 10 - RELATED PARTY TRANSACTIONS

          CPFC employees are paid through the EIM payroll system,
          which serves as a common paymaster.  CPFC's employees are
          eligible for all benefits that EIM offers, although these
          benefits are paid for by CPFC.  As of December 31, 1998,
          CPFC's balance in unfunded contracts payable of $448,040 was
          owed to EIM for the amount due on the insurance policy
          premiums that EIM and EIM of Ill sold and CPFC financed.  At
          December 31, 1998 and 1997, EUG had $421,992 and $201,132,
          respectively, receivable from CPFC.  CPFC also owed EIM
          $21,911 and $32,823 for various expenses paid by EIM in 1998
          and 1997, respectively.  EUG paid various expenditures on
          behalf of 21st Century throughout 1998 and 1997.  EUG had
          $318,129 and $147,333 due from 21st Century as of
          December 31, 1998 and 1997, respectively.  EUG paid various
          expenditures on behalf of EIA throughout 1998 and 1997.  EUG
          had $202,728 and $108,897 due from EIA as of December 31,
          1998 and 1997, respectively.

Note 11 - INCOME TAXES

          Consolidated net operating loss carryforwards at
          December 31, 1998 amounted to approximately $13,100,000,
          expiring through 2008.

          Consolidated State of Indiana net operating loss
          carryforwards at December 31, 1998 amounted to approximately
          $12,100,000, expiring through 2008.

          The Company utilized approximately $800,000 and $790,000 of
          net operating loss carryforwards during 1998 and 1997,
          respectively, to reduce current consolidated income tax
          expense to zero.

          The Company records deferred income taxes in accordance with
          Financial Accounting Standard ("FAS") No. 109.  The deferred
          tax liability in the consolidated financial statements as of
          December 31, 1998 and 1997 were as follows:

                                               1998           1997
                                               ----           ----
            Deferred tax assets              $(51,062)      $(35,700)
            Deferred tax liability             90,318        183,924
                                             --------       --------
               Net deferred tax liability    $ 39,256       $148,224
                                             ========       ========



                              - 44 -

<PAGE>
<PAGE>

                   UNIFIED FINANCIAL SERVICES, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1998 AND 1997
                      --------------------------


Note 11 - INCOME TAXES (continued)

          The components of income tax expense for the year ended
          December 31 were as follows:

                                                         1998           1997
                                                         ----           ----
            Current income tax
               Federal                                 $ 62,848      $  35,708
               State and local                            7,433         10,976
                                                       --------      ---------
                  Total current                          70,281         46,684
                                                       --------      ---------
            Deferred income tax
               Federal                                   19,080       (426,237)
               State and local                           61,097          2,700
                                                       --------      ---------
                  Total deferred                         80,177       (423,537)
                                                       --------      ---------

                  Total income tax                     $150,458      $(376,853)
                                                       ========      =========


Note 12 - FAIR VALUE OF FINANCIAL INSTRUMENTS

          The following table presents the carrying amounts and
          estimated fair value of the Company's financial instruments
          at December 31, 1998 and 1997.  FAS No. 107, Disclosures
          about Fair Value of Financial Instruments, defines the fair
          value of a financial instrument as the amount at which the
          instrument could be exchanged in a current transaction
          between willing parties.

<TABLE>
<CAPTION>
                                             1998                     1997
                                     ---------------------     -------------------
                                     CARRYING      FAIR        CARRYING    FAIR
          ($ IN THOUSANDS)            AMOUNT       VALUE        AMOUNT     VALUE
                                      ------       -----        ------     -----
          <S>                        <C>         <C>           <C>        <C>
          Financial assets
             Cash and cash
               equivalents           $10,342.5   $10,342.5     $2,566.4   $2,566.4
             Investment in:
               Debt securities           494.4       494.4        150.2      150.2
               Mutual funds              231.7       231.7        707.9      707.9
               Affiliates                565.6       565.6        751.4      751.4
             Notes receivable              -           -            8.1        8.1
             Receivables (trade)       8,873.9     8,873.9      6,437.9    6,437.9
             Prepaid and sundry          230.0       230.0        132.1      132.1

          Financial assets
             Current liabilities      14,502.7    14,502.7      9,264.4    9,264.4
             Capital lease obligation     37.1        37.1         79.1       79.1
             Long-term debt            2,024.6     2,024.6      1,282.1    1,282.1
</TABLE>


                              - 45 -

<PAGE>
<PAGE>

                   UNIFIED FINANCIAL SERVICES, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1998 AND 1997
                      --------------------------


Note 13 - DISCLOSURES ABOUT REPORTING SEGMENTS

          The Company has five reportable segments: brokerage,
          financial services administration, investment advisory,
          insurance brokerage, and all other.  The brokerage segment
          provides services of a broker-dealer.  The financial
          services administration provides transfer agency, fund
          accounting, administrative and start-up services for mutual
          funds.  In addition, it provides retirement plan consultation
          and plan administration to pension plans. Investment advisory
          provides asset management services to pension plans, foundations
          and mutual funds.  Insurance brokerage provides specialty insurance
          products.  All other represents activities not categorized as a
          separate segment.

          The accounting policies of the segments are the same as
          those described in the summary of significant accounting
          policies.  The Company evaluates performance based on profit
          or loss from operations before income taxes not including
          recurring gains and losses.

          The Company's reportable segments are strategic business
          units that offer different products and services.  They are
          managed separately because each business requires different
          technology and marketing strategies.  Most of the businesses
          were acquired as a unit and the management at the time of
          the acquisition was retained.  Reportable Segment Profit of
          Loss, Segment Assets are as follows for the years ended
          December 31, 1998 and 1997:

<TABLE>
<CAPTION>
                    ($ IN THOUSANDS)                                 1998               1997
                                                                     ----               ----
            <S>                                                   <C>                <C>
            Revenues
               Brokerage                                          $ 4,736.6          $ 2,874.5
               Financial services administration                    4,467.9            3,836.2
               Investment advisory                                  3,564.8            2,004.9
               Insurance brokerage                                  9,516.7            9,832.1
               Other                                                  685.9              701.5
                                                                  ---------          ---------
                  Total                                           $22,971.9          $19,249.2
                                                                  =========          =========
            Gross Margin
               Brokerage                                          $ 1,647.5          $ 1,001.1
               Financial services administration                    3,725.6            3,265.1
               Investment advisory                                  3,492.7            1,949.7
               Insurance brokerage                                  4,931.4            5,090.3
               Other                                                  685.9              572.8
                                                                  ---------          ---------
                  Total                                           $14,483.1          $11,879.0
                                                                  =========          =========
            Total Assets
               Brokerage                                          $ 1,250.1          $   942.7
               Financial services administration                    4,923.4            4,413.2
               Investment advisory                                  4,134.2            1,050.9
               Insurance brokerage                                  9,144.5            6,783.0
               Other                                                7,243.7            1,010.6
                                                                  ---------          ---------
                  Total                                           $26,695.9          $14,200.4
                                                                  =========          =========

                              - 46 -

<PAGE>
<PAGE>
<CAPTION>
                   UNIFIED FINANCIAL SERVICES, INC.
              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      DECEMBER 31, 1998 AND 1997
                      --------------------------


Note 13 - DISCLOSURES ABOUT REPORTING SEGMENTS (continued)

            <S>                                                   <C>                <C>
            Capital expenditures
               Brokerage                                          $    38.5          $   140.0
               Financial services administration                      190.9              708.0
               Investment advisory                                     69.1               71.8
               Insurance brokerage                                    145.1              343.5
               Other                                                   55.6              (60.3)
                                                                  ---------          ---------
                  Total                                           $   499.2          $ 1,203.0
                                                                  =========          =========
            Depreciation and amortization
               Brokerage                                          $    23.9          $     4.6
               Financial services administration                      230.7              336.0
               Investment advisory                                    146.3               19.3
               Insurance brokerage                                    199.9              296.6
               Other                                                   (2.9)             145.7
                                                                  ---------          ---------
                  Total                                           $   597.9          $   802.2
                                                                  =========          =========
</TABLE>


                              - 47 -



<PAGE>
<PAGE>

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
         ---------------------------------------------------------------
         FINANCIAL DISCLOSURE
         --------------------

     Not applicable.

                               PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
         -------------------------------------------------------------
         COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
         -------------------------------------------------

     Information regarding the Company's directors is contained in the
Company's Proxy Statement for the 1999 Annual Meeting of Stockholders under
the caption "Proposal 1:  Election of Directors" and is incorporated herein
by reference.  Information regarding the Company's executive officers is
contained in this report under Item 4A--"Executive Officers of the
Registrant" and is incorporated herein by reference.

     Information regarding compliance with Section 16(a) of the
Securities Exchange Act of 1934, as amended, is included in the Company's
Proxy Statement for the 1999 Annual Meeting of Stockholders under the
caption "Section 16(a) Beneficial Ownership Reporting Compliance," and is
incorporated herein by reference.

ITEM 10.  EXECUTIVE COMPENSATION
          ----------------------

     Information regarding executive compensation is contained in the
Company's Proxy Statement for the 1999 Annual Meeting of Stockholders under
the captions "Board of Directors and Committees" and "Compensation of
Executive Officers," and is incorporated herein by reference.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
          --------------------------------------------------------------

     Information regarding security ownership of certain beneficial
owners and management is contained in the Company's Proxy Statement for the
1999 Annual Meeting of Stockholders under the caption "Security Ownership
of Certain Beneficial Owners and Management," and is incorporated herein by
reference.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
          ----------------------------------------------

     Information regarding certain relationships and related transactions
is contained in the Company's Proxy Statement for the 1999 Annual Meeting
of Stockholders under the captions "Certain Relationships and Related
Transactions" and "Board of Directors and Committees," and is incorporated
herein by reference.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K
          --------------------------------

(a)  Exhibits:

     See Exhibit Index on pages 52-56 hereto.


                                - 48 -
<PAGE>
<PAGE>

(b)  Reports on Form 8-K.

     During the three months ended December 31, 1998, the Company filed
     the following Current Reports on Form 8-K:

     (i)  Current Report on Form 8-K, dated October 16, 1998 and filed
          on November 5, 1998, reported items 5 and 7; and

     (ii) Current Report on Form 8-K, dated December 17, 1998 and filed
          on December 23, 1998, reported items 2 and 7.  An amendment to
          this Form 8-K/A was filed on February 19, 1999 to file the
          following financial statements:  (A) for each of Equity
          Underwriting Group, Inc. and AmeriPrime Financial Services,
          Inc.:  Audited Consolidated Statements of Financial Condition
          as of December 31, 1997 and 1996, Audited Consolidated
          Statements of Operations, Audited Consolidated Statements of
          Cash Flows and Audited Consolidated Statements of Changes in
          Stockholders' Equity, each for the years ended December 31,
          1997 and 1996, Unaudited Consolidated Balance Sheet as of
          September 30, 1998, Unaudited Consolidated Statements of
          Operations and Unaudited Consolidated Statements of Cash
          Flows, each for the nine months ended September 30, 1998 and
          1997; and (B) pro forma financial information for the Company,
          including:  Pro Forma Consolidating Balance Sheet as of
          September 30, 1998, Pro Forma Consolidating Statements of
          Income for the nine months ended September 30, 1998 and 1997
          and for the years ended December 31, 1997 and 1996.








                                - 49 -


<PAGE>
<PAGE>

                                SIGNATURES

     In accordance with Section 13 or 15(d) of the Securities Exchange
Act of 1934, as amended, the Registrant caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized as of the 25th day
of March 1999.

                         UNIFIED FINANCIAL SERVICES, INC.
                         (Registrant)


                         By /s/ Timothy L. Ashburn
                           -------------------------------------------
                            Timothy L. Ashburn, Chairman of the Board,
                            President and Chief Executive Officer



                            POWER OF ATTORNEY

     We, the undersigned officers and directors of Unified Financial
Services, Inc., hereby severally and individually constitute and appoint
Timothy L. Ashburn and Thomas G. Napurano, and each of them, the true and
lawful attorneys and agents of each of us to execute in the name, place and
stead of each of us (individually and in any capacity stated below) any and
all amendments to this Annual Report on Form 10-KSB and all instruments
necessary or advisable in connection therewith and to file the same with
the Securities and Exchange Commission, each of said attorneys and agents
to have the power to act with or without the others and to have full power
and authority to do and perform in the name and on behalf of each of the
undersigned every act whatsoever necessary or advisable to be done in the
premises as fully and to all intents and purposes as any of the undersigned
might or could do in person, and we hereby ratify and confirm our
signatures as they may be signed by our said attorneys and agents or each
of them to any and all such amendments and instruments.

     In accordance with the Securities Exchange Act of 1934, as amended,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
      Signature                       Title                         Date

<C>                         <S>                                <C>

/s/ Timothy L. Ashburn      Chairman of the Board, President   March 25, 1999
--------------------------  and Chief Executive Officer
Timothy L. Ashburn



/s/ Lynn E. Wood            Director                           March 25, 1999
--------------------------
Lynn E. Wood



/s/ Thomas G. Napurano      Executive Vice President,          March 25, 1999
--------------------------  Chief Financial Officer
Thomas G. Napurano          and Director


                                - 50 -
<PAGE>
<PAGE>


/s/ Weaver H. Gaines        Director                           March 25, 1999
--------------------------
Weaver H. Gaines



/s/ Jack R. Orben           Director                           March 25, 1999
--------------------------
Jack R. Orben



/s/ Dr. Gregory W. Kasten   Director                           March 25, 1999
--------------------------
Dr. Gregory W. Kasten



/s/ John R. Owens           Director                           March 25, 1999
--------------------------
John R. Owens

</TABLE>


                                - 51 -

<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 Form 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, filed as Exhibit 4.2 to the Company's Quarterly
             Report on Form 10-QSB for the quarter ended September 30,
             1998, is incorporated herein by reference.

  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.



                                - 52 -
<PAGE>
<PAGE>

  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.<F*>

  10.8       Employment Agreement dated as of December 16, 1998 by and
             between Equity Underwriting Group, Inc. and John R.
             Owens.<F*>

  10.9       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.

  10.10      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.

  10.11      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.

  10.12      Agreement and Plan of Merger, dated as of 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 21, 1998, is incorporated herein by
             reference.

  10.13      Agreement and Plan of Merger, dated as of 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 October 16,
             1998, is incorporated herein by reference.



                                - 53 -
<PAGE>
<PAGE>

  10.14      Agreement and Plan of Merger, dated as of 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 October 16,
             1998, is incorporated herein by reference.

  10.15      First Amendment to Agreement and Plan of Merger, dated
             as of December 14, 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
             December 17, 1998, is incorporated herein by reference.

  10.16      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.<F*>

  10.17      Loan Agreement, dated as of October 18, 1996, by and
             among Commonwealth Premium Finance Corporation, John R.
             Owens, William W. Davis, Jr., D. Richard Meyer and Bank
             One, Kentucky, NA.

  10.18      Security Agreement, dated as of October 18, 1996, by and
             between Commonwealth Premium Finance Corporation and Bank
             One, Kentucky, NA.

  10.19      First Amendment to Loan Agreement, dated as of December
             17, 1996, by and among Commonwealth Premium Finance
             Corporation, John R. Owens, William W. Davis, Jr., D.
             Richard Meyer and Bank One, Kentucky, NA.

  10.20      Second Amendment to Loan Agreement, dated as of August 4,
             1997, by and between Commonwealth Premium Finance
             Corporation, John R. Owens, William W. Davis, Jr., D. Richard
             Meyer and Bank One, Kentucky, NA.

  10.21      Third Amendment to Loan Agreement, dated as of July 23,
             1998, by and among Commonwealth Premium Finance
             Corporation, John R. Owens, D. Richard Meyer and Bank
             One, Kentucky, NA.

  10.22      Renewed Revolving Credit Note, dated as of June 18, 1998,
             issued by Commonwealth Premium  Finance Corporation in
             favor of Bank One, Kentucky, NA.

  10.23      Fourth Amendment to Loan Agreement, dated as of February
             25, 1999, by and among Commonwealth Premium Finance
             Corporation, the Company and Bank One, Kentucky, NA.

  10.24      Guaranty of Payment and Performance, dated February 25, 1999,
             by the Company.



                                - 54 -

<PAGE>
<PAGE>

  10.25      Stock Pledge and Security Agreement, dated as of February
             25, 1999, by and among the Company and Bank One,
             Kentucky, NA.

  10.26      Loan Agreement, dated as of January 20, 1998, by and
             among Equity Underwriting Group, Inc., Equity Insurance
             Managers, Inc., 21st Century Claim Service, Inc., John R.
             Owens, D. Richard Meyer and Bank One, Kentucky, NA.

  10.27      Guaranty of Payment and Performance, dated as of December 30,
             1997, by Equity Insurance Managers, Inc.

  10.28      Security Agreement, dated as of January 20, 1998, by and
             between Equity Underwriting Group, Inc. and Bank One,
             Kentucky, NA.

  10.29      Security Agreement, dated as of January 20, 1998, by and
             between Equity Insurance Managers, Inc. and Bank One,
             Kentucky, NA.

  10.30      Security Agreement, dated as of December 30, 1997, by and
             between 21st Century Claim Service, Inc. and Bank One,
             Kentucky, NA.

  10.31      First Amendment to Loan Agreement, dated as of July 23,
             1998, by and among Equity Underwriting Group, Inc.,
             Equity Insurance Managers, Inc., 21st Century Claim Service,
             Inc., John R. Owens, D. Richard Meyer and Bank One,
             Kentucky, NA.

  10.32      Amended and Restated Revolving Credit Note, dated as of
             July 23, 1998, issued by Equity Insurance Managers, Inc. in
             favor of Bank One, Kentucky, NA.

  10.33      Second Amendment to Loan Agreement, dated as of February
             25, 1999, by and among Equity Underwriting Group, Inc.,
             Equity Insurance Managers, Inc., 21st Century Claim
             Service, Inc., the Company and Bank One, Kentucky, NA.

  10.34      Amended and Restated Term Note, dated as of February 25,
             1999, issued by Equity Underwriting Group, Inc. and
             Equity Insurance Managers, Inc. in favor of Bank One,
             Kentucky, NA.

  10.35      Term Note, dated as of February 25, 1999, issued by
             Equity Underwriting Group, Inc. and Equity Insurance
             Managers, Inc. in favor of Bank One, Kentucky, NA.

  10.36      Renewal Term Note, dated as of January 30, 1999, issued
             by 21st Century Claim Service, Inc. in favor of Bank One,
             Kentucky, NA.

  10.37      429 Pennsylvania Building Office Lease, dated as of
             November 7, 1997, by and between 429 Penn Partners and
             the Company.

  10.38      First Addendum to Lease, dated as of June 25, 1998, by
             and between 429 Penn Partners and the Company.



                                - 55 -

<PAGE>
<PAGE>

  10.39      Office Lease Agreement, dated as of November 4, 1996, by
             and between MIF Realty L.P. and Equity Insurance Mangers,
             Inc.

  10.40      Addendum, dated as of November 4, 1996, by and between
             MIF Realty L.P. and Equity Insurance Managers, Inc.

  10.41      Amendment and Extension of Lease, dated as of March 1,
             1999, by and between Equity Insurance Managers, Inc. and
             Nashville Mini Storage, L.P.

  21.1       List of Subsidiaries.

  23.1       Consent of Larry E. Nunn & Associates, LLC with respect to
             its report dated February 12, 1999 regarding the consolidated
             financial statements of the Company as of and for the years
             ended December 31, 1998 and 1997.

  24.1       Power of Attorney (included on signature page hereto).

  27.1       Financial Data Schedule (December 31, 1998).

  27.2       Restated Financial Data Schedule (December 31, 1997).



  [FN]
  -------------------
  <F*> Management contract or compensatory plan or arrangement.




                                - 56 -