Registration No. 33 -

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          UCI Medical Affiliates, Inc.
             (Exact name of registrant as specified in its charter)

      Delaware                                     59-2225346
(State or other jurisdiction of                  (IRS Employer
incorporation or organization)                    Identification No.)

1901 Main Street, Suite 1200
Columbia, South Carolina                               29201
(Address of principal executive offices)            (Zip code)

      UCI Medical Affiliates, Inc. Stock Option Plan for Charles P. Cannon

       UCI Medical Affiliates, Inc. Stock Option Plan for Thomas G. Faulds

      UCI Medical Affiliates, Inc. Stock Option Plan for Ashby Jordan, M.D.

       UCI Medical Affiliates, Inc. Stock Option Plan for Charles M. Potok

                            (Full title of the plans)

                                 JERRY F. WELLS
                             Chief Financial Officer
                          1901 Main Street, Suite 1200
                         Columbia, South Carolina 29201
                                 (803) 252-3661
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)



<PAGE>

<TABLE>

                                            CALCULATION OF REGISTRATION FEE
<S>                                        <C>              <C>                  <C>                 <C>   
========================================= ---------------- -------------------- --------------------- -----------------
          Title of Each Class                                Proposed Maximum     Proposed Maximum
           of Securities to                 Amount to be      Offering Price     Aggregate Offering       Amount of
             be Registered                 Registered (1)      Per Share (2)          Price (2)       Registration Fee
----------------------------------------- ---------------- -------------------- --------------------- -----------------
Common Stock, $0.05 par value (3)              5,000             $ 2.50                      $12,500            $ 4.31
----------------------------------------- ---------------- -------------------- --------------------- -----------------
Common Stock, $0.05 par value (4)              5,000             $ 2.50                      $12,500            $ 4.31
----------------------------------------- ---------------- -------------------- --------------------- -----------------
Common Stock, $0.05 par value (5)              5,000             $ 2.50                      $12,500            $ 4.31
----------------------------------------- ---------------- -------------------- --------------------- -----------------
Common Stock, $0.05 par value (6)              5,000             $ 2.50                      $12,500            $ 4.31
========================================= ================ ==================== ===================== =================
TOTAL                                           --                  --                       $50,000            $17.24
========================================= ================ ==================== ===================== =================
</TABLE>


<PAGE>


(1)      Pursuant to Rule 416(a) under the  Securities  Act of 1933, as amended,
         this registration statement also registers such indeterminate number of
         additional  shares as may become issuable under the plans in connection
         with share splits, share dividends, and similar transactions.

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant  to Rule  457(h)(1)  under  the  Securities  Act of  1933,  as
         amended, based on the exercise prices of outstanding options.

(3) Shares issuable under the UCI Medical Affiliates, Inc. Stock Option Plan for
Charles P. Cannon.

(4) Shares issuable under the UCI Medical Affiliates, Inc. Stock Option Plan for
Thomas G. Faulds.

(5) Shares issuable under the UCI Medical Affiliates, Inc. Stock Option Plan for
Ashby Jordan, M.D.

(6) Shares issuable under the UCI Medical Affiliates, Inc. Stock Option Plan for
Charles M. Potok.



This  Registration  Statement on Form S-8 relates to the shares of common stock,
$0.05 par value per share,  of UCI  Medical  Affiliates,  Inc.  (the  "Company")
issuable pursuant to the terms of the following employee benefit plans:

     5,000 shares - UCI Medical  Affiliates,  Inc. Stock Option Plan for Charles
P. Cannon,  representing the UCI Medical Affiliates, Inc. Stock Option Agreement
dated March 27, 1997 by and between the Company and Charles P. Cannon.

     5,000 shares - UCI Medical Affiliates, Inc. Stock Option Plan for Thomas G.
Faulds,  representing  the UCI Medical  Affiliates,  Inc. Stock Option Agreement
dated March 27, 1997 and between the Company and Thomas G. Faulds.

     5,000  shares - UCI Medical  Affiliates,  Inc.  Stock Option Plan for Ashby
Jordan,  M.D.,  representing  the UCI  Medical  Affiliates,  Inc.  Stock  Option
Agreement dated March 27, 1997 by and between the Company and Ashby Jordan, M.D.

     5,000 shares - UCI Medical  Affiliates,  Inc. Stock Option Plan for Charles
M. Potok,  representing the UCI Medical Affiliates,  Inc. Stock Option Agreement
dated March 27, 1997 by and between the Company and Charles M. Potok.


<PAGE>







                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        The following documents, filed by the Registrant with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated herein by reference:

     (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 1996;

     (b) All other reports filed by the Registrant with the Commission  pursuant
to Section 13(a) or 15(d) of the Exchange Act since the end of the  Registrant's
fiscal year ended September 30, 1996; and

     (c) The description of the common stock, $0.05 par value, of the Registrant
contained  in the  Registrant's  Registration  Statement  on Form 8-A  (File no.
0-13265),  including  any  amendment or report filed for the purpose of updating
such description.

        In addition,  all documents filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Exchange Act  subsequent to the date of this
Registration Statement and prior to the filing of a post-effective  amendment to
this  Registration  Statement which  indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement and to
be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interest of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Officers and Directors.

         The  Registrant's  Amended and Restated  Certificate  of  Incorporation
provides that no director of the  Registrant  will be  personally  liable to the
Registrant or its  shareholders for monetary damages for any breach of fiduciary
duty by such director as a director,  except for such  liability as is expressly
not subject to limitation under the Delaware  General  Corporation Law ("DGCL").
Currently, liability not subject to limitation under the DGCL includes liability
(i) for any breach of the  director's  duty of loyalty to the  Registrant or its
shareholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct  or a  knowing  violation  of law,  (iii)  for  unlawful
payments of dividends or unlawful stock repurchases or redemption as provided in
Section 174 of the DGCL,  or (iv) for any  transaction  from which the  director
derived an improper personal benefit.

        The  above  provision  is  intended  to  afford   directors   additional
protection and limit their  potential  liability from suits alleging a breach of
the  duty  of  care  by a  director.  As a  result  of the  inclusion  of such a
provision,  shareholders  may be  unable to  recover  monetary  damages  against
directors  for  actions  taken  by them  that  constitute  negligence  or  gross
negligence or that are otherwise in violation of their  fiduciary  duty of care,
although it may be possible to obtain  injunctive or other equitable relief with
respect to such actions.  If equitable remedies are found not to be available to
shareholders in any particular situation, shareholders may not have an effective
remedy against a director in connection with such conduct.

        The  Registrant's  Bylaws direct the  Registrant to indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or completed  action,  suit or  proceedings,  whether  civil,  criminal,
administrative or investigative (including any action or suit by or in the right
of the Registrant) by reason of the fact that he is or was a director or officer
of the  Registrant  or is or was  serving  at the  request of the  Registrant  a
director,  officer  or trustee of another  corporation  or  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Registrant,  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

        In the case of an action or suit by or in the right of  Registrant  such
person  shall be  indemnified  only to the  extent  of his  expenses  (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of such action or suit and no such  indemnification may be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the Registrant unless, and only to the extent that, the
Court of Chancery or the court in which such action was brought shall  determine
that despite the  adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.


<PAGE>



        The Registrant Bylaws further provide that to the extent that a director
or officer of the Registrant  has been  successful in the defense of any action,
suit or  proceeding  referred to above or in the defense of any claim,  issue or
matter therein, he shall be indemnified  against expenses (including  attorneys'
fees)  actually and  reasonably  incurred by him in  connection  therewith.  The
Bylaws  provide that  indemnification  provided for therein  shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled and
that the Registrant is empowered to purchase and maintain insurance on behalf of
a director or officer of the Registrant  against any liability  asserted against
him and  incurred by him in any such  capacity,  or arising out of his status as
such,  whether  or not the  Registrant  would  have the power to  indemnify  him
against such liabilities under the provisions of the DGCL.

        The Registrant's  Bylaws provide that any  indemnification  provided for
therein  (unless  required  by law or ordered  by a court)  shall be made by the
Registrant  only as authorized in the specific  case upon a  determination  that
indemnification  of the  director  or  officer  is proper  in the  circumstances
because  he has met  the  applicable  standard  of  conduct  set  forth  in this
provision.  Such determination shall be made by (a) the Board of Directors, by a
majority  vote of a quorum  consisting of directors who were not parties to such
action, suit or proceeding, or (b) if such a quorum is not obtainable,  or, even
if obtainable, if a quorum of disinterested directors so directs, by independent
legal  counsel  in a  written  opinion,  or  (c)  by  the  shareholders  of  the
Registrant.


        Insofar as indemnification  for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  or  persons  controlling  the
Registrant pursuant to the arrangements described above, the Registrant has been
advised that in the opinion of the Commission  such  indemnification  is against
public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        The exhibits listed on the Exhibit Index to this Registration  Statement
are incorporated herein by reference.

Item 9. Undertakings.

     (a) Rule 415 Offerings. The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement;

     (i)  to  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act;

     (ii) to reflect in the  prospectus  any facts or events  arising  after the
effective date of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the Registration Statement;

     (iii) to  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement;

     provided,  however,  that  subparagraphs  (i) and (ii) do not  apply if the
information  required  to be  included in a  post-effective  amendment  by those
subparagraphs is contained in periodic reports filed by the Registrant  pursuant
to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  registration  statement  relating  to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To  remove  from  registration,  by means of a  post-effective
                  amendment, any of the securities being registered which remain
                  unsold at the termination of the offering.


        (b)       Incorporation  of  Subsequent  Exchange  Act  Documents.   The
                  undersigned Registrant hereby undertakes that, for purposes of
                  determining  any  liability  under the  Securities  Act,  each
                  filing of the  Registrant's  annual report pursuant to Section
                  13(a) or 15(d) of the  Exchange  Act that is  incorporated  by
                  reference in the Registration  Statement shall be deemed to be
                  a  new  registration  statement  relating  to  the  securities
                  offered  therein,  and the offering of such securities at that
                  time  shall be deemed  to be the  initial  bona fide  offering
                  thereof.

     (c)   Indemnification  of  Management  and  Control  Persons.   Insofar  as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the provisions described in Item 6, or otherwise, the Registrant has
been  advised  that in the opinion of the  Commission  such  indemnification  is
against public policy as expressed in such Act and is, therefore, unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the  Registrant of expenses  incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the Registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.


<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Columbia,  State of South  Carolina,  on October 15,
1997.

                                  UCI MEDICAL AFFILIATES, INC.

                                  By:   /s/ M.F. MCFARLAND, III, M.D.
                                  M.F. McFarland, III, M.D., Chairman of the
                                  Board and Chief Executive Officer


         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
<TABLE>

                    Signature                                      Title                            Date

<S>                                               <C>                                       <C>    
/s/ M.F. MCFARLAND, III, M.D. 
M.F. McFarland, III, M.D.                         Chairman of the Board and Chief            October 15, 1997
                                                  Executive Officer

/s/ JERRY F. WELLS, JR.                           Chief Financial Officer (principal         October 15, 1997
Jerry F. Wells, Jr.                               financial and accounting officer)

/s/ HAROLD H. ADAMS               
Harold H. Adams, Jr.                              Director                                   October 15, 1997

/s/ CHARLES P. CANNON           
Charles P. Cannon                                 Director                                   October 15, 1997

/s/ RUSSELL J. FRONEBERGER     
Russell J. Froneberger                            Director                                   October 15, 1997

/s/ CHARLES M. POTOK                              Director                                   October 15, 1997
Charles M. Potok

/s/ THOMAS G. FAULDS                              Director                                   October 15, 1997
Thomas G. Faulds

/s/ ASHBY JORDAN, MD              
Ashby Jordan, MD                                  Director                                   October 15, 1997

</TABLE>

<PAGE>





                                   Page II - 4

                                  EXHIBIT INDEX

    Exhibit
    Number                     Description
      5.1        Opinion of Nexsen Pruet Jacobs & Pollard, LLP.
     23.1        Consent of Price Waterhouse LLP.
     23.2        Consent of Nexsen  Pruet  Jacobs & Pollard,  LLP  (included  in
                 their opinion filed as Exhibit 5.1).
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 FOR UCI MEDICAL AFFILIATES, INC.", "secsgml_size_bytes": 19964}]
{"company-data": {"conformed-name": "UCI MEDICAL AFFILIATES INC", "cik": "0000737561", "assigned-sic": "8093", "irs-number": "592225346", "state-of-incorporation": "DE", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-38375", "film-number": "97698762"}, "business-address": {"street1": "1901 MAIN ST MAIL CODE 1105", "street2": "SUITE 1200", "city": "COLUMBIA", "state": "SC", "zip": "29201", "phone": "8032523661"}, "mail-address": {"street1": "1901 MAIN ST MAIL CODE 1105", "street2": "SUITE 1200", "city": "COLUMBIA", "state": "SC", "zip": "29201"}}
Registration No. 33 -

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          UCI Medical Affiliates, Inc.
             (Exact name of registrant as specified in its charter)

      Delaware                                     59-2225346
(State or other jurisdiction of                  (IRS Employer
incorporation or organization)                    Identification No.)

1901 Main Street, Suite 1200
Columbia, South Carolina                               29201
(Address of principal executive offices)            (Zip code)

      UCI Medical Affiliates, Inc. Stock Option Plan for Charles P. Cannon

       UCI Medical Affiliates, Inc. Stock Option Plan for Thomas G. Faulds

      UCI Medical Affiliates, Inc. Stock Option Plan for Ashby Jordan, M.D.

       UCI Medical Affiliates, Inc. Stock Option Plan for Charles M. Potok

                            (Full title of the plans)

                                 JERRY F. WELLS
                             Chief Financial Officer
                          1901 Main Street, Suite 1200
                         Columbia, South Carolina 29201
                                 (803) 252-3661
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
========================================= ---------------- -------------------- --------------------- -----------------
          Title of Each Class                                Proposed Maximum     Proposed Maximum
           of Securities to                 Amount to be      Offering Price     Aggregate Offering       Amount of
             be Registered                 Registered (1)      Per Share (2)          Price (2)       Registration Fee
----------------------------------------- ---------------- -------------------- --------------------- -----------------
Common Stock, $0.05 par value (3)              5,000             $ 2.50                      $12,500            $ 4.31
----------------------------------------- ---------------- -------------------- --------------------- -----------------
Common Stock, $0.05 par value (4)              5,000             $ 2.50                      $12,500            $ 4.31
----------------------------------------- ---------------- -------------------- --------------------- -----------------
Common Stock, $0.05 par value (5)              5,000             $ 2.50                      $12,500            $ 4.31
----------------------------------------- ---------------- -------------------- --------------------- -----------------
Common Stock, $0.05 par value (6)              5,000             $ 2.50                      $12,500            $ 4.31
========================================= ================ ==================== ===================== =================
TOTAL                                           --                  --                       $50,000            $17.24
========================================= ================ ==================== ===================== =================
(1)      Pursuant to Rule 416(a) under the  Securities  Act of 1933, as amended,
         this registration statement also registers such indeterminate number of
         additional  shares as may become issuable under the plans in connection
         with share splits, share dividends, and similar transactions.

(2)      Estimated  solely for the purpose of calculating the  registration  fee
         pursuant  to Rule  457(h)(1)  under  the  Securities  Act of  1933,  as
         amended, based on the exercise prices of outstanding options.

(3) Shares issuable under the UCI Medical Affiliates, Inc. Stock Option Plan for
Charles P. Cannon.

(4) Shares issuable under the UCI Medical Affiliates, Inc. Stock Option Plan for
Thomas G. Faulds.

(5) Shares issuable under the UCI Medical Affiliates, Inc. Stock Option Plan for
Ashby Jordan, M.D.

(6) Shares issuable under the UCI Medical Affiliates, Inc. Stock Option Plan for
Charles M. Potok.

This  Registration  Statement on Form S-8 relates to the shares of common stock,
$0.05 par value per share,  of UCI  Medical  Affiliates,  Inc.  (the  "Company")
issuable pursuant to the terms of the following employee benefit plans:

     5,000 shares - UCI Medical  Affiliates,  Inc. Stock Option Plan for Charles
P. Cannon,  representing the UCI Medical Affiliates, Inc. Stock Option Agreement
dated March 27, 1997 by and between the Company and Charles P. Cannon.

     5,000 shares - UCI Medical Affiliates, Inc. Stock Option Plan for Thomas G.
Faulds,  representing  the UCI Medical  Affiliates,  Inc. Stock Option Agreement
dated March 27, 1997 and between the Company and Thomas G. Faulds.

     5,000  shares - UCI Medical  Affiliates,  Inc.  Stock Option Plan for Ashby
Jordan,  M.D.,  representing  the UCI  Medical  Affiliates,  Inc.  Stock  Option
Agreement dated March 27, 1997 by and between the Company and Ashby Jordan, M.D.

     5,000 shares - UCI Medical  Affiliates,  Inc. Stock Option Plan for Charles
M. Potok,  representing the UCI Medical Affiliates,  Inc. Stock Option Agreement
dated March 27, 1997 by and between the Company and Charles M. Potok.
PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

        The following documents, filed by the Registrant with the Securities and
Exchange  Commission (the "Commission")  pursuant to the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), are incorporated herein by reference:

     (a) The Registrant's Annual Report on Form 10-KSB for the fiscal year ended
September 30, 1996;

     (b) All other reports filed by the Registrant with the Commission  pursuant
to Section 13(a) or 15(d) of the Exchange Act since the end of the  Registrant's
fiscal year ended September 30, 1996; and

     (c) The description of the common stock, $0.05 par value, of the Registrant
contained  in the  Registrant's  Registration  Statement  on Form 8-A  (File no.
0-13265),  including  any  amendment or report filed for the purpose of updating
such description.

        In addition,  all documents filed by the Registrant pursuant to Sections
13(a),  13(c),  14 and 15(d) of the Exchange Act  subsequent to the date of this
Registration Statement and prior to the filing of a post-effective  amendment to
this  Registration  Statement which  indicates that all securities  offered have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated by reference into this  Registration  Statement and to
be a part hereof from the date of filing of such documents.

Item 4. Description of Securities.

        Not applicable.

Item 5. Interest of Named Experts and Counsel.

        Not applicable.

Item 6. Indemnification of Officers and Directors.

         The  Registrant's  Amended and Restated  Certificate  of  Incorporation
provides that no director of the  Registrant  will be  personally  liable to the
Registrant or its  shareholders for monetary damages for any breach of fiduciary
duty by such director as a director,  except for such  liability as is expressly
not subject to limitation under the Delaware  General  Corporation Law ("DGCL").
Currently, liability not subject to limitation under the DGCL includes liability
(i) for any breach of the  director's  duty of loyalty to the  Registrant or its
shareholders,  (ii) for acts or  omissions  not in good  faith or which  involve
intentional  misconduct  or a  knowing  violation  of law,  (iii)  for  unlawful
payments of dividends or unlawful stock repurchases or redemption as provided in
Section 174 of the DGCL,  or (iv) for any  transaction  from which the  director
derived an improper personal benefit.

        The  above  provision  is  intended  to  afford   directors   additional
protection and limit their  potential  liability from suits alleging a breach of
the  duty  of  care  by a  director.  As a  result  of the  inclusion  of such a
provision,  shareholders  may be  unable to  recover  monetary  damages  against
directors  for  actions  taken  by them  that  constitute  negligence  or  gross
negligence or that are otherwise in violation of their  fiduciary  duty of care,
although it may be possible to obtain  injunctive or other equitable relief with
respect to such actions.  If equitable remedies are found not to be available to
shareholders in any particular situation, shareholders may not have an effective
remedy against a director in connection with such conduct.

        The  Registrant's  Bylaws direct the  Registrant to indemnify any person
who was or is a party or is  threatened  to be made a party  to any  threatened,
pending or completed  action,  suit or  proceedings,  whether  civil,  criminal,
administrative or investigative (including any action or suit by or in the right
of the Registrant) by reason of the fact that he is or was a director or officer
of the  Registrant  or is or was  serving  at the  request of the  Registrant  a
director,  officer  or trustee of another  corporation  or  enterprise,  against
expenses  (including  attorneys'  fees),  judgments,  fines and amounts  paid in
settlement  actually  and  reasonably  incurred by him in  connection  with such
action,  suit or  proceeding  if he  acted  in good  faith  and in a  manner  he
reasonably  believed  to be in, or not  opposed  to, the best  interests  of the
Registrant,  and,  with respect to any  criminal  action or  proceeding,  had no
reasonable cause to believe his conduct was unlawful.

        In the case of an action or suit by or in the right of  Registrant  such
person  shall be  indemnified  only to the  extent  of his  expenses  (including
attorneys' fees) actually and reasonably incurred in connection with the defense
or settlement of such action or suit and no such  indemnification may be made in
respect of any claim,  issue or matter as to which such  person  shall have been
adjudged to be liable to the Registrant unless, and only to the extent that, the
Court of Chancery or the court in which such action was brought shall  determine
that despite the  adjudication of liability such person is fairly and reasonably
entitled to indemnity for such expenses which the court shall deem proper.
The Registrant Bylaws further provide that to the extent that a director
or officer of the Registrant  has been  successful in the defense of any action,
suit or  proceeding  referred to above or in the defense of any claim,  issue or
matter therein, he shall be indemnified  against expenses (including  attorneys'
fees)  actually and  reasonably  incurred by him in  connection  therewith.  The
Bylaws  provide that  indemnification  provided for therein  shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled and
that the Registrant is empowered to purchase and maintain insurance on behalf of
a director or officer of the Registrant  against any liability  asserted against
him and  incurred by him in any such  capacity,  or arising out of his status as
such,  whether  or not the  Registrant  would  have the power to  indemnify  him
against such liabilities under the provisions of the DGCL.

        The Registrant's  Bylaws provide that any  indemnification  provided for
therein  (unless  required  by law or ordered  by a court)  shall be made by the
Registrant  only as authorized in the specific  case upon a  determination  that
indemnification  of the  director  or  officer  is proper  in the  circumstances
because  he has met  the  applicable  standard  of  conduct  set  forth  in this
provision.  Such determination shall be made by (a) the Board of Directors, by a
majority  vote of a quorum  consisting of directors who were not parties to such
action, suit or proceeding, or (b) if such a quorum is not obtainable,  or, even
if obtainable, if a quorum of disinterested directors so directs, by independent
legal  counsel  in a  written  opinion,  or  (c)  by  the  shareholders  of  the
Registrant.

        Insofar as indemnification  for liabilities arising under the Securities
Act  may  be  permitted  to  directors,  officers  or  persons  controlling  the
Registrant pursuant to the arrangements described above, the Registrant has been
advised that in the opinion of the Commission  such  indemnification  is against
public policy as expressed in the Securities Act and is therefore unenforceable.

Item 7. Exemption from Registration Claimed.

        Not applicable.

Item 8. Exhibits.

        The exhibits listed on the Exhibit Index to this Registration  Statement
are incorporated herein by reference.

Item 9. Undertakings.

     (a) Rule 415 Offerings. The undersigned Registrant hereby undertakes:

     (1) To file,  during any period in which  offers or sales are being made, a
post-effective amendment to this Registration Statement;

     (i)  to  include  any  prospectus  required  by  Section  10(a)(3)  of  the
Securities Act;

     (ii) to reflect in the  prospectus  any facts or events  arising  after the
effective date of this Registration Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental change in the information set forth in the Registration Statement;

     (iii) to  include  any  material  information  with  respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement;

     provided,  however,  that  subparagraphs  (i) and (ii) do not  apply if the
information  required  to be  included in a  post-effective  amendment  by those
subparagraphs is contained in periodic reports filed by the Registrant  pursuant
to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in
the Registration Statement.

         (2)      That, for the purpose of determining  any liability  under the
                  Securities  Act, each such  post-effective  amendment shall be
                  deemed  to be a new  registration  statement  relating  to the
                  securities   offered   therein,   and  the  offering  of  such
                  securities at that time shall be deemed to be the initial bona
                  fide offering thereof.

         (3)      To  remove  from  registration,  by means of a  post-effective
                  amendment, any of the securities being registered which remain
                  unsold at the termination of the offering.

        (b)       Incorporation  of  Subsequent  Exchange  Act  Documents.   The
                  undersigned Registrant hereby undertakes that, for purposes of
                  determining  any  liability  under the  Securities  Act,  each
                  filing of the  Registrant's  annual report pursuant to Section
                  13(a) or 15(d) of the  Exchange  Act that is  incorporated  by
                  reference in the Registration  Statement shall be deemed to be
                  a  new  registration  statement  relating  to  the  securities
                  offered  therein,  and the offering of such securities at that
                  time  shall be deemed  to be the  initial  bona fide  offering
                  thereof.

     (c)   Indemnification  of  Management  and  Control  Persons.   Insofar  as
indemnification  for  liabilities  arising  under  the  Securities  Act  may  be
permitted to  directors,  officers  and  controlling  persons of the  Registrant
pursuant to the provisions described in Item 6, or otherwise, the Registrant has
been  advised  that in the opinion of the  Commission  such  indemnification  is
against public policy as expressed in such Act and is, therefore, unenforceable.
In the event that a claim for  indemnification  against such liabilities  (other
than the payment by the  Registrant of expenses  incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered,  the Registrant will,
unless in the opinion of its counsel the matter has been settled by  controlling
precedent,  submit to a court of appropriate  jurisdiction  the question whether
such  indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933, as amended,  the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized,  in the City of Columbia,  State of South  Carolina,  on October 15,
1997.

                                  UCI MEDICAL AFFILIATES, INC.

                                  By:   /s/ M.F. MCFARLAND, III, M.D.
                                  M.F. McFarland, III, M.D., Chairman of the
                                  Board and Chief Executive Officer

         Pursuant to the requirements of the Securities Act of 1933, as amended,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

                    Signature                                      Title                            Date
/s/ M.F. MCFARLAND, III, M.D. 
M.F. McFarland, III, M.D.                         Chairman of the Board and Chief            October 15, 1997
                                                  Executive Officer

/s/ JERRY F. WELLS, JR.                           Chief Financial Officer (principal         October 15, 1997
Jerry F. Wells, Jr.                               financial and accounting officer)

/s/ HAROLD H. ADAMS               
Harold H. Adams, Jr.                              Director                                   October 15, 1997

/s/ CHARLES P. CANNON           
Charles P. Cannon                                 Director                                   October 15, 1997

/s/ RUSSELL J. FRONEBERGER     
Russell J. Froneberger                            Director                                   October 15, 1997

/s/ CHARLES M. POTOK                              Director                                   October 15, 1997
Charles M. Potok

/s/ THOMAS G. FAULDS                              Director                                   October 15, 1997
Thomas G. Faulds

/s/ ASHBY JORDAN, MD              
Ashby Jordan, MD                                  Director                                   October 15, 1997
Page II - 4

                                  EXHIBIT INDEX

    Exhibit
    Number                     Description
      5.1        Opinion of Nexsen Pruet Jacobs & Pollard, LLP.
     23.1        Consent of Price Waterhouse LLP.
     23.2        Consent of Nexsen  Pruet  Jacobs & Pollard,  LLP  (included  in
                 their opinion filed as Exhibit 5.1).