SECURITIES AND EXCHANGE
COMMISSIONWASHINGTON, D.C. 20549


FORM 10-K/AAMENDMENT
NUMBER 2


FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES
EXCHANGE ACT OF 1934 

                                                   (Mark One)
                               (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2004 OR 

                             ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____ to_____ Commission File Number
1-8538  USHEALTH GROUP, INC.  (Formerly, Ascent
Assurance, Inc.)(Exact Name of Registrant as Specified in its Charter)


| | DELAWARE                                                         |  | 73-1165000                              | 
| | ---------------------------------------------------------------- |  | --------------------------------------- | 
| | (State or Other Jurisdiction of Incorporation or Organization)   |  | (I.R.S. Employer Identification Number)
| | 3100 Burnett Plaza, Unit 33,801 Cherry Street, Fort Worth, Texas |  | 76102                                  
| | (Address of Principal Executive Offices)                         |  | (Zip Code)                             

Registrants
Telephone Number, Including Area Code: (817) 878-3300 Securities
Registered Pursuant to Section 12(b) of the Act:None Securities Registered
Pursuant to Section 12(g) of the Act:Common Stock (par value
$.01)

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-K is not contained herein, and
will not be contained, to the best of registrants knowledge, in the definitive Proxy
Statement or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.

Yes                      No        X

Indicate by check mark whether the
Registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

Yes                      No        X

The aggregate market value of voting
stock held by non-affiliates of the Registrant amounted to $1,698,250 as of March 4, 2005.
As of March 4, 2005, 50,606,876 shares of Common Stock were outstanding.



# EXPLANATORY NOTE

This Amendment to Form 10-K is filed
for the purpose of amending Section 302 Certifications filed as part of the
registrants Amendment Number 1 to Annual Report on Form 10-K filed on June 22, 2005
(Amendment Number 1). The registrant is including currently dated
certifications as listed in Item 15. This Amendment to Form 10-K does not otherwise change
or update the disclosures set forth in the Form 10-K as originally filed or as amended in
Amendment Number 1 and does not otherwise reflect events occurring after the filing of the
Form 10-K or Amendment Number 1. For a description of the registrants business and
the risks related to the registrants business, see the Annual Report on Form 10-K
for the year ended December 31, 2004.



# PART IV

# ITEM 15  EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES AND REPORTS

# (b) Exhibits:

The following exhibits are filed
herewith.

|31.1* | Certification  of Benjamin M.  Cutler,  Chairman  and Chief  Executive  Officer of the Company  pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.
|----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|     
|31.2* | Certification  of Cynthia B. Koenig,  Chief  Financial  Officer and  Treasurer  of the Company  pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002.

---

*Filed Herewith.


SIGNATURES

Pursuant to the requirements of
Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized, on
the 19th day of July 2005.

| | USHEALTH GROUP, INC.                                                                                                              
| | ----------------------------------------------------------------------------------------------------------------------------------
|
| | /Cynthia B. Koenig/Cynthia B. Koenig
Senior Vice President and Chief Financial Officer(Principal Financial and Accounting Officer)



# EXHIBIT INDEX

|Exhibit No. | Exhibit                                                                                                                                             
|----------- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|           
|31.1        | Certification of Benjamin M. Cutler, Chairman and Chief Executive Officer of the Company pursuant to Section 302of
the Sarbanes-Oxley Act of 2002.  
|           
|31.2        | Certification of Cynthia B. Koenig,  Chief Financial  Officer and Treasurer of the Company pursuant to Section 302of
the Sarbanes-Oxley Act of 2002.