SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                    For Quarterly Period Ended June 30, 2000

                          Commission File Number 1-8538

                             ASCENT ASSURANCE, INC.
                             ----------------------
             (Exact name of Registrant as specified in its Charter)

DELAWARE                                                              73-1165000
--------                                                              ----------
(State of Incorporation)                    (I.R.S. Employer Identification No.)

110 West Seventh Street, Suite 300, Fort Worth, Texas                      76102
-----------------------------------------------------                      -----
(Address of Principal Executive Offices)                              (Zip Code)

                                  817-878-3300
              (Registrant's Telephone Number, including Area Code)

                                       N/A
   (Former Name, Address and Former Fiscal Year, if changed since Last Report)

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 whether the Registrant has filed all reports required to
be filed by  Section  12,  13 or 15(d) of the  Securities  Exchange  Act of 1934
subsequent to the distribution of securities under a plan confirmed by a court.
YES  X         NO

Common Stock - Par Value $.01       6,500,000 Shares Outstanding at May 12, 2000



<PAGE>



                             ASCENT ASSURANCE, INC.
                               INDEX TO FORM 10-Q

<TABLE>
<CAPTION>

PART 1 - FINANCIAL INFORMATION                                                                  Page No.
------------------------------                                                                  --------

Item 1 - Financial Statements

<S>                                                                                               <C>
Ascent Assurance, Inc. Condensed Consolidated Balance Sheets at June 30, 2000 and
December 31, 1999                                                                                    2

Ascent Assurance, Inc. Condensed Consolidated Statements of Income for the Three
Months Ended June 30, 2000 and 1999 and the Six Months Ended June 30, 2000
                                                                                                     3

Westbridge Capital Corp. Condensed Consolidated Statement of Income for the Three
Months ended March 31, 1999                                                                          4

Ascent Assurance, Inc. Condensed Consolidated Statements of Comprehensive Income for the
Three Months Ended June 30, 2000 and 1999 and the Six Months Ended June 30, 2000                     5

Westbridge Capital Corp. Consolidated Statement of Comprehensive Income for the Three
Months Ended March 31, 1999                                                                          6

Ascent Assurance, Inc. Condensed Consolidated Statements of Cash Flows for the Three
Months Ended June 30, 2000 and 1999 and the Six Months Ended June 30, 2000                           7

Westbridge Capital Corp. Condensed Consolidated Statement of Cash Flows for the Three
Months Ended March 31, 1999                                                                          8

Ascent Assurance, Inc. Consolidated Statement of Changes in Stockholders' Equity for
the Six Months Ended June 30, 2000                                                                   9

Notes to Condensed Consolidated Financial Statements                                                10

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

General                                                                                             13
Business Overview                                                                                   13
Operating Results                                                                                   14
Financial Condition                                                                                 16
Liquidity, Capital Resources and Statutory Capital and Surplus                                      18
Forward-Looking Statements                                                                          20

PART II - OTHER INFORMATION

Item 4 - Submission of Matters to a Vote of Security Holders                                        22
Item 6 - Exhibits and Reports on Form 8-K                                                           23

</TABLE>


<PAGE>


                             ASCENT ASSURANCE, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                     June 30,         December 31,
                                                                       2000               1999
                                                                   (Unaudited)          (Audited)
                                                                  ---------------    ----------------
Assets                                                           (in thousands, except per share data)
------
Investments:
  Fixed Maturities:
     Available-for-sale, at market value (amortized
<S>                                                              <C>                <C>
          cost $106,166 and $103,436)                             $      99,708      $      97,563
  Equity securities, at market (cost $1,365)                              1,200              1,313
  Other investments                                                         430                413
  Short-term investments                                                 14,798             10,904
                                                                  ---------------    ----------------
     Total Investments                                                  116,136            110,193

Cash                                                                      3,665              5,110
Accrued investment income                                                 2,023              2,030
Receivables from agents, net of allowance for doubtful
    accounts of $5,809 and $6,060                                         7,827              7,062
Deferred policy acquisition costs                                        23,331             19,393
Deferred tax asset, net                                                   8,035              7,086
Property and equipment, net of accumulated depreciation
    of $2,010 and $1,546                                                  6,604              6,272
Other assets                                                              7,373              6,544
                                                                  ---------------    ----------------
     Total Assets                                                 $     174,994      $     163,690
                                                                  ===============    ================

Liabilities, Preferred Stock and Stockholders' Equity
Liabilities:

  Policy liabilities and accruals:
     Future policy benefits                                       $      61,064      $      57,119
     Claim reserves                                                      44,809             38,776
                                                                  ---------------    ----------------
     Total policy liabilities and accruals                              105,873             95,895

Accounts payable and other liabilities                                   14,495             13,592
Notes payable                                                             8,770              7,162
                                                                  ---------------    ----------------
     Total liabilities                                                  129,138            116,649
                                                                  ---------------    ----------------

Redeemable Convertible Preferred Stock                                   25,130             23,257
                                                                  ---------------    ----------------

Stockholders' Equity:
  Common stock ($.01 par value, 30,000,000 shares
       authorized; 6,500,000 shares issued)                                  65                 65
  Capital in excess of par value                                         27,538             27,338
  Accumulated other comprehensive loss, net of tax                       (4,371)            (3,851)
  Retained (deficit) earnings                                            (2,506)               232
                                                                  ---------------    ----------------
     Total Stockholders' Equity                                          20,726             23,784
                                                                  ---------------    ----------------
     Total Liabilities, Preferred Stock and Stockholders'Equity   $     174,994      $     163,690
                                                                  ===============    ================
</TABLE>

       See the Notes to the Condensed Consolidated Financial Statements.


<PAGE>


                             ASCENT ASSURANCE, INC.
                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                       Three Months               Six Months
                                                           Ended                     Ended
                                                          June 30,                  June 30,
                                                ---------------------------      ------------
                                                    2000           1999              2000
                                                -----------     -----------      ------------
                                                    (in thousands, except per share data)
Revenues:
  Premiums:
<S>                                             <C>             <C>              <C>
     First-year                                 $   7,230       $   3,903        $   13,939
     Renewal                                       21,998          25,671            44,294
                                                -----------     -----------      ------------
                                                   29,228          29,574            58,233
  Net investment income                             2,266           2,333             4,344
  Fee and service income                            5,294           4,196            10,190
  Net realized loss on investments                   (254)            (63)             (237)
                                                -----------     -----------     ------------
                                                   36,534          36,040            72,530
                                                -----------     -----------     ------------
Benefits, claims and expenses:
  Benefits and claims                              22,962          21,733            46,644
  Amortization of deferred policy
     acquisition costs                                641             392             1,221
  Commissions                                       4,409           4,937             9,380
  General and administrative expenses               7,775           5,945            14,521
  Taxes, licenses and fees                          1,513           1,293             2,704
  Interest expense on notes payable                   152             119               236
                                                -----------     -----------      ------------
                                                   37,452          34,419            74,706
(Loss) income before income taxes                    (918)          1,621            (2,176)
Federal income tax benefit (expense)                  312            (567)              740
                                                -----------     -----------      ------------
     Net (loss) income                          $    (606)      $   1,054        $   (1,436)
                                                ===========     ===========      ============
Preferred stock dividends                             651             647             1,302
                                                -----------     -----------      ------------
(Loss)income applicable to common stockholders  $  (1,257)      $     407        $   (2,738)
                                                ===========     ===========      ============
Basic and diluted (loss) earnings per
   common share                                 $    (.19)      $     .06        $     (.42)
                                                ===========     ===========      ============
Weighted average shares outstanding:

  Basic                                             6,500           6,500             6,500
                                                ===========     ===========      ============
  Diluted                                           6,500           6,530             6,500
                                                ===========     ===========      ============
</TABLE>

        See the Notes to the Condensed Consolidated Financial Statements.


<PAGE>


                            WESTBRIDGE CAPITAL CORP.
                          (now, Ascent Assurance, Inc.)
                   CONDENSED CONSOLIDATED STATEMENT OF INCOME
                                    (Audited)

<TABLE>
<CAPTION>

                                                            Three Months Ended
                                                              March 31, 1999
                                                             ------------------
                                                          (in thousands, except
                                                              per share data)
Revenues:
  Premiums:
<S>                                                          <C>
     First-year                                              $         3,121
     Renewal                                                          26,827
                                                             ----------------
     Total Premiums                                                   29,948
  Net investment income                                                2,562
  Fee and service income                                               4,263
  Net realized gain on investments                                        41
                                                             ----------------
                                                                      36,814
                                                             ----------------
Benefits, claims and expenses:
  Benefits and claims                                                 21,799
  Amortization of deferred policy acquisition costs                      286
  Commissions                                                          6,134
  General and administrative expenses                                  6,635
  Taxes, licenses and fees                                             1,059
  Interest expense on notes payable                                      119
  Interest expense on retired/canceled debt                              507
                                                             ----------------
                                                                      36,539
                                                             ----------------
Income before income taxes                                               275
Federal income tax expense                                               (67)
                                                             ----------------
     Net income                                              $           208
                                                             ================
Basic and diluted earnings per common share                  $           .03
                                                             ================
Basic and diluted weighted average shares outstanding                  7,032
                                                             ================
</TABLE>

        See the Notes to the Condensed Consolidated Financial Statements.


<PAGE>


                             ASCENT ASSURANCE, INC.
                 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                     Three Months        Six Months
                                                        Ended               Ended
                                                       June 30,            June 30,
                                               -----------------------   -----------
                                                  2000         1999         2000
                                               ----------   ----------   -----------
                                               (in thousands, except per share data)

<S>                                            <C>          <C>          <C>
Net (loss) income                              $   (606)    $  1,054     $  (1,436)
Other comprehensive (loss) income:
  Unrealized holding loss arising during
    period, net of tax                             (841)      (2,013)         (677)
  Reclassification adjustment of loss on
    sales of investments included in net
    income, net of tax                              168           41           157
                                               ----------   ----------   -----------
Comprehensive loss                             $ (1,279)    $   (918)    $  (1,956)
                                               ==========   ==========   ===========
</TABLE>

        See the Notes to the Condensed Consolidated Financial Statements.


<PAGE>


                            WESTBRIDGE CAPITAL CORP.
                          (now, Ascent Assurance, Inc.)
                 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                    (Audited)

<TABLE>
<CAPTION>

                                                    Three Months Ended
                                                      March 31, 1999
                                                    -------------------
                                                      (in thousands)
<S>                                                 <C>
Net income                                          $          208
Other comprehensive loss:
  Unrealized holding loss arising during
    period, net of tax                                      (1,959)
  Reclassification adjustment of gain on
    sales of investments included in
    net income, net of tax                                     (27)
                                                    -------------------
Comprehensive loss                                  $       (1,778)
                                                    ===================
</TABLE>

        See the Notes to the Condensed Consolidated Financial Statements.


<PAGE>


                             ASCENT ASSURANCE, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>

                                                                      Three Months           Six Months
                                                                         Ended                  Ended
                                                                        June 30,               June 30,
                                                               -------------------------     -----------
                                                                  2000           1999            2000
                                                               ----------     ----------     -----------
                                                                (in thousands, except per share data)
Cash Flow From Operating Activities:
<S>                                                            <C>            <C>            <C>
Net (loss) income                                              $   (606)      $  1,054       $  (1,436)
  Adjustments to reconcile net income to cash
  provided by (used for) operating activities
    (Increase) decrease in accrued investment income               (138)            13               7
    Amortization of deferred policy acquisition costs               641            864           1,221
    (Increase) decrease in receivables from agents               (1,138)         1,244            (765)
    Addition to deferred policy acquisition costs                (2,870)        (2,208)         (5,159)
    Decrease (increase) in other assets                             187          1,053            (829)
    Increase (decrease) in policy liabilities and
      accruals                                                    7,193         (1,660)          9,978
    Increase (decrease) in accounts payable and other
      liabilities                                                 3,540         (2,552)            903
    Increase in deferred income taxes, net                         (665)        (1,027)           (949)
    Other, net                                                      449          1,405           2,001
                                                               ----------     ----------     -----------
    Net Cash Provided By (Used For) Operating Activities          6,593         (1,814)          4,972
                                                               ----------     ----------     -----------

Cash Flow From Investing Activities:
    Proceeds from investments sold:
      Fixed maturities, called or matured                         1,125            807           1,998
      Fixed maturities, sold                                      2,808          6,563           3,714
      Other investments, sold or matured                              -             58           3,041
    Cost of investments acquired                                (12,977)        (2,927)        (15,958)
    Property and equipment purchased                               (285)        (1,163)           (820)
                                                               ----------     ----------     -----------
    Net Cash (Used For) Provided By Investing Activities         (9,329)         3,338          (8,025)
                                                               ----------     ----------     -----------

Cash Flow From Financing Activities:
    Issuance of notes payable                                     1,146          1,408           1,888
    Repayment of notes payable                                     (140)        (2,987)           (280)
                                                               ----------     ----------     -----------
    Net Cash Provided By Financing Activities                     1,006         (1,579)          1,608
                                                               ----------     ----------     -----------

    Decrease In Cash During Period                               (1,730)           (55)         (1,445)
    Cash At Beginning Of Period                                   5,395          2,210           5,110
                                                               ----------     ----------     -----------
    Cash At End Of Period                                      $  3,665       $  2,155       $   3,665
                                                               ==========     ==========     ===========
</TABLE>

        See the Notes to the Condensed Consolidated Financial Statements.


<PAGE>


                            WESTBRIDGE CAPITAL CORP.
                          (now, Ascent Assurance, Inc.)
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                                    (Audited)

<TABLE>
<CAPTION>

                                                            Three Months Ended
                                                               March 31, 1999
                                                             -----------------
                                                              (in thousands)
Cash Flow From Operating Activities:
<S>                                                          <C>
Net income                                                   $           208
  Adjustments to reconcile net income to cash
     provided by (used for)operating activities:
     Amortization of deferred policy acquisition costs                   286
     Decrease in receivables from agents                               1,678
     Addition to deferred policy acquisition costs                    (1,148)
     Increase in other assets                                         (1,007)
     Decrease in policy liabilities and accruals                      (2,181)
     Increase in accounts payable and other liabilities                4,428
     Increase in deferred income taxes, net                           (1,070)
     Other, net                                                        1,308
                                                             -----------------
     Net Cash Provided By Operating Activities                         2,502
                                                             -----------------

Cash Flow From Investing Activities:
  Proceeds from investments sold:
     Fixed maturities, called or matured                               2,215
     Fixed maturities, sold                                            4,904
     Other investments, sold or matured                                  139
     Cost of investments acquired                                     (5,851)
     Other                                                              (873)
                                                             -----------------
     Net Cash Provided By Investing Activities                           534
                                                             -----------------

Cash Flow From Financing Activities:
  Retirement of senior subordinated debentures                       (15,167)
  Issuance of Preferred Stock                                         15,167
  Issuance of notes payable                                              911
  Repayment of notes payable                                          (2,015)
                                                             -----------------
     Net Cash Used For Financing Activities                           (1,104)
                                                             -----------------

  Increase In Cash During Period                                       1,932
  Cash At Beginning Of Period                                            278
                                                             -----------------
  Cash At End Of Period                                      $         2,210
                                                             =================

</TABLE>

        See the Notes to the Condensed Consolidated Financial Statements.


<PAGE>


                             ASCENT ASSURANCE, INC.
            CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
                                   (Unaudited)
                      (in thousands, except per share data)

<TABLE>
<CAPTION>

                                                                                                  Accumulated
                                                                     Capital          Other         Retained       Total
                                                  Common Stock      in Excess     Comprehensive     (Deficit)   Stockholders'
                                                Shares    Amount   of Par Value        Loss         Earnings       Equity

<S>                                          <C>         <C>      <C>            <C>             <C>           <C>
Balance at December 31, 1999                  6,500,000   $  65    $    27,338    $    (3,851)    $     232     $   23,784

  Net loss                                                                                           (1,436)        (1,436)
  Preferred Stock dividend                                                                           (1,302)        (1,302)
  Other comprehensive loss, net of tax                                                   (520)                        (520)
  Amortization of unearned compensation                                    200                                         200
                                             -----------  -------  -------------  --------------  -----------   ------------
Balance at June 30, 2000                      6,500,000   $  65    $    27,538    $    (4,371)    $  (2,506)    $   20,726
                                             ===========  =======  =============  ==============  ===========   ============

</TABLE>

        See the Notes to the Condensed Consolidated Financial Statements.

<PAGE>


                             ASCENT ASSURANCE, INC.
                      (formerly, Westbridge Capital Corp.)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)

NOTE 1 - DESCRIPTION OF BUSINESS

Ascent Assurance,  Inc. ("Ascent"),  a Delaware company incorporated in 1982, is
an insurance holding company engaged in the development, marketing, underwriting
and  administration  of  medical  expense  and  supplemental   health  insurance
products,  primarily to  self-employed  individuals  and small business  owners.
Ascent adopted its corporate  name on March 24, 1999, the date its  predecessor,
Westbridge Capital Corp. ("Westbridge"),  emerged from Chapter 11 reorganization
proceedings (see Note 6).  References herein to the "Company" shall mean for all
periods on or prior to March 31, 1999, Westbridge and its subsidiaries,  and for
all periods on or after the close of business on March 31, 1999,  Ascent and its
subsidiaries.

The  Company's  revenues  result  primarily  from  premiums  and  fees  from the
insurance  products sold by its wholly owned  subsidiaries  National  Foundation
Life  Insurance  Company  ("NFL"),  Freedom  Life  Insurance  Company of America
("FLICA"),  National Financial Insurance Company ("NFIC") and American Insurance
Company of Texas ("AICT",  and together with NFL, NFIC and FLICA,  collectively,
the "Insurance  Subsidiaries") and marketed by NationalCare(R)  Marketing,  Inc.
("NCM"), also a wholly owned subsidiary.  To a lesser extent the Company derives
revenue from (i)  telemarketing  services,  (ii)  printing  services,  and (iii)
renewal  commissions  received by the Company  for sales of  insurance  products
underwritten  primarily by unaffiliated  managed care organizations  (such sales
have been significantly curtailed).

NOTE 2 - ACCOUNTING PRINCIPLES

Basis  of  Presentation.   The  accompanying  unaudited  condensed  consolidated
financial  statements of the Company have been  prepared in accordance  with the
instructions  to Form 10-Q and Rule 10-01 of  Regulation  S-X and do not include
all of the information and footnotes required by accounting principles generally
accepted  in the United  States  ("GAAP")  for  complete  financial  statements.
Financial  statements  prepared  in  accordance  with  GAAP  require  the use of
management estimates. In the opinion of management,  all adjustments (consisting
of normal recurring accruals)  considered necessary for a fair presentation have
been included. Certain reclassifications have been made to 1999 amounts in order
to  conform  to  the  2000  financial  statement  presentation.   The  financial
statements  should  be read  in  conjunction  with  the  consolidated  financial
statements  and notes thereto  included in the  Company's  Annual Report on Form
10-K for the year ended December 31, 1999.

Fresh Start Adjustments.  In accordance with the American Institute of Certified
Public  Accountants'  Statement  of  Position  90-7  ("SOP  90-7"),   "Financial
Reporting  by Entities in  Reorganization  Under the  Bankruptcy  Code,"  Ascent
adopted fresh start reporting  effective  March 31, 1999.  Fresh start reporting
requires the new reporting entity created on the  reorganization  effective date
to  determine a  reorganization  book value.  The  reorganization  book value is
allocated  to the fair value of assets and  liabilities  similar to the purchase
method of accounting under APB 16. As a result of the application of fresh start
reporting,  the consolidated financial statements of Ascent issued subsequent to
the  adoption  of fresh start  reporting  will not be  comparable  with those of
Westbridge  prepared  before  adoption of fresh start  reporting,  including the
historical  consolidated  financial  statements of Westbridge in this  quarterly
report.

NOTE 3 - EARNINGS PER SHARE ("EPS")

Under GAAP there are two  measures of Earnings  Per Share:  "Basic  Earnings Per
Share" and  "Diluted  Earnings  Per  Share".  Basic EPS is  computed by dividing
income  applicable  to common  shareholders  by the weighted  average  number of
common shares  outstanding  ("average  shares") during the period. To obtain net
income applicable to common  shareholders for EPS computations,  Preferred Stock
dividends are deducted from net income. EPS for the three months ended March 31,
1999 is computed  based upon the capital  structure of  Westbridge  prior to the
Effective  Date of the Plan.  As the accrual of Preferred  Stock  dividends  was
suspended on September 16, 1998, no Preferred  Stock  dividends were deducted in
the  computation  of EPS for the three months ended March 31, 1999.  Diluted EPS
reflects the potential dilution of average shares that could occur if securities
or other  contracts to issue common stock were  converted or exercised.  For the
periods shown below,  the impact of common stock options and  convertible  notes
were  anti-dilutive  and  were  not  included  in the  calculation  of EPS.  The
following table reflects the calculation of basic and diluted EPS:

<TABLE>
<CAPTION>

                                                           Ascent                        Westbridge
                                             --------------------------------------     ------------
                                                   Three Months          Six Months     Three Months
                                                       Ended               Ended           Ended
                                                     June 30,             June 30,        March 31,
                                             ------------------------    ----------     ------------
    (amounts in 000's, except per share          2000        1999            2000           1999
                 amounts)
<S>                                          <C>          <C>            <C>            <C>
Net (loss) income                            $    (606)   $   1,054      $ (1,436)      $      208
Preferred Stock dividends                         (651)        (647)       (1,302)               -
                                             -----------  -----------    ----------     ------------
(Loss)income applicable to common
shareholders                                 $  (1,257)   $     407      $ (2,738)      $      208
                                             ===========  ===========    ==========     ============
Weighted average shares outstanding:
    Basic                                        6,500        6,500          6,500           7,032
    Diluted                                      6.500        6,530          6,500           7,032
Basic and diluted (loss) earnings per share  $    (.19)   $     .06      $   (.42)      $      .03
                                             ===========  ===========    ==========     ============
</TABLE>

NOTE 4 - PREFERRED STOCK

Effective  January 31,  2000,  the  Company  declared  and paid the  contractual
dividend of $1,873,965 on its Redeemable Convertible Preferred Stock ("Preferred
Stock"),  which was accrued at December 31, 1999.  The dividend was paid through
the  issuance  of  1,873  additional  shares  of  Preferred  Stock  and  a  $965
distribution of cash.  Dividends on the Company's Preferred Stock are payable in
cash or  through  issuance  of  additional  shares of  Preferred  Stock,  at the
Company's option.

NOTE 5 - COMMITMENTS AND CONTINGENCIES

In the normal  course of its  business  operations,  the  Company is involved in
various  claims  and  other  business  related  disputes.   In  the  opinion  of
management, the Company is not a party to any pending litigation the disposition
of which  would  have a  material  adverse  effect  on the  Company's  business,
financial position or its results of  operations.disposition of which would have
a material adverse effect on the Company's  business,  financial position or its
results of operations.

NOTE 6 - REORGANIZATION EFFECTIVE MARCH 24, 1999

On September  16, 1998,  Westbridge  commenced  its  reorganization  by filing a
voluntary  petition for relief under  Chapter 11, Title 11 of the United  States
Code in the United  States  Bankruptcy  Court for the District of Delaware  (the
"Bankruptcy  Court"),  along  with  a  disclosure  statement  (as  amended,  the
"Disclosure  Statement") and a proposed plan of reorganization (as amended,  the
"Plan").  The filing of the Disclosure  Statement and Plan culminated  months of
negotiations  between  Westbridge  and  an ad  hoc  committee  (the  "Creditors'
Committee")  of  holders  of its 11%  Senior  Subordinated  Notes  due 2002 (the
"Senior  Notes")  and its 7-1/2%  Convertible  Subordinated  Notes due 2004 (the
"Convertible Notes"). The Disclosure Statement was approved by entry of an order
by the Bankruptcy Court on October 30, 1998.  Following the approval of the Plan
by the holders of allowed  claims and equity  interests,  the  Bankruptcy  Court
confirmed  the Plan on December 17, 1998.  The Plan became  effective  March 24,
1999 (the "Effective Date"). On the Effective Date, Westbridge's  certificate of
incorporation  and by-laws  were  amended and  restated  in their  entirety  and
pursuant thereto,  Westbridge  changed its corporate name to "Ascent  Assurance,
Inc.".

The Plan  provided  for the  recapitalization  of  certain  old debt and  equity
interests in Westbridge and the issuance of new equity  securities and warrants.
Additional   information  regarding  the  reorganization  is  disclosed  in  the
Company's 1999 Report on Form 10-K.

NOTE 7 - IMPLEMENTATION OF NEW ACCOUNTING PRONOUNCEMENTS

In 1998, the National  Association of Insurance  Commissioners  ("NAIC") adopted
the Codification of Statutory Accounting Principles guidance, which will replace
the current  Accounting  Practices and  Procedures  manual as the NAIC's primary
guidance on statutory  accounting.  The Codification provides guidance for areas
where  statutory  accounting  has been  silent  and  changes  current  statutory
accounting in certain areas. The Insurance Departments of the States of Domicile
of the Company's Insurance  Subsidiaries have adopted the Codification effective
January 1, 2001. The Company does not expect Codification guidance to materially
impact statutory surplus.

In  June,  1998  the  FASB  issued  SFAS No.  133,  "Accounting  for  Derivative
Instruments and Hedging Activities" ("SFAS 133"). This statement,  as amended by
SFAS No. 137,  "Accounting for Derivative  Instruments and Hedging  Activities -
Deferral of the Effective  Date of FASB Statement No. 133 - an amendment of FASB
Statement 133" and SFAS No. 138, "Accounting for Certain Derivative  Instruments
and Certain  Hedging  Activities - an amendment of FASB  Statement  No. 133," is
effective  for fiscal years  beginning  after June 15, 2000.  The  pronouncement
established  accounting  and  reporting  standards for  derivative  instruments,
including  certain  derivative  instruments  embedded in other contracts and for
hedging activities. As the Company has not participated in derivative or hedging
activities, the Company's financial statements are not affected by SFAS 133.


<PAGE>


                             ASCENT ASSURANCE, INC.
                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

GENERAL

Ascent Assurance, Inc. ("Ascent"), adopted its corporate name on March 24, 1999,
the date its predecessor,  Westbridge Capital Corp.  ("Westbridge") emerged from
Chapter 11 reorganization proceedings.  References herein to the "Company" shall
mean  for all  periods  on or  prior  to  March  31,  1999,  Westbridge  and its
subsidiaries, and for all periods on or after the close of business on March 31,
1999,  Ascent and its  subsidiaries.  For additional  information  regarding the
reorganization and adoption of fresh start accounting,  see Notes 2 and 6 to the
Condensed Consolidated Financial Statements included at Part 1, Item I.

The following discussion provides management's assessment of financial condition
at June 30, 2000 as compared to December 31, 1999 and results of operations  for
the three and six months ended June 30, 2000 as compared to the comparable  1999
periods for the Company.  This discussion  updates the "Management's  Discussion
and Analysis of Financial  condition and Results of Operations" in the Company's
1999 Report on Form 10-K and should be read in conjunction therewith. Statements
contained in this  analysis and elsewhere in this document that are not based on
historical   information  are  forward-looking   statements  and  are  based  on
management's projections, estimates and assumptions. Management cautions readers
regarding its forward-looking statements (see "Forward-Looking Statements").

BUSINESS OVERVIEW

The  Company's  revenues  result  primarily  from  premiums  and  fees  from the
insurance  products sold by its wholly owned  subsidiaries  National  Foundation
Life  Insurance  Company  ("NFL"),  Freedom  Life  Insurance  Company of America
("FLICA"),  National Financial Insurance Company ("NFIC") and American Insurance
Company of Texas ("AICT",  and together with NFL, NFIC and FLICA,  collectively,
the "Insurance  Subsidiaries") and marketed by NationalCare(R)  Marketing,  Inc.
("NCM"), also a wholly owned subsidiary.  To a lesser extent the Company derives
revenue from (i)  telemarketing  services,  (ii)  printing  services,  and (iii)
renewal  commissions  received by the Company  for sales of  insurance  products
underwritten  primarily by unaffiliated  managed care organizations  (such sales
have been significantly curtailed).

The product lines currently marketed and underwritten by the Company's Insurance
Subsidiaries  are Medical  Expense  products  and  Specified  Disease  products.
Medical  Expense  products  are  generally  designed to  reimburse  insureds for
eligible  expenses  incurred  for  hospital   confinement,   surgical  expenses,
physician  services,  outpatient  services and the cost of medicines.  Specified
Disease  products  include  indemnity  policies  for  hospital  confinement  and
convalescent  care for  treatment  of specified  diseases  and "event  specific"
policies,  which provide fixed  benefits or lump sum payments upon  diagnoses of
certain types of internal cancer or other catastrophic  diseases.  Historically,
the Company's Insurance Subsidiaries have also underwritten a significant amount
of  Medicare  Supplement  products.  The  underwriting  of  Medicare  Supplement
products was curtailed due to the relatively low margins for these products.

OPERATING RESULTS

Results of  operations  for Ascent are  reported for the three months ended June
30, 2000 and 1999 and for the six months  ended June 30,  2000.  Results for the
six months  ended June 30,  1999 are  reported on a pro forma basis as if Ascent
and Westbridge adopted fresh start accounting on January 1, 1999 and operated as
a single entity. (In thousands except insurance operating ratios.)

<TABLE>
<CAPTION>

                                                             Three Months Ended                 Six Months Ended
                                                                  June 30,                          June 30,
                                                      ------------------------------    --------------------------------
                                                           2000             1999              2000            1999
                                                      -------------     ------------    --------------   ---------------
                                                          Ascent           Ascent            Ascent      Proforma Ascent

<S>                                                   <C>               <C>             <C>              <C>
Premiums                                              $     29,228      $    29,574     $     58,233     $     59,522
Other                                                          810              325            1,495              549
                                                      -------------     ------------    --------------   ---------------
Total insurance operating revenue                           30,038           29,899           59,728           60,071

Benefits and claims                                         22,962           21,733           46,644           43,532
Commissions                                                  2,838            2,961            5,948            6,483
Amortization of deferred policy acquisition costs              641              392            1,221              678
General and administrative expense                           5,843            4,662           10,965           10,141
Taxes licenses and fees                                      1,269            1,293            2,460            2,352
                                                      -------------     ------------    --------------   ---------------
Total insurance operating expenses                          33,553           31,041           67,238           63,186
                                                      -------------     ------------    --------------   ---------------
     Insurance operating results                            (3,515)          (1,142)          (7,510)          (3,115)
                                                      -------------     ------------    --------------   ---------------

Fee and service income                                       4,484            3,871            8,695            7,910
Fee and service expenses                                    (3,747)          (3,259)          (7,232)          (7,027)
                                                      -------------     ------------    --------------   ---------------
     Fee and service results                                   737              612            1,463              883
                                                      -------------     ------------    --------------   ---------------
Net investment income                                        2,266            2,333            4,344            4,895
Net realized loss on investments                              (254)            (63)             (237)             (22)
Interest expense on notes payable                             (152)            (119)            (236)            (238)
                                                      -------------     ------------    --------------   ---------------
     (Loss) income before income taxes                        (918)           1,621           (2,176)           2,403
Income tax benefit (expense)                                   312             (567)             740             (841)
                                                      -------------     ------------    --------------   ---------------
     Net (loss) income                                $       (606)     $     1,054     $     (1,436)    $      1,562
                                                      =============     ============    ==============   ===============

Insurance operating ratios*

  Benefits and claims                                         78.6%           73.5%            80.1%            73.1%
  Commissions                                                  9.7%           10.0%            10.2%            10.9%
  Amortization of deferred policy acquisition costs            2.2%            1.3%             2.1%             1.1%
  General and administrative expense                          19.5%           15.6%            18.4%            16.9%
  Taxes, licenses and fees                                     4.3%            4.4%             4.2%             4.0%
</TABLE>

*Ratios are calculated as a percent of premium with the exception of the general
and  administrative  expense  ratio  which is  calculated  as a percent of total
insurance operating revenue.


<PAGE>


Overview.  For the second  quarter of 2000,  the Company  incurred a loss before
income taxes of $0.9 million  compared to $1.6 million of income  before  income
taxes for the second  quarter of 1999. The  unfavorable  trend in pre-tax income
was  principally  attributable  to the  5.1  percentage  point  increase  in the
benefits and claims  ratio and a 3.9  percentage  point  increase in general and
administrative  expenses which reduced  insurance  operating results and pre-tax
income by $1.5 million and $1.2 million, respectively.

For the first six months of 2000, the pre-tax loss was $2.2 million, compared to
$2.4  million of pre-tax  income for the six months  ended June 30,  1999. A 7.0
percentage  point  increase in the benefits  and claims ratio was the  principal
contributor to the decline in pre-tax income.

The following narratives discuss the principal components of insurance operating
results and net investment income.

Premiums.  Premium  revenue,  in  thousands,  for each major product line is set
forth below:
<TABLE>
<CAPTION>

                                                         Three Months Ended        Six Months Ended
                                                              June 30,                  June 30,

                                                      -----------------------   -----------------------
                                                         2000         1999         2000         1999
                                                      ----------   ----------   ----------   ----------
                                                        Ascent       Ascent       Ascent      Proforma

                                                                                               Ascent

Medical Expense:
<S>                                                   <C>          <C>          <C>          <C>
  First-year                                          $  6,629     $  3,566     $ 12,847     $  6,363
  Renewal                                                8,514       10,316       17,308       21,601
                                                      ----------   ----------   ----------   ----------
     Subtotal                                           15,143       13,882       30,155       27,964
                                                      ----------   ----------   ----------   ----------
Specified Disease:
  First-year                                               352          340          726          637
  Renewal                                                6,468        7,067       13,294       14,335
                                                      ----------   ----------   ----------   ----------
     Subtotal                                            6,820        7,407       14,020       14,972
                                                      ----------   ----------   ----------   ----------
Medicare Supplement:
  First-year                                                 -            -            -           22
  Renewal                                                6,574        8,152       13,074       16,291
                                                      ----------   ----------   ----------   ----------
     Subtotal                                            6,574        8,152       13,074       16,313
                                                      ----------   ----------   ----------   ----------
Other                                                      691          133          984          273
                                                      ----------   ----------   ----------   ----------
     Total Premium Revenue                            $ 29,228     $ 29,574     $ 58,233     $ 59,522
                                                      ==========   ==========   ==========   ==========
</TABLE>

Total premiums decreased slightly by $0.3 million,  or 1%, in the second quarter
of 2000 as compared  to the second  quarter of 1999 as new  business  production
almost fully offset the expected decline in renewal premiums from older,  closed
blocks of  business.  The  Company  is  principally  marketing  medical  expense
products. No medicare supplement products are being marketed.

Benefits and Claims.  Benefits and claims are comprised of (1) claims paid,  (2)
changes in claim reserves for claims incurred (whether or not reported), and (3)
changes  in  future  policy  benefit  reserves.  The  increases  in the ratio of
benefits and claims to premiums for the second quarter of 2000 and the first six
months of 2000  compared to the  comparable  1999 periods were due  primarily to
unfavorable  paid claims  experience in the Medical Expense line of business for
both  first-year  and  renewal   business.   The  Company  continues  to  pursue
initiatives  to reduce  its  benefits  and  claims to  premium  ratio  including
increased  production  of profitable  products and active  premium rate increase
management.

General and Administrative  expense.  For the second quarter of 2000 and the six
months ended June 30, 2000, general and  administrative  expenses increased over
the comparable 1999 period due to expenses related to the implementation in May,
2000 of the  Company's  new policy  administration  and claims  data  processing
systems and increased new business production.

Net  investment  income.  For the six months ended June 30, 2000, net investment
income  decreased  $0.6 million,  or 11%, as compared to the same period in 1999
primarily due to a 10% decrease in average invested assets.

FINANCIAL CONDITION

Investments.  The  following  table  summarizes  the  Company's  fixed  maturity
securities, excluding short-term investments and certificates of deposit. All of
the Company's fixed maturity securities are classified as available-for-sale and
are carried at estimated  market value.  Estimated  market value  represents the
closing  sales  prices  of  marketable  securities.   Investments  in  the  debt
securities of corporations are principally in publicly traded bonds.

<TABLE>
<CAPTION>

                                                     June 30, 2000         December 31, 1999
                                                 --------------------    --------------------
                                                   Market                  Market
Fixed Maturity Securities                          Value         %         Value         %
---------------------------------------------    ----------   -------    ----------   -------
                                                    (in thousands)           (in thousands)
U.S. Government and governmental
agencies and authorities (except
<S>                                              <C>          <C>        <C>          <C>
mortgage-backed)                                 $   9,522       9.5     $  10,688      11.0
Finance                                             23,321      23.4        23,950      24.5
Public utilities                                     6,353       6.4         9,128       9.4
Mortgage-backed                                     13,548      13.6         7,725       7.9
States, municipalities and political
subdivisions                                         1,877       1.9         1,867       1.9
All other corporate bonds                           45,087      45.2        44,205      45.3
                                                 ----------   -------    ----------   -------
     Total fixed maturity securities             $  99,708     100.0     $  97,563     100.0
                                                 ==========   =======    ==========   =======
</TABLE>

The following  table  indicates by rating the composition of the Company's fixed
maturity securities portfolio, excluding short-term investments and certificates
of  deposit.  Ratings  are the lower of those  assigned by Standard & Poor's and
Moody's, when available,  and are shown in the table using the Standard & Poor's
rating scale.  Unrated  securities are assigned  ratings based on the applicable
NAIC's  designation or the rating assigned to comparable debt outstanding of the
same issuer.  NAIC 1 fixed maturity  securities  have been classified as "A" and
NAIC 2 fixed maturity securities have been classified as "BBB".


<PAGE>


<TABLE>
<CAPTION>

                                                     June 30, 2000        December 31, 1999
                                                 --------------------    --------------------
Composition of Fixed Maturity                      Market                  Market
Securities by Rating                               Value         %         Value         %
---------------------------------------------    ----------   -------    ----------   -------
                                                    (in thousands)           (in thousands)
Ratings
-------
Investment grade:
<S>                                              <C>          <C>        <C>          <C>
   U.S. Government and agencies                  $  23,070      23.1     $  18,414      18.9
   AAA                                               2,029       2.0         1,865       1.9
   AA                                                9,090       9.1        10,277      10.5
   A                                                36,319      36.5        35,823      36.7
   BBB                                              27,883      28.0        29,732      30.5
Non-Investment grade:
   BB                                                1,006       1.0         1,133       1.2
   B and below                                         311       0.3           319       0.3
                                                 ----------   -------    ----------   -------
     Total fixed maturity securities             $  99,708     100.0     $  97,563     100.0
                                                 ==========   =======    ==========   =======
</TABLE>

The scheduled contractual maturities of the Company's fixed maturity securities,
excluding  short-term  investments and certificates of deposit, at June 30, 2000
and  December  31, 1999 are shown in the table below.  Expected  maturities  may
differ from contractual  maturities because borrowers may have the right to call
or prepay obligations with or without penalties.

<TABLE>
<CAPTION>

                                                     June 30, 2000        December 31, 1999
                                                 --------------------    --------------------
Composition of Fixed Maturity                      Market                  Market
Securities by Maturity                             Value         %         Value         %
---------------------------------------------    ----------   -------    ----------   -------
                                                    (in thousands)          (in thousands)
Scheduled Maturity

<S>                                              <C>           <C>       <C>           <C>
Due in one year or less                          $   4,790       4.8     $   4,012       4.1
Due after one year through five years               26,963      27.0        33,311      34.2
Due after five years through ten years              29,120      29.2        26,367      27.0
Due after ten years                                 25,287      25.4        26,148      26.8
Mortgage-backed securities                          13,548      13.6         7,725       7.9
                                                 ----------   -------    ----------   -------
     Total fixed maturity securities             $  99,708     100.0     $  97,563     100.0
                                                 ==========   =======    ==========   =======
</TABLE>

Claim  Reserves.  Claim  reserves  are  established  by the  Company for benefit
payments which have already been incurred by the policyholder but which have not
been paid by the Company.  Claim reserves totaled $44.8 million at June 30, 2000
as compared to $38.8  million at December  31, 1999.  The process of  estimating
claim  reserves  involves  the active  participation  of  experienced  actuarial
consultants with input from the underwriting,  claims, and finance  departments.
The  inherent  uncertainty  in  estimating  claim  reserves  is  increased  when
significant  changes  occur.  Examples of such changes  include:  (1) changes in
economic  conditions;  (2)  changes  in state or federal  laws and  regulations,
particularly  insurance reform measures;  (3) changes in production  sources for
existing lines of business;  (4) writings of significant  blocks of new business
and (5) significant  changes in claims payment patterns.  Because claim reserves
are estimates,  management  monitors reserve adequacy over time,  evaluating new
information as it becomes  available and adjusting  claim reserves as necessary.
Such adjustments are reflected in current operations.

Management   considers  many  factors  when  setting  reserves  including:   (1)
historical trends; (2) current legal  interpretations of coverage and liability;
(3) loss  payments  and pending  levels of unpaid  claims;  and (4) product mix.
Based on these  considerations,  management believes that adequate provision has
been made for the  Company's  claim  reserves.  Actual  claims paid may deviate,
perhaps substantially, from such reserves.

Future Policy Benefit  Reserves.  Future policy benefit reserves are established
by the Company for benefit  payments  that have not been  incurred but which are
estimated to be incurred in the future.  Future policy benefit  reserves totaled
$61.1  million at June 30,  2000 as compared  to $57.1  million at December  31,
1999.  Future policy benefit reserves are calculated  according to the net level
premium  reserve  method and are equal to the  discounted  present  value of the
Company's  expected future  policyholder  benefits minus the discounted  present
value of its expected  future net premiums.  These present value  determinations
are based upon assumed fixed investment yields, the age of the insured(s) at the
time of policy issuance,  expected morbidity and persistency rates, and expected
future policyholder benefits.

In determining the morbidity, persistency rate, claim cost and other assumptions
used in determining the Company's  future policy benefit  reserves,  the Company
relies  primarily  upon its own benefit  payment  history  and upon  information
developed in  conjunction  with  actuarial  consultants  and industry  data. The
Company's  persistency  rates  have a  direct  impact  upon its  policy  benefit
reserves because the determinations for this reserve are, in part, a function of
the number of policies in force and expected to remain in force to maturity.  If
persistency is higher or lower than expected,  future policyholder benefits will
also be  higher  or lower  because  of the  different  than  expected  number of
policies  in  force,  and the  policy  benefit  reserves  will be  increased  or
decreased accordingly.

In accordance  with GAAP,  the  Company's  actuarial  assumptions  are generally
fixed, and absent materially adverse benefit experience,  they are not generally
adjusted. The Company monitors the adequacy of its policy benefit reserves on an
ongoing  basis  by   periodically   analyzing  the  accuracy  of  its  actuarial
assumptions.  The adequacy of the Company's  policy benefit reserves may also be
impacted by the development of new medicines and treatment  procedures which may
alter the incidence  rates of illness and the treatment  methods for illness and
accident  (such  as  out-patient   versus   in-patient  care)  or  prolong  life
expectancy. Changes in coverage provided by major medical insurers or government
plans may also affect the  adequacy of the  Company's  reserves if, for example,
such  developments had the effect of increasing or decreasing the incidence rate
and per claim  costs of  occurrences  against  which  the  Company  insures.  An
increase in either the incidence rate or the per claim costs of such occurrences
could result in the Company  needing to post  additional  reserves,  which could
have a material adverse effect upon its business, financial condition or results
of operations.

LIQUIDITY, CAPITAL RESOURCES AND STATUTORY CAPITAL AND SURPLUS

Ascent.  Ascent's principal assets consist of the capital stock of its operating
subsidiaries  and invested  assets.  Accordingly,  Ascent's sources of funds are
primarily comprised of dividends from its operating  subsidiaries,  advances and
management fees from  non-insurance  subsidiaries,  and tax payments under a tax
sharing  agreement among Ascent and its  subsidiaries.  The Company's  principal
uses of cash are for capital  contributions  to its Insurance  Subsidiaries  and
general and administrative expenses. The Company funded capital contributions of
$0.8 million in the second quarter of 2000 and $2.0 million in the first quarter
of 2000 to its Insurance  Subsidiaries.  The Company  expects to make additional
contributions  to its Insurance  Subsidiaries  to support planned growth in 2000
and 2001.  Continued  adverse paid claims experience in Medical Expense products
could  have a  material  adverse  impact on the  Company's  ability  to  provide
sufficient  capital  contributions  to its  Insurance  Subsidiaries  to  support
planned growth. As of June 30, 2000, Ascent held  approximately  $6.2 million in
unrestricted  cash and  invested  assets as compared to $8.7 million at December
31, 1999.

Dividends on Ascent's Redeemable Convertible Preferred Stock ("Preferred Stock")
may be paid in cash or by issuance of additional  shares of Preferred  Stock, at
the Company's  option.  Preferred  Stock dividends for 1999 were paid in January
2000 through the issuance of 1,873  additional  shares of Preferred  Stock and a
$965 distribution of cash.

Dividends  paid by the Insurance  Subsidiaries  are determined by and subject to
the regulations of the insurance laws and practices of the insurance departments
of their  respective state of domicile.  NFL, a Delaware  domestic  company,  is
precluded  from  paying  dividends  in 2000  without  the prior  approval of the
Delaware Insurance Commissioner, as its earned surplus is negative. Further, NFL
has agreed to obtain  prior  approval for any future  dividends.  NFIC and AICT,
Texas domestic  companies,  are also precluded from paying dividends during 2000
without  the  prior  approval  of  the  Texas  Insurance  Commissioner  as  both
companies' earned surplus is negative. FLICA, a Mississippi domestic company, is
precluded  from paying  dividends  during 2000 without the prior approval of the
Mississippi Insurance Commissioner as it recorded a net loss from operations for
the year ended December 31, 1999.

Insurance   Subsidiaries.   The  primary  sources  of  cash  for  the  Insurance
Subsidiaries  are premiums  and income on invested  assets.  Additional  cash is
periodically  provided by capital  contributions  from the Company (see "Ascent"
discussion  above) and from the sale of  short-term  investments  and could,  if
necessary,  be provided through the sale of long-term  investments and blocks of
business.  The  Insurance  Subsidiaries'  primary uses for cash are benefits and
claims,  commissions,  general and administrative  expenses, and taxes, licenses
and fees.

Inflation  will affect  claim costs on the  Company's  Medicare  Supplement  and
Medical Expense products.  Costs associated with a hospital stay and the amounts
reimbursed by the Medicare  program are each  determined,  in part, based on the
rate of inflation.  If hospital and other  medical costs that are  reimbursed by
the Medicare program increase,  claim costs on the Medicare  Supplement products
will  increase.  Similarly,  as the hospital and other medical  costs  increase,
claim costs on the  Medical  Expense  products  will  increase.  The Company has
somewhat   mitigated  its  exposure  to  inflation  in   incorporating   certain
limitations on the maximum  benefits which may be paid under its policies and by
filing for premium rate increases as necessary.

Consolidated.  The  Company's  consolidated  net cash  provided  by  (used  for)
operations  totaled  $6.6 million and $(1.8)  million for the second  quarter of
2000 and  1999,  respectively.  The $8.4  million  increase  in cash  flow  from
operations was primarily  attributable  to a decrease in the benefits and claims
paid during the second  quarter of 2000,  which resulted  primarily  from: (1) a
loss of five  production days due to the March 28, 2000 tornado in downtown Fort
Worth where the Company's  administrative offices are located and (2) a decrease
in claims paid per examiner due to the challenges inherent with the introduction
of the new data  processing  system for claim  payments.  The Company expects to
resume normal claims processing levels by the end of the third quarter of 2000.

Net cash (used for) provided by investing  activities  for the second quarter of
2000  and 1999  totaled  $(9.3)  million  and $3.3  million,  respectively.  The
increase in net cash used for  investment  activities for 2000 was primarily for
the purchase of fixed maturity and short-term investments.

Net cash provided by (used for)  financing  activities  totaled $1.0 million and
$(1.6) million for the second quarter of 2000 and 1999, respectively.  Financing
activities  during the second quarter of 2000 include $1.1 million in borrowings
related to the  Company's  receivable  financing  program,  and $0.1  million in
repayments related to the term loan facility.  Financing activities for the same
period in 1999 relate  primarily to $3.0 million of repayments  and $1.4 million
of new borrowings associated with the Company's receivables financing program.

In the ordinary course of business, the Company advances commissions on policies
written by its general  agencies  and their  agents.  The Company  finances  the
majority of its obligations to make commission  advances through Ascent Funding,
Inc.  ("AFI"),  an indirect wholly owned  subsidiary of Ascent which has entered
into a  Credit  Agreement  (the  "Credit  Agreement")  with  LaSalle  Bank N. A.
("LaSalle"). This Credit Agreement, as amended, provides AFI with a $7.5 million
three-year  revolving  loan facility which expires on June 5, 2001. The proceeds
of this  facility  are  used to  purchase  agent  advance  receivables  from the
Insurance  Subsidiaries and certain affiliated marketing companies.  At June 30,
2000,  approximately  $5.7 million was outstanding  under the Credit  Agreement.
AFI's  obligations  under  the  Credit  Agreement  are  secured  by  liens  upon
substantially  all of AFI's assets.  Furthermore,  Ascent has  guaranteed  AFI's
obligations  under the Credit  Agreement,  and has pledged all of the issued and
outstanding  shares of the capital stock of AFI, NFL and NFIC as collateral  for
that guaranty (the "Guaranty  Agreement").  As of August 14, 2000, there were no
events of default under the Credit or Guaranty Agreements.

In July 1999, Ascent  Management,  Inc. ("AMI") entered into a $3.3 million term
loan  facility  with  LaSalle,  proceeds  of  which  were  used to  fund  system
replacement  costs.  Advances  under  the term  loan  facility  are  secured  by
substantially all of AMI's assets and the Guaranty Agreement. Under the terms of
the loan,  principal  is  payable  in 60 equal  monthly  installments  beginning
January 31, 2000. At June 30, 2000,  approximately  $3.0 million was outstanding
under the term loan facility.

FORWARD-LOOKING STATEMENTS

The Private  Securities  Litigation  Reform Act of 1995 provides a "safe harbor"
for  forward-looking  statements.  The  preceding  statements  and certain other
statements contained in Part 1, Item 1 - Financial Statements and Part 1, Item 2
-  Management's  Discussion  and Analysis of Results of Operation  and Financial
Condition, are forward-looking statements.  These forward-looking statements are
based on the intent,  belief or current  expectations of the Company and members
of its senior  management team. While the Company believes that its expectations
are based on  reasonable  assumptions  within the bounds of its knowledge of its
business and  operations,  prospective  investors  are  cautioned  that any such
forward-looking statements are not guarantees of future performance, and involve
risks and  uncertainties,  and that actual  results may differ  materially  from
those contemplated by such forward-looking statements.

Important  factors known to management that could cause actual results to differ
materially  from those  contemplated by the  forward-looking  statements in this
Report include, but are not limited to:

*    the effect of economic and market conditions

*    further  adverse  developments  with  respect  to the  Company's  liquidity
     position or operations of the Company's various businesses

*    actions that may be taken by insurance regulatory authorities

*    adverse  developments  in the timing or results  of the  Company's  current
     strategic business plan

*    the  difficulty  in  controlling  health  care  costs and  integrating  new
     operations

*    the   ability  of  the   Company  to  realize   anticipated   general   and
     administrative   expense  savings  and  overhead   reductions  from  system
     replacement initiatives

*    the  ability  of  management   to  return  the   Company's   operations  to
     profitability, and

*    the possible negative effects of prospective health care reform.

Additional  factors that would cause actual  results to differ  materially  from
those contemplated within this report can also be found in the Company's reports
to the  Securities  and  Exchange  Commission  ("SEC") on Form 10-K for the Year
Ended December 31, 1999 and Form 10-Q for the Three Months Ended March 31, 2000.
Subsequent  written or oral  statements  attributable  to the Company or persons
acting on its behalf are expressly qualified in their entirety by the cautionary
statements in this Report and those in the Company's  reports  previously  filed
with the SEC.  Copies of these filings may be obtained by contacting the Company
or the SEC.


<PAGE>


                             ASCENT ASSURANCE, INC.
                                     PART II

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

On May 11, 2000, Ascent Assurance, Inc. held its annual meeting of shareholders.
At the  meeting,  the  shareholders  elected  two  directors  of the Company and
ratified  the   selection  of   PricewaterhouseCoopers   LLP  as  the  Company's
independent accountants.

The  shareholders  elected  Richard H. Hershman and Robert A. Peiser to serve on
the Company's  Board of Directors  for a three year term  expiring in 2003.  The
following table reflects the votes cast at the annual meeting:

                                               For                 Withheld

                                         ----------------      ----------------
          Richard H. Hershman               6,293,376               15,347
          Robert A. Peiser                  6,293,376               15,347

                   Total Votes Cast         6,308,723

Directors whose terms continued and the years in which their term expires are as
follows:

         Director                  Term Expiration

----------------------------    ----------------------
Patrick J. Mitchell                     2001
James K. Steen                          2001
Paul E. Suckow                          2001
John H. Gutfreund                       2002
Michael A. Kramer                       2002

The Company's Board of Directors selected the firm of PricewaterhouseCoopers LLP
as the  independent  accountants of the Company for 2000. At the annual meeting,
the shareholders  ratified the Board of Director's  selection.  Out of the total
votes cast;  6,293,775 voted for;  14,776 voted against;  and 172 abstained from
voting.


<PAGE>


ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits

The following  exhibits are filed herewith.  Exhibits  incorporated by reference
are indicated in the parentheses following the description.

2.1  First  Amended Plan of  Reorganization  of Westbridge  Capital Corp.  Under
     Chapter  11  of  the  Bankruptcy   Code,  dated  as  of  October  30,  1998
     (incorporated  by reference to Exhibit 2 to the Company's Form 8-K filed on
     September 21, 1998).

2.2  Amended  Disclosure  Schedule   Accompanying  the  First  Amended  Plan  of
     Reorganization  of  Westbridge  Capital  Corp.  under  Chapter  11  of  the
     Bankruptcy  Code  (incorporated  by reference to Exhibit 2 to the Company's
     Form 8-K filed on September 21, 1998).

2.3  Findings  of Fact,  Conclusions  of Law,  and  Order  confirming  the First
     Amended Plan of  Reorganization  of Westbridge  Capital Corp. dated October
     30,  1998,  as  modified  (incorporated  by  reference  to Exhibit 2 to the
     Company's Form 8-K filed on December 29, 1998).

3.1  Second  Amended and Restated  Certificate of  Incorporation  of the Company
     filed  with  the   Secretary  of  State  of  Delaware  on  March  24,  1999
     (incorporated  by reference to Exhibit 3.1 to the Company's  Form 8-A filed
     on March 25, 1999).

3.2  Amended and Restated By-Laws of the Company, effective as of March 24, 1999
     (incorporated  by reference to Exhibit 3.2 to the Company's  Form 8-A filed
     on March 25, 1999).

3.3  Amendment to the By-Laws of the Company, effective as of April 5, 2000.

4.1  Form of Common Stock Certificate  (incorporated by reference to Exhibit 4.1
     to the Company's Form 8-A filed on March 25, 1999).

4.2  Form of Warrant  Certificate,  included  in the Form of  Warrant  Agreement
     (incorporated  by reference to Exhibit 4.2 to the Company's  Form 8-A filed
     on March 25, 1999).

4.3  Form of Warrant  Agreement dated as of March 24, 1999,  between the Company
     and LaSalle  National Bank, as warrant agent  (incorporated by reference to
     Exhibit 4.3 to the Company's Form 8-A filed on March 25, 1999).

4.4  Form of Preferred Stock  Certificate  (incorporated by reference to Exhibit
     4.4 to the Company's Annual Report on Form 10-K for the year ended December
     31, 1998).

10.1 First  Amendment to Guaranty  Agreement  dated as of March 24, 1999 between
     Westbridge Capital Corp. in favor of LaSalle National Bank (incorporated by
     reference to Exhibit 10.12 to the Company's  Annual Report on Form 10-K for
     the year ended December 31, 1998).

10.2 Registration  Rights  Agreement  dated as of March  24,  1999  between  the
     Company and Special Situations Holdings, Inc. - Westbridge (incorporated by
     reference to Exhibit 10.13 to the Company's  Annual Report on Form 10-K for
     the year ended December 31, 1998).

10.3 1999  Stock  Option  Plan  dated  as of March  24,  1999  (incorporated  by
     reference to the Company's  Schedule 14A filed with the Commission on April
     30, 1999)

10.4 Installment  Note Agreement dated July 20, 1999 between Ascent  Management,
     Inc. and LaSalle Bank National  Association  (incorporated  by reference to
     Exhibit 10.4 to the Company's Quarterly Report on Form 10-Q for the quarter
     ended September 30, 1999).

10.5 Second  Amendment to Credit  Agreement dated August 12, 1999 between Ascent
     Funding,  Inc.  and LaSalle  Bank  National  Association  (incorporated  by
     reference to Exhibit 10.5 to the  Company's  Quarterly  Report on Form 10-Q
     for the quarter ended September 30, 1999).

10.6 Second  Amendment to Guaranty  Agreement dated July 20, 1999 between Ascent
     Assurance,  Inc. and LaSalle Bank  National  Association  (incorporated  by
     reference to Exhibit 10.6 to the  Company's  Quarterly  Report on Form 10-Q
     for the quarter ended September 30, 1999).

10.7 Third  Amendment to Guaranty  Agreement dated April 17, 2000 between Ascent
     Assurance, Inc. and LaSalle Bank National Association.

10.8 Extension of Employment  Agreement,  dated as of September 15, 1998, by and
     among the Company, Westbridge Management Corp. and Mr. Patrick J. Mitchell.

10.9 Extension of Employment  Agreement,  dated as of September 15, 1998, by and
     among the Company, Westbridge Management Corp. and Mr. Patrick H. O'Neill.


27.1 Financial Data Schedule (included in electronic filing only).

(b)  Reports on Form 8-K

No reports on Form 8-K were filed during the quarter ended June 30, 2000.


<PAGE>



                                                                       Form 10-Q

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

                                   ASCENT ASSURANCE, INC.

                                    /s/ Cynthia B. Koenig
                                   ----------------------
                                   Cynthia B. Koenig
                                   Senior Vice President,
                                   Chief Financial Officer and Treasurer
                                   (Principal Financial and
                                   Accounting Officer)
















Dated at Fort Worth, Texas
August 14, 2000