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 March 31, 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 I - FINANCIAL INFORMATION
<S>                                                                                                       <C>
                                                                                                           Page No.

Item 1 - Financial Statements

       Ascent Assurance, Inc. Condensed Consolidated Balance Sheets
       at March 31, 2000 and December 31, 1999...............................................................3

       Ascent Assurance, Inc. Condensed Consolidated Statement of Income
       for the Three Months Ended March 31, 2000.............................................................4

       Westbridge Capital Corp. Condensed Consolidated Statement of Income
       for the Three Months Ended March 31, 1999.............................................................5

       Ascent Assurance, Inc. Consolidated Statement of Comprehensive Income
       for the Three Months Ended March 31, 2000.............................................................6

       Westbridge Capital Corp. Consolidated Statement of Comprehensive Income
       for the Three Months Ended March 31, 1999.............................................................7

       Ascent Assurance, Inc. Condensed Consolidated Statement of Cash Flows
       for the Three Months Ended March 31, 2000.............................................................8

       Westbridge Capital Corp. Condensed Consolidated Statement of Cash Flows
       for the Three Months Ended March 31, 1999.............................................................9

       Ascent Assurance, Inc. Consolidated Statement of Changes in Stockholders'
       Equity for the Three Months Ended March 31, 2000.....................................................10

       Notes to Condensed Consolidated Financial Statements.................................................11

Item 2 - Management's Discussion and Analysis of Financial Condition and Results of
               Operations
       General..............................................................................................14
       Business Overview....................................................................................14
       Operating Results....................................................................................15
       Financial Condition..................................................................................17
       Liquidity, Capital Resources and Statutory Capital and Surplus.......................................19
       Forward-Looking Statements...........................................................................21

PART II - OTHER INFORMATION

Item 6 - Exhibits and Reports on Form 8-K...................................................................23

</TABLE>


<PAGE>


                             ASCENT ASSURANCE, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEET
<TABLE>
<CAPTION>

                                                                                         March 31,         December 31,
                                                                                           2000                1999
                                                                                       (Unaudited)          (Audited)
                                                                                      ---------------    ----------------
Assets                                                                               (in thousands, except per share data)
<S>                                                                                  <C>                <C>
Investments:
  Fixed Maturities:
     Available-for-sale, at market value (amortized cost $104,420 and $103,436)       $      98,817      $      97,563
  Equity securities, at market (cost $1,365)                                                  1,346              1,313
  Other investments                                                                             392                413
  Short-term investments                                                                      7,884             10,904
                                                                                      ---------------    ----------------
     Total Investments                                                                      108,439            110,193

Cash                                                                                          5,395              5,110
Accrued investment income                                                                     1,885              2,030
Receivables from agents, net of allowance for doubtful accounts of $5,942 and
$6,060                                                                                        6,689              7,062
Deferred policy acquisition costs                                                            21,102             19,393
Deferred tax asset, net                                                                       7,370              7,086
Property and equipment, net of accumulated deprecation of $1,707 and $1,546                   6,645              6,272
Other assets                                                                                  7,560              6,544
                                                                                      ---------------    ----------------
     Total Assets                                                                     $     165,085      $     163,690
                                                                                      ===============    ================

Liabilities, Preferred Stock and Stockholders' Equity
Liabilities:

  Policy liabilities and accruals:
     Future policy benefits                                                           $      59,468      $      57,119
     Claim reserves                                                                          39,212             38,776
                                                                                      ---------------    ----------------
     Total policy liabilities and accruals                                                   98,680             95,895

Accounts payable and other liabilities                                                       10,955             13,592
Notes payable                                                                                 7,764              7,162
                                                                                      ---------------    ----------------
     Total liabilities                                                                      117,399            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                                                             27,438             27,338
  Accumulated other comprehensive income, net of tax                                         (3,698)            (3,851)
  Retained (deficit) earnings                                                                (1,249)               232
                                                                                      ---------------    ----------------
     Total Stockholders' Equity                                                              22,556             23,784
                                                                                      ---------------    ----------------
     Total Liabilities, Preferred Stock and Stockholders' Equity                      $     165,085      $     163,690
                                                                                      ===============    ================
</TABLE>

See the Notes to the Condensed Consolidated Financial Statements.

<PAGE>


                             ASCENT ASSURANCE, INC.
                   CONDENSED CONSOLIDATED STATEMENT OF INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                           Three Months Ended
                                                             March 31, 2000
                                                           -----------------
                                                         (in thousands, except
                                                            per share data)
<S>                                                      <C>
Revenues:
  Premiums:
     First-year                                           $         6,709
     Renewal                                                       22,296
                                                          -----------------
     Total Premiums                                                29,005

  Net investment income                                             2,078
  Fee and service income                                            4,896
  Net realized gain on investments                                     17
                                                          -----------------
                                                                   35,996
                                                          -----------------
Benefits, claims and expenses:
  Benefits and claims                                              23,682
  Amortization of deferred policy acquisition costs                   580
  Commissions                                                       4,971
  General and administrative expenses                               6,746
  Taxes, licenses and fees                                          1,191
  Interest expense on notes payable                                    84
                                                          -----------------
                                                                   37,254
                                                          -----------------

Loss before income taxes                                           (1,258)
Income tax benefit                                                    428
                                                          -----------------

     Net loss                                              $         (830)
                                                          =================

Preferred Stock dividends                                             651
                                                          -----------------
Loss applicable to common stockholders                     $       (1,481)
                                                          =================

Basic and diluted loss per common share                    $        (0.23)
                                                          =================

Basic and diluted weighted average shares outstanding               6,500
                                                          =================
</TABLE>


See the Notes to the 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)
<S>                                                         <C>
Revenues:
  Premiums:
     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 Consolidated Financial Statements.

<PAGE>


                             ASCENT ASSURANCE, INC.
                 CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                           Three Months Ended
                                                              March 31, 2000
                                                            -----------------
                                                             (in thousands)
<S>                                                         <C>

Net loss                                                     $        (830)
Other comprehensive income:
  Unrealized holding gain arising during
    period, net of tax                                                 164
  Reclassification adjustment of gain on sales
    of investments included in net income, net of tax                  (11)
                                                            -----------------

Comprehensive loss                                           $        (677)
                                                            =================
</TABLE>


See the Notes to the 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 Consolidated Financial Statements.

<PAGE>


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

<TABLE>
<CAPTION>
                                                            Three Months Ended
                                                              March 31, 2000
                                                            -----------------
                                                             (in thousands)
Cash Flow From Operating Activities:

<S>                                                         <C>
Net loss                                                    $         (830)
  Adjustments to reconcile net income to cash provided by
       (used for) operating activities:
     Decrease in accrued investment income                             145
     Amortization of deferred policy acquisition costs                 580
     Decrease in receivables from agents                               373
     Addition to deferred policy acquisition costs                  (2,289)
     Increase in other assets                                       (1,016)
     Increase in policy liabilities and accruals                     2,785
     Decrease in accounts payable and other liabilities             (2,637)
     Increase in deferred income taxes, net                           (284)
     Other, net                                                      1,552
                                                             ----------------
     Net Cash Used For Operating Activities                         (1,621)
                                                             ----------------

Cash Flow From Investing Activities:

  Proceeds from investments sold:
     Fixed maturities, called or matured                               873
     Fixed maturities, sold                                            906
     Other investments, sold or matured                              3,041
  Cost of investments acquired                                      (2,981)
  Property and equipment purchased                                    (535)
                                                             ----------------
     Net Cash Provided By Investing Activities                       1,304
                                                             ----------------

Cash Flow From Financing Activities:

  Issuance of notes payable                                            742
  Repayment of notes payable                                          (140)
                                                             ----------------
  Net Cash Provided By Financing Activities                            602
                                                             ----------------

  Increase In Cash During Period                                       285
  Cash At Beginning Of Period                                        5,110
                                                             ----------------
  Cash At End Of Period                                      $       5,395
                                                             ================
</TABLE>


See the Notes to the 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 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)                                                                                       (830)           (830)
  Preferred Stock dividend                                                                         (651)           (651)
  Other comprehensive income, net of tax                                              153                           153
  Amortization of unearned compensation                                100                                          100
                                          -----------  -------  ------------  --------------  ------------  -------------
Balance at March 31, 2000                  6,500,000   $  65    $   27,438    $    (3,698)    $  (1,249)    $   22,556
                                          ===========  =======  ============  ==============  ============  =============
</TABLE>

See the Notes to the 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 7).  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) commissions received from sales of unaffiliated products,  (ii)
telemarketing services, and (iii) printing services.

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 generally  accepted  accounting
principles  ("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 both
the three  months  ended  March 31,  2000 and 1999,  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 Ended March 31,
                                                              2000                1999
                                                        -----------------    ----------------
                                                     (amounts in 000's, except per share amounts)

<S>                                                     <C>                  <C>
Net (loss) income                                       $        (830)       $         208
Preferred Stock dividends                                        (651)                   -
                                                        -----------------    ----------------
(Loss) income applicable to common shareholders         $      (1,481)       $         208
                                                        =================    ================
Basic and diluted weighted average shares outstanding           6,500                7,032
                                                        =================    ================
Basic and diluted (loss) earnings per share             $       (0.23)       $        0.03
                                                        =================    ================
</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.

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 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 March 31, 2000 as compared to December 31, 1999 and results of operations for
the three  months  ended  March 31,  2000 as  compared to March 31, 1999 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.


<PAGE>


OPERATING RESULTS

Results of  operations  for Ascent are reported for the three months ended March
31,  2000 and on a pro forma  basis as if Ascent and  Westbridge  adopted  fresh
start  accounting  on January 1, 1999 and  operated  as a single  entity for the
three months ended March 31, 1999.  (In  thousands  except  insurance  operating
ratios.)
<TABLE>
<CAPTION>

                                           Three Months Ended March 31,
                                       ------------------------------------
                                                            Proforma Ascent
                                             2000                 1999
                                       ----------------     ---------------
<S>                                    <C>                  <C>
Premiums                               $       29,005       $      29,948
Other                                             685                 224
                                       ----------------     ---------------
Total insurance operating revenue              29,690              30,172

Benefits and claims                            23,682              21,799
Commissions                                     3,110               3,522
Amortization of deferred policy
   acquisition costs                              580                 286
General and administrative expense              5,122               5,479
Taxes, licenses and fees                        1,191               1,059
                                       ----------------     ----------------
Total insurance operating expenses             33,685              32,145

                                       ----------------     ----------------
     Insurance Operating Results               (3,995)             (1,973)
                                       ----------------     ----------------

Fee and service income                          4,211               4,039
Fee and service expense                        (3,485)             (3,768)
                                       ----------------     ----------------
     Fee and Service Results                      726                 271
                                       ----------------     ----------------

Net investment income                           2,078               2,562
Net realized gain on investments                   17                  41
Interest expense on notes payable                 (84)               (119)
                                       ----------------     ----------------
     (Loss) Income Before Income Taxes         (1,258)                782

Income tax benefit (expense)                      428                (266)
                                       ----------------     ----------------


     Net (Loss) Income                 $         (830)      $         516
                                       ================     ================

Insurance Operating Ratios*

Benefits and claims                              81.6%               72.8%
Commissions                                      10.7%               11.8%
Amortization of deferred policy
   acquisition costs                              2.0%                1.0%
General and administrative expenses              17.3%               18.2%
Taxes, licenses and fees                          4.1%                3.5%
</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 first  quarter of 2000,  the  Company  incurred a loss before
income taxes of $1.3 million  compared to $0.8 million of income  before  income
taxes for the first quarter of 1999. The unfavorable trend in pre-tax income was
principally  attributable  to the 8.8 percentage  point increase in the benefits
and claims ratio which reduced insurance operating results and pre-tax income by
$2.6 million.

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 March 31,
                                     -------------------------------------
                                            2000                 1999
                                     ----------------    -----------------
<S>                                  <C>                 <C>
Medical Expense:
  First-year                         $        6,218      $       2,797
  Renewal                                     8,564             11,285
                                     ----------------    -----------------
     Subtotal                                14,782             14,082
                                     ----------------    -----------------
Specified Disease:
  First-year                                    374                297
  Renewal                                     6,801              7,268
                                     ----------------    -----------------
     Subtotal                                 7,175              7,565
                                     ----------------    -----------------
Medicare Supplement:
  First-year                                      -                 27
  Renewal                                     6,469              8,134
                                     ----------------    -----------------
     Subtotal                                 6,469              8,161
                                     ----------------    -----------------
Other                                           579                140
                                     ----------------    -----------------
     Total Premium Revenue           $       29,005      $      29,948
                                     ================    =================
</TABLE>

Total premiums  decreased  $0.9 million,  or 3%, in the first quarter of 2000 as
compared to the first  quarter of 1999 due to a decrease in renewal  premiums of
$4.5 million,  or 17%,  that was  partially  offset by an increase in first-year
premiums of $3.6 million or 115%.

The  decrease in renewal  premiums  was  comprised  of a $2.7  million,  or 24%,
decrease  in Medical  Expense  premiums;  a $1.7  million,  or 21%,  decrease in
Medicare Supplement premiums;  and a $0.4 million, or 20%, decrease in Specified
Disease  premiums.  The  cancellation  of  unprofitable  blocks of business  and
decreased  persistency  resulting from the  implementation  of rate increases on
less  profitable  blocks of  business  were the  principal  factors  driving the
decline in renewal premiums.

The increase in first-year  premiums was  primarily  due to a $3.4  million,  or
122%, increase in Medical Expense premiums.  The increase in first-year premiums
was attributable to an increase in submitted new business  production  resulting
from  growth in the  Company's  agency  force,  the  regulatory  approval of new
Medical Expense products and the opening of new regions.

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 increase in the ratio of benefits
and claims to premium compared to the first quarter of 1999 was 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.

Net investment income. Net investment income decreased by $0.5 million,  or 19%,
for the first  quarter of 2000 as compared to the same period of 1999  primarily
due to a 15% 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>

                                                   March 31, 2000              December 31, 1999
                                              -------------------------    -------------------------
                                                  Market                       Market
Fixed Maturity Securities                         Value            %           Value            %
--------------------------------------        --------------    -------    --------------    -------
                                              (in thousands)               (in thousands)
<S>                                           <C>               <C>        <C>               <C>
U.S. Government and governmental
  agencies and authorities (except
  mortgage-backed)                            $    10,128         10.2     $    10,688         11.0
Finance                                            24,861         25.2          23,950         24.5
Public utilities                                    9,318          9.4           9,128          9.4
Mortgage-backed                                     9,278          9.4           7,725          7.9
States, municipalities and political
  subdivisions                                      1,886          1.9           1,867          1.9
All other corporate bonds                          43,346         43.9          44,205         45.3
                                              --------------    -------    --------------    -------
     Total fixed maturity securities          $    98,817        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>

                                                       March 31, 2000                December 31, 1999
                                                 --------------------------     --------------------------
Composition of Fixed Maturity                         Market                        Market
Securities by Rating                                  Value           %             Value             %
---------------------------------------------    --------------    --------     --------------    --------
                                                 (in thousands)                 (in thousands)
Ratings
<S>                                              <C>               <C>          <C>               <C>
Investment grade:

   U.S. Government and agencies                  $    19,405          19.6      $    18,414          18.9
   AAA                                                 2,048           2.1            1,865           1.9
   AA                                                  9,051           9.2           10,277          10.5
   A                                                  37,142          37.6           35,823          36.7
   BBB                                                29,482          29.8           29,732          30.5
Non-Investment grade:
   BB                                                  1,340           1.4            1,133           1.2
   B and below                                           349           0.3              319           0.3
                                                 --------------    ---------    --------------    ---------
     Total fixed maturity securities             $    98,817         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 March 31, 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>

                                                       March 31, 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                          $     4,720          4.8      $     4,012          4.1
Due after one year through five years                 36,036         36.5           33,311         34.2
Due after five years through ten years                24,033         24.3           26,367         27.0
Due after ten years                                   24,750         25.0           26,148         26.8
Mortgage-backed securities                             9,278          9.4            7,725          7.9
                                                 --------------    --------    ---------------   --------
     Total fixed maturity securities             $    98,817        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 $39.2 million at March 31, 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;  and (4)  writings  of  significant  blocks of new
business.  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
$59.5  million at March 31, 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.  During the first  quarter of 2000,  the
Company  funded  capital   contributions   of  $2.0  million  to  its  Insurance
Subsidiaries.  The  Company  expects  to make  additional  contributions  to its
Insurance Subsidiaries to support planned growth in 2000. 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 March 31, 2000,
Ascent and its  non-insurance  subsidiaries held  approximately  $5.1 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  (used  for)  provided  by
operations totaled $(1.6) million and $2.5 million for the first quarter of 2000
and  1999,  respectively.  The $4.1  million  increase  in cash  out  flow  from
operations was primarily  attributable  to the increase in the ratio of benefits
and claims to premiums.

Net cash provided by investing activities for the first quarter of 2000 and 1999
totaled $1.3 million and $0.5  million,  respectively.  The increase in net cash
provided  by  investment  activities  for  2000 was  primarily  used to fund the
Company's operating activities.

Net cash provided by (used for)  financing  activities  totaled $0.6 million and
$(1.1) million for the first quarter of 2000 and 1999,  respectively.  Financing
activities  during  the first  three  months of 2000  include  $0.7  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 the  net  borrowings  and
repayments  associated  with the Company's  receivables  financing  program.  In
addition,  cash used for financing activities for 1999 include approximately $15
million  of  cash   receipts   and   corresponding   outflows   related  to  the
reorganization effective March 24, 1999.

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.  Under this
commission-advancing  program, the Company's  receivables from subagents totaled
approximately  $6.7 million and approximately $4.6 million was outstanding under
the Credit  Agreement  at March 31,  2000.  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 March 31, 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 March 31, 2000,  approximately $3.2 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.  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.
                      (formerly, Westbridge Capital Corp.)
                                     PART II

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).

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).

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 March 31, 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
                                         Chief Financial Officer
                                         (Principal Financial and
                                         Accounting Officer)










Dated at Fort Worth, Texas
May 12, 2000