SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-Q


         [X] QUARTERLY  REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
         EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1999
         OR
         [ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
         SECURITIES EXCHANGE ACT OF 1934
         For the transition period from ______________ to _____________

                         COMMISSION FILE NUMBER 1-13154


                      AMERICAN MEDICAL SECURITY GROUP, INC.
             (Exact name of Registrant as specified in its charter)

       WISCONSIN                                        39-1431799
(State of Incorporation)                    (I.R.S. Employer Identification No.)

          3100 AMS BOULEVARD
         GREEN BAY, WISCONSIN                                            54313
(Address of principal executive offices)                              (Zip Code)


REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE:  (920) 661-3075



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 the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.

Common  stock,  no par value,  outstanding  as of October 31,  1999:  16,278,297
shares


<PAGE>


                      AMERICAN MEDICAL SECURITY GROUP, INC.

                                      INDEX


PART I.       FINANCIAL INFORMATION

  Item 1.   Financial Statements (Unaudited)

            Condensed Consolidated Balance Sheets--September 30, 1999 and
              December 31, 1998................................................3
            Condensed Consolidated Statements of Income--Three months ended
              September 30, 1999 and 1998; Nine months ended September 30, 1999
              and 1998.........................................................5
            Condensed Consolidated Statements of Cash Flows--Nine months ended
              September 30, 1999 and 1998......................................6
            Notes to Condensed Consolidated Financial Statements--
              September 30, 1999...............................................7

  Item 2.   Management's Discussion and Analysis of Financial Condition and
              Results of Operations...........................................12

  Item 3.   Quantitative and Qualitative Disclosures About Market Risk........17


PART II.      OTHER INFORMATION

  Item 1.   Legal Proceedings.................................................18

  Item 2.   Changes in Securities and Use of Proceeds.........................18

  Item 5.   Other Information.................................................18

  Item 6.   Exhibits and Reports on Form 8-K..................................18

         Signatures...........................................................19

         Exhibit Index......................................................EX-1








































                                                                               2
<PAGE>

PART I.       FINANCIAL INFORMATION

ITEM 1.       FINANCIAL STATEMENTS

<TABLE>

                      AMERICAN MEDICAL SECURITY GROUP, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)


<CAPTION>
<S>                                                                              <C>                 <C>

                                                                                   September 30,     December 31,
                                                                                       1999              1998
                                                                                 -----------------------------------
                                                                                          (000'S OMITTED)

ASSETS

Investments:
   Securities available for sale, at fair value:
     Fixed maturities                                                             $     292,303      $     293,096
     Equity securities-preferred                                                          2,198              2,457
   Fixed maturity securities held to maturity, at amortized cost                          3,278              3,361
                                                                                 -----------------------------------

       Total investments                                                                297,779            298,914

Cash and cash equivalents                                                                 5,257             10,648

Other assets:
   Property and equipment, net                                                           33,827             35,356
   Goodwill and other intangibles, net                                                  113,018            116,093
   Other assets                                                                          66,964             37,711
                                                                                 -----------------------------------

       Total other assets                                                               213,809            189,160
                                                                                 -----------------------------------

Total assets                                                                      $     516,845      $     498,722
                                                                                 ===================================








            See Notes to Condensed Consolidated Financial Statements
</TABLE>

























                                                                               3
<PAGE>
<TABLE>


                      AMERICAN MEDICAL SECURITY GROUP, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

<CAPTION>
<S>                                                                              <C>                 <C>

                                                                                   September 30,     December 31,
                                                                                        1999             1998
                                                                                 -----------------------------------
                                                                                          (000'S OMITTED)

LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
   Medical and other benefits payable                                             $     161,576      $     113,133
   Advance premiums                                                                      18,182             18,157
   Payables and accrued expenses                                                         30,452             23,439
   Notes payable                                                                         52,863             55,064
   Other liabilities                                                                     27,168             22,478
                                                                                 -----------------------------------

       Total liabilities                                                                290,241            232,271

Redeemable preferred stock - Series A adjustable rate nonconvertible,
   $1,000 stated value, 25,000 shares authorized                                              -                  -

Shareholders' equity:
   Preferred stock (no par value, 475,000 shares authorized)                                  -                  -
   Common stock (no par value, $1 stated value, 50,000,000 shares authorized,
     16,653,435 issued and 16,278,235 outstanding at September 30, 1999,
     16,653,179 issued and outstanding at December 31, 1998)                             16,653             16,653
   Paid-in capital                                                                      187,951            188,981
   Retained earnings                                                                     33,113             59,572
   Accumulated other comprehensive income (loss), net of taxes of $4,259,900
     and $642,000 at September 30, 1999 and December 31, 1998, respectively              (7,911)             1,245
   Treasury stock (375,200 shares at September 30, 1999, at cost)                        (3,202)                 -
                                                                                 -----------------------------------

       Total shareholders' equity                                                       226,604            266,451
                                                                                 -----------------------------------

Total liabilities and shareholders' equity                                        $     516,845      $     498,722
                                                                                 ===================================









            See Notes to Condensed Consolidated Financial Statements

</TABLE>




















                                                                               4
<PAGE>

<TABLE>

                      AMERICAN MEDICAL SECURITY GROUP, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)
<CAPTION>
<S>                                           <C>                <C>               <C>                <C>


                                                     Three Months Ended                   Nine Months Ended
                                                        September 30,                       September 30,
                                              ---------------------------------    ---------------------------------
                                                   1999              1998               1999              1998
                                              ---------------------------------    ---------------------------------
                                                             (000'S OMITTED, EXCEPT PER SHARE DATA)
Revenues:
   Insurance premiums                          $    266,146      $    224,160       $    793,236      $    686,075
   Net investment income                              4,897             6,167             14,572            17,971
   Other revenue                                      5,058             7,082             16,742            16,557
                                              ---------------------------------    ---------------------------------
       Total revenues                               276,101           237,409            824,550           720,603

Expenses:
   Medical and other benefits                       245,509           168,513            654,674           522,123
   Selling, general and administrative               68,356            61,832            204,146           178,567
   Interest expense                                     889             2,033              2,655             6,739
   Amortization of goodwill and intangibles           1,017             2,186              3,075             6,621
                                              ---------------------------------    ---------------------------------
       Total expenses                               315,771           234,564            864,550           714,050
                                              ---------------------------------    ---------------------------------

Income (loss) from continuing operations,
   before income taxes                              (39,670)            2,845            (40,000)            6,553

Income tax expense (benefit)                        (13,745)            1,208            (13,540)            2,973
                                              ---------------------------------    ---------------------------------

Income (loss) from continuing operations            (25,925)            1,637            (26,460)            3,580

Income from discontinued operations,
   less applicable income taxes                           -             4,289                  -            10,003
                                              ---------------------------------    ---------------------------------

Net income (loss)                              $    (25,925)     $      5,926       $    (26,460)     $     13,583
                                              =================================    =================================

Earnings (loss) per common share - basic
   Income (loss) from continuing operations    $      (1.57)     $       0.10       $      (1.59)     $       0.22
   Income from discontinued operations                    -              0.26                  -              0.60
                                              ---------------------------------    ---------------------------------
Net income (loss) per common share             $      (1.57)     $       0.36       $      (1.59)     $       0.82
                                              =================================    =================================

Earnings (loss) per common share - diluted
   Income (loss) from continuing operations    $      (1.57)     $       0.10       $      (1.59)     $       0.21
   Income from discontinued operations                    -              0.26                  -              0.60
                                              ---------------------------------    ---------------------------------
Net income (loss) per common share             $      (1.57)     $       0.36       $      (1.59)     $       0.81
                                              =================================    =================================









            See Notes to Condensed Consolidated Financial Statements
</TABLE>








                                                                               5
<PAGE>

<TABLE>

                      AMERICAN MEDICAL SECURITY GROUP, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<CAPTION>
<S>                                                                               <C>                <C>


                                                                                         Nine Months Ended
                                                                                           September 30,
                                                                                      1999               1998
                                                                                 -----------------------------------
                                                                                          (000'S OMITTED)
OPERATING ACTIVITIES:
Income (loss) from continuing operations                                          $     (26,460)     $       3,580
Adjustments to reconcile income (loss) from continuing
   operations to net cash provided by (used in) operating activities:
     Depreciation and amortization                                                        7,885             11,569
     Net realized investment (gains) losses                                                 276             (2,352)
     Deferred income tax (benefit) expense                                               (3,597)            (1,376)
     Changes in operating accounts:
       Other assets                                                                     (19,214)            (2,519)
       Medical and other benefits payable                                                48,443            (10,918)
       Advance premiums                                                                      25             (1,637)
       Payables and accrued expenses                                                      7,013             (8,110)
       Other liabilities                                                                  2,145              5,726
                                                                                 -----------------------------------
         Net cash provided by (used in) operating activities                             16,516             (6,037)

INVESTING ACTIVITIES:
Acquisition of subsidiaries (net of cash and cash equivalents
   acquired of $2,773,000)                                                                    -              2,623
Purchases of available for sale securities                                             (186,983)          (252,382)
Proceeds from sale of available for sale securities                                     153,970            214,676
Proceeds from maturity of available for sale securities                                  18,425              9,700
Purchases of held to maturity securities                                                   (456)                 -
Proceeds from maturity of held to maturity securities                                       540                400
Purchases of property and equipment                                                      (2,037)            (2,625)
Proceeds from sale of property and equipment                                                 34                287
                                                                                 -----------------------------------
         Net cash used in investing activities                                          (16,507)           (27,321)

FINANCING ACTIVITIES:
Cash dividends paid                                                                           -             (5,956)
Issuance of common stock                                                                      3              1,941
Purchase of treasury stock                                                               (3,202)
Borrowings under line of credit agreement                                                 5,000                  -
Repayment on line of credit agreement                                                    (5,000)                 -
Repayment of notes payable                                                               (2,201)           (46,174)
Proceeds from notes payable borrowings                                                        -             45,158
                                                                                 -----------------------------------
         Net cash used in financing activities                                           (5,400)            (5,031)

         Net cash provided by discontinued operations                                         -              1,630
                                                                                 -----------------------------------

Cash and cash equivalents:
   Net decrease                                                                          (5,391)           (36,759)
   Balance at beginning of year                                                          10,648             45,291
                                                                                 -----------------------------------
Balance at end of period                                                          $       5,257      $       8,532
                                                                                 ===================================









            See Notes to Condensed Consolidated Financial Statements
</TABLE>




                                                                               6
<PAGE>


                      AMERICAN MEDICAL SECURITY GROUP, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


                               September 30, 1999


NOTE A.       BASIS OF PRESENTATION

     The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally  accepted  accounting  principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation  S-X.  Accordingly,  they do not include all of the information
and footnotes required by generally accepted accounting  principles for complete
financial statements. In the opinion of management,  all adjustments (consisting
of  only  normal  recurring   adjustments)   considered  necessary  for  a  fair
presentation have been included.  Operating results for the three and nine month
periods ended September 30, 1999 are not  necessarily  indicative of the results
that may be expected  for the year ended  December  31,  1999.  These  condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
consolidated financial statements and footnotes thereto included in the American
Medical  Security Group,  Inc.  ("AMSG" or the "Company")  annual report on Form
10-K for the year ended December 31, 1998.


NOTE B.       DISCONTINUED OPERATIONS

     On May 27,  1998,  the Board of  Directors  of the  Company,  then known as
United Wisconsin Services, Inc. ("UWS"), approved a plan to spin off its managed
care  companies  and  specialty  management  business to its  shareholders  (the
"Spin-off").  In connection with the Spin-off, UWS changed its name to "American
Medical  Security  Group,  Inc." On September 25, 1998, the  distribution  date,
shareholders  of AMSG  received  one  share of  common  stock of a newly  formed
company,  Newco/UWS,  Inc.  ("Newco/UWS"),  for every  share of AMSG owned as of
September 11, 1998,  the record date.  The net assets of Newco/UWS  consisted of
assets and  liabilities  of the managed care and specialty  business  along with
$70.0  million in debt that was assumed by  Newco/UWS  in  conjunction  with the
Spin-off.  Newco/UWS  was  renamed  United  Wisconsin  Services,  Inc.  AMSG has
obtained a private ruling from the Internal  Revenue  Service to the effect that
the Spin-off qualifies as tax free to AMSG, Newco/UWS and AMSG shareholders. The
operations  of  Newco/UWS  are  reflected  in  discontinued  operations  through
September 25, 1998. All prior periods of the Company's financial statements have
been  restated  to reflect  Newco/UWS  operations  as  discontinued  operations.
Interest  expense on the $70.0 million in debt assumed by Newco/UWS is reflected
in continuing operations through September 11, 1998.































                                                                               7
<PAGE>


NOTE C.       EARNINGS PER SHARE

     Basic  earnings per common share are computed by dividing net income by the
weighted  average  number of common  shares  outstanding.  Diluted  earnings per
common share are computed by dividing net income by the weighted  average number
of common shares outstanding, adjusted for the effect of dilutive employee stock
options.

     The following  table  provides a  reconciliation  of the number of weighted
average basic and diluted shares outstanding:
<TABLE>
<CAPTION>
<S>                                           <C>                <C>           <C>                <C>

                                                    Three Months Ended               Nine Months Ended
                                                      September 30,                    September 30,
                                              -------------------------------  -------------------------------
                                                   1999           1998              1999           1998
                                              -------------------------------  -------------------------------
      Weighted average common shares
         outstanding - Basic                      16,468,380     16,571,502        16,590,952     16,544,517
      Effect of dilutive stock options                     -         48,816                 -        126,173
                                              -------------------------------  -------------------------------
      Weighted average common shares
         outstanding - Diluted                    16,468,380     16,620,318        16,590,952     16,670,690
                                              ===============================  ===============================
</TABLE>

     The effect of dilutive securities is excluded from the diluted earnings per
common share  computation for the three and nine months ended September 30, 1999
because  employee stock options are  antidilutive  during such periods.  Certain
options to purchase  shares  were not  included  in the  computation  of diluted
earnings per common share because the options' exercise prices were greater than
the average market price of the outstanding common shares for the three and nine
month periods ended September 30, 1998.

NOTE D.       COMPREHENSIVE INCOME

     Comprehensive income (loss) for the Company is defined as net income (loss)
plus or minus unrealized gains or losses, net of income tax effects,  on certain
investments in debt and equity securities.  Comprehensive  income (loss) totaled
$(27.9)  million and $7.1 million for the three months ended  September 30, 1999
and 1998,  respectively,  and  $(35.6)  million  and $12.2  million for the nine
months ended September 30, 1999 and 1998, respectively.

NOTE E.       RECLASSIFICATIONS

     Certain  reclassifications  have  been made to the  consolidated  financial
statements for 1998 to conform with the 1999 presentation.

NOTE F.       SUBSEQUENT EVENT

     At  September  30,  1999,  the  Company  has $45.2  million  in  borrowings
outstanding  related to a five year  revolving  bank line of  credit.  Effective
November 5, 1999,  the Company  entered  into an  agreement to amend the line of
credit to reduce the maximum commitment on the line of credit from $70.0 million
to $40.0 million. In conjunction with the commitment reduction, the Company paid
$10.0  million  on the loan  outstanding  on  November  5,  1999,  reducing  the
outstanding balance to $35.2 million.  The amended line of credit agreement also
revises certain  covenants  which,  among other matters,  require the Company to
maintain a minimum  tangible  net worth and restrict  the  Company's  ability to
incur additional debt, pay future cash dividends and transfer assets.
















                                                                               8
<PAGE>


NOTE G.       CONTINGENCIES

     During the third  quarter  of 1999,  a $6.9  million  verdict  was  entered
against the Company in a lawsuit which  principally  alleged  breach of contract
involving  the timing of claims  payments.  The  Company  intends to appeal this
decision to a Federal Appeals Court. Management expects the $6.9 million verdict
to be reversed or  substantially  reduced  following  appeal.  As a result,  the
Company's accrual related to this case is not material.

     The Company is involved in various  other legal  actions  occurring  in the
normal course of its business. In the opinion of management,  adequate provision
has been  made for  losses  which may  result  from  these  legal  actions  and,
accordingly,  the  outcome of these  matters is not  expected to have a material
adverse effect on the consolidated financial statements.

NOTE H.       SEGMENT INFORMATION

     The Company has two reportable segments:  1) health benefit products and 2)
life insurance  products.  The Company's  health benefit products consist of the
following  coverages  related to small  group  preferred  provider  organization
products: fully insured medical, stop-loss, dental and short-term disability, in
addition to self funded benefit administration.  Life products consist primarily
of group term life  insurance.  Operations not directly  related to the business
segments (i.e., corporate investment income, interest expense on corporate debt,
amortization  of goodwill and  intangibles,  unallocated  overhead  expenses and
health maintenance organization ("HMO") operations) are included in "All Other".
The segments are  reported  separately  because they differ in the nature of the
products offered and in profit margins.

     The  Company  evaluates  segment  performance  based on profit or loss from
operations  before income taxes, not including gains and losses on the Company's
investment portfolio. The accounting policies of the reportable segments are the
same as those used to report the Company's  consolidated  financial  statements.
Intercompany  transactions  have been eliminated  prior to reporting  reportable
segment information.

     A   reconciliation   of  segment  income  (loss)  before  income  taxes  to
consolidated income (loss) from continuing  operations before income taxes is as
follows:
<TABLE>
<CAPTION>
<S>                                           <C>                 <C>           <C>                <C>

                                                    Three Months Ended                Nine Months Ended
                                                      September 30,                     September 30,
                                                   1999           1998               1999          1998
                                              -------------------------------   ------------------------------
                                                                      (000'S OMITTED)
      Health segment                           $     (34,976) $       1,391      $     (38,921)$       1,419
      Life segment                                     2,447          1,872              7,023         7,359
      All other                                       (7,141)          (418)            (8,102)       (2,225)
                                              -------------------------------   ------------------------------
                                               $     (39,670) $       2,845      $     (40,000)$       6,553
                                              ===============================   ==============================
</TABLE>























                                                                               9
<PAGE>


     Operating results and statistics for each of the Company's  segments are as
follows:
<TABLE>
<CAPTION>
<S>                                           <C>             <C>                <C>           <C>

                                                    Three Months Ended                Nine Months Ended
                                                      September 30,                     September 30,
                                              -------------------------------   ------------------------------
                                                   1999           1998               1999          1998
                                              -------------------------------   ------------------------------
                                                       (000'S OMITTED, EXCEPT FINANCIAL STATISTICS)
      HEALTH SEGMENT

      OPERATING RESULTS

      Revenues:
         Insurance premiums                    $     247,602  $     212,159      $     741,006 $     650,680
         Net investment income                         2,201          2,162              6,766         6,450
         Other revenue                                 4,140          5,663             14,048        12,570
                                              -------------------------------   ------------------------------
           Total revenues                            253,943        219,984            761,820       669,700

      Expenses:
         Medical and other benefits                  226,730        160,906            613,624       502,938
         Selling, general and administrative          62,189         57,687            187,117       165,343
                                              -------------------------------   ------------------------------
           Total expenses                            288,919        218,593            800,741       668,281
                                              -------------------------------   ------------------------------

      Income (loss) before income taxes        $     (34,976) $       1,391      $     (38,921)$       1,419
                                              ===============================   ==============================

      FINANCIAL STATISTICS

      Loss ratio                                        91.6%          75.8%             82.8%          77.3%
      Expense ratio                                     23.4%          24.5%             23.4%          23.5%
                                              -------------------------------   ------------------------------
         Combined ratio                                115.0%         100.3%            106.2%         100.8%
                                              ===============================   ==============================


      Membership at End of Period:
      Medical:
         Fully insured                               605,732        533,552
         Self funded                                  49,036         90,904
                                              -------------------------------
           Total medical*                            654,768        624,456
      Dental                                         344,146        385,706


      * Total  medical  membership  of the Company  includes HMO  membership  of
      29,378  and  18,166 at  September  30,  1999 and 1998,  respectively.  HMO
      operations are not included in health segment operating results.
</TABLE>























                                                                              10
<PAGE>
<TABLE>
<CAPTION>
<S>                                           <C>             <C>                <C>           <C>


                                                    Three Months Ended                Nine Months Ended
                                                      September 30,                     September 30,
                                              -------------------------------   ------------------------------
                                                   1999           1998               1999          1998
                                              -------------------------------   ------------------------------
                                                       (000'S OMITTED, EXCEPT FINANCIAL STATISTICS)
      LIFE SEGMENT

      OPERATING RESULTS

      Revenues:
         Insurance premiums                    $       6,641  $       6,328      $      19,751 $      18,880
         Net investment income                            48             54                147           168
         Other revenue                                    64            107                202           185
                                              -------------------------------   ------------------------------
           Total revenues                              6,753          6,489             20,100        19,233

      Expenses:
         Medical and other benefits                    2,436          2,597              7,287         5,982
         Selling, general and administrative           1,870          2,020              5,790         5,892
                                              -------------------------------   ------------------------------
           Total expenses                              4,306          4,617             13,077        11,874
                                              -------------------------------   ------------------------------

      Income before income taxes               $       2,447  $       1,872      $       7,023 $       7,359
                                              ===============================   ==============================

      FINANCIAL STATISTICS

      Loss ratio                                        36.7%          41.0%              36.9%         31.7%
      Expense ratio                                     27.2%          30.2%              28.3%         30.2%
                                              -------------------------------   ------------------------------
         Combined ratio                                 63.9%          71.2%              65.2%         61.9%
                                              ===============================   ==============================


      Membership at End of Period                    307,343        261,625
</TABLE>





































                                                                              11
<PAGE>


ITEM 2.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS


OVERVIEW

     American Medical Security Group,  Inc. ("AMSG" or the "Company"),  formerly
known  as  United  Wisconsin  Services,   Inc.,  together  with  its  subsidiary
companies,  is a provider of health and life insurance  products for individuals
and employer  groups.  The Company's  principal  product offering is small group
health  insurance.  It also sells  individual and large group health  insurance,
group  life,  dental,   prescription  drug,   disability  and  accidental  death
insurance,  and  provides  self funded  benefit  administration.  The  Company's
products are actively marketed in 33 states and the District of Columbia through
independent  agents.  The  Company's  products  generally  provide  discounts to
insureds that utilize preferred provider  organizations.  The average group size
is six lives.

HISTORY

     Prior to and for most of the year 1998,  the business of the Company,  then
known as "United Wisconsin  Services,  Inc.",  consisted of two main components:
the small  group  business  and the  managed  care and  specialty  business.  On
September 11, 1998, the Company  contributed all of its subsidiaries  comprising
the managed care and  specialty  business to a newly  created  subsidiary  named
"Newco/UWS, Inc.", a Wisconsin corporation ("Newco/UWS"). On September 25, 1998,
the  Company  spun  off the  managed  care  and  specialty  business  through  a
distribution  of 100% of the issued and  outstanding  shares of common  stock of
Newco/UWS to the Company's  shareholders of record as of September 11, 1998. The
Company then adopted its current name of "American Medical Security Group, Inc."
and  Newco/UWS  changed its name to "United  Wisconsin  Services,  Inc." The net
assets of Newco/UWS  consisted of assets and liabilities of the managed care and
specialty  management business along with $70.0 million in debt that was assumed
by Newco/UWS in conjunction with the  distribution.  The operations of Newco/UWS
are reflected in discontinued  operations  through September 25, 1998.  Interest
expense  on the $70.0  million in debt  assumed by  Newco/UWS  is  reflected  in
continuing  operations  through  September  11, 1998.  After the  Spin-off,  the
business of the Company  consisted solely of the Company's small group insurance
business.  The continuing operations of the Company reflect the historical small
group insurance portion of the Company's business.

RESULTS OF CONTINUING OPERATIONS

     The Company reported a net loss from continuing operations of $25.9 million
or $1.57 per share for the third  quarter of 1999,  compared  to net income from
continuing  operations  of $1.6 million or $0.10 per share for the third quarter
of the prior year.  For the nine months ended  September  30, 1999,  the Company
reported a net loss from  continuing  operations  of $26.5  million or $1.59 per
share,  compared to net income from  continuing  operations  of $3.6  million or
$0.22 per share for the nine month period ended  September  30, 1998.  The third
quarter  1999  financial  results  include a special  after-tax  charge of $23.9
million or $1.45 per share  resulting  from the Company's  plans to exit certain
small group markets and strengthen medical claims reserves.  Excluding the $23.9
million charge,  the third quarter 1999 after-tax loss was $2.0 million or $0.12
per share.  Losses in exited  markets  during the quarter  were $2.3  million or
$0.14 per share.  Excluding  both the $23.9 million  charge and losses in exited
markets,  the Company's  after-tax  income from  continuing  operations was $0.3
million or $0.02 per share.

     On October 25, 1999,  the Company  announced  plans to cease  marketing its
small group business in Maryland,  Minnesota and Florida.  The Company will also
terminate existing small group business in these states over the next 18 months.
In addition, the Company will discontinue HMO operations in Florida. The Company
recorded a $13.7 million  after-tax  charge in the third quarter of 1999 related
to  a  premium  deficiency  reserve  for  markets  with  unfavorable  regulatory
environments  which  includes the exited  markets.  The Company also  recorded a
third  quarter 1999  after-tax  charge of $10.2  million to  strengthen  medical
claims reserves.  The reserve strengthening charge became necessary when medical
cost trends in the first half of the year  proved to be higher than  anticipated
at the end of the  second  quarter  1999  when  the  Company  also  strengthened
reserves.






                                                                              12
<PAGE>

INSURANCE PREMIUMS

     Insurance  premiums for the three months ended September 30, 1999 increased
18.7% to  $266.1  million  from  $224.2  million  for the same  period  in 1998.
Insurance  premiums for the nine months ended September 30, 1999 increased 15.6%
to $793.2  million from $686.1  million for the same period in 1998. The premium
increase  reflects  both  internal  growth  and  business  acquired  from  other
insurance carriers. The Company acquired the majority of the fully insured group
health business of Continental  Assurance  Company ("CNA")  effective January 1,
1999. Insurance premiums related to the CNA acquired business were $19.4 for the
three  months  ended  September  30, 1999 and $71.7  million for the nine months
ended September 30, 1999.

     Average fully insured  medical premium per member per month during the nine
month period ended  September 30, 1999  increased  3.3% to $127 compared to $123
during the same period in 1998.  Management  expects average medical premium per
member per month to begin  increasing at a faster rate as premium rate increases
are implemented. Medical membership inforce at September 30, 1999 increased 4.9%
to 654,768 from 624,456 at September 30, 1998, primarily due to new sales growth
and the addition of the CNA business.

NET INVESTMENT INCOME

     Net investment  income  includes  investment  income and realized gains and
losses  on  investments.  Net  investment  income  for the  three  months  ended
September  30, 1999  declined  20.6% to $4.9  million  from $6.2 million for the
three  months ended  September  30,  1998.  The decline is due to lower  average
annual investment  yields and a decrease in realized gains of $0.9 million.  Net
investment  income for the nine months ended  September 30, 1999 decreased 18.9%
to $14.6  million from $18.0  million for the same period one year ago.  Average
annual investment yields, excluding realized gains and losses were 6.2% and 6.5%
for the three months and nine months  ended  September  30, 1999,  respectively,
compared  to 7.1% and 7.4% for the same  respective  periods in the prior  year.
Investment  gains and losses are  realized in the normal  investment  process in
response to market opportunities.  Average invested assets at cost for the three
months ended  September 30, 1999 were $309.8 million  compared to $290.0 million
for the three months ended September 30, 1998.

OTHER REVENUE

     Other  revenue  decreased  to $5.1  million  for  the  three  months  ended
September  30, 1999 from $7.1 million for the same period in 1998.  The decrease
is primarily due to a decrease in fee revenue  associated  with the Pan American
Life Insurance  Company  business  acquired in July 1998.  Other revenue for the
nine month period was $16.7 million in 1999 compared to $16.6 million in 1998.

LOSS RATIO

     The health  segment  loss ratio for the three months  ended  September  30,
1999, excluding the premium deficiency reserve was 85.9% compared with 75.8% for
the three months ended September 30, 1998. The unfavorable health loss ratio for
the quarter  reflects the reserve  strengthening  charge in the third quarter of
1999 in the amount of $10.2 million after-tax.  Excluding the effects of reserve
strengthening and the premium deficiency reserve,  the health loss ratio for the
third quarter of 1999 would have been 79.5%.  The health  segment loss ratio for
the nine months ended  September  30,1999 was 80.9%  compared with 77.3% for the
nine months ended  September 30, 1998.  Contributing to the need for the reserve
strengthening charge were significant  increases in medical inflation,  pharmacy
costs and general utilization.




















                                                                              13
<PAGE>


     To combat these  identified  adverse  medical cost trends,  management  has
implemented  aggressive action plans which include:  significant price increases
on plan  anniversaries  and early rate action  where  appropriate;  product line
redesign  including  the  conversion  of older  products to new ones with higher
deductibles and copays; implementation of a two-tier drug program; and continued
aggressive  negotiations  for  better  provider  network  discounts.  Management
expects  the  effects of the  corrective  actions  to begin  later in the fourth
quarter of 1999,  and  believes  the rate  increases  will have a larger  effect
beginning in the first quarter of 2000 with a growing impact through the rest of
next year. As a result,  management expects the Company to report a small profit
in the fourth quarter of 1999.

     The life segment loss ratio for the three months ended  September  30, 1999
was 36.7%  compared to 41.0% for the three months ended  September 30, 1998. The
life segment loss ratio for the nine months ended  September  30, 1999 was 36.9%
compared with 31.7% for the nine months ended September 30, 1998.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE RATIO

     The selling,  general and  administrative  ("SGA") expense ratio for health
segment  products for the three months ended  September 30, 1999,  excluding the
third quarter 1999 special charges,  was 23.0% compared with 24.5% for the three
months ended  September 30, 1998.  For the nine months ended  September 30, 1999
and 1998, the SGA expense ratio for health segment products was 23.2% and 23.5%,
respectively.  The  decrease in the SGA  expense  ratio is the result of a lower
administrative  expense ratio caused by a leveraging of the Company's operations
over  increased  revenues  offset  slightly by higher  commissions on new policy
sales.

OTHER EXPENSES

     Interest  expense  decreased  to $0.9  million for the three  months  ended
September 30, 1999 from $2.0 million for the same period in the prior year.  For
the nine months ended  September 30, 1999,  interest  expense  decreased to $2.7
million  from $6.7  million for the nine months ended  September  30, 1998.  The
decrease in interest  expense for the quarter and nine month period reflects the
assumption  of $70.0 million in debt by Newco/UWS on September 11, 1998, as part
of the  Spin-off  transaction,  as described in Note B of the Notes to Condensed
Consolidated Financial Statements.

     Amortization of goodwill and other intangibles totaled $1.0 million for the
third quarter of 1999,  compared with $2.2 million of  amortization  expense for
the third quarter of 1998. On a year-to-date basis, amortization of goodwill and
intangibles  decreased  to $3.1  million  from $6.6  million for the nine months
ended  September 30, 1998. The decline in amortization is principally due to the
write-off of the Company's  distribution system intangible asset at December 31,
1998,  as described  in the  Company's  annual  report on Form 10-K for the year
ended December 31, 1998.  Management  believes that no other material impairment
of goodwill and other intangible assets exists at September 30, 1999.

     The effective  tax rate was 34.6% for the three months ended  September 30,
1999  compared  with 42.5% for the three months ended  September  30, 1998.  The
effective  tax rate for the nine  months  ended  September  30,  1999 was  33.9%
compared with 45.4% for the nine months ended  September 30, 1998. The effective
tax rate is impacted primarily by level amortization of non-deductible  goodwill
in relation to varying pre-tax income.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's sources of cash flow consist primarily of insurance premiums,
administrative  fee  revenue and  investment  income.  The primary  uses of cash
include medical and other benefits and operating expense payments. Positive cash
flows are invested  pending  future  payments of medical and other  benefits and
other  operating  expenses.  The Company's  investment  policies are designed to
maximize yield,  preserve  principal and provide  liquidity to meet  anticipated
payment obligations.














                                                                              14
<PAGE>


     The Company's  cash flow from  operations was positive at $16.5 million for
the nine months ended  September  30, 1999.  This compares to negative cash flow
from  operations  of $6.0 million for the nine months ended  September 30, 1998.
The positive  results are due to growth in membership  and lower debt costs as a
result of the  assumption  of $70.0  million in debt by  Newco/UWS  in September
1998.

     The Company's  investment  portfolio from  continuing  operations  consists
primarily  of  investment  grade  bonds  and  has  limited  exposure  to  equity
securities.  At September 30, 1999, $295.6 or 99.3% of the Company's  investment
portfolio  was invested in bonds.  At December 31, 1998,  $296.5 or 99.2% of the
Company's  investment portfolio was invested in bonds. The bond portfolio had an
average  quality  rating of Aa3 at September  30,  1999,  and A1 at December 31,
1998,  as  measured  by  Moody's  Investor  Service.  The  majority  of the bond
portfolio was classified as available for sale. The Company has no investment in
mortgage loans, non-publicly traded securities (except for principal only strips
of U.S.  Government  securities),  real estate held for  investment or financial
derivatives.

     The Company's insurance subsidiaries operate in states that require certain
levels of  regulatory  capital and surplus and may  restrict  dividends to their
parent  companies.  The  National  Association  of Insurance  Commissioners  has
adopted  risk-based  capital  ("RBC")  standards  for health  and life  insurers
designed to evaluate the  adequacy of statutory  capital and surplus in relation
to various  business  risks faced by such  insurers.  The RBC formula is used by
state  insurance  regulators  as an early  warning  tool to  identify  insurance
companies that potentially are inadequately  capitalized.  At December 31, 1998,
the Company's principal insurance company subsidiaries had an RBC ratio that was
substantially above the levels which would require regulatory action.

     At  September  30,  1999,  the  Company  has  $45.2 in  million  borrowings
outstanding  related to a five year  revolving  bank line of  credit.  Effective
November 5, 1999,  the Company  entered  into an  agreement to amend the line of
credit to reduce the maximum commitment on the line of credit from $70.0 million
to $40.0 million. In conjunction with the commitment reduction, the Company paid
$10.0  million  on the loan  outstanding  on  November  5,  1999,  reducing  the
outstanding balance to $35.2 million.  The amended line of credit agreement also
revises certain  covenants  which,  among other matters,  require the Company to
maintain a minimum  tangible  net worth and restrict  the  Company's  ability to
incur additional debt, pay future cash dividends and transfer assets.

     In addition to internally  generated  funds and periodic  borrowings on its
bank  line  of  credit,  the  Company  believes  that  additional  financing  to
facilitate  long-term  growth could be obtained through equity  offerings,  debt
offerings, or bank borrowings, as market conditions may permit or dictate.

YEAR 2000

     The Year 2000 issue is the result of computer  programs being written using
two digits rather than four to define the applicable  year.  Computer  equipment
and software  devices  with  embedded  technology  that are  time-sensitive  may
recognize  a date using "00" as the year 1900  rather  than the year 2000.  This
could  result in a system  failure or  miscalculations  causing  disruptions  of
operations,  including,  among other  things,  a temporary  inability to process
transactions or engage in similar normal business activities.

     The Company has divided the Year 2000 issues facing the  organization  into
three major sections:  1) software  applications  developed in-house  ("In-house
Applications");  2) software  applications acquired from a third party that have
been  customized  by the Company  ("Customized  Applications");  and 3) software
applications  acquired  from a third party that have not been  customized by the
Company and those products and services provided to the Company by third parties
("Third Party Products").

     In-house  Applications  represent  the  primary  operating  software of the
Company and include premium billing and cash posting,  claims  adjudication  and
commission  payment  processing  applications.  The project to make all in-house
Applications Year 2000 compliant was completed in November 1998. The deletion of
temporary  bridges  and  workfiles  used  to  facilitate  communication  between
compliant   and   non-compliant   computer   codes  during  the  course  of  the
implementation was completed in early March 1999.







                                                                              15
<PAGE>
     Customized   Applications   software   products  include   electronic  data
interchange  applications,  publishing  systems,  fax  capabilities,  accounting
packages  and other  special  application  software as well as utility  software
packages that serve as links between different packages.  Each of these software
packages was upgraded or replaced. All Customized Applications were compliant at
the end of the third quarter of 1999.

     With respect to Third Party Products, the Company has reviewed its business
processes  that may have  Year  2000  concerns  performed  by,  with or  through
external  business  associates.  This  includes  computer  hardware,   telephone
systems,  security  systems and other  numerous  products as well as third party
applications  that have not been  customized  by the  Company.  The  Company has
evaluated  various  third  parties  that provide  products or services,  such as
printing  companies,  power  and  utility  companies  and other  vendors.  Where
appropriate, agreements with third party vendors have been amended and Year 2000
compliance certifications have been obtained.  Significant business partners and
vendors were required to provide the Company with Year 2000  certified  products
or services.  Such  products and services were tested by the Company to validate
the compliance certification. This portion of the plan is complete.
<TABLE>
<CAPTION>
         <S>                              <C>                                <C>

         YEAR 2000 PLAN                   PERCENT COMPLETE                   COMPLETION DATE

         In-house Applications                   100%                         March 1999

         Customized Applications                 100%                         September 1999

         Third Party Products                    100%                         September 1999
</TABLE>

     The cost of the Year 2000 project is being funded  through  operating  cash
flows and is not expected to be material to the  Company's  financial  position.
For the nine months ended  September 30, 1999, the Company has incurred costs of
$3.0  million  relating to the Year 2000  project.  The Company has made capital
expenditures  of $4.5 million for the nine months ended  September 30, 1999. The
Company  does  not   anticipate   significant   future   operating  and  capital
expenditures related to the Year 2000 project.

     The  Company  has  completed a  comprehensive  analysis of the  operational
problems  and costs  (including  loss of  revenues)  that could  result from the
unlikely  failure by the Company and certain third  parties to complete  efforts
necessary to achieve Year 2000 compliance.  While the Company currently believes
that the timely completion of its Year 2000 project has limited exposure so that
the Year 2000 issue will not pose  material  operational  problems,  the Company
cannot control third party systems and services.  Detailed  business  continuity
and  contingency  plans have been  developed  and  documented  for dealing  with
identified  worst case  scenarios  with the  highest  chance of  occurring.  The
continuity and  contingency  plans have been tested in an effort to mitigate the
risk of failure and provide for quick recovery from possible failures associated
with the century change. The Company identified 43 major business processes that
required contingency plan development and required each functional department to
develop  alternative  means to  address  all  identifiable  types  of Year  2000
disruptions.  The  contingency  plans detail  strategies to implement in 1999 to
prepare for the  century  rollover,  and  actions to execute if problems  arise.
These plans involve,  among other actions,  manual workarounds,  reducing claims
inventories,  expediting the business process cycle to finish  processing before
year end, and adjusting staffing strategies. Contingency plans were reviewed for
consistency and completeness.  These plans are being  incorporated into the year
end plans and will be retained for reference in the Year 2000 command center.

     The ultimate success and cost of the project is based on management's  best
estimates,  which is based using numerous assumptions of future events including
the continued  availability of certain resources,  third party remediation plans
and other  factors.  There can be no  guarantee  that  these  estimates  will be
achieved.  Actual results could differ  materially from those planned.  Specific
factors that might cause such material differences to occur include, but are not
limited to, the availability  and cost of personnel  trained in this area should
future  issues  arise;  the  ability to locate and correct  undetected  relevant
computer  codes;  and  the  ability  of  the  Company's  significant  suppliers,
customers and others with which it conducts business,  including federal,  state
and local  governmental  agencies,  to identify and resolve  their own Year 2000
issues and similar  uncertainties.  Due to these uncertainties,  the Company may
face  certain  claims,  the  impact  of which  is not  currently  estimable.  No
assurance can be given that the cost of defending and resolving such claims,  if
any, will not significantly affect the Company's results of operations. Although
the Company has some  agreements  with third party  vendors and  suppliers  that
contain  indemnification  provisions  that  protect  the Company  under  certain
circumstances relating to Year 2000 issues, there can be no assurances that such
indemnification provisions will cover all of the Company's liabilities and costs
related to Year 2000 claims by third parties.
                                                                              16
<PAGE>


FORWARD LOOKING STATEMENTS

     Statements  contained  in this  report  that are not  historical  facts are
forward looking  statements subject to inherent risks and uncertainties that may
cause actual results or events to differ  materially from those  contemplated by
such forward looking statements. The terms "anticipate",  "believe", "estimate",
"expect", "objective", "plan", "project" and similar expressions are intended to
identify  forward looking  statements.  In addition to the assumptions and other
factors  referred to specifically in connection  with such  statements,  factors
that may  cause  actual  results  or  events to  differ  materially  from  those
contemplated by such forward looking statements,  include, among others, (1) the
Company's  ability to  successfully  implement  the action plans to improve loss
ratios;  (2) the effects of either  federal or state health care reform or other
legislation;  (3) the Company's  ability to predict rising health care costs and
adequately price its products;  (4) the Company's ability to estimate accurately
expected losses related to exited markets; (5) changes in membership utilization
and risk; (6) government  regulations,  including  changes in insurance,  health
care and other regulatory  conditions;  (7) delays in regulatory approvals,  and
regulatory   action   resulting  from  market   conduct   activity  and  general
administrative  compliance  with state and federal  laws;  (8) general  business
conditions,  including  competitive  practices  and  demand  for  the  Company's
products; (9) development of and changes in claims reserves;  (10) rating agency
policies and practices;  (11) general economic conditions,  including changes in
interest  rates  and the  effect of such  changes  on the  Company's  investment
portfolio;  (12) unforeseen costs or consequences of Year 2000 issues;  (13) the
outcome of  commercial or other  litigation,  and (14) other factors that may be
referred to in the  Company's  reports  filed with the  Securities  and Exchange
Commission from time to time.

ITEM 3.       QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     The Company's market risk has not substantially changed from the year ended
December 31, 1998.













































                                                                              17
<PAGE>


PART II.      OTHER INFORMATION

ITEM 1.       LEGAL PROCEEDINGS

     On August 26,  1999, a $6.9 million  verdict was entered  against  American
Medical Security,  Inc. ("AMS"), the Company's third party administrator ("TPA")
subsidiary,  in the United  States  District  Court for the Middle  District  of
Alabama.  The  decision was made in a lawsuit  brought  against AMS by Skilstaf,
Inc. ("Skilstaf"), an Alabama employee leasing company, in January 1998 alleging
that AMS  delayed  claims  payments  under a  contract  with  Skilstaf  to avoid
liability  under a stop-loss  policy issued by its affiliate,  United  Wisconsin
Life Insurance  Company  ("UWLIC").  Skilstaf sought  unspecified  damages.  The
contract, which was entered into in 1992 and terminated by Skilstaf in 1996, was
a TPA contract for Skilstaf's  self-funded employee benefit plan. AMS has argued
that this case was governed by the Employee  Retirement  Income  Security Act of
1974,  as  amended,  which  preempts  all state law  causes of action and limits
damages to contract  damages.  On  September  14,  1999,  AMS filed a post-trial
motion to set aside the jury's finding.  If the court does not grant the motion,
it is AMS' intent to appeal the decision to the Eleventh Circuit Federal Appeals
Court.   Management   expects  the  $6.9  million  verdict  to  be  reversed  or
substantially reduced following appeal.

     The Company is involved in various  other legal  actions  occurring  in the
normal course of its business. In the opinion of management,  adequate provision
has been made for losses which may result from the Skilstaf litigation and other
legal actions and, accordingly,  the outcome of these matters is not expected to
have a material adverse effect on the consolidated financial statements.

ITEM 2.       CHANGES IN SECURITIES AND USE OF PROCEEDS

     At September 30, 1999,  the Company had $45.2 million in loans  outstanding
under a five year  revolving  bank line of credit with a maximum  commitment  of
$70.0  million.  On November 5, 1999, the Company paid down $10.0 million on the
outstanding  indebtedness  and entered  into an  amendment to reduce the maximum
commitment on the line of credit to $40.0 million. The line of credit commitment
will be further reduced to $30.0 million on July 31, 2001. The stock of American
Medical Security Holdings, Inc. and UWLIC has been pledged as collateral for the
loan. The amended line of credit agreement also revises certain covenants which,
among other matters,  require the Company to maintain minimum tangible net worth
and restrict the Company's  ability to incur  additional  debt,  pay future cash
dividends and transfer assets.

ITEM 5.       OTHER INFORMATION

     On August 3, 1999,  the Company  announced  that its Board of Directors has
authorized  the  Company  to  repurchase  up to $10  million  of  the  Company's
outstanding  common  stock.  During the quarter ended  September  30, 1999,  the
Company purchased 375,200 shares of its outstanding common stock at an aggregate
purchase  price of $3.2  million.  In  determining  when and whether to purchase
future shares,  management  considers,  among other factors,  market price,  the
number of shares actively traded in the market,  indications of seller interest,
the number of shares  held by large  shareholders,  the effect of  purchases  on
shareholder value, and covenant  restrictions in the Company's  revolving credit
facility.  Because of the unpredictability of these factors, no assurance can be
given as to how many shares may be repurchased.

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

        (a)      EXHIBITS

     See the Exhibit Index following the Signature page of this report, which is
incorporated herein by reference.

        (b)      REPORTS ON FORM 8-K

     No reports on Form 8-K were filed by the Company  during the third  quarter
of 1999.











                                                                              18
<PAGE>


SIGNATURES


     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.


DATE:   November 12, 1999
      ----------------------

                       AMERICAN MEDICAL SECURITY GROUP, INC.


                       /s/ Gary D. Guengerich
                       ---------------------------------------------------------
                       Gary D. Guengerich
                       Executive Vice President and Chief Financial Officer
                       (Principal Financial Officer and Chief Accounting Officer
                       and duly authorized to sign on behalf of the Registrant)


























































                                                                              19
<PAGE>
<TABLE>


                                                                                                               EX-1
                      AMERICAN MEDICAL SECURITY GROUP, INC.
                          (COMMISSION FILE NO. 1-13154)

                                  EXHIBIT INDEX
                                       TO
                           FORM 10-Q QUARTERLY REPORT
                      for quarter ended September 30, 1999
<CAPTION>
<S>               <C>                                                  <C>                               <C>

                                                                       INCORPORATED HEREIN                 FILED
  EXHIBIT NO.                    DESCRIPTION                             BY REFERENCE TO                 HEREWITH

4.1               Amendment No. 1 dated as of November 5,                                                    X
                  1999 to the Amended and Restated Credit
                  Agreement dated as of October 15, 1998,
                  among the Registrant, United Wisconsin
                  Life Insurance Company and Bank One, NA
                  (f/k/a The First National Bank of Chicago
                  and other Lenders

27.1              Financial Data Schedule                                                                    X

</TABLE>




















































                                                                            EX-1