EXHIBIT 4.1


            AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT AGREEMENT


     This  Amendment  No. 1 to  Amended  and  Restated  Credit  Agreement  (this
"Amendment  Agreement")  is  entered  into as of  November  5, 1999 by and among
American  Medical  Security  Group,  Inc. and United  Wisconsin  Life  Insurance
Company (collectively, the "Borrowers"), the undersigned lenders (the "Lenders")
and Bank One,  NA (f/k/a  The First  National  Bank of  Chicago),  as agent (the
"Agent") and swing line lender.

                              W I T N E S S E T H :

     WHEREAS, the Borrowers, the Lenders and the Agent entered into that certain
Amended and Restated Credit  Agreement dated as of October 15, 1998 (the "Credit
Agreement"); and

     WHEREAS, the Borrowers,  the Lenders and the Agent have agreed to amend the
Credit Agreement on the terms and conditions herein set forth.

     NOW,  THEREFORE,  for good and  valuable  consideration,  the  receipt  and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:

1. DEFINED TERMS. Capitalized terms used herein and not otherwise defined herein
shall have the meanings  attributed  to such terms in the Credit  Agreement,  as
amended hereby.

2. AMENDMENTS TO CREDIT AGREEMENT.

     2.1   Article I of  the  Credit Agreement is hereby amended by (a) deleting
clause (d) of the definition of "Cash  Equivalent  Investments"  in its entirety
and replacing it with the following:

     (d) certificates of deposit issued by and overnight  repurchase  agreements
     and time  deposits  with  commercial  banks  (whether  domestic or foreign)
     having capital and surplus in excess of $100,000,000;

(b)  adding  the words ", the  Pledge  Agreements"  to the  definition  of "Loan
Documents" following the reference to "the Guaranty", (c) adding the definitions
of "Asset Disposition", "EBITDA" and "Pledge Agreements" as follows:

          "Asset  Disposition" means any sale,  transfer or other disposition of
     any asset of Group or any Subsidiary in a single transaction or in a series
     of related transactions, other than the sale of Investments in the ordinary
     course of business by Insurance Subsidiaries.

          "EBITDA"  means,  for any period,  for Group on a stand  alone  basis,
     determined in accordance  with GAAP,  the sum of (a) the net income (or net
     loss)  for such  period,  PLUS (b) all  amounts  treated  as  expenses  for
     depreciation  and interest and the  amortization of intangibles of any kind
     to the extent included in the  determination  of such net income (or loss),
     PLUS (c) all accrued taxes on or measured by income to the extent  included
     in the determination of such net income (or loss).

          "Pledge Agreements" means, collectively, (a) that certain Stock Pledge
     Agreement  dated as of the date hereof  between Group and the Agent,  as it
     may be amended,  supplemented  or modified from time to time,  and (b) that
     certain Stock Pledge Agreement dated as of the date hereof between Holdings
     and the Agent, as it may be amended,  supplemented or modified from time to
     time.

and (d) deleting the definitions of "Interest Coverage Ratio" and "Net Available
Proceeds" in their entirety and replacing them with the following:

          "Interest Coverage Ratio" means, as of any date of determination,  the
     ratio  of (a) the sum of (i) the  lesser  of (A) 10% of  UWLIC's  Statutory
     Surplus as of such date and (B) UWLIC's aggregate  Statutory Net Income for
     the period of four Fiscal Quarters  ending on such date,  without regard to
     realized  capital gains in such period  (determined on a pre-tax basis) and
     determined without double counting, plus (ii) Group's EBITDA for the period
     of four Fiscal Quarters ending on such date, to (b)  Consolidated  Interest
     Expense  for the  period  of four  Fiscal  Quarters  ending  on such  date;
     PROVIDED,  that for  determinations  made through  September 30, 2000,  the
     amount  determined  pursuant  to  clause  (b)  above  shall be equal to the
     Consolidated  Interest  Expense for the period beginning on October 1, 1999
     and ending on the date of determination,  divided by the number of quarters
     in such period and multiplied by 4.

          "Net  Available   Proceeds"  means  (a)  with  respect  to  any  Asset
     Disposition,  the  sum of  cash  or  readily  marketable  cash  equivalents
     received  (including by way of a cash  generating  sale or discounting of a
     note  or  account  receivable)  therefrom,  whether  at the  time  of  such
     disposition  or  subsequent  thereto,  or (b) with  respect  to any sale or
     issuance of equity  securities of Group or any Subsidiary,  cash or readily
     marketable  cash  equivalents  received  therefrom,  whether at the time of
     disposition or subsequent  thereto,  net, in either case, of all legal, tax
     and  recording  expenses,  commissions  and  other  fees and all  costs and
     expenses  incurred  and,  in the case of an Asset  Disposition,  net of all
     payments  made by  Group or any  Subsidiary  on any  Indebtedness  which is
     secured by such assets pursuant to a permitted Lien upon or with respect to
     such assets or which must,  by the terms of such Lien, in order to obtain a
     necessary  consent to such Asset  Disposition,  or by  applicable  law,  be
     repaid out of the proceeds from such Asset Disposition.

     2.2   Article II of the Credit Agreement is hereby  amended by (a) deleting
the table in clause (a) of Section 2.8 and replacing it with the following:

                DATE                 AGGREGATE COMMITMENT
           November 5, 1999              $40,000,000
           July 31, 2001                 $30,000,000 (or such lesser amount
                                                     as shall then be in effect)

(b) adding a new paragraph (b) to Section 2.8 as follows:

          (b) The  Borrowers  shall make  permanent  reductions in the Aggregate
     Commitment in amounts equal to the following:

               (i)  within 30 days  after the  receipt  thereof  by Group or any
          Subsidiary,  an amount equal to 100% of the  aggregate  Net  Available
          Proceeds  realized upon all Asset  Dispositions  in any Fiscal Year of
          Group; PROVIDED, that no such prepayment or commitment reduction shall
          be required (A) if such amount is less than  $1,000,000  in any Fiscal
          Year, or (B) as a result of any Asset Disposition  permitted  pursuant
          to SECTION 6.13(A), (B) or (C); and

               (ii) within 30 days after the receipt  thereof by Group or any of
          its Subsidiaries an amount equal to 100% of the Net Available Proceeds
          realized  upon  the sale by  Group  or such  Subsidiary  of any of its
          equity securities.

     Contemporaneously with any automatic reductions in the Aggregate Commitment
     pursuant to this SECTION 2.8(B),  Group shall prepay the Revolving Loans in
     an amount equal to the lesser of (A) the  outstanding  principal  amount of
     the Revolving Loans and (B) the amount of such reduction; PROVIDED, that no
     such prepayment shall be required if, at such time, Group could satisfy the
     conditions set forth in SECTION  4.2(B) for the  reborrowing  thereof.  The
     preceding  sentence shall not affect the obligations of the Borrowers under
     SECTION 2.1(B).

and (c) relabelling existing paragraphs (b) and (c) of Section 2.8 as paragraphs
(c) and (d).

     2.3 Article V of the Credit  Agreement is hereby  amended by adding Section
5.31 as follows:

          5.31 SECURITY.  Each Pledge  Agreement is effective to create and give
     the Agent, for the benefit of the Lenders, as security for the repayment of
     the obligations secured thereby, a legal, valid,  perfected and enforceable
     first priority Lien upon and security interest in the capital stock pledged
     thereunder.

     2.4 Article VI of the Credit Agreement is hereby amended as follows:

          (a) Section 6.10 is hereby  deleted in its entirety and replaced  with
     the following:

               6.10  DIVIDENDS.  Neither  Borrower  will, nor will it permit any
          Subsidiary to, declare or pay any dividends or make any  distributions
          on its capital stock (other than dividends  payable in its own capital
          stock) or redeem, repurchase or otherwise acquire or retire any of its
          capital stock at any time outstanding,  except that any Subsidiary may
          declare and pay dividends to a Wholly-Owned Subsidiary or to Group.

          (b)  Section  6.11(g) is hereby  amended by  deleting  the  references
     therein  to   "$10,000,000"   and  "$5,000,000"  and  replacing  them  with
     references to "$5,000,000" and "$1,000,000", respectively.

          (c) Section 6.14 is hereby  amended by (i) deleting  clause (a)(iv) in
     its entirety and replacing it with the following:

               (iv)  Acquisitions of businesses or entities engaged in the life,
          accident and health insurance  business (other than assets or stock of
          any member of the UWS Group) which do not constitute hostile takeovers
          (and Investments in Subsidiaries  formed to Acquire such businesses or
          Acquired  after  the date of this  Agreement)  made for  consideration
          consisting of Group's  capital stock not to exceed  $75,000,000 in the
          aggregate after the Initial Closing Date (measured by reference to the
          market   value  of  such  stock  as  of  the   consummation   of  such
          Acquisition); and

     (ii)  deleting  clause  (b)(v) in its  entirety  and  replacing it with the
     following:

               (v)  Acquisitions of blocks of insurance  business,  from Persons
          other  than  any  member  of  the  UWS   Group,   through   assumptive
          reinsurance,  co-insurance  or indemnity  reinsurance,  so long as the
          only  consideration  paid  in  connection  therewith  consists  of (A)
          premium  sharing and (B) payments of up to $5,000,000 in the aggregate
          after the date hereof for the  processing  or  administration  of such
          insurance  business or in  reimbursement  of expenses of the cedent of
          such insurance business.

     and (iii)  deleting  clause (b)(vi) in its entirety and replacing it with a
     reference to "Intentionally Omitted".

          (d) Section 6.19.1 is hereby amended by deleting  clauses (a), (b) and
     (c) in their entirety and replacing them with the following:

          (a) 3.25 to 1.0 from November 5, 1999 through  December 31, 1999,  (b)
          3.5 to 1.0 from January 1, 2000 through March 31, 2000, (c) 4.5 to 1.0
          from April 1, 2000 through June 30, 2000,  (d) 5.0 to 1.0 from July 1,
          2000 through  September 30, 2000,  (e) 5.5 to 1.0 from October 1, 2000
          through December 31, 2000 and (f) 6.0 to 1.0 thereafter.

          (e) Section 6.19.3 is hereby deleted in its entirety and replaced with
     the following:

               6.19.3.  TANGIBLE NET WORTH.  Group will at all times  maintain a
          Consolidated  Tangible  Net  Worth  of not  less  than  the sum of (a)
          $119,000,000,  plus (b) 50% of the  positive  Consolidated  Net Income
          earned by Group in each Fiscal Quarter ending after September 30, 1999
          and on or prior to the date of determination,  plus (c) 50% of the Net
          Available  Proceeds  received  by  Group  or any  Subsidiary  from the
          issuance of equity securities after September 30, 1999.

     2.5 Article VII of the Credit Agreement is hereby amended by adding Section
7.17 as follows:

          7.17 Any Pledge  Agreement shall for any reason fail to create a valid
     and perfected, first priority security interest in any collateral purported
     to be covered  thereby,  except as  permitted  by the terms of such  Pledge
     Agreement,  or any Pledge  Agreement  shall fail to remain in full force or
     effect  or any  action  shall be taken by any  Person to  discontinue  such
     Pledge  Agreement  or by Group or any of its  Subsidiaries  to  assert  the
     invalidity or unenforceability of such Pledge Agreement, or a default shall
     occur under such Pledge Agreement.

     2.6 The Pricing  Schedule to the Credit  Agreement is hereby amended by (a)
deleting the tables set forth therein in their  entirety and replacing them with
the following:
<TABLE>
<CAPTION>
<S>                    <C>                <C>                 <C>               <C>               <C>
---------------------- ------------------ ------------------- ----------------- ----------------- ------------------
     APPLICABLE             LEVEL I            LEVEL II          LEVEL III          LEVEL IV           LEVEL V
       MARGIN               STATUS              STATUS             STATUS            STATUS            STATUS
---------------------- ------------------ ------------------- ----------------- ----------------- ------------------
---------------------- ------------------ ------------------- ----------------- ----------------- ------------------
     <50% Usage              0.60%              0.675%              0.75%            1.00%              1.25%
---------------------- ------------------ ------------------- ----------------- ----------------- ------------------
---------------------- ------------------ ------------------- ----------------- ----------------- ------------------
     >50% Usage             0.725%               0.80%             0.875%            1.25%              1.50%
     -
---------------------- ------------------ ------------------- ----------------- ----------------- ------------------



---------------------- ------------------ ------------------- ----------------- ----------------- ------------------
     APPLICABLE             LEVEL I            LEVEL II          LEVEL III          LEVEL IV           LEVEL V
      FEE RATE              STATUS              STATUS             STATUS            STATUS            STATUS
---------------------- ------------------ ------------------- ----------------- ----------------- ------------------
---------------------- ------------------ ------------------- ----------------- ----------------- ------------------
    Facility Fee             0.15%               0.20%              0.25%            0.25%              0.30%
---------------------- ------------------ ------------------- ----------------- ----------------- ------------------
</TABLE>

(b) deleting the  reference to "1.5" in the  definition  of "Level I Status" and
replacing it with a reference to "1.0",  (c) deleting the  reference to "2.5" in
the  definition of "Level II Status" and replacing it with a reference to "2.0",
(d) deleting the reference to "3.5" in the  definition of "Level III Status" and
replacing it with a reference to "3.0",  (e) deleting the  definitions  of "Debt
Coverage  Ratio" and "Level IV Status" in their entirety and replacing them with
the following:

          "Debt  Coverage  Ratio" means,  as of any date of  determination,  the
     ratio of (a) Consolidated Indebtedness of Group as of such date, to (b) the
     sum of (i) the lesser of (A) ten percent of UWLIC's Statutory Surplus as of
     such date and (B) UWLIC's aggregate  Statutory Net Income for the period of
     four Fiscal Quarters ending on the date of determination, without regard to
     realized  capital gains in such period  (determined on a pre-tax basis) and
     determined without double counting, plus (ii) Group's EBITDA for the Fiscal
     Quarter ending on such date.

          "Level  IV  Status"  exists  at any date if, as of the last day of the
     Fiscal  Quarter of Group  referred  to in the most recent  Financials,  (a)
     Group has not  qualified  for Level I, Level II or Level III status and (b)
     the Debt Coverage Ratio is less than 4.0 to 1.0.

and (f) adding a definition of "Level V Status" as follows:

          "Level V Status"  exists at any date if Group  has not  qualified  for
     Level I Status, Level II Status, Level III Status or Level IV Status.

and (g) deleting the last sentence of the last paragraph of the Pricing Schedule
and replacing it with the following:

     Notwithstanding the foregoing,  until the last day of any Fiscal Quarter as
     to which UWLIC has provided the Agent a written  certificate  demonstrating
     that for the period of four Fiscal Quarters ending on such date,  UWLIC had
     Statutory Net Income of at least  $14,000,000,  the Applicable Margin shall
     be equal to 2.125% and the Applicable Fee Rate shall be equal to .375%.

3. REPRESENTATIONS AND WARRANTIES OF THE BORROWERS.

     3.1 Each Borrower represents and warrants that the execution,  delivery and
performance  by such  Borrower  of  this  Amendment  Agreement  have  been  duly
authorized by all necessary  corporate action and that this Amendment  Agreement
is a legal, valid and binding obligation of such Borrower,  enforceable  against
such Borrower in accordance with its terms,  except as the  enforcement  thereof
may be  subject  to (a) the  effect of any  applicable  bankruptcy,  insolvency,
reorganization,  moratorium or similar law affecting creditors' rights generally
and (b) general  principles of equity (regardless of whether such enforcement is
sought in a proceeding in equity or at law).

     3.2 Each Borrower  hereby  certifies that each of the  representations  and
warranties contained in the Credit Agreement is true and correct in all material
respects on and as of the date hereof as if made on the date hereof.

4. ADDITIONAL RESTRICTIONS.

          (a) Each Borrower hereby agrees that, until the last day of any Fiscal
     Quarter  as to which  UWLIC has  provided  the Agent a written  certificate
     demonstrating  that for the period of four Fiscal  Quarters  ending on such
     date, UWLIC had Statutory Net Income of at least  $14,000,000,  Group shall
     not request the Lenders to make any Revolving  Loans;  PROVIDED,  that such
     limitation shall not restrict (i) UWLIC's ability to request the Swing Line
     Lender to make Swing Line Loans to the extent otherwise permitted under the
     terms of the  Credit  Agreement  or (ii) the making of any  Revolving  Loan
     pursuant to Section 2.12(b) of the Credit Agreement.

          (b)  Notwithstanding  any provision of the Waiver dated August 3, 1999
     to the contrary,  neither Group nor any Subsidiary may purchase,  redeem or
     retire  any  shares of  Group's  capital  stock  unless  it has  previously
     provided  evidence to the Agent that,  after  giving  effect  thereto,  the
     restriction  set forth in  Section  6.19.3 of the  Credit  Agreement  would
     continue to be satisfied.

5. WAIVER.  The undersigned  Lenders hereby waive any Default to the extent that
such Default  arises solely from a breach by the Borrowers of (a) Section 6.19.1
of the Credit  Agreement as of September 30, 1999 and (b) Section  6.19.3 of the
Credit  Agreement  for the period from  September  30, 1999 through  November 4,
1999.

6. CONDITIONS TO EFFECTIVENESS.  This Amendment Agreement shall become effective
as of the date first above written; PROVIDED, that the Agent has received:

          (a) counterparts of (i) this Amendment Agreement duly executed by each
     Borrower and each Lender,  (ii) the Reaffirmation of Guaranty duly executed
     by  Holdings,  and  (iii)  the  Pledge  Agreements  executed  by Group  and
     Holdings, together with the stock certificates pledged thereunder and stock
     powers with respect thereto executed in blank;

          (b) payment of the fees  payable  upon the  execution  and delivery of
     this Amendment  Agreement in the amounts which have been separately  agreed
     to;

          (c) copies of a certificate of existence (or its  equivalent) for each
     of  Group,   Holdings  and  UWLIC,   each  certified  by  the   appropriate
     governmental officer in its jurisdiction of incorporation;

          (d) copies of a secretary's  certificate  for each of Group,  Holdings
     and UWLIC as to charter, by-laws, resolutions and incumbency;

          (e) a written  opinion  of  Quarles  & Brady  LLP,  counsel  to Group,
     Holdings and UWLIC,  addressed to the Agent and the Lenders and in form and
     substance acceptable to the Agent and its counsel;

          (f) receipt of any required regulatory approvals from any Governmental
     Authority with respect to the  transactions  contemplated by this Amendment
     Agreement;

          (g)  evidence  that Group is  concurrently  repaying  the  outstanding
     balance of the Revolving Loans in an amount of at least $10,000,000;

          (h)  evidence  that the  consent of M&I  Marshall & Ilsley Bank to the
     execution and delivery of the Pledge Agreements has been obtained; and

          (i)  such  other  documents  as the  Agent  or  any  Lender  may  have
     reasonably requested.

7. REFERENCE TO AND EFFECT ON THE CREDIT AGREEMENT.

     7.1 Upon the effectiveness of this Amendment  Agreement,  each reference in
the Credit Agreement to "this  Agreement,"  "hereunder,"  "hereof,"  "herein" or
words of like import and each  reference  to the Credit  Agreement  in each Loan
Document  shall  mean and be a  reference  to the  Credit  Agreement  as amended
hereby.

     7.2 Except as specifically  set forth above,  all of the terms,  conditions
and covenants of the Credit  Agreement and the other Loan Documents shall remain
unaltered  and in full force and effect and shall be binding upon each  Borrower
in all respects and are hereby ratified and confirmed.

     7.3 The execution,  delivery and effectiveness of this Amendment  Agreement
shall not operate as a waiver of (a) any right, power or remedy of any Lender or
the Agent under the Credit  Agreement or any of the Loan  Documents,  or (b) any
Default or Unmatured Default under the Credit Agreement.

8. COSTS AND EXPENSES.  The Borrowers  agree,  jointly and severally,  to pay on
demand all costs and expenses of the Agent in connection  with the  preparation,
execution and delivery of this  Amendment  Agreement,  including the  reasonable
fees and out-of-pocket expenses of counsel for the Agent with respect thereto.

9. CHOICE OF LAW. THIS AMENDMENT AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS (AND NOT THE LAW OF  CONFLICTS) OF THE STATE OF ILLINOIS,  BUT
GIVING EFFECT TO FEDERAL LAWS APPLICABLE TO NATIONAL BANKS.

10. EXECUTION IN COUNTERPARTS.  This Amendment  Agreement may be executed in any
number of counterparts and by different parties hereto in separate counterparts,
each of which  when so  executed  shall be deemed to be an  original  and all of
which taken together shall constitute one and the same agreement.

                           [signature pages to follow]

     IN WITNESS WHEREOF, the Borrowers,  the Agent and the Lenders have executed
this Amendment Agreement as of the date first above written.



                                         AMERICAN MEDICAL SECURITY GROUP, INC.


                                         BY:____________________________________

                                         TITLE:_________________________________



                                         UNITED WISCONSIN LIFE INSURANCE COMPANY


                                         BY:____________________________________

                                         TITLE:_________________________________



                                         BANK ONE, NA,
                                            Individually and as Agent


                                         BY:____________________________________

                                         TITLE:_________________________________



                                         FIRST UNION NATIONAL BANK


                                         BY:____________________________________

                                         TITLE:_________________________________



                                         FLEET NATIONAL BANK


                                         BY:____________________________________

                                         TITLE:_________________________________



                                         M&I MARSHALL AND ILSLEY BANK


                                         BY:____________________________________

                                         TITLE:_________________________________




<PAGE>