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 MARCH 31, 2000
         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) 661-1111



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 April 30, 2000: 15,406,415 shares


<PAGE>


                      AMERICAN MEDICAL SECURITY GROUP, INC.

                                      INDEX


PART I.   FINANCIAL INFORMATION

     Item 1.   Financial Statements (Unaudited)

                    Condensed Consolidated Balance Sheets
                      March 31, 2000 and December 31, 1999.....................3

                    Condensed Consolidated Statements of Income
                      Three months ended March 31, 2000 and 1999...............5

                    Condensed Consolidated Statements of Cash Flows
                      Three months ended March 31, 2000 and 1999...............6

                    Notes to Condensed Consolidated Financial Statements
                      March 31, 2000...........................................7

     Item 2.   Management's Discussion and Analysis of Financial Condition
                      and Results of Operations...............................11

     Item 3.   Quantitative and Qualitative Disclosures About Market Risk.....15


PART II.  OTHER INFORMATION

     Item 1.   Legal Proceedings..............................................16

     Item 2.   Changes in Securities and Use of Proceeds......................17

     Item 5.   Other Information..............................................17

     Item 6.   Exhibits and Reports on Form 8-K...............................17

     Signatures...............................................................18

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

                                       2
<PAGE>


PART I.   FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS


                      AMERICAN MEDICAL SECURITY GROUP, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                     March 31,       December 31,
                                                                                       2000              1999
                                                                                 -----------------------------------
                                                                                           (IN THOUSANDS)
<S>                                                                               <C>                <C>


ASSETS

Investments:
     Securities available for sale, at fair value:
          Fixed maturities                                                        $     281,044      $     270,800
          Equity securities-preferred                                                     2,027              2,198
     Fixed maturity securities held to maturity, at amortized cost                        3,829              3,275
                                                                                 -----------------------------------

          Total investments                                                             286,900            276,273

Cash and cash equivalents                                                                (2,335)            17,266

Other assets:
     Property and equipment, net                                                         34,089             32,624
     Goodwill and other intangibles, net                                                110,401            111,347
     Other assets                                                                        54,772             65,584
                                                                                 -----------------------------------

          Total other assets                                                            199,262            209,555
                                                                                 -----------------------------------

Total assets                                                                      $     483,827      $     503,094
                                                                                 ===================================
</TABLE>


            See Notes to Condensed Consolidated Financial Statements
                                    3
<PAGE>


                      AMERICAN MEDICAL SECURITY GROUP, INC.

                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                     March 31,       December 31,
                                                                                       2000              1999
                                                                                 -----------------------------------
                                                                                           (IN THOUSANDS)
<S>                                                                               <C>                <C>


LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
     Medical and other benefits payable                                           $     150,512      $     169,117
     Advance premiums                                                                    22,835             17,277
     Payables and accrued expenses                                                       25,246             25,044
     Notes payable                                                                       42,158             42,523
     Other liabilities                                                                   21,516             28,853
                                                                                 -----------------------------------

          Total liabilities                                                             262,267            282,814

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,
          16,654,315 issued and 15,431,515 outstanding at March 31, 2000,
          16,653,646 issued and 15,532,146 outstanding at December 31, 1999)             16,654             16,654
     Paid-in capital                                                                    187,956            187,952
     Retained earnings                                                                   35,286             33,626
     Accumulated other comprehensive loss, net of tax benefit of $5,463,000
          and $5,634,000 at March 31, 2000 and December 31, 1999, respectively          (10,146)           (10,464)
     Treasury stock (1,222,800 and 1,121,500 shares at cost
          at March 31, 2000 and December 31, 1999, respectively)                         (8,190)            (7,488)
                                                                                 -----------------------------------


          Total shareholders' equity                                                    221,560            220,280
                                                                                 -----------------------------------

Total liabilities and shareholders' equity                                        $     483,827      $     503,094
                                                                                 ===================================
</TABLE>


            See Notes to Condensed Consolidated Financial Statements
                                       4
<PAGE>


                      AMERICAN MEDICAL SECURITY GROUP, INC.

                   CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                          Three Months Ended
                                                                                              March 31,
                                                                                   ---------------------------------
                                                                                        2000              1999
                                                                                   ---------------------------------
                                                                                 (IN THOUSANDS, EXCEPT PER SHARE DATA)

<S>                                                                                 <C>               <C>
Revenues:
     Insurance premiums                                                             $    247,905      $    262,892
     Net investment income                                                                 4,883             4,975
     Other revenue                                                                         4,889             6,186
                                                                                   ---------------------------------
          Total revenues                                                                 257,677           274,053

Expenses:
     Medical and other benefits                                                          188,063           198,407
     Selling, general and administrative                                                  64,938            68,681
     Interest expense                                                                        896               894
     Amortization of goodwill and intangibles                                                946             1,048
                                                                                   ---------------------------------
          Total expenses                                                                 254,843           269,030
                                                                                   ---------------------------------

Income before income taxes                                                                 2,834             5,023

Income tax expense                                                                         1,175             2,028
                                                                                   ---------------------------------

Net income                                                                          $      1,659      $      2,995
                                                                                   =================================


Net income per common share:
     Basic                                                                          $       0.11      $       0.18
     Diluted                                                                        $       0.11      $       0.18
</TABLE>


            See Notes to Condensed Consolidated Financial Statements
                                       5
<PAGE>


                      AMERICAN MEDICAL SECURITY GROUP, INC.

                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)


<TABLE>
<CAPTION>
                                                                                         Three Months Ended
                                                                                             March 31,
                                                                                 -----------------------------------
                                                                                      2000               1999
                                                                                 -----------------------------------
                                                                                           (IN THOUSANDS)
<S>                                                                               <C>                <C>

OPERATING ACTIVITIES:
Net income                                                                        $       1,659      $       2,995
Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
     Depreciation and amortization                                                        2,371              2,590
     Net realized investment gains                                                            -                 61
     Deferred income tax expense (benefit)                                                1,226               (430)
     Changes in operating accounts:
          Other assets                                                                    9,414             (8,347)
          Medical and other benefits payable                                            (18,605)            17,628
          Advance premiums                                                                5,558              3,293
          Payables and accrued expenses                                                     202                425
          Other liabilities                                                              (7,337)             2,442
                                                                                 -----------------------------------
               Net cash provided by (used in) operating activities                       (5,512)            20,657


INVESTING ACTIVITIES:
Purchases of available for sale securities                                              (13,274)          (147,926)
Proceeds from sale of available for sale securities                                       2,041            142,590
Proceeds from maturity of available for sale securities                                     150                700
Purchases of held to maturity securities                                                      -               (200)
Proceeds from maturity of held to maturity securities                                       630                  -
Purchases of property and equipment                                                      (2,580)              (993)
Proceeds from sale of property and equipment                                                  7                 85
                                                                                 -----------------------------------
               Net cash used in investing activities                                    (13,026)            (5,744)


FINANCING ACTIVITIES:
Issuance of common stock                                                                      4                  1
Purchase of treasury stock                                                                 (702)                 -
Borrowings under line of credit agreement                                                35,158              5,000
Repayment on line of credit agreement                                                   (35,158)            (5,000)
Repayment of notes payable                                                                 (365)            (1,300)
                                                                                 -----------------------------------
               Net cash used in financing activities                                     (1,063)            (1,299)
                                                                                 -----------------------------------


Cash and cash equivalents:
     Net increase (decrease)                                                            (19,601)            13,614
     Balance at beginning of year                                                        17,266             10,648
                                                                                 -----------------------------------
Balance at end of period                                                          $      (2,335)     $      24,262
                                                                                 ===================================
</TABLE>


            See Notes to Condensed Consolidated Financial Statements
                                       6
<PAGE>


                      AMERICAN MEDICAL SECURITY GROUP, INC.

              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


                                 March 31, 2000


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 month period
ended March 31, 2000 are not  necessarily  indicative of the results that may be
expected for the year ending  December 31, 2000.  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, 1999.


NOTE B.   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>
                                                                               Three Months Ended
                                                                                     March 31,
                                                                          ---------------------------------
                                                                              2000            1999
                                                                          ---------------------------------
<S>                                                                        <C>             <C>
     Weighted average common shares outstanding - Basic                    15,504,879      16,653,226
     Effect of dilutive stock options                                          68,026         173,473
                                                                          ---------------------------------
     Weighted average common shares outstanding - Diluted                  15,572,905      16,826,699
                                                                          =================================
</TABLE>

     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
period. In addition,  1,000,000  options,  which were at exercise prices greater
than the average market price of the common stock, were surrendered in the first
quarter of 1999.


NOTE C.   COMPREHENSIVE INCOME (LOSS)

     Comprehensive  income  (loss) is defined as net income (loss) plus or minus
other  comprehensive  income  (loss),  which  for the  Company,  under  existing
accounting  standards,  includes  unrealized gains and losses, net of income tax
effects,  on certain  investments in debt and equity  securities.  Comprehensive
income  totaled  $2.0  million  for the three  months  ended  March 31, 2000 and
comprehensive  loss  totaled  $0.5  million for the three months ended March 31,
1999.


                                       7
<PAGE>


NOTE D.   CREDIT AGREEMENT

     During the first  quarter of 2000,  the  Company  refinanced  its  existing
revolving  bank line of credit and  entered  into a new  revolving  bank line of
credit agreement  increasing the maximum  commitment from $40.0 million to $45.0
million.  The maximum  commitment  will be reduced to $40.0 million on March 24,
2001.  The  outstanding  balance of loans  under the credit  agreement  is $35.2
million at March 31,  2000.  The  revised  schedule of future  annual  principal
payments due on the  outstanding  loan  balance is $0.2 million for 2002,  $10.0
million for 2003, $10.0 million for 2004, and $15.0 million for 2005.

     The Company's  revolving  bank line of credit  agreement  contains  certain
covenants which, among other matters,  require the Company to maintain a minimum
consolidated  net worth and restrict the Company's  ability to incur  additional
debt, pay future cash dividends and transfer assets.


NOTE E.   CONTINGENCIES

     On August 26, 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. On April 17, 2000, the Company filed its notice of appeal of
this decision with a Federal Appeals Court.  Based on consultation  with outside
counsel,  management expects the verdict to be reversed or substantially reduced
following appeal. As a result, the Company's accrual related to this case is not
material.

     On February 7, 2000, a $5.4 million verdict was entered against the Company
in a lawsuit which alleged breach of contract  involving  commission amounts due
to a former agent.  On April 18, 2000, the Company filed a notice of appeal with
an Ohio Appeals Court requesting reversal of the decision. Based on consultation
with  outside  counsel,  management  expects  the  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 legal and regulatory  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 above-mentioned and
other  legal and  regulatory  actions  and,  accordingly,  the  outcome of these
matters is not expected to have a material  adverse  effect on the  consolidated
financial statements.


NOTE F.   SEGMENT INFORMATION

     The Company has two reportable  segments:  1) health insurance products and
2) life insurance  products.  The Company's health insurance products consist of
the following  coverages related to small group preferred provider  organization
products:  MedOne (for  individuals and families) and small group medical,  self
funded  medical,  dental  and  short-term  disability.   Life  products  consist
primarily  of group  term-life  insurance.  The  "All  Other"  segment  includes
operations  not  directly  related  to the  business  segments  and  unallocated
corporate  items  (i.e.,  corporate  investment  income,   interest  expense  on
corporate  debt,  amortization  of  goodwill  and  intangibles  and  unallocated
overhead  expenses).  The Company's All Other segment also includes data for its
health maintenance organization ("HMO") subsidiary.  The reportable segments are
managed 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 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.


                                       8
<PAGE>


     A   reconciliation   of  segment  income  (loss)  before  income  taxes  to
consolidated income before income taxes is as follows:

<TABLE>
<CAPTION>
                                                                                 Three Months Ended
                                                                                     March 31,
                                                                          ---------------------------------
                                                                                    2000            1999
                                                                          ---------------------------------
                                                                                      (IN THOUSANDS)
<S>                                                                        <C>                 <C>

     Health segment                                                        $          716      $     3,481
     Life segment                                                                   2,240            1,876
     All other                                                                       (122)            (334)
                                                                          ---------------------------------
          Income before income taxes                                       $        2,834      $     5,023
                                                                          =================================
</TABLE>


     Operating results and statistics for each of the Company's  segments are as
follows:

<TABLE>
<CAPTION>
                                                                                 Three Months Ended
                                                                                     March 31,
                                                                          ---------------------------------
                                                                                    2000            1999
                                                                          ---------------------------------
                                                                                      (IN THOUSANDS)
<S>                                                                        <C>                 <C>

         HEALTH SEGMENT

         OPERATING RESULTS

         Revenues:
               Insurance premiums                                          $      232,954      $   246,652
               Net investment income                                                2,545            2,268
               Other revenue                                                        3,963            5,212
                                                                          ---------------------------------
                    Total revenues                                                239,462          254,132

         Expenses:
               Medical and other benefits                                         178,505          187,420
               Selling, general and administrative                                 60,241           63,231
                                                                          ---------------------------------
                    Total expenses                                                238,746          250,651
                                                                          ---------------------------------

         Income before income taxes                                        $          716      $     3,481
                                                                          =================================

         FINANCIAL STATISTICS

         Loss ratio                                                                  76.6%            76.0%
         Expense ratio                                                               24.2%            23.5%
                                                                          ---------------------------------
               Combined ratio                                                       100.8%            99.5%
                                                                          =================================


         Membership at End of Period:
         Medical:
          Fully insured                                                           520,710          586,042
          Self funded                                                              49,810           49,264
                                                                          ---------------------------------
               Total medical(a)                                                   570,520          635,306
         Dental                                                                   326,420          357,860
</TABLE>

          (a) Total medical membership for the Company of 588,074 and 662,126 at
          March 31,  2000 and 1999,  respectively  includes  HMO  membership  of
          17,554 and 26,820,  respectively.  HMO  operations are not included in
          health segment operating results.

                                       9
<PAGE>


<TABLE>
<CAPTION>
                                                                                 Three Months Ended
                                                                                     March 31,
                                                                          --------------------------------
                                                                                    2000            1999
                                                                          --------------------------------
                                                                                      (IN THOUSANDS)
<S>                                                                        <C>                <C>


          LIFE SEGMENT

          OPERATING RESULTS

          Revenues:
               Insurance premiums                                          $        6,072     $      6,660
               Net investment income                                                  159               51
               Other revenue                                                           56               72
                                                                          ---------------------------------
               Total revenues                                                       6,287            6,783

          Expenses:
               Medical and other benefits                                           2,290            2,773
               Selling, general and administrative                                  1,757            2,134
                                                                          ---------------------------------
               Total expenses                                                       4,047            4,907
                                                                          ---------------------------------

          Income before income taxes                                       $        2,240     $      1,876
                                                                          =================================

          FINANCIAL STATISTICS

          Loss ratio                                                                 37.7%            41.6%
          Expense ratio                                                              28.0%            31.0%
                                                                          ---------------------------------
               Combined ratio                                                        65.7%            72.6%
                                                                          =================================


          Membership at End of Period                                             280,893          307,674
</TABLE>
                                       10
<PAGE>


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


OVERVIEW

     American  Medical  Security  Group,  Inc.,  together  with  its  subsidiary
companies  ("AMSG" or the "Company"),  is a provider of health care benefits and
insurance  products for  individuals  and small employer  groups.  The Company's
principal  product  offering is health  insurance for small employer  groups and
health  insurance  for  individuals  and families  ("MedOne").  The Company also
offers  life,  dental,   prescription  drug,  disability  and  accidental  death
insurance,  and  provides  self funded  benefit  administration.  The  Company's
products are actively marketed in 31 states and the District of Columbia through
independent  agents.  The  Company's  products  generally  provide  discounts to
insureds that utilize preferred  provider  organizations  ("PPOs").  AMSG owns a
preferred  provider  network and also  contracts  with several other networks to
ensure cost-effective health care choices to its customers.

RESULTS OF OPERATIONS

     The Company  reported net income of $1.7 million or $0.11 per share for the
first quarter of 2000.  This compares to net income of $3.0 million or $0.18 per
share for the  first  quarter  of 1999.  As  previously  reported,  the  Company
identified  adverse medical claims cost trends in its small group medical market
during the second and third  quarters  of 1999  which  required  reserves  to be
strengthened and the recognition of a premium deficiency reserve.  These actions
resulted in a loss for the year 1999. To combat the adverse trends recognized in
1999, management  implemented various action plans including higher premium rate
increases,  accelerated  re-pricing in certain targeted business  segments,  the
exit from three  under-performing  markets,  and the  introduction of redesigned
products with the  conversion of older group health plans into these new benefit
designs.  Also, in late December 1999, the Company  entered into a new agreement
with its  prescription  benefit  manager  which is expected to provide  cost and
efficiency benefits.  Management has also initiated new administrative  programs
designed to reduce claims costs.

     The improvement in financial results which began late in the fourth quarter
of 1999 and has continued  during the first quarter of 2000,  indicates that the
initiatives implemented by management have been beneficial.  The impact of these
initiatives is expected to continue to positively  affect financial  results for
the  remainder  of 2000.  Management  is also seeing  evidence  that claims cost
trends have leveled.

INSURANCE PREMIUMS

     Insurance premiums for the three months ended March 31, 2000 decreased 5.7%
to $247.9  million from $262.9  million for the same period in 1999. The premium
decrease  is a result  of the  run-off  of the  block of group  health  business
acquired on January 1, 1999 from Continental  Assurance  Company ("CNA"),  lower
sales due to aggressive  premium rate  increases  implemented  late in 1999, and
declining  membership in exited states.  Insurance premiums for the CNA block of
business  totaled $28.5 million for the first quarter of 1999,  compared to just
$5.2  million  for the first  quarter of 2000.  Management  anticipates  premium
revenue to decline slightly during the remainder of 2000.

     Average  fully insured  medical  premium per member per month for the first
quarter of 2000  increased  4.0% to $131 compared to $126 for the same period in
1999.  Medical  membership  inforce at March 31, 2000 decreased 11.2% to 588,074
from 662,126 at March 31, 1999. The decrease in inforce membership is due to the
run-off of the CNA business, the decline in membership in exited states, and the
reduction in new business as a result of premium rate increases.


                                       11
<PAGE>


NET INVESTMENT INCOME

     Net investment  income  includes  investment  income and realized gains and
losses on  investments.  Investment  gains and losses are realized in the normal
investment  process in response to market  opportunities.  Net investment income
for the three months ended March 31, 2000 declined slightly to $4.9 million from
$5.0 million for the three months  ended March 31, 1999.  The slight  decline is
due to a lower average annual  investment yield of 6.6% for the first quarter of
2000 compared to 6.7% for the first quarter of the prior year.  Average invested
assets at cost for the three  months  ended March 31,  2000 were $297.4  million
compared to $299.2 million for the three months ended March 31, 1999.

OTHER REVENUE

     Other revenue,  which primarily  consists of administrative fee income from
claims processing and other administrative  services,  decreased to $4.9 million
for the three  months ended March 31, 2000 from $6.2 million for the same period
in 1999.  The  decrease is  primarily  due to a decrease in  administrative  fee
revenue  associated with acquired  blocks of business which declined  throughout
1999.

LOSS RATIO

     The health segment loss ratio for the three months ended March 31, 2000 was
76.6%  compared to 76.0% for the three months ended March 31, 1999 and 78.6% for
the fourth  quarter of 1999.  The  improvement in the health loss ratio from the
fourth quarter of 1999 reflects an improvement in the small group medical market
as a result of premium rate  increases and better  experience in exited  states.
The Company has also increased sales in its MedOne market, which is designed for
a somewhat lower loss ratio and a correspondingly  higher expense ratio.  MedOne
membership  increased 4.8% from the end of 1999 and 21.5% from March 31, 1999 to
154,000.

     As  expected,  the life segment loss ratio for the three months ended March
31, 2000 has  improved to 37.7%  compared  to 41.6% for the three  months  ended
March 31, 1999. The Company experienced higher that usual life claims experience
during certain months in 1999.  Management expects the life loss ratio to remain
approximately at first quarter 2000 levels during the remainder of 2000.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSE RATIO

     The selling,  general and  administrative  ("SGA")  expense ratio  includes
commissions and selling expenses,  administrative expenses and premium taxes and
assessments.  The SGA expense  ratio for health  segment  products for the three
months ended March 31, 2000 was 24.2%  compared  with 23.5% for the three months
ended March 31, 1999.  The increase in the SGA expense ratio is in part a result
of growth in new sales of the Company's MedOne product,  which is more costly to
administer,  investment in systems to enhance  medical  management and decreased
revenues.  Management expected the SGA expense ratio to increase slightly in the
first  quarter  of 2000  due to the  change  in the mix of  business  and to the
investment in medical  management  initiatives  designed to reduce claims costs.
Management  believes the cost of these  initiatives  will be more than offset by
reduced claims costs.


                                       12
<PAGE>


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   payment  of  medical  and  other   benefits,   selling,   general  and
administrative expenses and debt service costs. 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.

     The Company's  cash flow from  operations  was negative at $5.5 million for
the three months ended March 31, 2000.  This compares to positive cash flow from
operations  of $20.7  million for the three  months  ended March 31,  1999.  The
negative  results are due to a decline in membership and a significant  decrease
in the claims inventory.

     The Company's  investment  portfolio consists primarily of investment grade
bonds and has limited exposure to equity  securities.  At March 31, 2000, $284.9
or 99.3% of the  Company's  investment  portfolio  was  invested  in  bonds.  At
December 31, 1999,  $274.1 or 99.2% of the  Company's  investment  portfolio was
invested in bonds.  The bond  portfolio had an average  quality rating of Aa3 at
March 31, 2000,  and Aa3 at December 31, 1999,  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. Based upon the financial statements of the Company's insurance
subsidiaries as of December 31, 1999, as filed with the insurance regulators, no
dividends may be paid by these subsidiaries  without prior regulatory  approval.
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,  1999,  the  Company's  principal
insurance company subsidiaries had an RBC ratio that was substantially above the
levels which would require regulatory action.

     During the first  quarter of 2000,  the  Company  refinanced  its  existing
revolving  bank line of credit and  entered  into a new  revolving  bank line of
credit agreement  increasing the maximum  commitment from $40.0 million to $45.0
million.  The maximum  commitment  will be reduced to $40.0 million on March 24,
2001.  The  outstanding  balance of loans  under the credit  agreement  is $35.2
million at March 31,  2000.  The  revised  schedule of future  annual  principal
payments due on the  outstanding  loan  balance is $0.2 million for 2002,  $10.0
million for 2003, $10.0 million for 2004, and $15.0 million for 2005.

     The Company's  revolving  bank line of credit  agreement  contains  certain
covenants which, among other matters,  require the Company to maintain a minimum
consolidated  net worth and restrict the Company's  ability to incur  additional
debt, pay future cash dividends and transfer assets.

     The Company does not expect to pay any cash  dividends  in the  foreseeable
future and intends to employ its earnings in the  continued  development  of its
business.  The  Company's  future  dividend  policy will depend on its earnings,
capital  requirements  and financial  condition,  any  contractual or regulatory
restrictions  affecting the payment of dividends,  and other factors  considered
relevant by the Board of Directors.

     On August 3, 1999, the Company's Board of Directors  authorized the Company
to repurchase up to $10.0 million of the Company's outstanding common stock. The
Company purchased 101,300 shares of its common stock during the first quarter of
2000 bringing the total purchased to 1,222,800  shares at an aggregate  purchase
price of $8.2  million.  On May 2, 2000,  the Board of Directors  increased  the
common share repurchase program by authorizing repurchases up to $15.0.


                                       13
<PAGE>


CAUTIONARY FACTORS

     This report and other documents or oral presentations prepared or delivered
by  or  on  behalf  of  the  Company  contain  or  may  contain  forward-looking
statements. Such statements are based upon management's expectations at the time
such statements are made and are subject to risks and  uncertainties  that could
cause the Company's actual results to differ materially from those  contemplated
in the  statements.  Readers are  cautioned  not to place undue  reliance on the
forward-looking   statements.   When   used  in   written   documents   or  oral
presentations,   the  terms  "anticipate",   "believe",   "estimate",  "expect",
"objective", "plan", "possible",  "potential", "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 could cause the  Company's  actual  results to differ
materially from those contemplated in any  forward-looking  statements  include,
among others, the following:

-    Increases in health care costs  resulting from the aging of the population,
     advances in medical technology,  increased  utilization of medical services
     and drugs, health care inflation  (particularly  pharmacy costs),  possible
     epidemics and natural  disasters  and other factors  affecting the delivery
     and cost of health care that are beyond the Company's control.

-    The  Company's  ability to  profitably  distribute  and sell its  products,
     including  changes in business  relationships  with independent  agents who
     sell the Company's  products,  competitive  factors such as the entrance of
     additional  competitors  into the Company's  markets,  competitive  pricing
     practices,  demand  for  the  Company's  existing  and  new  products,  the
     Company's  ability to predict future health care cost trends and adequately
     price its products and the ability of the Company to control costs.

-    Federal  and state  health  care  reform  laws  adopted  in  recent  years,
     currently  proposed or that may be proposed in the future  which  affect or
     may affect the Company's  operations,  products,  profitability or business
     prospects.  Reform laws adopted in recent years generally limit the ability
     of  insurers  and  health  plans  to use  risk  selection  as a  method  of
     controlling costs for the small group business.

-    Regulatory  factors,  including  delays  in  regulatory  approvals  of rate
     increases and policy forms; regulatory action resulting from market conduct
     activity and general administrative compliance with state and federal laws;
     restrictions on the ability of the Company's subsidiaries to transfer funds
     to the  Company or its other  subsidiaries  in the form of cash  dividends,
     loans or advances without prior approval or notification;  the granting and
     revoking  of  licenses  to  transact  business;  the  amount  and  type  of
     investments  that  the  Company  may  hold;  minimum  capital  and  surplus
     requirements; and risk-based capital requirements.

-    The  willingness  of employers and  individuals  to accept rate  increases,
     premium  repricing and  redesigned  products  implemented  beginning in the
     second  half of 1999 by the  Company  to improve  loss  ratios in its small
     group health business and the ability of the Company to control expenses.

-    The development of and changes in claims reserves,  particularly for exited
     markets  where  insureds may be inclined to increase  utilization  prior to
     termination of their policies.

-    The  ability of the Company to continue  the growth of its  individual  and
     small group health  business,  and its ancillary group products,  including
     group life, dental and self funded business.

-    The  cost  and  other  effects  of legal  and  administrative  proceedings,
     including the expense of investigating,  litigating and settling any claims
     against the  Company,  and the general  increase  in  litigation  involving
     managed care and medical insurers.

-    Adverse outcomes of litigation against the Company, including the inability
     of the  Company to prevail in its appeal of the  verdicts  in the  Skilstaf
     litigation and the Health Administrators litigation.


                                       14
<PAGE>


-    Possible  restrictions  on cash  flow  resulting  from a  denial  by  state
     regulators of the payment of dividends by the Company's  insurance  company
     subsidiaries.

-    Restrictions  imposed by financing  arrangements  that limit the  Company's
     ability to incur  additional  debt,  pay future cash dividends and transfer
     assets.

-    Changes in rating  agency  policies  and  practices  and the ability of the
     Company's insurance subsidiaries to maintain or exceed their A- (Excellent)
     rating by A.M. Best.

-    General  economic  conditions,  including  changes  in  interest  rates and
     inflation  that may  impact the  performance  on the  Company's  investment
     portfolio  or  decisions  of  individuals  and  employers  to purchase  the
     Company's products.

-    The Company's ability to maintain  attractive  preferred  provider networks
     for its insureds.

-    The Company's ability to integrate effectively the operational,  managerial
     and financial aspects of future acquisitions.

-    Unanticipated developments related to Year 2000 or other technology issues,
     including  those  affecting  third  parties  with  whom  the  Company  does
     business.

-    Factors  affecting the Company's  ability to hire and retain key executive,
     managerial and technical employees.

-    Other business or investment considerations that may be disclosed from time
     to time in the  Company's  Securities & Exchange  Commission  filings or in
     other publicly disseminated written documents.

-    The Company  undertakes  no  obligation  to  publicly  update or revise any
     forward-looking statements, whether as a result of new information,  future
     events or otherwise.


ITEM 3.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

     The Company's market risk has not substantially changed from the year ended
December 31, 1999.


                                       15
<PAGE>


PART II.  OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

     As  previously  reported,  on August 26, 1999,  a $6.9 million  verdict was
entered against  American  Medical  Security,  Inc. ("AMS Inc."),  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 Inc. by Skilstaf,  Inc.  ("Skilstaf"),  an Alabama  employee
leasing company,  in January 1998 alleging that AMS Inc. 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 Inc. 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.  AMS
Inc.'s post-trial motion to set aside the jury's finding was denied by the court
on March 20,  2000.  As a  result,  AMS Inc.  filed a notice of appeal  with the
Eleventh  Circuit Federal Appeals Court on April 17, 2000.  Although the outcome
of the appeal cannot be predicted with  certainty,  based on  consultation  with
outside  counsel  and the  merits of the  appeal,  management  expects  the $6.9
million verdict to be reversed or substantially reduced following appeal.

     As  previously  reported,  on February 7, 2000, a $5.4 million  verdict was
entered against AMS Inc. and UWLIC in the Common Pleas Court of Delaware County,
Ohio, Civil Division, in a lawsuit brought against AMS Inc. and UWLIC in 1996 by
Health Administrators of America, Inc. ("Health  Administrators"),  an insurance
agency  owned and  operated by a former  agent of AMS Inc.  The lawsuit  alleges
breach of written and oral contracts involving commission amounts and fraud. The
case was heard  and  decided  by a  magistrate  who  awarded  damages  to Health
Administrators,  based on breach of written  contracts and ruled in favor of AMS
Inc. and UWLIC on breach of oral contracts and fraud.  On February 22, 2000, AMS
Inc. and UWLIC filed  objections with the Common Pleas Court requesting that the
magistrate's  decision against AMS Inc. and UWLIC be reversed.  The Common Pleas
Court  approved the  magistrate's  decision on April 10, 2000. As a result,  AMS
Inc.  and UWLIC  filed a notice of appeal  with the Court of  Appeals,  Delaware
County,  Ohio, Fifth Appellate District on April 18, 2000.  Although the outcome
of the appeal cannot be predicted with  certainty,  based on  consultation  with
outside  counsel  and the  merits of the  appeal,  management  expects  the $5.4
million judgment to be reversed or substantially reduced following appeal.

     The Company is involved in various legal and regulatory  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,  the Health Administrators litigation and other legal and regulatory
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

     The Company's  revolving  bank line of credit  agreement  contains  certain
covenants  which,  among other matters,  require the Company to maintain minimum
consolidated  net worth and restrict the Company's  ability to incur  additional
debt,  pay  future  cash  dividends  and  transfer  assets.   See  "Management's
Discussion    and   Analysis   of   Financial    Condition    and   Results   of
Operations--Liquidity and Capital Resources."


                                       16
<PAGE>


ITEM 5.   OTHER INFORMATION

     On August 3, 1999, the Company's Board of Directors  authorized the Company
to repurchase up to $10.0 million of the Company's outstanding common stock. The
Company purchased 101,300 shares of its common stock during the first quarter of
2000 bringing the total purchased to 1,222,800  shares at an aggregate  purchase
price of $8.2  million.  On May 2, 2000,  the Board of Directors  increased  the
common share  repurchase  program by  authorizing  repurchases  up to $15.0.  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 first  quarter
of 2000.


                                       17
<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:      MAY 12, 2000


                       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)



                                       18
<PAGE>


<TABLE>
<CAPTION>



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

                                  EXHIBIT INDEX
                                       TO
                           FORM 10-Q QUARTERLY REPORT
                        for quarter ended March 31, 2000
<S>               <C>                                                  <C>                               <C>
                                                                       INCORPORATED HEREIN                FILED
  EXHIBIT NO.                    DESCRIPTION                             BY REFERENCE TO                 HEREWITH


4                 Credit Agreement dated as of March 24,                                                   X
                  2000, among the Registrant, LaSalle Bank
                  National Association and other Lenders
                  (replacing prior credit agreement with
                  Bank One, NA)

10                Nonqualified Executive Retirement Plan                                                   X

27                Financial Data Schedule                                                                  X


                                      EX-1


</TABLE>