Exhibit 3.3

                                    AMENDMENT

                                     TO THE

                                     BY-LAWS

                                       OF

                             ASCENT ASSURANCE, INC.

                                  April 5, 2000

Pursuant  to the  provisions  of Article XI Section  11.1 (B) of the Amended and
Restated By-laws of Ascent Assurance, Inc., the Board of Directors hereby adopts
the following amendment to Article II Section 2.7 of such By-laws.

                                   ARTICLE II

Section 2.7

The penultimate  sentence of Article II, Section 2.7 of the Amended and Restated
By-laws of the  Corporation  shall be,  and  hereby  is,  amended to read in its
entirety as follows:

"Whenever a special meeting is called pursuant to the preceding sentence, notice
of such special  meeting shall be given by the Secretary or by a person  calling
the meeting to each  director by mailing the same,  postage  prepaid,  not later
than the second  day  before the  meeting,  or  personally  or by  telegraphing,
telephoning or telecopying the same not later than the day before the meeting."