UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 12b-25

                           NOTIFICATION OF LATE FILING

      (Check One) [X] Form 10-K and Form 10-KSB[ ] Form 20-F [ ] Form 11-K
                  [ ] Form 10-Q and Form 10-QSB[ ] Form N-SAR

For Period Ended: December 31, 2000

[ ]  Transition Report on Form 10-K
[ ]  Transition Report on Form 20-F
[ ]  Transition Report on Form 11-K
[ ]  Transition Report on Form 10-Q
[ ]  Transition Report on Form N-SAR
For the Transition Period Ended: ______________________________

Read Attached  Instruction  Sheet Before  Preparing Form.  Please Print or Type.
Nothing  in this  form  shall be  construed  to imply  that the  Commission  has
verified any information  contained  herein.  If the  notification  relates to a
portion  of the  filing  checked  above,  identify  the  Item(s)  to  which  the
notification relates:  N/A

                                     PART 1
                             REGISTRANT INFORMATION

Full Name of Registrant:       Ascent Assurance, Inc.
                          --------------------------------

Former Name if Applicable:                N/A
                          ------------------------------------

Address of Principal Executive Office (Street and Number):
110 West Seventh Street, Suite 300

City, State and Zip Code:      Fort Worth, Texas 76102
                           ------------------------------








                                     PART II
                             RULES 12b-25(b) AND (c)

If the subject report could not be filed without  unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)

[X]  (a) The reasons  described  in  reasonable  detail in Part III of this form
     could not be eliminated without unreasonable effort or expense;

[X]  (b) The subject annual report,  semi-annual  report,  transition  report on
     Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion  thereof,  will be filed
     on or before the fifteenth  calendar day following the prescribed due date;
     or the  subject  quarterly  report or  transition  report on Form 10-Q,  or
     portion thereof will be filed on or before the fifth calendar day following
     the prescribed due date; and

[ ] (c)  The  accountant's  statement  or  other  exhibit  required  by  Rule
     12b-25(c) has been attached if applicable.


                                    PART III
                                    NARRATIVE

State below in reasonable  detail the reasons why the Form 10-K and Form 10-KSB,
11-K,  20-F,  Form 10-Q and Form  10-QSB,  N-SAR,  or the  transition  report or
portion thereof could not be filed within the prescribed  period.  (Attach extra
sheets if needed)

     Certain  financial  and other  information  necessary  for an accurate  and
complete  filing of the Annual Report on Form 10-K could not be provided  within
the prescribed time period without unreasonable effort or expense.




                                     PART IV
                                OTHER INFORMATION

(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
notification

          Cynthia B. Koenig      (817)               878-3300
          ----------------- ---------------- --------------------------
               (Name)         (Area Code)        (Telephone Number)







(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months (or for such shorter period that the
     registrant was required to file such reports) been filed?  If the answer is
     no, identify report(s). [X] Yes [ ] No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof? [X] Yes [ ] No

If so, attach an explanation of the  anticipated  change,  both  narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made. See Exhibit A

                              Ascent Assurance, Inc.
           -----------------------------------------------------------
                  (Name of Registrant as Specified in Charter)

Has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


 Date: April 2, 2001                        By: /s/ Cynthia B. Koenig
                                                -------------------------------
                                            Name:  Cynthia B. Koenig
                                            Title: Senior Vice President
                                                    and Chief Financial Officer



INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.


                                    ATTENTION

Intentional  misstatements  or omissions  of fact  constitute  Federal  criminal
violations (See U.S.C. 1001).







                              GENERAL INSTRUCTIONS

1.   This form is  required by Rule  12b-25 (17 CFR  240.12b-25)  of the General
     Rules and Regulations under the Securities Exchange Act of 1934.

2.   One signed  original and four conformed  copies of this form and amendments
     thereto  must be  completed  and filed  with the  Securities  and  Exchange
     Commission,  Washington,  D.C.  20549,  in accordance  with Rule 0-3 of the
     General Rules and Regulations  under the Act. The information  contained in
     or filed  with  the form  will be made a matter  of  public  record  in the
     Commission files.

3.   A manually  signed copy of the form and  amendments  thereto shall be filed
     with each national  securities exchange on which any class of securities of
     the registrant is registered.

4.   Amendments to the  notification  must also be filed on form 12b-25 but need
     not restate information that has been correctly  furnished.  The form shall
     be clearly identified as an amended notification.

5.   Electronic Filers.  This form shall not be used by electronic filers unable
     to timely  file a report  solely  due to  electronic  difficulties.  Filers
     unable  to  submit  a  report  within  the time  period  prescribed  due to
     difficulties  in  electronic  filing  should comply with either Rule 201 or
     Rule 202 of  Regulation  S-T  (Section  232.201 or Section  232.202 of this
     chapter) or apply for an  adjustment  in filing date pursuant to Rule 13(b)
     of Regulation S-T (Section 232.13(b) of this chapter).





                                    EXHIBIT A


     The Company  reported  net income for the year ended  December  31, 1999 of
$.04 per share of Common Stock.  As reflected in the Company's Form 10-Q for the
period ended September 30, 2000, the Company reported a loss per share of $(.64)
for the nine months ended September 30, 2000.  Accordingly,  the Company expects
that it will be  reporting a  significant  loss for the year ended  December 31,
2000.  While the  Company  expects  to incur  additional  losses  for the fourth
quarter  of 2000,  it  cannot  reasonably  estimate  the loss per share for that
quarter or for the year for the reasons stated in Part III above.