FORM 8-K


                                 CURRENT REPORT
     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

        Date of Report (Date of earliest event reported): October 2, 2002
                            ------------------------


                             ASCENT ASSURANCE, INC.
              ----------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


DELAWARE                            1-8538                            73-1165000
- ----------------              --------------------           -------------------
(State or Other             (Commission File Number)              (IRS Employer
Jurisdiction of Incorporation)                            Identification Number)


           110 WEST SEVENTH STREET, SUITE 300, FORT WORTH, TEXAS 76102
         --------------------------------------------------------------
               (Address of Principal Executive Offices) (Zip Code)

                                 (817) 878-3300
                ------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                       N/A
           -----------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)




            This Form 8-K consists of five pages. The Exhibit Index is
                                   on page 4.







Item 4.   Changes in Company's Certifying Accountant

Effective  October 2, 2002,  Ascent  Assurance,  Inc. (the "Company")  dismissed
PricewaterhouseCoopers,  LLP ("PwC") as its  independent  accountant and engaged
Ernst & Young, LLP ("E&Y") as the independent accountant for the Company for the
fiscal year ending  December 31, 2002.  The decision to change  accountants  was
recommended  by the  Company's  Audit  Committee  and  approved  by its Board of
Directors.


The reports of PwC on the consolidated financial statements of Ascent Assurance,
Inc.  as of and for the years ended  December  31,  2001 and  December  31, 2000
contained no adverse  opinions or disclaimers of opinion,  nor were such reports
qualified or modified as to uncertainty,  audit scope or accounting  principles.
During such periods and through October 2, 2002:


(i) there were no disagreements with PwC on any matter of accounting  principles
    or  practices,   financial  statement  disclosure,   or  auditing  scope  or
    procedure, which disagreements,  if not resolved to the satisfaction of PwC,
    would have  caused it to make  reference  to the subject  matter  thereof in
    connection with its report, except as discussed in the following paragraph.

    PwC's Report to the Audit Committee of the Board of Directors dated November
    1,  2001   characterized   as  a  disagreement   certain   discussions   and
    correspondence  in March 2001  between PwC and the  Company,  including  the
    Audit Committee of the Board of Directors,  regarding the Company's deferred
    tax asset valuation allowance as of December 31, 2000. These discussions and
    correspondence  focused on whether the  Company's  preliminary  deferred tax
    asset  valuation  allowance  reduced the Company's net deferred tax asset at
    December  31,  2000 to an amount  more  likely  than not to be  realized  as
    required by paragraph 17(e) of Statement of Financial  Accounting  Standards
    109.  The  Company  recorded a 100%  valuation  allowance  to reduce its net
    deferred tax asset to zero in its December 31, 2000  consolidated  financial
    statements, which resolved this matter to PwC's satisfaction.


(ii) PwC did not advise the Company of any of the  reportable  events  listed in
     paragraph (A) through (D) of  Registration  S-K Item 304 (a)(1)(v),  except
     that, in PwC's Report to the Audit  Committee of the Board of Directors and
     Management  Letter to the Board of Directors,  both dated  November 1, 2001
     and related to its December 31, 2000 audit,  PwC communicated the following
     matter which it considered  to be a reportable  condition  under  standards
     established by the American Institute of Certified Public Accountants.  PwC
     also  discussed  this  matter  with the  Audit  Committee  of the  Board of
     Directors at its March 2001 meeting.

     In late March  2000,  the home  offices  of the  Company  were  struck by a
     tornado.  In  May  2000,  the  Company  completed  the  conversion  of  its
     policy/claims  administration system to Genelco LSP & HCP. During 2000, due
     in part to the system conversion,  the tornado down time as well as related
     processing difficulties,  a significant backlog of open claims developed in
     the claims processing area.  Management,  with the assistance of additional
     resources  hired  specifically  for this  purpose,  worked to alleviate the
     backlog  commencing in the summer of 2000 and eliminated the backlog by the
     end of the first quarter of 2001.  Reserve  estimation  methods used during
     2000 considered the impact of claims administration practices; however, the
     decrease  in the rate of claims  payment and claim file  closure  resulting
     from this backlog limited the usefulness of the historical loss development
     information accumulated by the Company for reserve estimation purposes. PWC
     recommended  monitoring controls  surrounding the identification of changes
     in  claims  payment  patterns  be  strengthened  to  enable  management  to
     effectively  estimate the related impact on the reserve estimation process.
     Ascent's Audit Committee discussed the nature of this reportable  condition
     with PwC and directed  that the  recommendation  in PwC's  November 1, 2001
     letter be  implemented.  During  the  course of 2001,  management  enhanced
     monitoring controls over claim payment patterns.


The  Company  has  authorized  PwC to  respond  fully  to the  inquiries  of E&Y
regarding the above matters.

The  Company  requested  that  PwC  furnish  it with a letter  addressed  to the
Securities and Exchange Commission stating whether it agrees with the statements
contained in this Item 4. A copy of PwC's letter to the Commission dated October
8, 2002 is filed as an Exhibit to this report.

Item 7(c).  Exhibits

Exhibit  16.  Letter  from  PricewaterhouseCoopers,   LLP  regarding  change  in
certifying accountant.








                                   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 hereunto duly authorized.


                                       ASCENT ASSURANCE, INC.


Dated:  October 8, 2002                By:   /s/ CYNTHIA B. KOENIG
                                           ------------------------
                                             Cynthia B. Koenig
                                             Senior Vice President and
                                             Chief Financial Officer













                                INDEX TO EXHIBITS



Exhibit No.      Exhibit
- -----------      ---------------------------------------------------------------

    16           Letter from PricewaterhouseCoopers, LLP regarding change in
                 certifying accountant








Exhibit 16.

(PricewaterhouseCoopers LLP letterhead)



October 8, 2002



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.   20529


Commissioners:

We have read the statements  made by Ascent  Assurance,  Inc.  (copy  attached),
which we  understand  will be filed with the  Commission,  pursuant to Item 4 of
Form 8-K, as part of the  Company's  Form 8-K report dated  October 2, 2002.  We
agree with the statements concerning our Firm in such Form 8-K.

Very truly yours,


/s/PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP