FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number 1-8538

Ascent Assurance, Inc.

(Exact name of registrant as specified in its charter)

3100 Burnett Plaza, Unit 33, 801 Cherry Street, Fort Worth, Texas 76102

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Ascent Assurance, Inc. Warrants

(Title of each class of securities covered by this Form)

Ascent Assurance, Inc. Common Stock

(Title of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)

Please place an X in box(es) to designate the appropriate rule provision(s) relied upon to
terminate or suspend the duty to file reports:

Rule 12g-4(a)(1)(i)
Rule 12g-4(a)(1)(ii)
Rule 12g-4(a)(2)(i)
Rule 12g-4(a)(2)(ii)

X
__
__
__

Rule 12h-3(b)(1)(i)
Rule 12h-3(b)(1)(ii)
Rule 12h-3(b)(2)(i)
Rule 12h-3(b)(2)(ii)
Rule 15d-6

X
__
__
__
__

Approximate number of holders of record as of the certificate or notice date: -0-

Pursuant to the requirements of the Securities Exchange Act of 1934 (Name of registrant as specified in charter) has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.

Date: March 25, 2004

By: /s/ Cynthia B. Koenig
        Cynthia B. Koenig, Sr. Vice President and
        Chief Financial Officer

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the General Rules and Regulations under the Securities Exchange Act of 1934. The registrant shall file with the Commission three copies of Form 15, one of which shall be manually signed. It may be signed by an officer of the registrant, by counsel or by any other duly authorized person. The name and title of the person signing the form shall be typed or printed under the signature.

SEC2069 (09-03)

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMS control number.