10-Q/A

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-Q/A

                                 Amendment No. 1
                                       to
              [X] Quarterly Report Pursuant To Section 13 Or 15(d)
                     Of The Securities Exchange Act Of 1934

                  FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1998

                                       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)

                                 (920) 661-1500
              (Registrant's telephone number, including area code)


                         United Wisconsin Services, Inc.
            401 West Michigan Street, Milwaukee, Wisconsin 53203-2896
                        (Former name and former address)


Indicate  by check  mark  whether  registrant  (1) has filed all  documents  and
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, outstanding as of July 31, 1998 was 16,569,578.





                      AMERICAN MEDICAL SECURITY GROUP, INC.
                                 AMENDMENT NO. 1
                                       TO
                QUARTERLY REPORT ON FORM 10-Q DATED JUNE 30, 1998


     The undersigned  Registrant  hereby amends the following  items,  financial
statements,  exhibits or other  portions of its Quarterly  Report for the period
ended June 30, 1998 on Form 10-Q as set forth herein.


PART II.      OTHER INFORMATION

ITEM 4.       SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     The Annual Meeting of  shareholders of the Company was held on May 27, 1998
for the purpose of (i) electing  three  directors for terms expiring at the 2001
Annual Meeting of Shareholders, and (ii) amending the Company's Equity Incentive
Plan (the "Equity  Incentive  Plan") to increase the number of shares  available
for grant under the Equity  Incentive  Plan and to increase the number of shares
which may be granted to individual participants under the Equity Incentive Plan.

     All three of the Company's nominees were elected,  and the amendment of the
Equity Incentive Plan was approved. The voting results for the proposals were as
follows:



Election of Directors for Terms Expiring in 2001:
                                                                                 

         Michael D. Dunham:                                     Carol N. Skornicka:
         For                      14,821,907 shares             For                      14,824,412 shares
         Withheld                    802,076 shares             Withheld                    799,571 shares
         Abstained                                0             Abstained                                0
         Broker Non-Votes                         0             Broker Non-Votes                         0

         Eugene A. Menden:
         For                      14,823,652 shares
         Withheld                    800,331 shares
         Abstained                                0
         Broker Non-Votes                         0


Amendment of Equity Incentive Plan:

         For                      10,194,611 shares
         Against                   3,912,232 shares
         Abstained                    33,013 shares
         Broker Non-Votes          1,484,127 shares


     Further  information  concerning these matters,  including the names of the
directors whose terms continued after the meeting, is contained in the Company's
Proxy  Statement dated April 15, 1998 with respect to the 1998 Annual Meeting of
Shareholders.


                                                                               2



                                                                               

ITEM 6.       EXHIBITS AND REPORTS ON FORM 8-K

         (a)      EXHIBITS

                  See the Exhibit Index  following  the  Signature  page in this
         report, which is incorporated herein by reference.

                  A  Restated  Financial  Data  Schedule  for  American  Medical
         Security Group,  Inc. for the six months ended June 30, 1997, which was
         inadvertently  omitted from the original  filing of this Form 10-Q,  is
         filed  herewith.  In  addition,  an  amended  Restated  Financial  Data
         Schedule  for the  nine  months  ended  September  30,  1997  is  filed
         herewith. A Restated Financial Data Schedule for the three months ended
         March 31,  1997,  is not  required to be filed  because the adoption of
         SFAS No.  128 at  December  31,  1997  did not  result  in a change  in
         reported  earnings  per share data for the three months ended March 31,
         1997.

         (b)      REPORTS ON FORM 8-K

                  No reports on Form 8-K were filed during the quarter for which
         this report is filed.




                                                                               3



                                                                               

                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934,
the  Registrant has duly caused this amendment to be signed on its behalf by the
undersigned thereunto duly authorized.


DATE:  December 30, 1998
       -----------------

                       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)






                                                                               4






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

                                  EXHIBIT INDEX
                                       TO
                           FORM 10-Q QUARTERLY REPORT
                         FOR QUARTER ENDED JUNE 30, 1998

                                                                                            
                                                            INCORPORATED HEREIN                   FILED
EXHIBIT NO.          DESCRIPTION                            BY REFERENCE TO                       HEREWITH

10.1                 United Wisconsin Services, Inc.                                                 X
                     Equity Incentive Plan, as revised
                     effective July 1, 1998

10.2                 Acquisition Agreement between United                                            X
                     Wisconsin Services, Inc. and
                     Victoria Hekkers dated July 2, 1998

10.3                 United Wisconsin Services, Inc. 1992                                            X
                     Stock Appreciation Rights Plan
                     (Adopted July 1, 1998)

10.4                 1995 Director Stock Option Plan of                                              X
                     United Wisconsin Services, Inc. (As
                     Amended July 24, 1998)

27.1                 Financial Data Schedule                                                         X

27.2                 Restated Financial Data Schedule                                                X*
                     (six months ended 6/30/97)

27.3                 Amended Restated Financial Data                                                 X*
                     Schedule (nine months ended 9/30/97)




- -------------

         *Filed with Amendment No. 1.

EX-27.2

 


<ARTICLE>                                           7
<LEGEND>
     THIS  RESTATED   FINANCIAL  DATA  SCHEDULE   CONTAINS   SUMMARY   FINANCIAL
INFORMATION  EXTRACTED FROM THE UNAUDITED  CONSOLIDATED  FINANCIAL STATEMENTS OF
AMERICAN MEDICAL SECURITY GROUP,  INC. (F/K/A UNITED WISCONSIN  SERVICES,  INC.)
FOR THE SIX MONTHS ENDED JUNE 30,  1997,  AS ADJUSTED TO REFLECT THE ADOPTION OF
SFAS NO. 128 AND THE RESTATEMENT OF THE  CONSOLIDATED  FINANCIAL  STATEMENTS FOR
CONTINUING  OPERATIONS,  AND IS  QUALIFIED  IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENTS.


<MULTIPLIER>                                   1,000
<CURRENCY>                                     U.S. DOLLARS
       

                                        
<PERIOD-TYPE>                                    6-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               JUN-30-1997
<EXCHANGE-RATE>                                      1
<DEBT-HELD-FOR-SALE>                           275,089
<DEBT-CARRYING-VALUE>                            5,403
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                      23,376
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                 303,868
<CASH>                                           8,441
<RECOVER-REINSURE>                                   0
<DEFERRED-ACQUISITION>                               0
<TOTAL-ASSETS>                                 659,256
<POLICY-LOSSES>                                      0
<UNEARNED-PREMIUMS>                             24,286
<POLICY-OTHER>                                 135,558
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                125,188
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        16,429
<OTHER-SE>                                     303,151
<TOTAL-LIABILITY-AND-EQUITY>                   659,256
<PREMIUMS>                                     493,915
<INVESTMENT-INCOME>                             10,538
<INVESTMENT-GAINS>                                   0
<OTHER-INCOME>                                  14,378
<BENEFITS>                                     378,062
<UNDERWRITING-AMORTIZATION>                          0
<UNDERWRITING-OTHER>                           130,311
<INCOME-PRETAX>                                  1,807
<INCOME-TAX>                                     1,167
<INCOME-CONTINUING>                                640
<DISCONTINUED>                                   8,293
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     8,933
<EPS-PRIMARY>                                      .55
<EPS-DILUTED>                                      .54
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0


        

 

EX-27.3

 


<ARTICLE>                                           7
<LEGEND>
     THIS AMENDED  FINANCIAL  DATA SCHEDULE  AMENDS THE RESTATED  FINANCIAL DATA
SCHEDULE FILED AS EXHIBIT 27.2 TO THE FORM 10-Q FOR THE QUARTER ENDED  SEPTEMBER
30, 1998 AND CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE UNAUDITED
CONSOLIDATED  FINANCIAL  STATEMENTS OF AMERICAN  MEDICAL  SECURITY  GROUP,  INC.
(F/K/A UNITED WISCONSIN SERVICES,  INC.) FOR THE NINE MONTHS ENDED SEPTEMBER 30,
1997,  AS ADJUSTED  TO REFLECT THE  RESTATEMENT  OF THE  CONSOLIDATED  FINANCIAL
STATEMENTS  FOR  CONTINUING  OPERATIONS,  AND IS  QUALIFIED  IN ITS  ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.


<MULTIPLIER>                                   1,000
<CURRENCY>                                     U.S. DOLLARS
       

                                        
<PERIOD-TYPE>                                    9-MOS
<FISCAL-YEAR-END>                          DEC-31-1997
<PERIOD-START>                             JAN-01-1997
<PERIOD-END>                               SEP-30-1997
<EXCHANGE-RATE>                                      1
<DEBT-HELD-FOR-SALE>                           268,249
<DEBT-CARRYING-VALUE>                            4,134
<DEBT-MARKET-VALUE>                                  0
<EQUITIES>                                      17,232
<MORTGAGE>                                           0
<REAL-ESTATE>                                        0
<TOTAL-INVEST>                                 289,615
<CASH>                                          10,874
<RECOVER-REINSURE>                                   0
<DEFERRED-ACQUISITION>                               0
<TOTAL-ASSETS>                                 638,251
<POLICY-LOSSES>                                      0
<UNEARNED-PREMIUMS>                             19,157
<POLICY-OTHER>                                 114,438
<POLICY-HOLDER-FUNDS>                                0
<NOTES-PAYABLE>                                124,888
<PREFERRED-MANDATORY>                                0
<PREFERRED>                                          0
<COMMON>                                        16,480
<OTHER-SE>                                     309,181
<TOTAL-LIABILITY-AND-EQUITY>                   638,251
<PREMIUMS>                                     716,329
<INVESTMENT-INCOME>                             16,582
<INVESTMENT-GAINS>                                   0
<OTHER-INCOME>                                  20,088
<BENEFITS>                                     546,993
<UNDERWRITING-AMORTIZATION>                          0
<UNDERWRITING-OTHER>                           187,806
<INCOME-PRETAX>                                  5,198
<INCOME-TAX>                                     2,209
<INCOME-CONTINUING>                              2,989
<DISCONTINUED>                                  12,355
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    15,344
<EPS-PRIMARY>                                      .93
<EPS-DILUTED>                                      .92
<RESERVE-OPEN>                                       0
<PROVISION-CURRENT>                                  0
<PROVISION-PRIOR>                                    0
<PAYMENTS-CURRENT>                                   0
<PAYMENTS-PRIOR>                                     0
<RESERVE-CLOSE>                                      0
<CUMULATIVE-DEFICIENCY>                              0