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                                 Filed by: American Medical Security Group, Inc.
                                                       Pursuant to Rule 14a-6(b)
                                       under the Securities Exchange Act of 1934

                          Subject Company: American Medical Security Group, Inc.
                                                     Commission File No. 1-13154

Samuel V. Miller, Chairman of the Board of Directors, President and Chief
Executive Officer and John R. Lombardi, Executive Vice President, Chief
Financial Officer and Treasurer of American Medical Security Group, Inc.
("AMS"), discussed AMS's financial results for the quarter ended September 30,
2004, in a public conference call at 9:00 a.m., Central Standard Time, on
Thursday, November 4, 2004, the content of which discussion was transcribed and
is hereby incorporated by reference into this filing.


                                NOVEMBER 4, 2004
                                   9:00 AM CT

Conference Coordinator:    Good day.

                      All set now on the lines in a listen only mode.

                      At this time I would like to turn the call over to Mr. Sam
                      Miller, Chairman, President, and CEO of American Medical

                      Please go ahead, sir.

Sam Miller:           Good morning everyone.  We're glad you could join us to 
                      review our results for the third quarter of 2004.  I'm
                      joined today by John Lombardi, our CFO, Tim Moore, our 
                      General Counsel, Cliff Bowers, VP of Investor Relations.

                      Before we begin our comments I'll ask Tim Moore to present
                      our necessary cautionary statement.  Tim.

Tim Moore:            Thanks, Sam.

                      I'd like to remind everyone that some of the statements
                      made during this conference call may be forward-looking
                      statements. Forward-looking statements express the
                      company's expectations for the future rather than
                      historical facts. Such statements are subject to inherent
                      risks and uncertainties that may cause actual results or
                      events to differ materially from the 


                      company's expectations. Please refer to the cautionary 
                      statements contained in yesterday's press release, our 
                      Definitive Proxy Statement filed with the SEC on November 
                      1, 2004, relating to the proposed merger, and the various 
                      documents filed by the company with the SEC for discussion
                      of some of these risk factors affecting the company and 
                      its business. Also please be aware that forward-looking
                      statements made today express the company's expectations
                      as of today, and that the company assumes no obligation to
                      update such statements as a result of new information,
                      changes in circumstances, future events, or for any other
                      reason. Finally, reference will be made this morning to
                      certain amounts or ratios that are non-GAAP financial
                      measures. Management believes that these non-GAAP measures
                      are useful in understanding the ongoing operations of the
                      company. Listeners are encouraged to refer to our press
                      release and the financial supplements found in the
                      Investor Section of our website for reconciliation of such
                      non-GAAP measures to the most directly comparable GAAP
                      amount. Additionally investors and security holders are
                      urged to read the Definitive Proxy Statement and any other
                      relevant documents filed with the SEC because they contain
                      important information about the proposed merger.


Sam Miller:           Thanks, Tim.  I'm certainly aware that there's a great 
                      deal of interest in the status of our proposed merger with
                      PacifiCare.  And I'll comment on that later in the call.  
                      First, let's look at our business performance for the 

                      For the third quarter we reported an adjusted net income
                      of 54 cents per diluted share and GAAP net income of 36
                      cents per diluted share.

                      John will provide details in a moment but suffice it to
                      say the trends impacting our business in recent quarters
                      remain largely unchanged.

                      On one hand our MedOne individual membership continues to
                      grow nicely. Our consumer driven product designs,
                      including those compatible with Health Savings Account,
                      have been well received by their agents and their

                      On the other hand, our small group business remains
                      constrained by the economy and, to some degree, the
                      competitive environment. The economic turnaround has not
                      yet stimulated small employers to increase their
                      workforces or to initiate or increase health benefit


                      While the environment in our two businesses are markedly
                      different, we believe we are taking the actions necessary
                      to maximize our prospects in both. I'll have more comments
                      on that in just a few moments.

                      Before I do, I'll ask John to take you through our
                      financial results for the third quarter and year-to-date.

John Lombardi:        Thank you, Sam.  Good morning everyone.

                      As Sam just mentioned we're pleased to report third
                      quarter adjusted net income of $7.9 million or 54 cents
                      per share. That compares to an adjusted net income for the
                      third quarter of 2003 of $7 million or 49 cents per share.

                      Adjusted net income for the nine months in 2004 is $23.3
                      million or $1.59 per share compared to $20.1 million or
                      $1.44 per share in 2003. Net income improved 16%
                      year-over-year on an adjusted basis reflecting continued
                      improvements in operating performance. Both the loss and
                      expense ratios have improved year-over-year. I'll talk
                      more about our operating ratios a little later.

                      Before I go further, let me say, as noted in our press
                      release, we are using certain non-GAAP or adjusted amounts
                      in our discussion. Adjusted net income excludes
                      discontinued operations for 2003 and realized investment
                      gains and losses for both years. Also, for 2004 it 
                      excludes a one-time gain in the first quarter from a 
                      settlement with our former pharmacy benefits manager. In 
                      addition, it excludes a charge for transaction costs in 
                      the third quarter relating to the pending merger with 

                      Now let's look at top line and membership results. Total
                      revenues were $183.4 million in the third quarter of 2004.
                      This is a sequential decline of .3 of 1% or $600,000.

                      Trends in medical membership have an impact - have a
                      significant impact on revenues. Let me discuss two of
                      these membership trends and how they affect revenue.
                      First, we continue to see a shift in the mix of our
                      business toward MedOne and away from Group. Our MedOne
                      products have a significantly lower premium than group
                      products. In the third quarter, MedOne premiums per member
                      averaged 32% less than the premium charged to the average
                      group member. Secondly, we continue to see a trend for
                      consumer-driven products, such as our HSA product, which
                      have scaled back benefits and lower premiums. This is
                      particularly true for MedOne products. In fact, we have
                      seen average per member per month premiums


                      for MedOne products decrease at an annual rate of 9% 
                      during the third quarter. While both these trends have a 
                      neutral positive effect on our bottom line, they have put 
                      pressure on top line growth.

                      Total health membership which includes both medical and
                      dental members was 530,000 members at the end of the third
                      quarter. This is a decrease of about 4,000 members from
                      the second quarter and is due to a reduction in dental

                      On the other hand, our medical membership increased by 300
                      members in the third quarter driven primarily by
                      increasing MedOne membership. As we note in our press
                      release, new member enrollment for our MedOne business has
                      continued its strong performance, leading to in force
                      membership growth for four consecutive quarters.

                      Increases in MedOne membership have largely been offset by
                      reductions in group membership. Group membership continues
                      to experience a difficult economic environment resulting
                      in net same-store membership reductions from our in-force
                      business. The trend in the first three quarters of 2004 is
                      slightly better than 2003. However, same-store membership
                      deletes continue to have a negative impact on group

                      Now let's spend a little time looking at our key operating
                      ratios. The third quarter 2004 health segment loss ratio
                      of 67.7% is an improvement of 50 basis points over the
                      third quarter of last year. On a year-to-date basis the
                      adjusted health segment loss ratio also improved 40 basis
                      points to 67.5% in 2004.

                      Recent experience indicates that claim cost trends have
                      remained fairly constant, but there are indicators that
                      they may be declining slightly.

                      The health segment expense ratio in the third quarter
                      increased 20 basis points to 27.2% compared to 27% in the
                      same period last year. For nine months, the expense ratio
                      improved 10 basis points from 27.6% in 2003 to 27.5% in

                      The health segment combined ratio, which is the sum of the
                      loss and expense ratios, improved 40 basis points in the
                      third quarter over the same period last year. For the
                      first nine months of 2004, the adjusted health segment
                      combined ratio improved 50 basis points over 2003. As I
                      mentioned earlier, this reflects the improvements in both
                      the loss and expense ratios.

                      Now let's take a look at our cash flow and balance sheet.


                      Cash flow from operations during the third quarter of 2004
                      was $4.7 million compared to $9.1 million for the same
                      period one year ago. Cash flow in the third quarter of
                      2004 was significantly impacted by litigation related
                      payments in excess of $10 million as well as the payment
                      of certain merger related transaction costs.

                      Net cash provided by operations for the first nine months
                      of 2004 was $11.5 million compared from cash from
                      operations of $7.5 million in 2003.

                      Our balance sheet continues to be strong. Our debt to
                      total capital ratio is 11%, reflecting our strong capital

                      Our days in claims payable decreased by approximately nine
                      days going from 92 days at the end of the second quarter
                      to 83.1 days at the end of the third quarter. This
                      decrease is due primarily to the payment of the litigation
                      settlements I just mentioned.

                      Finally book value per share is up 13% to $17.78 compared
                      to $15.71 one year ago.

                      Thank you. Now I'll turn the call back to Sam.

Sam Miller:           Thanks, John.

                      We talked for several quarters about the continued
                      emergence of consumer-driven healthcare and the need to
                      get consumers engaged in the economics of their healthcare
                      decisions. Our agents now see consumer directed plans such
                      as HSAs, HRAs, and other high deductible plans as a
                      competitive imperative.

                      Agents are hungry not just for the plans but also for the
                      necessary expertise to properly market and administer
                      them. We're working diligently to fill that need and
                      become their carrier of choice for consumer-driven

                      I believe AMS is well positioned to accomplish that. In
                      the past few years we've built a diverse portfolio of
                      consumer-directed products and marketing tools for both of
                      our core businesses. That includes a range of Health
                      Savings Accounts compatible products for individuals that
                      have been brought to market since the beginning of the


                      In the past few months we've also introduced HSA products
                      for small groups in a number of our states to complement
                      the Health Reimbursement Arrangement plans we unveiled
                      last year.

                      Beyond the consumer-driven opportunity, we are working to
                      augment our distribution systems by expanding both our
                      MedOne specialists and telesales operation. We believe our
                      investment in this area will allow us to further
                      accelerate our MedOne growth by multiplying our agent

                      At the same time we're beginning to roll out consumer
                      friendly telephonic and internet based enrollment tools.
                      These new processes protect the critical agent link while
                      having the potential to significantly reduce the time
                      agents need to directly spend on the enrollment process.
                      That frees them up to sell more business, hopefully ours.

                      One last subject, and that is our proposed merger with
                      PacifiCare. Most of you are already aware that our
                      definitive proxy statement and proxy card have been mailed
                      to our shareholders and that our shareholder meeting is
                      scheduled for December 2nd. It's anticipated that the
                      acquisition will be complemented or completed after
                      shareholder approval and state and federal regulatory and
                      other customary approvals are received.

                      As you might imagine, legal constraints of the merger
                      process have limited how aggressive we can be in
                      transition planning and implementation.

                      However, I have great confidence that this merger, once
                      final, will quickly begin to realize its full potential. I
                      look forward to being part of that success story.

                      With that, I'll ask the Operator to facilitate any
                      questions you might have.

Conference Coordinator: At this time, if you would like to ask a question, you 
                      may do so by pressing star one on your touchtone phone. 
                      You may withdraw your question at any time by pressing the
                      pound key. Again to ask to a question you may do so by 
                      pressing star one on your touchtone phone. We'll wait one 
                      moment while questions queue up.

                      Our first question comes from Jo France of Banc of

                      Please go ahead.


Jo France:            Great.  Thank you very much.  I just have one quick 

                      PacifiCare, speaking recently, indicated that when you had
                      talked initially about the overlap between the two
                      companies enrollment being about 24%, which, if I'm doing
                      the math right, is somewhere between 75,000 and 80,000
                      lives. Howie suggested that you all are looking into the
                      possibility of immediately putting those lives into the
                      PacifiCare network with their discounts instead of yours.
                      How is that process proceeding, and what do you think the
                      odds are of it being effective prior to the January close?

Sam Miller:           Well we've had some arms length discussions about
                      purchasing networks ahead of the close, and we're
                      proceeding with those discussions. Obviously getting the
                      synergies from their network discounts is a substantial
                      deal and we'll go at that process as quickly as we can to
                      start with on an arms length discussion basis and we hope
                      to hit the ground running kind of at the first of the
                      year, I think.

Jo France:            Kind of a related question then is, also, have you - can 
                      you actually switch your PBM in advance of the closing?

Sam Miller:           Well we have a contract with our current PBM and we expect
                      to honor our agreement with our PBM.

Jo France:            What is it run through?

Sam Miller:           I can't answer that question.  It's a five-year contract 
                      and I think there's probably three years left, two or

Jo France:            That's great.  Thank you very much.

Conference Coordinator: Our next question will come from the side of Sheryl 
                      Skolnick of Folcrum Global Partners.

                      Please go ahead.

Sheryl Skolnick:      Good morning everyone.

                      It's always a sigh of relief when I know I've dialed in on
                      the right phone number.


                      The litigation settlements that you paid were - could you
                      tell us were they in relation - which suit they were in
                      relation to, the Alabama, Georgia or Florida?

Sam Miller:           You know Sheryl, we never kind of delve into litigation 
                      payments.  They're always kind of confidential in nature
                      and so forth.  So just - we settled some litigation that 
                      we've disclosed before.

Sheryl Skolnick:      I'm not sure why it matters that you can't tell us which 
                      one it was on because - okay fine.

                      And then, can you tell us just where you are in terms of
                      having spent the $10 million as a percent of risk-based
                      capital and how much cash would be available to dividend
                      up to the parent?

Sam Miller:           Well I think our risk-based capital calculation is about
                      808%, not scoring any basis points here, but about 808.
                      And I think as we said before, there is no plan to
                      dividend anything to the parent at this point. But I think
                      it's safe to say that if you took a reasonable risk-based
                      capital level of about 350 that there'd be an excess of
                      $100 million there.

Sheryl Skolnick:      Okay.  That's kind of what I thought.

                      And then is there -- and just two more questions and the
                      next one is a little one. With the hurricanes in Florida,
                      roughly 10% of your business, your lives presumably are
                      still in Florida on the individual side, have you seen any
                      evidence of increased cost trends in Florida at all?

Sam Miller:           No we haven't. As a matter of fact, we've looked pretty 
                      carefully at that and, although it's still kind of early
                      because you get some delays in billing and so forth.
                      We'd rather think - and this is only a guess on our part
                      because we have nothing solid - that any increased
                      utilization was kind of offset by people not going to
                      doctors during those particular times.

Sheryl Skolnick:      Right.

Sam Miller:           So we really haven't seen a net change one way or the 
                      other that we can identify.

Sheryl Skolnick:      Okay.  The reason why I ask is that - and I realize that 
                      these things are not necessarily reliable indicators -
                      but there did appear to be, on a PMPM basis, a $1 or so 
                      increase in sequential costs for the fully insured base.
                      So it went from $125 to $126 a month.


Sam Miller:           And last year from the second to third quarter from $124 
                      to $127.  I mean I think that ...

Sheryl Skolnick:      That's seasonal.

Sam Miller:           That's pretty seasonal for us.  Yeah.

Sheryl Skolnick:      Okay.  So...

John Lombardi:        Sheryl, I think the best way to look at this - this is 
                      John - is really on a year-to-date basis. You get a better
                      look at how we're doing and there you can see that its 
                      gone down year-over-year.

Sheryl Skolnick:      Right, well wait a minute, but excluding the PBM 
                      settlement, I'm not sure it has.

Sam Miller:           Right.

John Lombardi:        True.

Sheryl Skolnick:      Okay.  Because it was 119 if I remember correctly in the 
                      first quarter and I mean, we always have to remember to
                      subtract it.

Sam Miller:           Yeah.  That's right.

Sheryl Skolnick       Okay. And then, one of the things that we're hearing about
                      in hospital land is the - there's some concern from their 
                      perspective about the shifts from high-cost networks to 
                      low-cost networks. I suspect as we're seeing in your 
                      business as we get a shift from more - from less 
                      affordable to more affordable and vis-a-vis your 
                      anticipated combination with PacifiCare, you too will be
                      moving from a rented network to an owned network, one
                      presumes, post transaction.

                      Do you see - I mean, is that something that you see as
                      being a factor perhaps in the small group area that maybe
                      you're a little less competitive because you're using a
                      non-owned network?

Sam Miller:           Sure. I don't think there's any secret in the fact that
                      our cost of care is - in our rented network, in some
                      cases, especially in big metropolitan areas where some of
                      our big competitors have better discounts - that our cost
                      of care is higher. That's why we've always


                      tried to differentiate ourselves on product, on concept 
                      and on customer service. Because heads up, cost-of-care to
                      cost-of-care, in some places, we have a disadvantage. That
                      disadvantage will go away in most of our overlapped states
                      which is, you know, California, or excuse me...

Sheryl Skolnick:      Not California, Texas.

Sam Miller:           In Arizona, Nevada, Texas, and Oklahoma and Colorado.  

Sheryl Skolnick:      Right.

Sam Miller:           Where PacifiCare has proprietary networks.  And we will of
                      course go to use those networks as best we can in line 
                      with whatever other contractual network relationships we 

Sheryl Skolnick:      Of course.  And then one final question, if I may.  How 
                      have the brokers and agents responded to the news of the

Sam Miller:           I think it's been very positive. I think in the
                      non-overlap states, PacifiCare in Michigan and Florida is
                      not unknown. But I think the halo effect of a big national
                      company is going to be positive. And then in the
                      overlapped states, I think PacifiCare has a consumer brand
                      that it will be very helpful.

Sheryl Skolnick:      So they see it as additive to their portfolio of things 
                      they can sell.

Sam Miller:           Sure.  I mean it's like everything else, you know, we're 
                      in kind of a funny period.  So there's the kind of unknown
                      until we can launch joint products and that kind of thing 
                      next year.

Sheryl Skolnick:      Understood.  Well thank you very much gentlemen for 
                      everything you've done for all these years.  It's been a
                      great ride.

Sam Miller:           Thank you.

Conference Coordinator: Once again if you would like to ask a question you may 
                      do so by pressing star one on your touchtone phone.  You 
                      may withdraw your question at any time by pressing the 
                      pound key.


                      Our next question will come from the line of John Szabo of
                      CIBC World Market. Please go ahead.

John Szabo:           Thanks. Good morning. Sam, I think at the time of the
                      transaction, you had said that you guys were working on a
                      Med-Sup product. Where are you with that? And then also,
                      could you give us a bit of a profile of your distribution
                      network? You know, how many of those brokers sell Med-Sup,
                      who's the typical provider, and I guess where I'm going 
                      with this ultimately is, how easy do you think it's going 
                      to be to load some of PacifiCare's products onto that 
                      distribution network?

Sam Miller:           Good.  Good morning, John.

                      First of all, we're looking at Med-Sup because we thought
                      it could be a complimentary line. We no longer have to
                      look for a product or a platform because PacifiCare is in
                      that business and they're in that business in almost all
                      of the states we're in. And we will start looking as soon
                      as we possibly can at that. We've got 30,000 plus agents
                      and we think a number - a major subset of that, or at
                      least a subset of that 30,000 plus agents, sell Med-Sup.
                      And, of course, with our telephone telesales operation in
                      place now, with 25 plus people on the phone everyday
                      talking to 30 to 50 agents per day, we think we can find
                      the answer to your question out pretty quickly of how many
                      people sell Med-Sup and how many would be interested in
                      it. And we intend to do that as soon as practical and
                      within the bounds of, you know, legal bounds if you would.

                      So we think the Med-Sup business through our distribution
                      system is an exciting opportunity, and we will be working
                      on that as soon as we can.

John Szabo:           Sam, is that product more like the typical commercial
                      individual product, in other words, you'll take
                      all comers in the agent network as opposed to maybe a
                      small group where you're concerned about adverse selection
                      and therefore try to concentrate the distribution a little
                      bit more?

Sam Miller:           Yeah. I think the Med-Sup business is a fully underwritten
                      business and you can accept and reject folks, so I think 
                      it's a take on all comers. I'm answering that question 
                      without full knowledge about how PacifiCare really does 
                      their Med-Sup business, but we would anticipate that we 
                      can make that offering to almost all of our agents and 
                      continue to use it as one more recruiting tool to why 
                      people should, in the non-overlapped states, why they 
                      should come to AMS for their individual, small group 
                      and/or Med-Sup business.


John Szabo:           I mean, do you think that was a fairly significant
                      factor in terms of how much business you got from those
                      other lines? In other words, do you think the availability
                      of that Med-Sup could help your individual and small group

Sam Miller:           I don't know about small group, but I think in the
                      individual side there's a lot of people that sell
                      individual and Med-Sup business. And then there will be a
                      new subset of agents who only sell Med-Sup, that today we
                      don't deal with, you know that aren't attracted to us, but
                      that with our existing recruitment platform and our
                      telesales operation that we can find those people and get
                      them on board.

John Szabo:           Okay.  Thanks and, again, best of luck and I'm assuming 
                      this is going to be your last call.  So, good luck to
                      you guys in the transaction.

Sam Miller:           Thanks, John.

Conference Coordinator: Once again if you would like to ask a question you may 
                      do so by pressing star one on your touchtone phone.

                      We have a follow-up question from Sheryl Skolnick of
                      Fulcrum Global Partners. Please go ahead.

Sheryl Skolnick:      Thank you. I actually have two. The first one
                      is, I think on the last call we talked about you
                      re-engineering the small group sales force and broker
                      network along the lines of the successful strategy you
                      implemented on the MedOne side. Are you still moving
                      forward with that?

Sam Miller:           I guess I'm at a little loss of what, you know...

Sheryl Skolnick:      Well I thought that you did some retraining and
                      some repositioning, and you did some changes to the
                      structure of the network where you built up more, on your
                      own, sort of regional sales centers and some of that was
                      small group and some of that was MedOne. And I had the
                      impression that you were getting a lot of traction on the
                      MedOne side, that it was working well and that there were
                      still some moving parts and pieces on the small group
                      side. Is that not correct?


Sam Miller:           Well what we've done in our distribution is we've
                      added the telesales and MedOne specialists to the
                      contingent that's out dealing with agents. I don't know
                      that we've really re-engineered the group side so much. It
                      has had the net effect of allowing the district sales reps
                      to spend more time on groups, as the telesales people make
                      more contacts in the individual side.

                      But also, the DSRs are continuing to make individual
                      contacts as well and trying to ferret out larger producers
                      versus the occasional producer. We really see the
                      telesales people as out trying to cover the masses, if you
                      would, trying to get the occasional producer, and having
                      our salaried district sales reps throughout, you know,
                      feet on the street trying to find larger producers and
                      training them, and doing the training - face-to-face
                      training - for HSAs, HRAs, and so forth and the group side
                      of the HSA business. So, I guess there's been a shift in
                      some duties because as we rely more on mass contact to be
                      done by our telesales people; the specific contact and
                      training can be done by our DSRs.

Sheryl Skolnick:      Okay.  That was kind of - that was what I getting at.

Sam Miller:           Yeah.

Sheryl Skolnick:      Okay.  And then, I guess I'll just ask it for the record, 
                      do you have any comments or thoughts on the alleged
                      Spritzer investigation in the health insurance business?

Sam Miller:           Well, first of all, I'll just say AMS has not been 
                      contacted by any regulator or investigative body regarding
                      any of these matters.

Sheryl Skolnick:      Okay.

Sam Miller:           The bottom line is we really don't see a connection 
                      between those serious matters raised and the way we do
                      business in our sector.  We think that in a small group 
                      and individual business, bid rigging is - when there's
                      four or five agents involved, bid rigging is kind of a 
                      non-starter, you know.  So we see no evidence of any of
                      that.  And again we're not really in the large group 
                      business.  We probably have just a couple percent of
                      business that's over 50 employees.  So we don't - we see 
                      that this might relate more to the property and
                      casualty business than it does to the small group and 
                      individual markets in the managed care sector.  So we
                      don't really see any issues at this point.  We continue to
                      review, and we're certainly for disclosure of any
                      compensation.  We're totally, you know, in that camp.


Sheryl Skolnick:      Got it. Okay. And just a message from a
                      shareholder who tells me that they want to know where
                      you're going next because they're willing to invest with
                      you in the future. So I guess that says it all.

Sam Miller:           The answer is PacifiCare.

Sheryl Skolnick:      Right, well, okay, very good.  Thanks so much.

Sam Miller:           Sure.

Conference Coordinator: We have no further questions at this time.

                      I'll turn the call back over to Mr. Miller.

Sam Miller:           First of all I just want to thank - to extend our
                      best wishes and thanks to the shareholders, analysts, and
                      other members of the financial community we worked with
                      over the past six years. We believe that the PacifiCare
                      merger serves the interest - their interest very well. And
                      we're delighted to conclude what is likely our final
                      conference call on such a positive note. Have a good day.
                      Thank you.

Conference Coordinator: This concludes today's conference call.

                      You may disconnect your line at any time.