Registration No. 333-

      As filed with the Securities and Exchange Commission on April 1, 1999

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------

                      AMERICAN MEDICAL SECURITY GROUP, INC.
             (Exact name of registrant as specified in its charter)

            WISCONSIN                                             39-1431799
(State or other jurisdiction of                                (I.R.S. Employer
 incorporation or organization)                                entification No.)

       3100 AMS Boulevard
      Green  Bay, Wisconsin                                         54313
(Address of Principal Executive Offices)                          (Zip Code)
                                 ---------------

                      AMERICAN MEDICAL SECURITY GROUP, INC.
                           RETIREMENT SAVINGS PLAN(1)
                            (Full title of the plan)
                               -------------------

             TIMOTHY J. MOORE                                  COPY TO:
Senior Vice President, General Counsel and                BRUCE C. DAVIDSON
           Corporate Secretary                           Quarles & Brady LLP
   American Medical Security Group,                   411 East Wisconsin Avenue
           3100 AMS Boulevard                        Milwaukee, Wisconsin  53202
       Green Bay, Wisconsin 54313
                     (Name and address of agent for service)

                                 (920) 661-1111
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE
<TABLE>

-------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                   PROPOSED           PROPOSED
                                                                    MAXIMUM            MAXIMUM           AMOUNT OF
         TITLE OF SECURITIES                 AMOUNT TO BE       OFFERING PRICE        AGGREGATE        REGISTRATION
         TO BE REGISTERED                     REGISTERED           PER SHARE       OFFERING PRICE           FEE
         <S>                              <C>                   <C>               <C>                  <C>    

            Common Stock,
            no par value                  750,000 shares (2)     $12.59375 (3)    $9,445,312.50 (3)      $2,625.80

-------------------------------------------------------------------------------------------------------------------
</TABLE>

<PAGE>

(1)      This  Registration  Statement is being filed by the  Registrant and the
         American  Medical  Security  Group,  Inc.  Retirement  Savings Plan, as
         amended (the "Plan"),  to register shares of American  Medical Security
         Group, Inc. Common Stock, no par value ("Common Stock"),  to be offered
         pursuant to the Plan.
(2)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement covers an indeterminate amount of interests
         to be offered or sold pursuant to the Plan.
(3)      Pursuant to Rule 457(h),  estimated solely for the purpose of computing
         the  registration  fee, based upon $12.59375 per share,  the average of
         the high and low sales prices of the Common  Stock  reported on the New
         York Stock Exchange Composite Tape on March 26, 1999.

================================================================================


<PAGE>



                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or
given to Plan  participants  as specified by Rule 428(b)(1) under the Securities
Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents filed by American  Medical  Security  Group,  Inc.
(f/k/a United Wisconsin Services, Inc.) (the "Registrant")  (Commission File No.
1-13154) with the Securities and Exchange Commission (the "Commission") pursuant
to Section 13 of the  Securities  Exchange  Act of 1934,  as amended  (the "1934
Act"), are incorporated herein by reference by the Registrant and the Plan:

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1998; and

     (b)  The  description  of the Common  Stock  included  in the  Registrants'
          Registration Statement on Form 8-A filed pursuant to Section 12 of the
          1934 Act and  declared  effective  October  24,  1991,  including  any
          amendment   or  report   filed  for  the  purpose  of  updating   such
          description.

     All documents subsequently filed by the Registrant and the Plan pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of the filing of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes  hereof to the extent that a statement  contained  herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable. See Item 3(b) above.






                                      -1-
<PAGE>


ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant is incorporated under the Wisconsin Business Corporation Law
("WBCL").  Under Section  180.0851(1) of the WBCL, the Registrant is required to
indemnify a director or officer,  to the extent such person is successful on the
merits or otherwise in the defense of a proceeding,  for all reasonable expenses
incurred in the  proceeding  if such person was a party  because he or she was a
director or officer of the  Registrant.  In all other cases,  the  Registrant is
required by Section  180.0851(2)  of the WBCL to indemnify a director or officer
against  liability  incurred  in a  proceeding  to which such person was a party
because he or she was an officer or  director  of the  Registrant,  unless it is
determined  that he or she  breached  or  failed  to  perform a duty owed to the
Registrant  and the  breach or failure  to  perform  constitutes:  (i) a willful
failure to deal fairly with the  Registrant  or its  shareholders  in connection
with a matter in which the  director  or  officer  has a  material  conflict  of
interest;  (ii) a violation of criminal law,  unless the director or officer had
reasonable cause to believe his or her conduct was lawful or no reasonable cause
to believe his or her conduct was unlawful;  (iii) a transaction  from which the
director  or officer  derived  an  improper  personal  profit;  or (iv)  willful
misconduct.  Section  180.0858(1) of the WBCL provides that,  subject to certain
limitations,  the  mandatory  indemnification  provisions  do not  preclude  any
additional right to  indemnification or allowance of expenses that a director or
officer may have under the  Registrant's  articles of  incorporation,  bylaws, a
written agreement or a resolution of the Board of Directors or shareholders.

     Section  180.0859 of the WBCL  provides that it is the public policy of the
State of Wisconsin to require or permit  indemnification,  allowance of expenses
and insurance to the extent  required or permitted  under  Sections  180.0850 to
180.0858 of the WBCL for any liability  incurred in connection with a proceeding
involving a federal or state statute,  rule or regulation  regulating the offer,
sale or purchase of securities.

     Section  180.0828 of the WBCL provides  that,  with certain  exceptions,  a
director  is not  liable  to a  corporation,  its  shareholders,  or any  person
asserting rights on behalf of the corporation or its shareholders,  for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to  perform,  any duty  resulting  solely  from his or her
status as a  director,  unless the person  asserting  liability  proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0851(2) referred to above.

     Under Section  180.0833 of the WBCL,  directors of the  Registrant  against
whom claims are asserted with respect to the declaration of an improper dividend
or other  distribution  to  shareholders  to which they assented are entitled to
contribution  from other  directors who assented to such  distribution  and from
shareholders  who  knowingly  accepted  the improper  distribution,  as provided
therein.

     Article VII of the Registrant's  Bylaws contains  provisions that generally
parallel the indemnification  provisions of the WBCL.  Directors and officers of
the Registrant are also covered by directors' and officers'  liability insurance
under which they are  insured  (subject to certain  exceptions  and  limitations
specified  in the  policy)  against  expenses  and  liabilities  arising  out of
proceedings  to which  they are  parties  by  reason  of  being or  having  been
directors or officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     See  Exhibit  Index  following  the  Signatures  page in this  Registration
Statement, which Exhibit Index is incorporated herein by reference.






                                      -2-
<PAGE>

ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this Registration Statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price represent no more than a 20% change in the maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   Registration
                    Statement;

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the  Registration  Statement is on Form S-3 or Form S-8, and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports filed by the  Registrant  with the
Commission  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange Act of 1934 (and each filing of an employee  benefit plan's
annual report pursuant to Section 15(d) of the Securities  Exchange Act of 1934)
that is incorporated by reference in the Registration  Statement shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.






                                      -3-
<PAGE>


     (h) Reference is made to the indemnification provisions described in Item 6
of this Registration Statement.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.






                                      -4-
<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Green Bay, State of Wisconsin, on March 31, 1999.

                                       AMERICAN MEDICAL SECURITY GROUP, INC.
                                       (Registrant)


                                       By:  /S/ SAMUEL V. MILLER

                                            Samuel V. Miller
                                            CHAIRMAN OF THE BOARD, PRESIDENT AND
                                            CHIEF EXECUTIVE OFFICER


                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints Samuel V. Miller,  Edward R. Skoldberg,  Gary D.
Guengerich  and  Timothy  J.  Moore,  and  each of them,  his  true  and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,   and  any   other   regulatory   authority,   granting   unto  said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact and agents or any of them, or their substitutes,  may lawfully
do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.*

     SIGNATURE                                 TITLE

/S/ SAMUEL V. MILLER                Chairman of the Board, President and Chief
Samuel V. Miller                    Executive Officer; Director

/S/ GARY D. GUENGERICH              Executive Vice President and Chief Financial
Gary D. Guengerich                  Officer (Principal Financial Officer and 
                                    Principal Accounting Officer)

/S/ ROGER H. BALLOU                 Director
Roger H. Ballou

/S/ W. FRANCIS BRENNAN              Director
W. Francis Brennan

/S/ JAMES C. HICKMAN                Director
James C. Hickman

/S/ WILLIAM R. JOHNSON              Director
William R. Johnson






                                      S-1
<PAGE>

/S/ EUGENE A. MENDEN                Director
Eugene A. Menden

/S/ MICHAEL T. RIORDAN              Director
Michael T. Riordan

/S/ FRANK L. SKILLERN               Director
Frank L. Skillern

/S/ J. GUS SWOBODA                  Director
J. Gus Swoboda




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

*Each of the above signatures is affixed as of March 31, 1999.






                                      S-2
<PAGE>


     Pursuant to the  requirements  of the  Securities Act of 1933, the trustees
(or other  persons who  administer  the employee  benefit plan) have duly caused
this  Registration  Statement  to be  signed on its  behalf  by the  undersigned
thereunto  duly  authorized,  in the City of Green Bay,  State of Wisconsin,  on
March 31, 1999.

                                        AMERICAN MEDICAL SECURITY GROUP, INC.
                                        RETIREMENT SAVINGS PLAN


                                        By:      /S/ TIMOTHY J. MOORE

                                                 TIMOTHY J. MOORE
                                                 (Name)

                                                 ADMINISTRATIVE COMMITTEE MEMBER
                                                 (Title)






                                      S-3
<PAGE>

<TABLE>
<CAPTION>

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

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT
<S>             <C>                                        <C>                                <C>    
   EXHIBIT                                                     INCORPORATED HEREIN                 FILED
    NUMBER                DESCRIPTION                            BY REFERENCE TO                  HEREWITH

4.1             Restated and Amended Articles of            Exhibit 3.1 to the Registrant's
                Incorporation of American Medical           Annual Report on Form 10-K for
                Security Group, Inc., as amended            the year ended December 31,
                through February 17, 1999                   1998 ("1998 10-K")

4.2             Bylaws of American Medical Security         Exhibit 3.2 to 1998 10-K
                Group, Inc., as amended and restated
                through February 17, 1999

5*              Opinion of Quarles & Brady LLP                                                          X

23.1            Consent of  Ernst & Young LLP                                                           X

23.2            Consent of Quarles & Brady LLP                                                Contained in Exhibit
                                                                                              5

24              Power of Attorney                                                             Contained in
                                                                                              Signatures page to
                                                                                              this Registration
                                                                                              Statement



         *The Registrant  hereby undertakes that it will submit or has submitted
the Plan and any amendment  thereto to the Internal Revenue Service ("IRS") in a
timely  manner,  and has made or will make all  changes  required  by the IRS in
order to qualify the Plan under section 401 of the Internal Revenue Code.

</TABLE>






                                      EI-1
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22375}]
{"company-data": {"conformed-name": "AMERICAN MEDICAL SECURITY GROUP INC", "cik": "0000878897", "assigned-sic": "6324", "irs-number": "391431799", "state-of-incorporation": "WI", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-75477", "film-number": "99585429"}, "business-address": {"street1": "3100 AMS BLVD", "city": "GREEN BAY", "state": "WI", "zip": "54313", "phone": "9206611111"}, "mail-address": {"street1": "3100 AMS BLVD", "city": "GREEN BAY", "state": "WI", "zip": "54313"}, "former-company": {"former-conformed-name": "UNITED WISCONSIN SERVICES INC /WI", "date-changed": "19930328"}}
Registration No. 333-

      As filed with the Securities and Exchange Commission on April 1, 1999

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933
                               ------------------

                      AMERICAN MEDICAL SECURITY GROUP, INC.
             (Exact name of registrant as specified in its charter)

            WISCONSIN                                             39-1431799
(State or other jurisdiction of                                (I.R.S. Employer
 incorporation or organization)                                entification No.)

       3100 AMS Boulevard
      Green  Bay, Wisconsin                                         54313
(Address of Principal Executive Offices)                          (Zip Code)
                                 ---------------

                      AMERICAN MEDICAL SECURITY GROUP, INC.
                           RETIREMENT SAVINGS PLAN(1)
                            (Full title of the plan)
                               -------------------

             TIMOTHY J. MOORE                                  COPY TO:
Senior Vice President, General Counsel and                BRUCE C. DAVIDSON
           Corporate Secretary                           Quarles & Brady LLP
   American Medical Security Group,                   411 East Wisconsin Avenue
           3100 AMS Boulevard                        Milwaukee, Wisconsin  53202
       Green Bay, Wisconsin 54313
                     (Name and address of agent for service)

                                 (920) 661-1111
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

-------------------------------------------------------------------------------------------------------------------
PROPOSED           PROPOSED
                                                                    MAXIMUM            MAXIMUM           AMOUNT OF
         TITLE OF SECURITIES                 AMOUNT TO BE       OFFERING PRICE        AGGREGATE        REGISTRATION
         TO BE REGISTERED                     REGISTERED           PER SHARE       OFFERING PRICE           FEE
Common Stock,
            no par value                  750,000 shares (2)     $12.59375 (3)    $9,445,312.50 (3)      $2,625.80

-------------------------------------------------------------------------------------------------------------------
(1)      This  Registration  Statement is being filed by the  Registrant and the
         American  Medical  Security  Group,  Inc.  Retirement  Savings Plan, as
         amended (the "Plan"),  to register shares of American  Medical Security
         Group, Inc. Common Stock, no par value ("Common Stock"),  to be offered
         pursuant to the Plan.
(2)      In addition,  pursuant to Rule 416(c) under the Securities Act of 1933,
         this Registration Statement covers an indeterminate amount of interests
         to be offered or sold pursuant to the Plan.
(3)      Pursuant to Rule 457(h),  estimated solely for the purpose of computing
         the  registration  fee, based upon $12.59375 per share,  the average of
         the high and low sales prices of the Common  Stock  reported on the New
         York Stock Exchange Composite Tape on March 26, 1999.

================================================================================
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

     Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or
given to Plan  participants  as specified by Rule 428(b)(1) under the Securities
Act of 1933.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE.

     The following  documents filed by American  Medical  Security  Group,  Inc.
(f/k/a United Wisconsin Services, Inc.) (the "Registrant")  (Commission File No.
1-13154) with the Securities and Exchange Commission (the "Commission") pursuant
to Section 13 of the  Securities  Exchange  Act of 1934,  as amended  (the "1934
Act"), are incorporated herein by reference by the Registrant and the Plan:

     (a)  The Registrant's  Annual Report on Form 10-K for the fiscal year ended
          December 31, 1998; and

     (b)  The  description  of the Common  Stock  included  in the  Registrants'
          Registration Statement on Form 8-A filed pursuant to Section 12 of the
          1934 Act and  declared  effective  October  24,  1991,  including  any
          amendment   or  report   filed  for  the  purpose  of  updating   such
          description.

     All documents subsequently filed by the Registrant and the Plan pursuant to
Sections  13(a),  13(c),  14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which  deregisters all securities then remaining  unsold,  shall be
deemed to be incorporated  by reference  herein and to be a part hereof from the
date of the filing of such documents.

     Any  statement  contained  in a  document  incorporated  or  deemed  to  be
incorporated  by reference  herein shall be deemed to be modified or  superseded
for purposes  hereof to the extent that a statement  contained  herein or in any
other  subsequently filed document which also is or is deemed to be incorporated
by reference  herein  modifies or supersedes  such  statement.  Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

     Not applicable. See Item 3(b) above.

                                      -1-
ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Not applicable.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     The Registrant is incorporated under the Wisconsin Business Corporation Law
("WBCL").  Under Section  180.0851(1) of the WBCL, the Registrant is required to
indemnify a director or officer,  to the extent such person is successful on the
merits or otherwise in the defense of a proceeding,  for all reasonable expenses
incurred in the  proceeding  if such person was a party  because he or she was a
director or officer of the  Registrant.  In all other cases,  the  Registrant is
required by Section  180.0851(2)  of the WBCL to indemnify a director or officer
against  liability  incurred  in a  proceeding  to which such person was a party
because he or she was an officer or  director  of the  Registrant,  unless it is
determined  that he or she  breached  or  failed  to  perform a duty owed to the
Registrant  and the  breach or failure  to  perform  constitutes:  (i) a willful
failure to deal fairly with the  Registrant  or its  shareholders  in connection
with a matter in which the  director  or  officer  has a  material  conflict  of
interest;  (ii) a violation of criminal law,  unless the director or officer had
reasonable cause to believe his or her conduct was lawful or no reasonable cause
to believe his or her conduct was unlawful;  (iii) a transaction  from which the
director  or officer  derived  an  improper  personal  profit;  or (iv)  willful
misconduct.  Section  180.0858(1) of the WBCL provides that,  subject to certain
limitations,  the  mandatory  indemnification  provisions  do not  preclude  any
additional right to  indemnification or allowance of expenses that a director or
officer may have under the  Registrant's  articles of  incorporation,  bylaws, a
written agreement or a resolution of the Board of Directors or shareholders.

     Section  180.0859 of the WBCL  provides that it is the public policy of the
State of Wisconsin to require or permit  indemnification,  allowance of expenses
and insurance to the extent  required or permitted  under  Sections  180.0850 to
180.0858 of the WBCL for any liability  incurred in connection with a proceeding
involving a federal or state statute,  rule or regulation  regulating the offer,
sale or purchase of securities.

     Section  180.0828 of the WBCL provides  that,  with certain  exceptions,  a
director  is not  liable  to a  corporation,  its  shareholders,  or any  person
asserting rights on behalf of the corporation or its shareholders,  for damages,
settlements, fees, fines, penalties or other monetary liabilities arising from a
breach of, or failure to  perform,  any duty  resulting  solely  from his or her
status as a  director,  unless the person  asserting  liability  proves that the
breach or failure to perform constitutes any of the four exceptions to mandatory
indemnification under Section 180.0851(2) referred to above.

     Under Section  180.0833 of the WBCL,  directors of the  Registrant  against
whom claims are asserted with respect to the declaration of an improper dividend
or other  distribution  to  shareholders  to which they assented are entitled to
contribution  from other  directors who assented to such  distribution  and from
shareholders  who  knowingly  accepted  the improper  distribution,  as provided
therein.

     Article VII of the Registrant's  Bylaws contains  provisions that generally
parallel the indemnification  provisions of the WBCL.  Directors and officers of
the Registrant are also covered by directors' and officers'  liability insurance
under which they are  insured  (subject to certain  exceptions  and  limitations
specified  in the  policy)  against  expenses  and  liabilities  arising  out of
proceedings  to which  they are  parties  by  reason  of  being or  having  been
directors or officers.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  EXHIBITS.

     See  Exhibit  Index  following  the  Signatures  page in this  Registration
Statement, which Exhibit Index is incorporated herein by reference.

                                      -2-
ITEM 9.  UNDERTAKINGS.

     (a)  The undersigned Registrant hereby undertakes:

          (1)  To file,  during  any  period in which  offers or sales are being
               made, a post-effective amendment to this Registration Statement:

               (i)  To include any  prospectus  required by Section  10(a)(3) of
                    the Securities Act of 1933;

               (ii) To reflect  in the  prospectus  any facts or events  arising
                    after the effective date of the  Registration  Statement (or
                    the most recent  post-effective  amendment  thereof)  which,
                    individually  or in the  aggregate,  represent a fundamental
                    change  in the  information  set  forth in the  Registration
                    Statement.  Notwithstanding  the foregoing,  any increase or
                    decrease  in  volume  of  securities  offered  (if the total
                    dollar  value of  securities  offered  would not exceed that
                    which was registered) and any deviation from the low or high
                    end of the estimated maximum offering range may be reflected
                    in the form of prospectus filed with the Commission pursuant
                    to Rule 424(b) if, in the  aggregate,  the changes in volume
                    and price represent no more than a 20% change in the maximum
                    aggregate  offering price set forth in the  "Calculation  of
                    Registration  Fee"  table  in  the  effective   Registration
                    Statement;

               (iii)To include  any  material  information  with  respect to the
                    plan  of  distribution  not  previously   disclosed  in  the
                    Registration  Statement  or  any  material  change  to  such
                    information in the Registration Statement;

     PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section
do not apply if the  Registration  Statement is on Form S-3 or Form S-8, and the
information  required  to be  included in a  post-effective  amendment  by those
paragraphs  is contained in periodic  reports filed by the  Registrant  with the
Commission  pursuant to Section 13 or Section 15(d) of the  Securities  Exchange
Act of 1934 that are incorporated by reference in the Registration Statement.

          (2)  That,  for the purpose of  determining  any  liability  under the
               Securities Act of 1933, each such post-effective  amendment shall
               be  deemed to be a new  registration  statement  relating  to the
               securities  offered therein,  and the offering of such securities
               at that time shall be deemed to be the initial bona fide offering
               thereof.

          (3)  To  remove  from   registration  by  means  of  a  post-effective
               amendment any of the  securities  being  registered  which remain
               unsold at the termination of the offering.

     (b) The  undersigned  Registrant  hereby  undertakes  that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange Act of 1934 (and each filing of an employee  benefit plan's
annual report pursuant to Section 15(d) of the Securities  Exchange Act of 1934)
that is incorporated by reference in the Registration  Statement shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof.

                                      -3-
(h) Reference is made to the indemnification provisions described in Item 6
of this Registration Statement.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors,  officers and controlling  persons of the
Registrant pursuant to the foregoing  provisions,  or otherwise,  the Registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the Registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the Registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

                                      -4-
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Green Bay, State of Wisconsin, on March 31, 1999.

                                       AMERICAN MEDICAL SECURITY GROUP, INC.
                                       (Registrant)

                                       By:  /S/ SAMUEL V. MILLER

                                            Samuel V. Miller
                                            CHAIRMAN OF THE BOARD, PRESIDENT AND
                                            CHIEF EXECUTIVE OFFICER

                                POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS,  that each person whose  signature  appears
below  constitutes and appoints Samuel V. Miller,  Edward R. Skoldberg,  Gary D.
Guengerich  and  Timothy  J.  Moore,  and  each of them,  his  true  and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all exhibits thereto,
and other  documents in connection  therewith,  with the Securities and Exchange
Commission,   and  any   other   regulatory   authority,   granting   unto  said
attorneys-in-fact  and agents,  and each of them, full power and authority to do
and perform each and every act and thing  requisite  and necessary to be done in
and about the  premises,  as fully to all  intents  and  purposes as he might or
could  do  in  person,   hereby   ratifying   and   confirming   all  that  said
attorneys-in-fact and agents or any of them, or their substitutes,  may lawfully
do or cause to be done by virtue hereof.

     Pursuant  to  the   requirements  of  the  Securities  Act  of  1933,  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the date indicated.*

     SIGNATURE                                 TITLE

/S/ SAMUEL V. MILLER                Chairman of the Board, President and Chief
Samuel V. Miller                    Executive Officer; Director

/S/ GARY D. GUENGERICH              Executive Vice President and Chief Financial
Gary D. Guengerich                  Officer (Principal Financial Officer and 
                                    Principal Accounting Officer)

/S/ ROGER H. BALLOU                 Director
Roger H. Ballou

/S/ W. FRANCIS BRENNAN              Director
W. Francis Brennan

/S/ JAMES C. HICKMAN                Director
James C. Hickman

/S/ WILLIAM R. JOHNSON              Director
William R. Johnson

                                      S-1
/S/ EUGENE A. MENDEN                Director
Eugene A. Menden

/S/ MICHAEL T. RIORDAN              Director
Michael T. Riordan

/S/ FRANK L. SKILLERN               Director
Frank L. Skillern

/S/ J. GUS SWOBODA                  Director
J. Gus Swoboda

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

*Each of the above signatures is affixed as of March 31, 1999.

                                      S-2
Pursuant to the  requirements  of the  Securities Act of 1933, the trustees
(or other  persons who  administer  the employee  benefit plan) have duly caused
this  Registration  Statement  to be  signed on its  behalf  by the  undersigned
thereunto  duly  authorized,  in the City of Green Bay,  State of Wisconsin,  on
March 31, 1999.

                                        AMERICAN MEDICAL SECURITY GROUP, INC.
                                        RETIREMENT SAVINGS PLAN

                                        By:      /S/ TIMOTHY J. MOORE

                                                 TIMOTHY J. MOORE
                                                 (Name)

                                                 ADMINISTRATIVE COMMITTEE MEMBER
                                                 (Title)

                                      S-3
AMERICAN MEDICAL SECURITY GROUP, INC.
                               (THE "REGISTRANT")
                          (COMMISSION FILE NO. 1-13154)

                                  EXHIBIT INDEX
                                       TO
                         FORM S-8 REGISTRATION STATEMENT
EXHIBIT                                                     INCORPORATED HEREIN                 FILED
    NUMBER                DESCRIPTION                            BY REFERENCE TO                  HEREWITH

4.1             Restated and Amended Articles of            Exhibit 3.1 to the Registrant's
                Incorporation of American Medical           Annual Report on Form 10-K for
                Security Group, Inc., as amended            the year ended December 31,
                through February 17, 1999                   1998 ("1998 10-K")

4.2             Bylaws of American Medical Security         Exhibit 3.2 to 1998 10-K
                Group, Inc., as amended and restated
                through February 17, 1999

5*              Opinion of Quarles & Brady LLP                                                          X

23.1            Consent of  Ernst & Young LLP                                                           X

23.2            Consent of Quarles & Brady LLP                                                Contained in Exhibit
                                                                                              5

24              Power of Attorney                                                             Contained in
                                                                                              Signatures page to
                                                                                              this Registration
                                                                                              Statement

         *The Registrant  hereby undertakes that it will submit or has submitted
the Plan and any amendment  thereto to the Internal Revenue Service ("IRS") in a
timely  manner,  and has made or will make all  changes  required  by the IRS in
order to qualify the Plan under section 401 of the Internal Revenue Code.
EI-1