UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2004

~~ASCENT~~Date of ~~ASSURANCE~~Report (Date of earliest event reported): May 3, ~~INC.~~2005

~~(Exact~~USHEALTH ~~Name~~Group, ~~of Registrant~~Inc. ~~as Specified in Its Charter)~~

~~Delaware~~ (~~State~~Formerly, Ascent orAssurance, ~~Other Jurisdiction of Incorporation~~Inc.) ~~1-8538~~ (~~Commission~~Exact ~~File~~name ~~Number)~~of ~~73-1165000~~registrant ~~(IRS~~as ~~Employer~~specified ~~Identification~~in ~~Number~~its charter)

~~3100~~Delaware(State ~~Burnett~~or ~~Plaza,~~other ~~801 Cherry~~jurisdictionof ~~Street,~~incorporation ~~Fort~~or ~~Worth,~~organization) ~~Texas~~1-8538(Commission ~~76102~~File Number) 73-1165000(IRS Employer Identification No.)

~~(Address~~3100 ofBurnett ~~Principal Executive~~Plaza, ~~Offices)~~801 ~~(Zip~~Cherry ~~Code)~~Street, Fort Worth, Texas 76102

(~~817~~Address of Principal Executive Offices) ~~878-3300~~(Zip Code)

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

~~Not~~(Registrant’s ~~Applicable~~Telephone Number, Including Area Code)

~~(Former~~Not ~~Name~~Applicable ~~or Former Address, if Changed Since Last Report)~~

~~Check~~(Former ~~the~~Name ~~appropriate~~or ~~box~~Former ~~below~~Address, if ~~the~~ ~~Form~~Changed ~~8-K~~Since ~~filing~~Last ~~is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below~~Report):

[Check ]the ~~Written~~appropriate ~~communications~~box ~~pursuant~~below if the Form 8-K filing is intended to ~~Rule~~simultaneously ~~425~~satisfy the filing obligation of the registrant under any of the ~~Securities~~following ~~Act~~provisions (17see ~~CFR~~General ~~230~~Instruction A.~~425~~2. below):

[ ] ~~Soliciting~~Written ~~material~~communications pursuant to Rule ~~14a-12~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14a-12~~425)

[ ] ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~14d~~14a-~~2(b)~~12 under the Exchange Act (17 CFR 240.~~14d~~14a-~~2(b~~12))

[ ] Pre-commencement communications pursuant to Rule ~~13e~~14d-42(cb) under the Exchange Act (17 CFR 240.~~13e~~14d-42(cb))

~~This~~[ ~~Form~~] 8Pre-Kcommencement ~~consists~~communications ofpursuant to 5Rule ~~pages. The~~13e-4(c) ~~Exhibit~~under ~~Index~~the isExchange onAct ~~page~~(17 5CFR 240.13e-4(c))

~~Item~~This 1Form 8-K consists of 4 pages.01 The ~~Entry~~Exhibit ~~Into~~Index ais ~~Material~~on ~~Definitive~~page ~~Agreement~~4.

OnItem ~~September 1, 2004, Ascent Assurance, Inc~~2.02 ~~(the~~Results ~~“Registrant”) entered into an Employment Agreement with Benjamin M. Cutler defining the terms~~ of ~~his~~Operations ~~employment with the Registrant as Chairman~~ and ~~Chief~~Financial ~~Executive Officer~~Condition. ~~The information set forth in Item 5.02 of this current report on Form 8-K is incorporated herein by reference.~~

The information contained in this Item 52.02, ~~Departure~~including the Exhibit 99.1, shall not be deemed “filed” for purposes of ~~Directors~~Section 18 of the Securities Exchange Act of 1934, as amended, or ~~Principal~~subject ~~Officers;~~to ~~Elections~~the liabilities of ~~Directors;~~that ~~Appointment~~Section, nor shall it be deemed incorporated by reference in any filing under the Securities Exchange Act of ~~Principal~~1933, ~~Officers~~as amended, except as shall be expressly set forth by specific reference in such filing.

~~(b) On~~Attached ~~August~~hereto ~~26,~~as ~~2004,~~Exhibit ~~Patrick J~~99.1 ~~Mitchell,~~is ~~Director,~~a copy ~~Chairman~~of ~~and~~a ~~Chief~~press ~~Executive Officer~~release of ~~Ascent~~USHEALTH ~~Assurance~~Group, Inc. ~~vacated~~(formerly ~~the~~Ascent ~~positions~~Assurance, ~~held with the Registrant~~Inc.) ~~Pursuant to the terms of the Extension of Employment Agreement~~ dated asMay ~~of March 16~~3, ~~2004,~~2005 ~~Mr.~~reporting ~~Mitchell received a severance payment in~~ the ~~amount of $769,558.55. The Registrant expects that the expense resulting from the payment will significantly decrease the Registrant~~Company’s ~~net income reported in the~~ financial ~~statements~~results for the ~~quarterly~~fiscal ~~period~~quarter ~~ending~~ended March ~~September 30~~31, ~~2004~~2005.

~~(c) and~~Item ~~(d) On September 1, 2004, Benjamin M~~9.01 ~~Cutler,~~Financial ~~age~~Statements ~~59, was appointed as Director, Chairman~~ and Chief Executive Officer of the Registrant. From October 2002 to August 2004, Mr. Cutler was Chairman of Assurant Health and Executive Vice President of Assurant, Inc. and from 1996 through 2002, Mr. Cutler served as President and Chief Executive Officer of Fortis Health (now known as Assurant Health). Mr. Cutler entered into an employment agreement with the Registrant as of September 1, 2004 defining the terms of his employment with the Registrant (the “Employment Agreement”). Such Employment Agreement was approved by the Compensation Committee of the Board of Directors which is comprised of independent directors. Exhibits

~~Pursuant~~Exhibit ~~to the Employment Agreement, the Registrant has agreed to employ Mr~~99.1 ~~Cutler~~Press ~~for~~Release ~~a period~~ of ~~five~~USHEALTH ~~years commencing on September 1~~Group, ~~2004~~Inc. ~~Mr.~~dated ~~Cutler~~May ~~has a base salary of $250~~3,~~000~~ ~~that~~2005 ~~will~~announcing ~~be reviewed annually for increase at~~ the ~~sole~~Company's ~~discretion~~results ~~of the Board. In addition to base salary, Mr. Cutler is entitled to receive an annual performance bonus (“Annual Bonus”)~~ for ~~each fiscal year based upon~~ the attainment of performance criteria approved by the Board. The minimum Annual Bonus in the event that target performance is attained is 200% of the base salary in effect on the last day of the applicable fiscal ~~year.~~quarter ~~However,~~ended ~~for~~March ~~the partial calendar year 2004 and full calendar year 2005~~31, ~~the minimum Annual Bonus is $166,666 and $500,000, respectively, regardless of whether performance targets are achieved~~2005. Mr. Cutler is also entitled to participate in and receive all benefits under any other short-term or long-term incentive program, savings and retirement plans, and welfare benefit plans, practices, policies and programs maintained or provided by the Registrant for the benefit of senior executives. Mr. Cutler will receive a monthly allowance for reasonable personal living expenses as agreed to by the Board.

Mr. Cutler will receive options to purchase 9.9% of the common stock of the Registrant at an exercise price equal to the fair market value of such shares on September 1, 2004 as determined by the Board. Such options will vest in five equal installments on each of the first five anniversaries from September 1, 2004, provided Mr. Cutler is an employee on each applicable vesting date. In addition, the vesting of options may be accelerated by a Change in Control (as defined in the Employment Agreement). The obligation to grant the common stock options may be partially satisfied by an option granted with respect to up to 10% of the fully-diluted shares of common stock of the Registrant beneficially owned by Credit Suisse First Boston Management LLC and its affiliates (“CSFB”). As of September 1, 2004, CSFB owned approximately 93% of the Registrant’s outstanding common stock. Common stock options granted to Mr. Cutler will have a duration of ten years, except that (i) if his employment with the Registrant terminates for any reason other than for Cause (as defined in the Employment Agreement), Disability (as defined in the Employment Agreement) or death, any then vested but unexercised options shall be exercisable for three months following such termination, (ii) if his employment with the Registrant terminates due to Disability or death, any then vested but unexercised options shall be exercisable for six months following such termination, and (iii) if his employment with the Registrant terminates for Cause, all unexercised options (including any vested options) shall terminate immediately upon such termination. 2

2SIGNATURES

InPursuant the event of the consummation of (i) a Qualifying Liquidity Event (as defined in the Employment Agreement) or (ii) any pay down of Registrant debt held by CSFB (“CSFB Debt”), Mr. Cutler shall be eligible to ~~receive a one-time liquidation sharing amount of either $2,000,000 or a pro-rata share of any such pay down of CSFB Debt, respectively, in either case ranking pari passu to~~ the ~~amounts~~ ~~which~~requirements ~~are able to be retained by CSFB, including after giving effect to the subordination~~ of ~~such debt. Any amounts due and payable to Mr. Cutler will also include an additional amount equal to~~ the ~~proportionate amount of interest which would be paid~~ ~~relative~~Securities toExchange aAct ~~notional principal amount~~ of $21934,~~000,000,~~ if the ~~CSFB~~Registrant ~~Debt~~has ~~were~~duly ~~increased~~caused ~~by $2,000,000~~this asreport ~~of September 1, 2004, such additional amount~~ to be ~~paid to Mr. Cutler at the~~signed ~~same time as interest is paid~~ on ~~the~~its ~~CSFB~~behalf ~~Debt.~~by ~~As of June 30, 2004,~~ the ~~outstanding balance~~undersigned ofhereunto ~~the~~duly ~~CSFB Debt was $15~~authorized.7 ~~million.~~

In the event of the consummation of a Qualifying Liquidity Event (as defined in the Employment Agreement) while Mr. Cutler is an employee, Mr. Cutler will be eligible to receive a one-time liquidity performance bonus calculated pursuant to the applicable provisions of the Employment Agreement. In general, such bonus shall consist of 10% of the dollar amount of consideration allocable to CSFB in respect of debt obligations and/or securities of the Registrant and its subsidiaries in the Qualifying Liquidity Event (as defined in the Employment Agreement) in excess of the amount required for CSFB to achieve a rate of return of 25% (additional amounts may be payable to Mr. Cutler depending on CSFB’s rate of return in the Qualifying Liquidity Event (as defined in the Employment Agreement)).

		USHEALTH Group, INC.

Dated: May 3, 2005	By: /s/	CYNTHIA B. KOENIG Cynthia B. Koenig Senior Vice President and Chief Financial Officer

Either the Registrant or Mr. Cutler may terminate the Employment Agreement and Mr. Cutler’s employment at any time for any reason upon 7 days prior written notice to the other. Upon any termination of the Employment Agreement, the Registrant shall have no liability or obligations whatsoever to Mr. Cutler except for (i) the liquidation sharing amount described above, (ii) obligations for common stock options as described above, (iii) the one-time liquidity performance bonus described above, if a definitive agreement for a Qualifying Liquidity Event (as defined in the Employment Agreement) has been entered into before July 1, 2010 and if there in no termination for Cause (as defined in the Employment Agreement), (iv) accrued but unused vacation, (v) accrued but unpaid base salary, (vi) earned but unpaid Annual Bonus and (vii) unreimbursed business expenses. 3

TheExhibit Registrant is presently evaluating the impact of Mr. Cutler’s Employment Agreement on the Registrant’s financial statements for the quarterly period ending September 30, 2004. Index

Item 9.01 Financial Statements and Exhibits

Exhibit No.	Exhibit

99.1	Press Release of USHEALTH Group, Inc. dated May 3, 2005 reporting the Company's financial results for the fiscal quarter ended March 31, 2005.

~~Exhibit 99.1 Press Release of Ascent Assurance, Inc. Dated September 1, 2004 Announcing the Appointment of the Registrant's New Chairman and Chief Executive Officer.~~4

SIGNATURES

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

	ASCENT ASSURANCE, INC.
Date: September 1, 2004	By: /s/ CYNTHIA B. KOENIG
	Cynthia B. Koenig Senior Vice President and Chief Financial Officer

INDEX TO EXHIBITS

Exhibit No.		Exhibit
99.1		Press Release of Ascent Assurance, Inc. Dated September 1, 2004 Announcing the Appointment of the Registrant's New Chairman and Chief Executive Officer.

UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 8-K

CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 26, 2004

TheExhibit Registrant is presently evaluating the impact of Mr. Cutler’s Employment Agreement on the Registrant’s financial statements for the quarterly period ending September 30, 2004. Index

Item 9.01 Financial Statements and Exhibits

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Filing Compare · USHEALTH Group, Inc.