AMERICAN MEDICAL SECURITY GROUP INC
SC 13G, 1999-03-05
HOSPITAL & MEDICAL SERVICE PLANS
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

            INFORMATION STATEMENT TO BE INCLUDED IN STATEMENTS FILED
       PURSUANT TO RULES 13D-1(b)(c) AND (d) AND AMENDMENTS THERETO FILED
                            PURSUANT TO RULE 13d-2(b)

                                (AMENDMENT NO. )*


                      AMERICAN MEDICAL SECURITY GROUP, INC.
 -------------------------------------------------------------------------------
                                (Name of Issuer)


                                  COMMON STOCK
 -------------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    02744P101
 -------------------------------------------------------------------------------
                                 (CUSIP Number)


                                December 31, 1998
 -------------------------------------------------------------------------------
             (Date of Event Which Requires Filing of This Statement)


         Check the  appropriate box to designate the rule pursuant to which this
Schedule is filed:

                  [ ]      Rule 13d-1(b)

                  [ ]      Rule 13d-(c)

                  [X]      Rule 13d-1(d)

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

*  The remainder of this cover page shall be filled out for a reporting person's
   initial  filing on this form with respect to the subject class of securities,
   and for any subsequent amendment containing information which would alter the
   disclosures provided in a prior cover page.

         The information  required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise  subject to the  liabilities of that section of
the Act but shall be subject to all other  provisions of the Act  (however,  see
the Notes).






<PAGE>   2
- --------------------                                           -----------------
CUSIP NO. 02744P101                     13G                    PAGE 2 OF 5 PAGES
- --------------------                                           -----------------

- --------------------------------------------------------------------------------
    1       NAME OF REPORTING PERSON
            I.R.S. IDENTIFICATION OF ABOVE PERSON

            Samuel V. Miller
- --------------------------------------------------------------------------------
    2       CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP           (a) [ ]
                                                                       (b) [ ]

- --------------------------------------------------------------------------------
    3       SEC USE ONLY

- --------------------------------------------------------------------------------
    4       CITIZENSHIP OR PLACE OF ORGANIZATION

            U.S.A.
- --------------------------------------------------------------------------------
                                   5      SOLE VOTING POWER

                                          972,175
           NUMBER OF        ----------------------------------------------------
            SHARES                 6      SHARED VOTING POWER
         BENEFICIALLY
           OWNED BY                       2,000
             EACH           ----------------------------------------------------
           REPORTING               7      SOLE DISPOSITIVE POWER
            PERSON
             WITH                         972,175
                            ----------------------------------------------------
                                   8      SHARED DISPOSITIVE POWER

                                          2,000
- --------------------------------------------------------------------------------
    9       AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

            974,175
- --------------------------------------------------------------------------------
    10      CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
            SHARES                                                         [ ]

- --------------------------------------------------------------------------------
    11      PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

            5.5%
- --------------------------------------------------------------------------------
    12      TYPE OF REPORTING PERSON

            IN
- --------------------------------------------------------------------------------




                                       2





<PAGE>   3

ITEM 1            (a)      NAME OF ISSUER:
                           American Medical Security Group, Inc.

                  (b)      ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
                           3100 AMS Boulevard
                           Green Bay, Wisconsin  54313

ITEM 2            (a)      NAME OF PERSON FILING:
                           Samuel V. Miller

                  (b)      ADDRESS OF PRINCIPAL BUSINESS OFFICE:
                           3100 AMS Boulevard
                           Green Bay, Wisconsin  54313

                  (c)      CITIZENSHIP:
                           U.S.A.

                  (d)      TITLE OF CLASS OF SECURITIES:
                           Common Stock

                  (e)      CUSIP NUMBER:
                           02744P101

ITEM 3            IF THIS  STATEMENT IS FILED  PURSUANT TO RULE  13D-1(b),  OR
                  13d-2(b), CHECK WHETHER THE PERSON FILING IS A:

                  (a)      [ ] Broker or dealer registered under Section 15 of
                               the Exchange Act;

                  (b)      [ ] Bank as defined in Section 3(a)(6) of the
                               Exchange Act;

                  (c)      [ ] Insurance company as defined in Section 3(a)(19)
                               of the Act;

                  (d)          [ ] Investment company registered under Section 8
                               of the Investment Company Act;

                  (e)          [ ] Investment  adviser  registered under Section
                               203 of the Investment Advisors Act of 1940;

                  (f)          [ ] Employee  benefit plan or  endowment  fund in
                               accordance with Rule 13d-1(b)(1)(ii)(F);

                  (g)          [ ] Parent holding company or control person,  in
                               accordance with 13d-1(b)(ii)(G);

                  (h)          [ ] Savings  association  as  defined  in Section
                               3(b) of the Federal Deposit Insurance Act;

                  (i)          [ ]  Church  plan  that  is  excluded  from  the
                               definition of an investment company under Section
                               3(c)(14) of the Investment Company Act;

                  (j)          [ ] Group, in accordance with Rule13d-1(b)(1)(ii)
                               (H).

                  If this statement is filed pursuant to Rule 13d-1(c), check
                  this box. [ ]


                                       3





<PAGE>   4

ITEM 4         OWNERSHIP.

               (a)   Amount beneficially owned:  974,175*

                     *Includes 972,175 shares which may be acquired  pursuant to
                      options which were exercisable  within 60 days of December
                      31, 1998.

               (b)   Percent of Class:   5.5%

               (c)   Number of shares as to which such person has:

                     (i)   Sole power to vote or direct the vote:  972,175

                     (ii)  Shared power to vote:  2,000

                     (iii) Sole power to dispose or direct the disposition
                           of:  972,175

                     (iv)  Shared power to dispose or direct the disposition
                           of:  2,000

ITEM 5         OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.

               If this  statement  is being  filed to report the fact that as of
               the  date  hereof  the  reporting  person  has  ceased  to be the
               beneficial  owner  of more  than  five  percent  of the  class of
               securities, check the following [ ].

ITEM 6         OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER
               PERSON.

               Not Applicable

ITEM 7         IDENTIFICATION AND CLARIFICATION OF THE SUBSIDIARY WHICH
               ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
               COMPANY.

               Not Applicable.

ITEM 8         IDENTIFICATION AND CLARIFICATION OF MEMBERS OF THE GROUP.

               Not Applicable.

ITEM 9         NOTICE OF DISSOLUTION OF GROUP.

               Not Applicable.

ITEM 10        CERTIFICATION.

               Not Applicable





                                       4





<PAGE>   5


                                    SIGNATURE

               After  reasonable  inquiry  and to the best of my  knowledge  and
belief,  I certify  that the  information  set forth in this  statement is true,
complete and correct.


                                                   March 5, 1999
                                                   -----------------------------
                                                             (Date)

                                                   /s/ SAMUEL V. MILLER
                                                   -----------------------------
                                                   Samuel V. Miller








































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