<PAGE>
                                UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C. 20549
                                          
                                  FORM 10-Q

                                  (Mark One)


(X) Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934 For the Period Ended March 31, 1999. 
                               or
( ) Transition Report Pursuant to Section 13 or 15(d) of the Securities
    Exchange Act of 1934

For the Transition Period From ________________to____________

Commission file number 0-21230 

                   Midwest Medical Insurance Holding Company
------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

      Minnesota                                          41-1625287     
------------------------------------          --------------------------------
(State or other jurisdiction                       (I.R.S. Employer of
incorporation or organization)                     Identification No.)

6600 France Ave., So., Suite 245
Minneapolis, Minnesota                                    55435-1891
------------------------------------          --------------------------------
(Address of principal executive offices)                  (Zip Code)


                                 612-922-5445
------------------------------------------------------------------------------
             (Registrant's telephone number, including area code)

                              Not applicable                      
------------------------------------------------------------------------------
          (Former name, former address and former fiscal year, if 
                       changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 
1934 during the preceding 12 months (or for such shorter periods that the 
registrant was required to file such reports), and (2) has been subject to 
such filing requirements for the past 90 days.  Yes  X     No
                                                   -----     -----

The number of shares outstanding of the issuer's classes of common stock, as 
of March 31, 1999:

Class A Common Stock $.01 Par Value 127,873 shares

Class B Common Stock $1,000 Par Value-1 share

                                       1

<PAGE>

                                     INDEX

                 Midwest Medical Insurance Holding Company


PART  I.  FINANCIAL INFORMATION

Item 1.   Financial Statements (Unaudited)

          Condensed consolidated balance sheets- March 31, 1999 and 
          December 31, 1998

          Condensed consolidated statements of income - Three months ended 
          March 31, 1999 and 1998

          Condensed consolidated statements of cash flows - Three months ended 
          March 31, 1999 and 1998 

          Notes to condensed consolidated financial statements - March 31, 1999

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

PART II.   OTHER INFORMATION

Item 6.    Exhibits and Reports on Form 8-K

SIGNATURES

                                       2

<PAGE>

Part I.  Financial Information
         Item 1.  - Financial Statements

              MIDWEST MEDICAL INSURANCE HOLDING COMPANY and SUBSIDIARIES

                        Condensed Consolidated Balance Sheets
                                (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                 March 31            December 31
                                                                   1999                  1998
                                                                (Unaudited)            (Note A)
                                                                ----------           -----------
<S>                                                             <C>                  <C>
ASSETS
   Fixed maturity investments at fair value                     
      (amortized cost: 1999 $156,947;
       1998 $161,430)                                           $  156,862            $ 164,652
   Equity securities at fair value (cost:
       1999 $42,890; 1998 $41,907)                                  86,718               86,553
   Short-term investments                                            8,703                3,556
   Other investments                                                10,000               10,000
                                                                ----------            ---------
                                                                   262,283              264,761

   Cash                                                              1,454                  647
   Accrued investment income                                         1,740                1,739
   Reinsurance recoverable                                          16,805               16,499
   Uncollected premiums - Note C                                    31,159                2,023
   Amounts due from reinsurers                                       2,981                3,191
   Other assets                                                      7,254                6,623
                                                                ----------            ---------
                                                                $  323,676            $ 295,483
                                                                ----------            ---------
                                                                ----------            ---------

LIABILITIES, REDEEMABLE STOCK AND OTHER
   SHAREHOLDERS' EQUITY

LIABILITIES
   Unpaid losses and loss adjust. expenses                      $  111,612            $ 110,964
   Unearned premiums - Note C                                       43,986                8,173
   Retrospective premiums                                                -                8,543
   Deferred income taxes                                             9,521               10,966
   Other liabilities                                                 6,087                6,244
                                                                ----------            ---------
                                                                   171,206              144,890
REDEEMABLE STOCK
   Class A Common Stock; authorized 300,000 shares,
     shares issued and outstanding 127,873 and
     125,682 in 1999 and 1998, respectively                          7,629                8,146
   Class B Common Stock; authorized, issued and
     outstanding 1 share                                                 1                    1
                                                                ----------            ---------
                                                                     7,630                8,147

OTHER SHAREHOLDERS' EQUITY
   Paid-in capital                                                  12,789               12,789
   Retained earnings                                               103,771               98,695
   Accumulated other comprehensive income:
     Net unrealized appreciation of investments                     28,280               30,962
                                                                ----------            ---------
                                                                   144,840              142,446
                                                                ----------            ---------
                                                                $  323,676            $ 295,483
                                                                ----------            ---------
                                                                ----------            ---------

</TABLE>

See notes to condensed consolidated financial statements.

                                       3

<PAGE>

           MIDWEST MEDICAL INSURANCE HOLDING COMPANY and SUBSIDIARIES

                   Condensed Consolidated Statements of Income
                (Dollars in thousands, except per share dollars)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                      Three Months Ended
                                                           March 31
                                                 -----------------------------
                                                   1999                 1998
                                                 --------             --------
<S>                                              <C>                  <C>
Revenues:

   Net premiums earned                           $ 10,512             $ 10,291
   Net investment income                            2,873                2,980
   Net realized capital gains                       6,309                3,064
   Other                                              867                  393
                                                 --------             --------
                                                   20,561               16,728

Losses and expenses:

   Losses and loss adj. exp.                        9,485                9,285
   Underwriting, acquisition and
     insurance expenses                             2,517                2,242
   Other operating expenses                         1,527                  736
                                                 --------             --------
                                                   13,529               12,263
                                                 --------             --------
   Income before income taxes                       7,032                4,465

   Incomes taxes - Note B                           2,463                1,563
                                                 --------             --------
   Net income                                    $  4,569             $  2,902
                                                 --------             --------
                                                 --------             --------

   Income per common share                       $  36.03             $  24.01
                                                 --------             --------
                                                 --------             --------

   Income per common share -
      assuming dilution                          $  32.45             $  21.68
                                                 --------             --------
                                                 --------             --------

</TABLE>

See notes to condensed consolidated financial statements.

                                       4

<PAGE>

           MIDWEST MEDICAL INSURANCE HOLDING COMPANY and SUBSIDIARIES

                 Condensed Consolidated Statements of Cash Flows
                             (Dollars in thousands)
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                     Three Months Ended
                                                                           March 31
                                                                -----------------------------
                                                                  1999                 1998
                                                                --------            ---------
<S>                                                             <C>                 <C>
OPERATING ACTIVITIES
   Net Income                                                   $  4,569            $   2,902
   Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Increase in uncollected premiums                           (29,136)             (26,164)
      Increase in unearned premiums                               35,813               31,474
      Decrease in retrospective premiums                          (8,543)              (8,073)
      (Decrease) increase in other liabilities                      (157)              (6,103)
      Net realized capital gains                                  (6,309)              (3,064)
      Other changes                                                  (60)                (269)
                                                                --------            ---------
                                                                  (3,823)              (9,297)

INVESTING ACTIVITIES
   Purchases of fixed maturity investments and equity
      securities                                                 (59,619)            (176,645)
   Sales of fixed maturity investments and equity
      securities                                                  69,461              177,972
   Net (purchases) sales of short-term investments                (6,646)               2,903
   Capitalization of MMIHC Insurance Services, Inc.                1,500                  -
   Capitalization of Midwest Medical Solutions, Inc.                 -                  1,850
                                                                --------            ---------
                                                                   4,696                6,080

FINANCING ACTIVITIES
   Redemption of Class A Common Stock                                (66)                (132)
                                                                --------            ---------
INCREASE (DECREASE) IN CASH                                          807               (3,349)
Cash at beginning of year                                            647                2,378
                                                                --------            ---------
                     CASH AT MARCH 31                           $  1,454            $    (971)
                                                                --------            ---------
                                                                --------            ---------

</TABLE>

See notes to condensed consolidated financial statements.

                                        5

<PAGE>

              MIDWEST MEDICAL INSURANCE HOLDING COMPANY and SUBSIDIARIES


Notes to Condensed Consolidated Financial Statements
(Unaudited)

March 31, 1999

NOTE A--BASIS OF PRESENTATION

The accompanying unaudited interim condensed consolidated financial 
statements of Midwest Medical Insurance Holding Company and its subsidiaries 
(the "Company") have been prepared in accordance with generally accepted 
accounting principles for interim financial information and with the 
instructions to Form 10-Q and Article 10 of Regulation S-X.  Accordingly, 
they do not include all of the information and notes required by generally 
accepted accounting principles for complete financial statements.  In the 
opinion of management, all adjustments (consisting of normal recurring 
accruals) considered necessary for a fair presentation have been included. 
Operating results for any interim period are not necessarily indicative of 
the results that may be expected for the full year. These interim financial 
statements should be read in conjunction with the 1998 consolidated financial 
statements and notes thereto included in the Company's Annual Report on Form 
10-K as filed with the Securities and Exchange Commission. 

The balance sheet at December 31, 1998 has been derived from the audited 
financial statements at that date but does not include all of the information 
and footnotes required by generally accepted accounting principles for 
complete financial statements.

Certain amounts applicable to prior periods have been reclassified to conform 
to the classifications followed in the current year. All intercompany amounts 
have been eliminated.


NOTE B--INCOME TAXES

The Company calculates its income tax provision for interim periods by 
estimating its annual effective tax rate and applying this rate to the income 
of the interim period.  The estimated annual effective tax rate used for the 
three months ended March 31, 1999 and 1998 was approximately 35%.


NOTE C--UNEARNED PREMIUMS and UNCOLLECTED PREMIUMS

The majority of the Company's insurance policies expire at December 31 and 
renew on January 1 of each year. As a result, the majority of the unearned 
premium amount at March 31, 1999 represents nine months of unearned premium 
for every active policy renewed or newly written with an expiration date of 
December 31, 1999. At December 31, 1998, most active 1998 policies expired 
and therefore had no unearned premium.

Of the total unearned premium balance of $8,173,000 at December 31, 1998, 
$6,520,000 is reserved to recognize the Company's obligation to provide 
reporting endorsement coverage without additional premium upon the death, 
disability or retirement of policyholders. That same amount is also included 
in the unearned premium balance at March 31, 1999 and represents the 
actuarially determined present value of future benefits to be provided less 
the present value of future revenues to be received.

                                       6
<PAGE>

NOTE C--UNEARNED PREMIUMS and UNCOLLECTED PREMIUMS (continued)

The increase of $29,136,285 in uncollected premiums from December 31, 1998 to 
March 31, 1999 is primarily due to the renewal of most active policies on 
January 1.  The full year's premium is recorded as written and collectible at 
January 1.  Premiums may be paid annually or quarterly and the majority of 
each year's premium is collected during the year. The uncollected balance 
remaining at the end of the year primarily relates to the few policies 
underwritten by the Company that have other than December 31 expiration dates.

NOTE D--COMPREHENSIVE INCOME

The components of the Company's comprehensive income are net income and changes
in unrealized appreciation of investments. Total comprehensive income for the
three-month periods ended March 31, 1999 and 1998 was $1,887,000 and $6,955,000,
respectively.

NOTE E--EARNINGS PER SHARE DATA

The following table sets forth the computation of basic and diluted earnings per
share (in thousands, except for share and per share amounts):

<TABLE>
<CAPTION>
                                                                  Three Months Ended
                                                                       March 31
                                                          ------------------------------------
                                                                1999               1998
                                                          -----------------   ----------------
<S>                                                       <C>                 <C>
Numerator for basic and dilutive earnings per share
  available to common shareholders
                                                               $4,569              $2,902
                                                          -----------------   ----------------
                                                          -----------------   ----------------

Denominator:
  Denominator for basic earnings per share--weighted
    average shares                                            126,811             120,853

  Effect of dilutive securities:
    Unvested shares                                            13,991              13,028
                                                          -----------------   ----------------

Denominator for dilutive earnings per share--adjusted         140,802             133,881
  weighted-average shares and assumed conversions         -----------------   ----------------
                                                          -----------------   ----------------

Basic earnings per share                                       $36.03              $24.01
                                                          -----------------   ----------------
                                                          -----------------   ----------------

Diluted earnings per share                                     $32.45              $21.68
                                                          -----------------   ----------------
                                                          -----------------   ----------------

</TABLE>
                                        7


<PAGE>

Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations

GENERAL

The following analysis of the financial condition and results of operations 
of Midwest Medical Insurance Holding Company (MMIHC) and its wholly-owned 
subsidiaries, Midwest Medical Insurance Company (MMIC), Midwest Medical 
Solutions, Inc. (Solutions), MedPower Information Resources, Inc. (MedPower), 
and MMIHC Insurance Services, Inc. (Services), should be read in conjunction 
with the consolidated financial statements and notes thereto included 
elsewhere in this Report. Midwest Medical Insurance Holding Company and its 
subsidiaries are collectively referred to as the Company.

The primary business of MMIC, MMIHC's principal operating subsidiary, is 
selling and issuing policies of medical professional liability insurance to: 
(1) individual physicians, (2) partnerships or professional corporations 
comprised of physicians, (3) clinics, (4) hospitals, and (5) health plans. In 
addition, MMIC writes business liability insurance providing coverage for 
claims against a medical business entity resulting from acts by the employees 
who work for the entity, and office premises liability insurance providing 
coverage for claims arising out of the ownership, maintenance or use of 
office premises of the insured.

Solutions is a business development company formed to strengthen and promote 
the independence and interdependencies of physicians, clinics and hospitals 
that MMIC serves. Business development opportunities being considered include 
practice enhancement, strategic consulting, and electronic processing and 
integration services and support. MedPower is a wholly-owned subsidiary of 
Solutions formed through a purchase of assets in January 1998. MedPower 
processes and electronically submits medical claims for over 100 healthcare 
providers in the Upper Midwest. MedPower also provides various information 
consulting and network support services. Together, Solutions and MedPower had 
assets of less than $3,000,000 at March 31, 1999 and at December 31, 1998 and 
had revenues of less than $106,000 for the three months ended March 31, 1999 
and less than $400,000 for the year ended December 31, 1998.

Services was incorporated in 1995 and began active operations in January 1999 
with the acquisition of a book of business from Johnson-McCann Benefits, Inc. 
(JMB). MMIHC provided $1,500,000 of capital to Services to fund the first of 
three installment payments on the JMB purchase as well as to provide 
additional funds for future agency acquisitions. The remaining two 
installment payments will be made to JMB in 2000 and 2001 with the payment 
amounts tied to the previous year's performance of Services. Services is an 
insurance agency specializing in providing clients with group insurance 
products such as health, dental, life, and disability. Commission income from 
insurance carriers is the principal source of revenue. Services had assets of 
approximately $1,512,000 at March 31, 1999 and had revenues of approximately 
$349,000 for the three months ended March 31, 1999.

                                        8


<PAGE>




CAPITAL RESOURCES AND LIQUIDITY

The majority of the Company's assets, 81%, continue to be invested in 
investment-grade bonds, equities and short-term instruments. Under Statement 
of Financial Accounting Standards (SFAS) No. 115 "Accounting for Certain 
Investments in Debt and Equity Securities", the Company's investments in debt 
and equity securities are classified as available for sale and therefore 
carried at fair value with unrealized gains and losses, net of applicable 
taxes, reflected as a separate component of equity. Other investments are 
equity interests in non-traded real estate investment trusts and are recorded 
at cost which approximates fair value.

The retrospective premium liability of $8,543,000 at December 31, 1998 
consisted of two items. One represented amounts due to policyholders under a 
retrospective premium rating plan. This liability consisted of $5,480,000 due 
to Minnesota and North Dakota policyholders. The second component represented 
amounts due to Iowa policyholders under terms of the Midwest Medical 
Insurance Company/Iowa Physicians Mutual Insurance Trust (MMIC/IPMIT) July 1, 
1993 merger agreement. The merger agreement provided that if financial 
results for years prior to 1993 are more favorable than expected, the 
favorable development must be returned to former IPMIT policyholders who were 
insured by IPMIT on December 31, 1992 and who renew their coverage with MMIC. 
This second liability totaled $3,063,000. Both the retrospective and merger 
premium liabilities were paid to policyholders in the first quarter of 1999.

Cash flow from operations was negative during the first three months of both 
1999 and 1998, $(3,823,000) and $(9,297,000) respectively. The primary reason 
for the negative cash flows was the payment, in the first quarter of both 
years, of the retrospective premium credit and the premium credit under the 
terms of the MMIC/IPMIT merger agreement. These payments totaled $8,889,000 
in 1999 and $8,100,000 in 1998. The merger premium credit of $3,063,000 paid 
to Iowa policyholders during the first quarter of 1999 was the final payment 
under the terms of the MMIC/IPMIT merger agreement. The negative cash flow 
was lower in the first three months of 1999 compared to the same period in 
1998 primarily due to greater premium receipts. Fewer policyholders paid 
premiums in advance of 1/1/99 policy renewals due to later policy billings. 
Consequently, more policy premiums were paid after January 1 rather than 
prior to that date compared to the same period the previous year.

Total equity consisting of redeemable stock and other shareholders' equity, 
increased by $1,877,000 during the first three months of 1999. Equity 
increases were from net income of $4,569,000 and Class A stock issuances of 
$56,000. These increases were offset by net unrealized depreciation in the 
fair value of investments, net of deferred taxes, of $(2,682,000) and Class A 
stock redemptions of $(66,000).

                                        9


<PAGE>

RESULTS OF OPERATIONS

Net premiums earned increased $221,000 over the same period of 1998 primarily 
as a result of writing approximately $3,500,000 of new business. The new 
business was generated primarily from sales of policies to large, healthcare 
systems. The increase from new business was offset by a 5% decrease in 1999 
premium rate levels for policyholders in Minnesota, North Dakota, and South 
Dakota. Also negatively impacting first quarter 1999 premiums were greater 
retrospective premium credits paid during the first quarter to Minnesota and 
North Dakota policyholders than what had been estimated and accrued at 
December 31, 1998. The additional retrospective premium credit payments 
recognized in the first quarter of 1999 totaled approximately $346,000. 
Finally, the first quarter of 1998 contained a favorable premium adjustment 
of approximately $789,000 for the commutation of a 1991 reinsurance contract. 
The first quarter of 1999 did not contain a similar type of premium 
adjustment.

Net capital gains of $6,309,000 were realized during the first three months 
of 1999. Most of these capital gains resulted from the sale of common stock 
to fund the payment of retrospective and MMIC/IPMIT merger premium credits 
during the first quarter. The Company's investment portfolio is managed by 
professional, outside investment advisors on a total return basis under 
guidelines set by the Investment Committee of the Company's Board of 
Directors. As such, the Company's investment managers may take advantage of 
opportunities to increase total return through sales of selected securities 
in response to changing market conditions. Consequently, management has no 
estimate for future levels of realized capital gains or losses.

Other revenues consist primarily of finance charges on MMIC premium billings, 
commission income from Services, and claim processing fees from MedPower. The 
increase for the first three months of 1999 over the same period of 1998 is 
primarily due to Services beginning active operations in January 1999.

Losses and loss adjustment expenses increased $200,000 for the first three 
months of 1999 versus 1998. The increase in 1999 was primarily driven by the 
increase in premium volume as interim period losses are estimated based on a 
ratio of net premiums earned. The estimated loss ratio was developed while 
determining 1999 premium rates. At year-end, an outside actuarial analysis of 
losses is completed. Although the effects of interim claim frequency and 
severity statistics are not analyzed, management did not observe any 
discernable loss trends during the first three months of 1999 that would 
materially alter loss expectations.

Underwriting, acquisition and insurance expenses increased $275,000 for the 
first three months of 1999 compared to the same period in 1998. The majority 
of the increase is due to staff additions to handle MMIC business growth and 
the continuing implementation of a new insurance company operating system.

Other operating expenses increased $791,000 for the first three months of 
1999 compared to the same period in 1998. The increase can be attributed 
primarily to Services beginning active operations in January 1999 and 
additional salary, benefits, and outside consulting expenses incurred by 
Solutions from intensifying its business development efforts.

                                       10


<PAGE>


RESULTS OF OPERATIONS (continued)

As a result of the factors discussed above, the Company realized net income 
of $4,569,000 for the three months ended March 31, 1999 compared to net 
income of $2,902,000 for the same period of 1998. Basic net income per share 
increased to $36.03 from $24.01 for the three months ended March 31, 1999 and 
1998, respectively. Diluted net income per share increased to $32.45 for the 
three months ended March 31, 1999 from the $21.68 per share reported a year 
ago.

YEAR 2000 UPDATE

The Year 2000 issue is the result of computer programs being written using 
two digits rather than four to define the applicable year. Any of the 
Company's computer programs that have time sensitive software may recognize a 
date using "00" as the year 1900 rather than the year 2000. This could result 
in a system failure or miscalculation causing disruptions of operations, 
including, among other things, a temporary inability to process transactions, 
send billings, or engage in similar normal business activities.

The Company's Year 2000 Task Force continues to monitor and evaluate the Year 
2000 issue, identify the causes and consequences to the Company, and develop 
courses of action including contingency plans as deemed necessary. The 
following key areas are assessed: internal computer hardware and software, 
significant business partners and vendors and insurance policy exposure.

An evaluation of the Year 2000 readiness of all significant internal computer 
hardware and software applications and devices was completed in the latter 
part of 1998. The evaluation identified three pieces of network hardware and 
one subsidiary operating system that were not Year 2000 compliant. The three 
pieces of network hardware did not impact time sensitive operations and 
therefore did not pose any significant Year 2000 risk to the Company. 
Medpower's operating system is in the process of being converted to a new, 
Year 2000 compliant platform. The new operating system is expected to be 
fully operational by the end of June 1999 with a total conversion cost 
estimated at $250,000. The conversion was approximately 85% completed and had 
expenditures of approximately $210,000 as of the date of this Form 10-Q 
filing. As a result of the above evaluation, the Company believes that the 
Year 2000 issue has been adequately addressed with respect to internal use 
hardware and software.

A Year 2000 compliance inquiry was prepared and mailed in October of 1998 to 
all of the Company's key business partners and service vendors. Responses 
have been evaluated and follow-up has begun on approximately twenty key 
vendors that either did not respond to the Company's first inquiry or 
responded that they were not yet compliant. Letters were sent to these 
vendors asking either for an initial response or an update on the status 
previously reported. The Company intends to complete its follow-up efforts on 
these vendors by the end of June. At that time, management will decide 
whether a change in vendors is necessary and what additional contingency 
measures need to be taken. Despite the above efforts, no assurances can be 
given that the systems of other companies on which the Company's operations 
rely will become Year 2000 compliant in a timely manner, or that the failure 
by a third party to become Year 2000 compliant would not have a material 
adverse effect on the Company.

                                     11


<PAGE>


YEAR 2000 UPDATE (continued)

A multi-departmental team consisting of claims, risk management and 
underwriting management studied and carefully assessed the exposure that 
might exist in the policies issued by MMIC. The majority of the exposure is 
related to medical equipment that contains computer chips and may be affected 
by the Year 2000 bug. This is primarily an exposure for the products 
liability carrier. All hospital insureds have been surveyed to monitor their 
compliance to MMIC guidelines on medical equipment. All current hospital 
insureds are in compliance. At this point, no coverage change or exclusion 
has been enacted for the medical malpractice professional liability policy. A 
Year 2000 exclusion became effective January 1, 1999 on all premises and 
general liability policies issued by MMIC. This exclusion will continue 
through the 2000 policy year. MMIC has communicated its Year 2000 exposure 
preparedness to its reinsurers and they fully support the plan as developed. 
While MMIC feels confident in the completeness of its due diligence on Year 
2000 exposure, it is not yet possible to determine whether Year 2000 claims 
will be made against these policies or if such claims will be held to have 
merit and what potential financial impact may result.

Although the Company expects to complete its Year 2000 remediation in 1999, 
there are risks if its efforts are delayed or fail. A delay or failure in 
remedying a Year 2000 issue, caused by internal computer hardware or software 
errors or failures, or by key business partners and service vendors who fail 
to become Year 2000 compliant could, in a worst case, interrupt the Company's 
business. Depending upon the extent and duration of the business interruption 
resulting from non-compliance issues, such interruption could have a material 
adverse effect on the Company's business, financial condition, and results of 
operations. Although the Company believes the likelihood is remote based on 
the due diligence performed as described previously, the potential does exist 
in a worst case scenario for claims to be made by MMIC policyholders for Year 
2000 failures they experience. Depending on whether such claims are deemed to 
have merit and to the extent and amount these claims are awarded 
compensation, such claims could have a material adverse effect on the 
Company's business, financial condition, and results of operations.

The Year 2000 Task Force has developed contingency plans for the Company with 
the exception of the MedPower subsidiary which is in the process of 
developing a separate contingency plan. MedPower's contingency plan is 
expected to be completed by June 1999. If the Company encounters Year 2000 
problems with respect to internal computer hardware and software, core 
functions can be processed manually until the problems are remedied. If 
unanticipated Year 2000 problems occur with key service vendors, essential 
services can be handled manually or through other vendors until the problems 
are resolved. The Year 2000 Task Force will be evaluating the need to test 
backup manual systems and identify alternative key service vendors. In the 
event Year 2000 claims are made on policies written by MMIC, the Company 
believes these claims will be without merit and will vigorously defend its 
position. Although the Company believes its contingency plans will be 
adequate, no assurances can be given that such plans will address all risks 
that may actually arise.

                                       12


<PAGE>


YEAR 2000 UPDATE (continued)

The anticipated completion dates for Year 2000 compliance and the Company's 
contingency plans and the cost estimates for the completion of Year 2000 
modifications are based on management's best estimates utilizing current data 
regarding available resources, coordination with third parties and other 
relevant factors and information about systems conversion. No assurances, 
however, can be given that these estimates will be achieved and actual 
results may differ from those anticipated.

Readers are reminded that forward-looking statements contained in this 
description of the Company's treatment of the Year 2000 issue should be read 
in conjunction with the Company's disclosures under the heading "Cautionary 
Note Regarding Forward-Looking Statements" below.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Statements other than historical information contained in this Report are 
considered to be "forward-looking statements" within the meaning of Section 
27A of the Securities Act of 1933, as amended, and Section 21E of the 
Securities Act of 1934, as amended.

All forward-looking statements address matters that involve risks and 
uncertainties. Accordingly, in addition to the factors discussed in this 
Report, there are or will be other important factors that could cause actual 
results to differ materially from those indicated in such statements.  These 
factors include but are not limited to:

i.    the impact of changing market conditions on the Company's business
      strategy; 
ii.   the effects of increased competition on pricing, coverage terms, retention
      of customers and ability to attract new customers;
iii.  greater severity or frequency of the types of losses that the Company
      insure;
iv.   faster or more adverse loss development experience than that on which the
      Company based its underwriting, reserving, and investment practices;
v.    developments in global financial markets which could adversely affect the
      performance of the Company's investment portfolio;
vi.   litigation, regulatory or tax developments which could adversely affect
      the Company's business;
vii.  risks associated with the introduction of new products and services;
viii. dependence on key personnel;
ix.   the impact of mergers and acquisitions; and
x.    failure of the Company or significant third parties to achieve Year 2000
      compliance or material expense in connection with such compliance.

The facts set forth above should be considered in connection with any 
forward-looking statement contained in this Report. The important factors 
that could affect such forward-looking statements are subject to change, and 
the Company does not intend to update any forward-looking statement or the 
forgoing list of important factors. By this cautionary note, the Company 
intends to avail itself of the safe harbor from liability with respect to 
forward-looking statements provided by Section 27A and Section 21E referred 
to above.

                                       13


<PAGE>

Item 3. - Quantitative and Qualitative Disclosure About Market Risk

Market risk is the risk of loss that may occur when fluctuations in interest 
and currency exchange rates and equity and commodity prices change the value 
of a financial instrument. Both derivative and nonderivative financial 
instruments have market risk. The Company is primarily exposed to interest 
rate risk on its investment in fixed maturities and equity price risk on its 
investment in equity securities.

As previously disclosed, the Company's fixed maturity and equity investments 
are classified as available for sale and are managed to preserve assets, 
maximize pre-tax total return, and assure adequate liquidity to meet the 
funding needs of the Company. Under the current investment policy, management 
does not use derivative instruments to manage exposure to either interest 
rate risk or equity price risk. Professional outside investment managers 
adjust portfolio characteristics, such as sector and average life, based on 
their outlook of market conditions within the parameters set by the Company's 
investment policy as approved by the Investment Committee of the Board of 
Directors.

Based on the effective duration of the fixed maturity investment portfolio, 
an abrupt 100 basis point increase in interest rates along the entire 
interest rate yield curve would adversely affect the fair value of fixed 
maturity investments by approximately $8,300,000 at March 31, 1999 and 
$8,500,000 at December 31, 1998. Based primarily on past annual performance 
relative to the Standard & Poors 500 Market Index (S&P 500), an abrupt ten 
percent decrease in the S&P 500 would adversely affect the fair value of 
equity securities by approximately $10,100,000 at March 31, 1999 and 
$10,000,000 at December 31, 1998. The Company believes that there would be no 
material effect on its net income and cash flows in either scenario. This 
effect on net income and cash flows does not consider the possible effects a 
change in economic activity could have in such an environment. Investors, 
customers, regulators and legislators could respond to these fluctuations in 
ways the Company cannot foresee. Because the Company cannot be certain what 
specific actions would be taken and their effects, the above sensitivity 
analyses assume no significant changes in the Company's financial structure.

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<PAGE>

Part II.  Other Information
     
Item 6. - Exhibits and Reports on Form 8-K
          
          (a) Exhibits

              (27) Financial Data Schedule (electronic filing only)

          (b) Reports on Form 8-K

              None






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<PAGE>

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 thereunto duly authorized.


                                       Midwest Medical Insurance Holding Company
                                       -----------------------------------------
                                                    (Registrant)



Date May 12, 1999                      /s/ David P. Bounk
                                       -----------------------------------------
                                       David P. Bounk
                                       President and Chief Executive Officer



Date May 12, 1999                      /s/ Niles Cole
                                       -----------------------------------------
                                       Niles Cole
                                       Vice President and
                                       Principal Financial Officer and
                                       Principal Accounting Officer





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