<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 June 30, 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
June 30, 1999:

Class A Common Stock $.01 par value - 124,051 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 - June 30, 1999 and
         December 31, 1998

         Condensed consolidated statements of income - Three months
         ended June 30, 1999 and 1998; Six months ended June 30, 1999
         and 1998

         Condensed consolidated statements of cash flows - Six months
         ended June 30, 1999 and 1998

         Notes to condensed consolidated financial statements - June 30, 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>

                                                             June 30         December 31
                                                              1999              1998
                                                           -----------       -----------
                                                           (Unaudited)        (Note A)
<S>                                                        <C>               <C>
ASSETS
   Fixed maturity investments at fair value
      (amortized cost: 1999 $157,649;
       1998 $161,430)                                        $154,076          $164,652
   Equity securities at fair value (cost:
       1999 $43,153; 1998 $41,907)                             89,491            86,553
   Short-term investments                                       8,401             3,556
   Other investments                                           10,000            10,000
                                                            ---------         ---------
                                                              261,968           264,761

   Cash                                                           124               647
   Accrued investment income                                    2,272             1,739
   Reinsurance recoverable                                     18,589            16,499
   Uncollected premiums - Note C                               20,601             2,023
   Amounts due from reinsurers                                    698             3,191
   Other assets                                                 7,289             6,623
                                                            ---------         ---------
                                                             $311,541          $295,483
                                                            ---------         ---------
                                                            ---------         ---------
LIABILITIES, REDEEMABLE STOCK AND OTHER
   SHAREHOLDERS' EQUITY

LIABILITIES
   Unpaid losses and loss adjustment expenses                $112,763          $110,964
   Unearned premiums - Note C                                  32,881             8,173
   Retrospective premiums                                           -             8,543
   Deferred income taxes                                        9,171            10,966
   Other liabilities                                            5,291             6,244
                                                            ---------         ---------
                                                              160,106           144,890
REDEEMABLE STOCK
   Class A Common Stock; authorized 300,000 shares,
     shares issued and outstanding 124,051 and
     125,682 in 1999 and 1998, respectively                     7,455             8,146
   Class B Common Stock; authorized, issued and
     outstanding 1 share                                            1                 1
                                                            ---------         ---------
                                                                7,456             8,147

OTHER SHAREHOLDERS' EQUITY
   Paid-in capital                                             12,789            12,789
   Retained earnings                                          103,560            98,695
   Accumulated other comprehensive income:
     Net unrealized appreciation of investments                27,630            30,962
                                                            ---------         ---------
                                                              143,979           142,446
                                                            ---------         ---------
                                                             $311,541          $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 amounts)
                                   (Unaudited)


<TABLE>
<CAPTION>

                                                    Three Months Ended                Six Months Ended
                                                         June 30                            June 30
                                              ----------------------------         ---------------------------
                                                 1999              1998               1999              1998
                                               --------           --------          --------          --------
<S>                                            <C>                <C>               <C>               <C>
Revenues:

  Net premiums earned                          $ 10,275           $  7,703          $ 20,786          $ 17,994
  Net investment income                           2,932              2,511             5,806             5,491
  Net realized capital gains (losses)              (242)             1,133             6,068             4,197
  Other                                             865                421             1,732               814
                                               --------           --------          --------          --------
                                                 13,830             11,768            34,392            28,496

Losses and expenses:

  Losses and loss adjustment expenses            10,462              7,608            19,948            16,893
  Underwriting, acquisition and
    insurance expenses                            1,761              1,233             4,278             3,475
  Other operating expenses                        1,591                858             3,118             1,594
                                               --------           --------          --------          --------
                                                 13,814              9,699            27,344            21,962
                                               --------           --------          --------          --------
  Income before income taxes                         16              2,069             7,048             6,534

  Incomes taxes - Note B                              5                723             2,468             2,286
                                               --------           --------          --------          --------
  Net income                                   $     11           $  1,346          $  4,580          $  4,248
                                               --------           --------          --------          --------
                                               --------           --------          --------          --------

  Income per common share                      $    .09           $  10.96          $  36.21          $  34.87
                                               --------           --------          --------          --------
                                               --------           --------          --------          --------

  Income per common share -
     assuming dilution                         $    .08           $   9.86          $  32.53          $  31.42
                                               --------           --------          --------          --------
                                               --------           --------          --------          --------
</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>

                                                                     Six Months Ended
                                                                          June 30
                                                               -----------------------------
                                                                 1999                1998
                                                               ---------           ---------
<S>                                                            <C>                 <C>
OPERATING ACTIVITIES
   Net Income                                                  $   4,580           $   4,248
   Adjustments to reconcile net income to net cash
    provided by (used in) operating activities:
      Increase in uncollected premiums                           (18,578)            (13,289)
      Increase in unearned premiums                               24,708              21,008
      Decrease in retrospective premiums                          (8,543)             (8,073)
      Decrease in other liabilities                                 (953)             (5,288)
      Net realized capital gains                                  (6,068)             (4,197)
      Other changes                                                  970              (2,783)
                                                               ---------            --------
                                                                  (3,884)             (8,374)

INVESTING ACTIVITIES
   Purchases of fixed maturity investments and equity
      securities                                                (106,718)           (271,829)
   Sales of fixed maturity investments and equity
      securities                                                 115,427             270,993
   Net (purchases) sales of short-term investments                (6,994)              5,135
   Capitalization of MMIHC Insurance Services, Inc.                1,500                   -
   Capitalization of Midwest Medical Solutions, Inc.                 650               1,850
                                                               ---------            --------
                                                                   3,865               6,149

FINANCING ACTIVITIES
   Redemption of Class A Common Stock                               (504)               (301)
                                                               ---------            --------

INCREASE (DECREASE) IN CASH                                         (523)             (2,526)
Cash at beginning of year                                            647               2,378
                                                               ---------            --------
                     CASH AT JUNE 30                           $     124           $    (148)
                                                               ---------            --------
                                                               ---------            --------
</TABLE>

See notes to condensed consolidated financial statements.


                                     5


<PAGE>


       MIDWEST MEDICAL INSURANCE HOLDING COMPANY and SUBSIDIARIES


Notes to Condensed Consolidated Financial Statements (Unaudited)

June 30, 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 and six-month periods ended June 30, 1999 and 1998 approximated the
statutory rate of 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 June 30, 1999 represents six 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.


                                        6
<PAGE>

NOTE C - UNEARNED PREMIUMS and UNCOLLECTED PREMIUMS (continued)

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 June 30, 1999 and represents the
actuarially determined present value of future benefits to be provided less
the present value of future revenues to be received.

The increase of $18,578,000 in uncollected premiums from December 31, 1998 to
June 30, 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 was
$(640,000) and $1,248,000 for the three and six-months ended June 30, 1999 and
$3,328,000 and $10,283,000 for the three and six-months ended June 30, 1998.

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                Six Months Ended
                                                                June 30                           June 30
                                                       --------------------------         ------------------------
                                                        1999              1998              1999            1998
                                                       --------         ---------         --------        --------
<S>                                                    <C>              <C>               <C>             <C>
Numerator for basic and dilutive earnings per
  share available to common shareholders               $     11          $  1,346         $  4,580        $  4,248
                                                       --------          --------         --------        --------
                                                       --------          --------         --------        --------
Denominator:
  Denominator for basic earnings
   per share--weighted average
   shares                                               126,505           122,796          126,484         121,825

  Effect of dilutive securities:
    Unvested shares                                      14,622            13,727           14,293          13,378
                                                       --------          --------         --------        --------
Denominator for dilutive
  earnings per share--adjusted
  weighted average shares and
  assumed conversions                                   141,127           136,523          140,777         135,203
                                                       --------          --------         --------        --------
                                                       --------          --------         --------        --------

Basic earnings per share                               $    .09          $  10.96         $  36.21        $  34.87
                                                       --------          --------         --------        --------
                                                       --------          --------         --------        --------
Diluted earnings per share                             $    .08          $   9.86         $  32.53        $  31.42
                                                       --------          --------         --------        --------
                                                       --------          --------         --------        --------
</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 (Holding Company) 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 Holding Company's principal operating subsidiary is MMIC. The primary
business of MMIC 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.

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 June 30, 1999 and at December 31, 1998 and
had revenues of approximately $236,000 and $221,000 for the six months ended
June 30, 1999 and 1998, respectively.

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.
(Johnson-McCann). The Holding Company provided $1,500,000 of capital to
Services to fund the first of three installment payments on the
Johnson-McCann purchase as well as to provide additional funds for future
agency acquisitions. The remaining two installment payments will be made to
Johnson-McCann 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, disability, and workers compensation. Commission income from insurance
carriers is the principal source of revenue. Services had assets of
approximately $1,593,000 at June 30, 1999 and had revenues of approximately
$847,000 for the six months ended June 30, 1999.


                                        8
<PAGE>

CAPITAL RESOURCES AND LIQUIDITY

The majority of the Company's assets, 84%, 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 six months of 1999
and 1998, $(3,884,000) and $(8,374,000) 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 $8,886,000 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 six 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 $842,000 during the first six months of 1999. Equity increases
were from net income of $4,580,000 and Class A stock issuances of $98,000.
These increases were offset by net unrealized depreciation in the fair value
of investments, net of deferred taxes, of $(3,332,000) and Class A stock
redemptions of $(504,000).


                                        9


<PAGE>

RESULTS OF OPERATIONS

Net premiums earned increased $2,792,000 over the same period of 1998
primarily as a result of writing approximately $6,500,000 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 1999 premiums were
greater retrospective premium credits paid during the first quarter to
Minnesota and North Dakota policyholders than had been estimated and accrued
at December 31, 1998. The additional retrospective premium credit payments
recognized in 1999 totaled approximately $343,000. Finally, a favorable
premium adjustment of approximately $715,000 was recorded in the second
quarter of 1999 for the 1992-1994 reinsurance contract due to better than
expected loss experience. A favorable premium adjustment was also recorded in
the first six months of 1998. The 1998 premium adjustment of approximately
$789,000 was for the commutation of a 1991 reinsurance contract.

Net capital gains of $6,068,000 were realized during the first six 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, future levels of
realized capital gains or losses are difficult to estimate.

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 six 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 $3,055,000 for the first six
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 actuarially analyzed, management did not observe
any discernable loss trends during the first six months of 1999 that would
materially alter loss expectations.

Underwriting, acquisition and insurance expenses increased $803,000 for the
first six months of 1999 compared to the same period in 1998. The majority of
the increase is due to staff additions to spur MMIC business growth and costs
associated with the implementation of a new insurance company operating
system.

Other operating expenses increased $1,524,000 for the first six 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
$4,580,000 for the six months ended June 30, 1999 compared to net income of
$4,248,000 for the same period of 1998. Basic net income per share increased to
$36.21 from $34.87 for the six months ended June 30, 1999 and 1998,
respectively. Diluted net income per share increased to $32.53 for the six
months ended June 30, 1999 from the $31.42 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 being converted to a new, Year 2000 compliant platform. The new
operating system is currently being parallel tested with the system it is
replacing. The transfer of all processing to the new operating system is planned
for September 1999. The conversion is approximately 94% completed with total
conversion costs estimated at $275,000. As a result of the above, 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 continues with approximately six key vendors that are
working on becoming Year 2000 compliant. The Company intends to monitor these
vendors closely and is identifying alternative vendors in case it becomes
necessary to make a change. Despite these 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 which insures the medical equipment manufacturer. 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 MedPower. MedPower is refining its contingency plans with
completion expected by September 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 is 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 are insured
         by the Company;
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 rely upon the safe harbor from liability with respect to
forward-looking statements provided by Section 27A and Section 21E referred
to above.

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<PAGE>


Item 3. - Quantitative and Qualitative Disclosures About Market Risk

Market risk is the risk of loss that may occur when fluctuations in interest and
foreign 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, equity price risk on its investment
in equity securities, and foreign currency exchange rate risk on its investment
in international 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 market risks. Professional outside
investment managers adjust portfolio characteristics, such as sector, duration
and industry exposure, 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 $8,900,000 at June 30, 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
$10,200,000 at June 30, 1999 and $10,000,000 at December 31, 1998.

A hypothetical ten percent weakening of all foreign currencies relative to the
U.S. dollar would adversely affect the fair value of the Company's investment in
international equity securities by approximately $1,700,000 at June 30, 1999 and
$1,600,000 at December 31, 1998.

The Company believes that there would be no material effect on its net income
and cash flows in any of the above scenarios. 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 August 12, 1999          /s/ David P. Bounk
     ------------------       ------------------------------------
                              David P. Bounk
                              President and Chief Executive Officer




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





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