SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


                                 FORM 10-Q


[<check-mark>] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                OF THE SECURITIES EXCHANGE ACT OF 1934

           FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2000 or

[   ]    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934


Commission file number: 0-20882

                      STANDARD MANAGEMENT CORPORATION
            (Exact name of registrant as specified in its charter)


Indiana                                                No. 35-1773567
(State or other jurisdiction             (I.R.S. Employer Identification No.)
of incorporation or organization)

9100 Keystone Crossing, Indianapolis, Indiana              46240
(Address of principal executive offices)                (Zip Code)

                            (317) 574-6200
         (Registrant's telephone number, including area code)

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 period  that  the
registrant was required to file  such  reports),  and  (2) has been subject to
such filing requirements for the past 90 days:  Yes [<check-mark>]  No [  ]

As  of  May  1,  2000,  the  Registrant had 7,785,156 shares of  Common  Stock
outstanding.

<PAGE>
                        STANDARD MANAGEMENT CORPORATION

                                     INDEX

                                                                PAGE NUMBER

Part I.FINANCIAL INFORMATION:

Item 1. Financial Statements

        Consolidated Balance Sheets --
        March 31, 2000 (Unaudited) and December 31, 1999 (Audited)       3

        Consolidated Statements of Income --
        For the Three Months Ended March 31, 2000 and 1999 (Unaudited)   4

        Consolidated Statements of Shareholders' Equity --
        For the Three Months Ended March 31, 2000 and 1999 (Unaudited)   5

        Consolidated Statements of Cash Flows --
        For the Three Months Ended March 31, 2000 and 1999 (Unaudited)   6

        Notes to Consolidated Financial Statements (Unaudited)           7 - 8

Item 2. Management's Discussion and Analysis of Financial Condition
        and Results of Operations                                       9 - 16

Item 3. Quantitative and Qualitative Disclosures about Market Risk       16

Part II.OTHER INFORMATION:

Item 6. Exhibits and Reports on Form 8-K                                 17

        SIGNATURES                                                       17


























                        PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS



               STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                            (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                March 31         December 31
<S>                                               <C>                <C>
                                                  2000               1999
                                                  (Unaudited)     (Audited)
                      ASSETS
Investments
    Securities available for sale:
    Fixed maturity securities, at fair value
      (amortized cost: $657,577 in 2000
       and $646,284 in 1999)                    $    620,512     $   606,907
    Equity securities, at fair value
      (cost: $565 in 2000 and 1999                       358             378
    Mortgage loans on real estate                      8,109           8,131
    Policy loans                                      13,984          14,033
    Real estate                                        4,379           3,233
    Other invested assets                                426             845
    Short-term investments                            22,026          14,976
      Total investments                              669,794         648,503
Cash                                                   5,877           3,659
Accrued investment income                             10,651          11,105
Amounts due and recoverable from reinsurers           53,907          58,230
Deferred policy acquisition costs                     72,204          67,811
Present value of future profits                       30,344          30,688
Goodwill                                               5,583           5,636
Other assets                                           4,611           5,372
Assets held in separate accounts                     379,973         319,973
      Total assets                               $ 1,232,944     $ 1,150,977

                   LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
    Insurance policy liabilities                 $   751,498     $   727,189
    Accounts payable and accrued expenses              7,496           9,076
    Notes payable                                     31,600          34,500
    Deferred federal income taxes                        423             349
    Liabilities related to separate accounts         379,973         319,973
      Total liabilities                            1,170,990       1,091,087

Series  A convertible redeemable preferred stock,
 par value $100 per share;
    Authorized 130,000; 65,300 issued
    and outstanding in 2000 and 1999                   6,530           6,530

Shareholders' Equity:
    Preferred stock, no par value:
    Authorized 870,000 shares; none issued
    and outstanding                                                                   --
    Common stock and additional paid in capital,
    no par value:
    Authorized 20,000,000 shares; issued 9,038,134
    shares in 2000 and 1999                           62,152          62,152
    Treasury stock, at cost, 1,252,978 shares
    in 2000 and 1999                                  (6,802)         (6,802)
    Accumulated other comprehensive income:
        Unrealized gain (loss) on securities
        available for sale, net taxes
        (benefits) of: ($7,770) in 2000
        and ($8,196) in 1999                         (15,033)        (15,859)
        Unrealized gain on other investments,
        net taxes of: $10 in 2000 and
        $8 in 1999                                        23              15
        Foreign currency translation adjustment         (870)           (862)
    Retained earnings                                 15,954          14,716
Total shareholders' equity                            55,424          53,360

Total liabilities and shareholders' equity     $   1,232,944    $  1,150,977
</TABLE>

                 See accompanying notes to consolidated financial statements.





               STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF INCOME
          (UNAUDITED, DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)


<TABLE>
<CAPTION>
                                                    Three Months Ended
<S>                                                       <C>           <C>      <C>          <C>   <C>          <C>   <C>
                                                  March 31      December 31
                                                    2000           1999
Revenues:
    Premium income                           $     3,178      $    3,064
    Net investment income                         11,887          10,346
    Net realized investment gains (losses)          (336)             33
    Policy income                                  1,907           1,629
    Separate account fees                          1,227             921
    Fees and other income                          1,338           1,253
        Total revenues                            19,201          17,246
Benefits and expenses:
    Benefits and claims                            4,055           3,244
    Interest credited on interest-sensitive
    annuities and other financial products         6,333           5,836
    Amortization                                   2,210           1,749
    Other operating expenses                       3,862           3,919
    Interest expense and finance costs               864             882
        Total benefits and expenses               17,324          15,630
Income before federal income taxes and
  preferred stock dividends                        1,877           1,616
Federal income tax expense                           512             319

Net income                                         1,365           1,297
Preferred stock dividends                           (127)           (127)

Earnings available to common shareholders      $   1,238      $    1,170

Earnings per share - basic:
    Net income                                $      .18      $      .17
    Preferred stock dividends                       (.02)           (.02)
    Earnings available to common
    shareholders                              $      .16      $      .15

Earnings per share - diluted:
    Net income                                $     .17       $      .16
    Preferred stock dividends                      (.01)            (.01)
    Earnings available to common
    shareholders                              $     .16              .15
</TABLE>

                 See accompanying notes to consolidated financial statements.














               STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

                CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
                       (UNAUDITED, DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                 Common stock
                                     and              Accumulated
                                  additional              other
                                    paid-in Treasury comprehensive  Retained
                              Total  capital   stock      income   earnings
<S>                          <C>   <C>  <C>   <C> <C>    < C> <C>    <C>
Balance at January 1, 1999  $66,042 $ 60,586  $ (6,220)  $ 1,687    $9,989

Comprehensive income:
Net income                    1,297                                  1,297
Other comprehensive income:
Change in unrealized gain
(loss) on securities,
net taxes (benefits)
 of $1,971                   (3,721)                       (3,721)
Change in foreign currency       34                            34
Other comprehensive income   (3,687)

    Comprehensive income     (2,390)
Issuance of common
 stock warrants                 524       524
Treasury stock acquired        (530)               (530)
Reissuance of treasury stock
 in connection with exercise
 of stock options               (23)                                   (23)
Preferred stock dividends      (127)                                  (127)
Balance at March 31, 1999   $63,496  $ 61,110  $ (6,750)  $ (2,000)$ 11,136

Balance at January 1, 2000  $53,360 $  62,152  $ (6,802)  $(16,706)$ 14,716

Comprehensive income:
Net income                    1,365                                   1,365
Other comprehensive income:
Change in unrealized gain
 (loss) on securities,
 net taxes of $428              834                           834
Change in foreign currency       (8)                           (8)
Other comprehensive income      826

Comprehensive income          2,191

Preferred stock dividends      (127)                                   (127)
Balance at March 31, 2000   $55,424  $ 62,152 $ (6,802) $ (15,880) $ 15,954

 /TABLE>


                 See accompanying notes to consolidated financial statements.











               STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                       (UNAUDITED, DOLLARS IN THOUSANDS)



</TABLE>
<TABLE>
<CAPTION>                                         Three Months Ended
<S>                                                 <C>        <C>
                                                       March 31
                                                   2000         1999
OPERATING ACTIVITIES
Net income                                      $ 1,365       $ 1,297
Adjustments to reconcile net income
     to net cash provided by
     operating activities:
   Amortization of deferred policy
     acquisition costs                            1,427           862
   Policy acquisition costs deferred             (7,155)       (5,857)
   Deferred federal income taxes                   (352)          490
   Depreciation and amortization                    880         1,202
   Insurance policy liabilities                   5,279         2,776
   Net realized investment gains (losses)           336           (17)
   Accured net income                               453           473
   Other                                           (185)          236
    Net cash provided by operating activities     2,048         1,462

INVESTING ACTIVITIES
Fixed maturity securities available for sale:
   Purchases                                    (30,354)      (65,760)
   Sales                                         16,608        48,777
   Maturities, calls and redemptions              2,425         3,588
Short-term investments, net                      (7,050)      (10,537)
Other investments, net                           (1,787)       (1,029)
   Net cash used by investing activities        (20,158)      (24,961)

FINANCING ACTIVITIES
Repayments on long term debt
 and obligations under capital lease             (2,900)         (341)
Premiums received on interest-sensitive
 annuities and other financial
   products credited to policyholder
   account balances, net of premiums ceded       40,815        35,034
Return of policyholder account balances
   on interest-sensitive annuities
   and other financial products, net
   of premiums ceded                            (17,460)      (18,074)
Reissuance of treasury stock in connection
   with exercise of stock options
   and warrants                                      --           524
Purchase of common stock for treasury                --          (530)
Dividends on preferred stock                       (127)         (127)
Net cash provided by financing activities        20,328        16,486

Net increase (decrease) in cash                   2,218        (7,013)

       Cash at beginning of period                3,659        13,591

Cash at end of period                      $      5,877    $    6,578
</TABLE>


                 See accompanying notes to consolidated financial statements.





               STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



NOTE 1 -- BASIS OF PRESENTATION

     The accompanying unaudited consolidated  financial statements  have
been prepared  in  accordance  with   generally  accepted  accounting
principles ("GAAP")  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 footnotes required by  GAAP
for  complete financial  statements.  The  results of  operations  for  the
interim periods shown in this report are not necessarily indicative of  the
results that may be expected for the fiscal year.This  is  particularly  true
in the life insurance industry,  where  mortality results in interim periods can
vary substantially  from  such  results over a longer  period. In management's
opinion, the information contained  in  this report reflects all adjustments,
of  a  normal  recurring nature, necessary to fairly present  the  results of
operations for the interim  periods.  Certain amounts from prior periods have
been reclassified to conform to the 2000 presentation. These reclassifications
have no effect on previously reported shareholders'  equity  or  net  income
during the periods presented.

    The nature of the  insurance  business of Standard Management Corporation
and its  consolidated  subsidiaries  (the  "Company"  or   "SMC")  requires
management to make estimates  and  assumptions  that  affect  the  amounts
reported in the  consolidated financial  statements  and accompanying notes.
For example,  the  Company  uses significant   estimates   and   assumptions
in  calculating  deferred  policy acquisition costs ("DAC"), present value of
future  profits  ("PVP"), goodwill, future  policy  benefits  and  deferred
federal income taxes.  If future experience differs   materially  from  these
estimates  and  assumptions,  the  Company's financial  statements  could  be
affected.

     For further  information, refer to the consolidated financial statements
and related footnotes included in the Annual Report on Form 10-K for the year
ended December 31, 1999.




NOTE 2 -- NOTES PAYABLE

Notes payable of the Company are as follows (in thousands):
<TABLE>
<CAPTION>
                              Interest          March 31        December 31
                               Rate              2000               1999
<S>                            <C>               <C>    <C>            <C>
Borrowings under revolving
 credit agreements             9.37%{ (1)}      $21,600         $24,500
Senior subordinated
 convertible notes            10.00%             10,000          10,000
                                                $31,600         $34,500
</TABLE>
Current weighted average rate at March 31, 2000.





















               STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


NOTE 3 -- NET UNREALIZED GAIN ON SECURITIES AVAILABLE FOR SALE

The components of the balance sheet caption "Unrealized gain on securities
available for sale" in shareholders' equity are summarized as follows (in
thousands):
<TABLE>
<CAPTION>
                                                        March 31     December 31
                                                          <C>          <C>
                                                          2000         1999
Fair value of securities available for sale         $   620,870   $   607,285
Amortized cost of securities available for sale         658,142       646,849
Gross unrealized gain (loss) on securities
  available for sale                                    (37,272)      (39,564)
Adjustments for:
Deferred policy acquisition costs                         9,192        10,527
Present value of future profits                           5,277         4,982
Deferred federal income tax liability                     7,770         8,196
Net unrealized gain (loss) on securities
 available for sale                                 $   (15,033)  $   (15,859)
</TABLE>


NOTE 4 -- EARNINGS PER SHARE


A reconciliation of income and shares used to calculate basic and diluted
earnings per share is as follows (dollars in thousands):
<TABLE>
<CAPTION>
                                                     Three Months Ended
<S>                                                  <C>           <C>
                                                            March 31
                                                     2000            1999
INCOME:
Net income                                        $ 1,365      $   1,297
Preferred stock dividends                            (127)          (127)
Income  available  to common shareholders for
 basic earnings per share                           1,238          1,170
Effect of dilutive securities:
Preferred stock dividends                             127            127
   Interest on  subordinated convertible debt         250            250
Income available to common shareholders for
   diluted earnings per share                     $ 1,615       $  1,547

SHARES:
Weighted  average  shares outstanding
 for basic earnings per share                   7,785,156      7,596,405

Effect of dilutive securities:
Stock options                                      22,393        168,053
Stock warrants                                      1,970        131,827
Subordinated convertible debt                   1,740,038      1,740,038
Dilutive potential common shares                1,764,401      2,039,918
Weighted average shares outstanding for
 diluted earnings per share                     9,549,557      9,636,323

</TABLE>





<PAGE>




               STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

                           _________________________



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

GENERAL

The  following discussion highlights  the  material  factors  affecting  the
results of operations and the  significant  changes in balance  sheet items.
Notes to the consolidated  financial statements  included in  this report and
the  notes  to  the consolidated  financial statements  included  in the 1999
Form  10-K  should  be read in conjunction  with  both sets  of  consolidated
financial statements.

FIRST THREE MONTHS OF 2000 COMPARED WITH THE FIRST THREE MONTHS OF 1999:

The following tables  and  narratives  summarize  the  results of operations by
operating segment.

<TABLE>
<CAPTION>
                                                     Three Months Ended
                                                     <C>           <C>
                                                           March 31
                                                    2000             1999

                                                    (Dollars in thousands)
Operating income before income taxes:
Domestic operations                              $   1,768        $1,312
International operations                               445           271

Consolidated operating income before income taxes    2,213         1,583

Applicable income taxes related to operating income    585           308

Consolidated operating income after taxes         $   1,628     $  1,275
Consolidated realized investment gains
 (losses) before income taxes (benefits)              (336)           33
Applicable income taxes (benefits)
  related to realized investment gains (losses)        (73)           11

Consolidated realized investment gains after taxes    (263)           22
Net income                                        $  1,365        $1,297
</TABLE>

CONSOLIDATED RESULTS AND ANALYSIS:

SMC's first three months of 2000 operating earnings were $1.6 million, or 20
cents per diluted share, up 28% and 25%, respectively, over the same three
month period of 1999.  Operating earnings include i) increased net spread
revenue from larger inforce business from the sales of recent periods, and  ii)
higher separate account fees due to an increase in separate account assets for
the period.  These increases were somewhat offset by unfavorable mortality.










               STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

                           _________________________


DOMESTIC OPERATIONS:
<TABLE>
<CAPTION>

                                                     Three Months Ended
                                                           March 31
<S>                                                   <C>           <C>
                                                      2000         1999
                                                    (Dollars in thousands)

Premiums and deposits collected:
Traditional life                               $      3,166     $  3,058

Flexible premium deferred annuities ("FPDA's")       20,744       21,800
Equity-indexed annuities                             17,150       11,196
Other annuities and deposits                          2,599        1,431
Universal and interest-sensitive life                   321          607

   Subtotal - interest sensitive and
     financial products                              40,814       35,034

Total premiums and deposits collected         $      43,980     $ 38,092


Premium income                                $       3,167     $  3,058
Policy income                                         1,907        1,629
Total policy related income                           5,074        4,687

Net investment income                                11,761       10,213
Fees and other income                                 1,338        1,253

Total revenues (a)                                   18,173       16,153


Benefits and claims                                   4,081        3,302
Interest credited on interest sensitive
 annuities and other financial products               6,333        5,836
Amortization                                          1,833        1,501
Other operating expenses                              3,294        3,320
Interest expense and financing costs                    864          882

Total benefits and expenses                          16,405       14,841


Operating income before income taxes                  1,768        1,312

Net realized investment gains (losses)                 (336)          33

Income before income taxes                    $       1,432    $   1,345
</TABLE>

(a)Revenues exclude net realized investment gains (losses)




<PAGE>




               STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

                           _________________________

GENERAL:  This segment consists of revenues earned and expenses  incurred  from
United  States   operations  which  includes  deposits  from  annuity  products
(primarily  FPDA's),  equity-indexed  products,  universal  life  products  and
traditional life  products.   The profitability for this segment is primarily a
function  of  its investment spread  earned  (i.e.  the  excess  of  investment
earnings over interest  credited  on  annuity  and  universal  life  deposits),
persistency  of  the  in-force  business,  mortality  experience  and operating
expenses.    Domestic   operations   include  SMC  and  its  U.S.  consolidated
subsidiaries.

NET  PREMIUM  DEPOSITS consist of FPDA's,  equity-indexed  annuities,  interest
sensitive annuities  and  other  financial  products  that  do  not incorporate
significant mortality features. These premium deposits are not shown as premium
income in the income statement.  Furthermore, a change in premium deposits in a
single  period  does  not  directly cause operating income to change,  although
continued increases or decreases  in  premiums  may  affect  the growth rate of
total assets on which investment spreads are earned.

In the first three months of 2000 net premium deposits increased  $5.8  million
or 17%, to $40.8 million.  The increase relates to i) an increase in the agency
base achieved through the recruitment of high volume agents and larger managing
general  agencies  and  ii)  continued expansion of geographical concentration.
Equity-indexed products contributed  42%  of  net premium deposits in the first
three months of 2000 compared to 32% in the first three months of 1999.

NET  INVESTMENT  INCOME  includes  interest earned  on  invested  assets  which
fluctuates with changes in i) the amount  of average invested assets supporting
insurance liabilities and ii) the yield earned on invested assets.

Net investment income in the first three months of  2000 increased $1.5 million
or 15%, to $11.8 million.  The book value of  average invested assets increased
by $97.3 million or 16% compared to the first three  months  of  1999 primarily
due  to  the  growth in insurance liabilities from the sale of annuity  premium
deposits.  Net investment income was also positively impacted by an increase in
net investment yields for the period.

The net investment  yields  earned  on  average  invested assets were 7.20% and
7.15% for the first three months of 2000 and 1999, respectively.

POLICY INCOME  represents i) mortality charges and  administrative  fees earned
in  universal  life  products  and ii) surrender charges earned as a result  of
terminated universal life and annuity policies.

Policy income increased $.3 million  or 17%, to $1.9 million in the first three
months 2000.  This increase relates to  surrender  charges received as a result
of lowering crediting rates on certain FPDA products,  and mortality charges of
a new universal life product.

BENEFITS AND CLAIMS  include i) paid life insurance claims,  ii)  benefits from
annuity  policies  that  incorporate  significant mortality features and   iii)
changes in future policy reserves.  Throughout  the  Company's  history, it has
experienced periods of higher and lower benefit claims.  Such volatility is not
uncommon  in  the life insurance industry and, over extended periods  of  time,
periods of higher  claim  experience  tend  to  offset  periods of lower claims
experience.   Changes  in  benefits  and claims should be analyzed  along  with
changes in premium income.

Benefits and claims in the first three months of 2000 increased $.8 million, to
$4.1 million and includes higher claim  experience  and the effects of a larger
inforce block of business.

INTEREST CREDITED ON INTEREST SENSITIVE ANNUITIES AND  OTHER FINANCIAL PRODUCTS
represents  interest  credited  to  the  FPDA's,  indexed-annuities,   interest
sensitive and other financial products.

In  the  first three months of 2000 interest credited increased $.5 million  or
9%, to $6.3  million  due  to  the growth in insurance liabilities from premium
deposit sales in recent periods.

The weighted average credited rates for the first three months of 2000 and 1999
were 4.83% and 4.87%, respectively.




<PAGE>




                STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

                           _________________________


AMORTIZATION  includes i) amortization  related to the present value of polices
purchased  from  acquired insurance business,   ii)  amortization  of  deferred
policy acquisition  costs  related  to  capitalized costs of insurance business
sold and iii) amortization of goodwill and organizational costs.

Amortization in the first three months of 2000 increased $.3 million or 22%, to
$1.8 million.  This increase relates to additional  amortization of the present
value  of  future  profits and deferred policy acquisition  costs  due  to  the
recognition  of  additional  profits  from  purchased  insurance  business  and
increased sales of annuity products in recent periods.

OTHER OPERATING EXPENSES  consist  of  general  operating  expenses,  including
salaries, and commission expenses, net of deferrable amounts.

Other  operating  expenses  remained relatively flat for the period.  Operating
efficiencies  achieved enabled  the  company  to  generate  increased  revenues
without a proportionate increase in other operating expenses.

INTEREST EXPENSE  AND FINANCING COSTS  represents interest expense incurred and
the amortization of related debt issuance costs.

Interest expense and financing costs in the first three months of 2000 reflects
a $2.9 million principal payment in  March 2000.

 ______________________________________________________________________________

INTERNATIONAL OPERATIONS:

<TABLE>
<CAPTION>

                                             Three Months Ended
                                                   March 31
<S>                                                  <C>          <C>   <C>

                                           2000               1999
                                           (Dollars in thousands)

Premiums and deposits collected:
  Traditional life                        $      23        $      6
  Separate account deposit  s                26,966          16,269


   Total premiums and deposits collected  $  26,989        $ 16,275


Premium income                            $      11        $      6
Net investment income                           126             133
Separate account fees                         1,227             921

Total revenues                                1,364           1,060

Benefits and claims                             (26)            (58)
Amortization                                    377             248
Other operating expenses                        568             599

Total benefits and expenses                     919             789

Operating income before income taxes      $     445         $   271
</TABLE>

               STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

                           _________________________


GENERAL: This segment  consists  of  revenues earned and expenses incurred from
abroad, primarily Europe, and includes fees collected on deposits from separate
account (unit-linked) products.  The profitability  of  this  segment primarily
depends  on  the  amount  of  separate  account  assets  under management,  the
management  fee charged on those assets and operating expenses.   International
operations  include  Standard  Management  International,  S.A.  and  its  non-
U.S.consolidated subsidiaries ("SMI").

NET INVESTMENT  INCOME   represents  income  earned on corporate assets such as
cash,  short-term  investments  and  fixed securities.  Net  investment  income
fluctuates with changes in the amount  of average invested assets and the yield
earned on such invested assets.

Net investment income was $.1 million for  each  of  the three month periods of
2000 and 1999 on average invested assets of approximately $11.0 million.

The  net  investment yields earned on average invested assets  were  4.18%  and
4.71% for the first three months of 2000 and 1999, respectively.

FEES FROM SEPARATE  ACCOUNTS   represents  the  net  fees earned on the various
unit-linked products sold and fluctuate in relationship with account assets and
the return earned on such assets. Fees include initial  set  up fees on certain
products and annual recurring fees on virtually all products.

Fees  from separate accounts for the first three months of 2000  increased  $.3
million  to  $1.2   million.    This  is due to weighted average assets held in
separate accounts increasing by $94.7 million,  or  43%  for  the period.   Net
deposits from sales of unit-linked products by SMI increased $10.7  million  or
66%, to $27.0 million in the first three months of 2000.

AMORTIZATION  includes  the amortization of deferred acquisition costs, such as
commissions and other costs, directly related to selling new business.

Amortization increased $.l  million  or  52%  to  $.4  million  as  a result of
additional profits realized from increased unit linked sales of recent periods.

OTHER  OPERATING  EXPENSES  consist  of  general  operating expenses, including
salaries, and commission expenses, net of deferrable amounts.

Operating  expenses  remained  relatively  flat  for  the   period.   Operating
efficiencies  achieved  enabled  the  company  to  generate increased  revenues
without a proportionate increase in other operating expenses.

FOREIGN  CURRENCY TRANSLATION:  International operations  are  conducted  using
foreign currencies,  primarily  the  Luxembourg  franc,  which are subsequently
converted into U.S. dollars using a conversion rate.  Although  the  net impact
of   this   translation  is  deemed  immaterial,  individual  income  statement
components from  period  to  period  may be impacted from the strengthening and
destrengthening of the U.S. dollar.




<PAGE>




               STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

                           _________________________

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY OF STANDARD MANAGEMENT (PARENT COMPANY)

Standard Management Corporation ("Standard  Management")  is  a  life insurance
holding company whose liquidity requirements are met through payments  received
from  its  subsidiaries.  These payments include i) surplus debenture interest,
ii) dividends, iii) management fees and iv) rental income, which are subject to
restrictions  under  applicable  insurance  laws  and are used to pay operating
expenses  and  meet  debt  service  obligations.   These  internal  sources  of
liquidity  have  been  supplemented  in the past by external  sources  such  as
revolving credit agreements and long term  debt  and  equity  financing  in the
capital markets.

GENERAL:   On  a  consolidated  GAAP  basis  SMC  reported net cash provided by
operations of $2.0 million for the first three months of 2000. Cash provided by
operations plus net deposits received, less net account  balances  returned  to
policyholders  on  interest  sensitive  annuities and other financial products,
resulted in cash flow of $25.4 million for the first three months of 2000. Cash
generated on a consolidated basis is available  to  Standard Management only to
the  extent  that  it  is  generated  at the Standard Management  level  or  is
available through dividends, interest,  management  fees or other payments from
subsidiaries.

At  April  28,  2000, Standard Management had "parent company  only"  cash  and
short-term investments  of   $.5 million. These funds are available to Standard
Management for general corporate purposes. Standard Management's annual "parent
company only" operating expenses  (not  including  interest  expense) were $4.8
million and $3.1 million for 1999 and 1998, respectively.

Standard  Management  anticipates the available cash from its existing  working
capital, plus anticipated  2000  dividends,  management fees, rental income and
interest  payments  on  its surplus debentures receivable  will  be  more  than
adequate to meet its anticipated  "parent  company  only" cash requirements for
2000.

SURPLUS  DEBENTURE  INTEREST:  From the funds borrowed by  Standard  Management
pursuant to the revolving credit agreements ("credit agreement") and the senior
subordinated convertible note agreements  ("debt  agreement') described in Note
2,  $27.0  million  was loaned to Standard Life Insurance  Company  of  Indiana
("Standard Life") pursuant  to unsecured surplus debenture agreements ("surplus
debentures") which requires Standard  Life  to make quarterly interest payments
to Standard Management at a variable corporate base rate plus 2% per annum, and
annual  principal  payments of $1.0 million per  year  beginning  in  2007  and
concluding in 2033.   The  interest  and  principal  payments  are  subject  to
quarterly  approval  by  the  Indiana  Department  of Insurance, depending upon
satisfaction of certain financial tests relating to  levels  of Standard Life's
capital  and  surplus and general approval of the Commissioner of  the  Indiana
Department  of Insurance.   Standard  Management  currently  anticipates  these
quarterly approvals  will  be  granted.  Assuming the approvals are granted and
the March 31, 2000 interest rate  of 10.75% continues, Standard Management will
receive interest income of $2.9 million from the Surplus Debentures in 2000.

DIVIDENDS:   Laws  applicable  to  insurance  companies  limit  dividends  from
Standard  Life  to Standard Management.   As  an  Indiana  domiciled  insurance
company, Standard  Life  may  pay  a  dividend or distribution from its surplus
profits,  without  the  prior  approval of  the  Commissioner  of  the  Indiana
Department of Insurance, if the  dividend  or  distribution,  together with all
other dividends and distributions paid within the preceding twelve months, does
not exceed the greater of (i) net gain from operations or (ii)  10% of surplus,
in  each case as shown in its preceding annual statutory financial  statements.
Standard Life paid a dividend of $2.0 million in first quarter 2000 and has the
ability to pay an additional $2.l million in 2000 if necessary.

MANAGEMENT  FEES:   Pursuant to a management services' agreement, Standard Life
paid Standard Management  $.9  million  for the first three months  of 2000 for
certain  management  services  related  to  the   production  of  business  and
investment  of  assets.  In  addition,  Dixie National Life  Insurance  Company
("Dixie Life') paid Standard Life $.3 million in the first three months of 2000
for certain management services provided.   Both  of  these  agreements provide
that  they  may  be  modified  or  terminated  by  the  Indiana and Mississippi
Departments of Insurance in the event of financial hardship of Standard Life or
Dixie Life.




<PAGE>




               STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

                           _________________________

EQUIPMENT RENTAL FEES:  Standard Management charged subsidiaries $.3 million in
the  first  three  months  of 2000 for the use of equipment owned  by  Standard
Management.

LIQUIDITY OF INSURANCE OPERATIONS

U.S. INSURANCE OPERATIONS:   The  principal  liquidity requirements of Standard
Life  are  its  contractual  obligations  to  policyholders,   dividend,  rent,
management fee and surplus debenture payments to Standard Management  and other
operating  expenses.  The  primary source of funding for these obligations  has
been cash flow from premium income, net investment income, investment sales and
maturities and sales of FPDA's.  These  sources  of liquidity for Standard Life
significantly exceed scheduled uses. Liquidity is  also affected by unscheduled
benefit   payments  including  death  benefits  and  policy   withdrawals   and
surrenders.  The  amount of withdrawals and surrenders is affected by a variety
of  factors such as  renewal  interest  crediting  rates,  interest  rates  for
competing  products,  general  economic  conditions,  Standard Life's A.M. Best
rating (currently rated "B+") and events in the insurance  industry that affect
policyholders' confidence.

The  policies  and  annuities  issued by Standard Life contain provisions  that
allow policyholders to withdraw  or  surrender  their  policies  under  defined
circumstances.  These policies and annuities generally contain provisions  that
apply penalties or otherwise restrict the ability of policyholders to make such
withdrawals or surrenders.  Standard  Life  closely  monitors the surrender and
policy loan activity of its insurance products and manages  the  composition of
its investment portfolios, including liquidity, in light of such activity.

Changes  in  interest  rates may affect the incidence of policy surrenders  and
other  withdrawals.  In  addition   to   the  potential  effect  on  liquidity,
unanticipated  withdrawals  in  a  changing  interest  rate  environment  could
adversely affect earnings if SMC were required  to  sell investments at reduced
values  to  meet  liquidity  demands.  SMC  manages  the  asset  and  liability
portfolios in order to minimize the adverse earnings effect  of changing market
interest rates. SMC seeks assets that have duration characteristics  similar to
the liabilities that they support. SMC also prepares cash flow projections  and
performs cash flow tests under various market interest rate scenarios to assist
in  evaluating  liquidity needs and adequacy. SMC's U.S. insurance subsidiaries
currently expect  available  liquidity  sources  and  future  cash  flows to be
adequate to meet the demand for funds.

Statutory  surplus  is  computed according to rules prescribed by the NAIC,  as
modified by the Indiana Department  of  Insurance,  or  the  state in which the
insurance  subsidiaries do business. Statutory accounting rules  are  different
from GAAP and  are  intended  to  reflect a more conservative perspective. With
respect  to  new  business,  statutory   accounting   practices  require  that:
(i)  acquisition  costs  (primarily  commissions and policy  issue  costs)  and
(ii) reserves for future guaranteed principal  payments  and interest in excess
of statutory rates, be expensed in the year the new business  is written. These
items  cause a reduction in statutory surplus ("surplus strain")  in  the  year
written  for many insurance products. SMC designs its products to minimize such
first-year  losses,  but  certain  products continue to cause statutory surplus
strain in the year written. For each  product,  SMC  controls the amount of net
new  premiums  written  to  manage  the  effect of such surplus  strain.  SMC's
long-term  growth  goals  contemplate  continued   growth   in   its  insurance
businesses.  To  achieve  these growth goals, SMC's U.S. insurance subsidiaries
will  need  to  increase statutory  surplus.  Standard  Management  may  secure
additional statutory  surplus  through  various  sources such as infusions with
funds generated through debt or equity offerings or  mergers  with  other  life
insurance companies. If additional capital is not available from one or more of
these sources, SMC believes that it could reduce surplus strain through the use
of reinsurance or through reduced writing of new business.

Management  believes  that  the  operational cash flow of Standard Life will be
sufficient to meet its anticipated  needs  for  2000.   As  of  March 31, 2000,
Standard  Life  had  statutory  capital and surplus for regulatory purposes  of
$42.0 million.  As the life insurance and annuity business produced by Standard
Life increases, Standard Life expects  to continue to satisfy statutory capital
and surplus requirements through statutory  profits,  the continued reinsurance
of  a  portion  of  its  new business and additional capital  contributions  by
Standard  Management.   If the  need  arises  for  cash  that  is  not  readily
available, additional liquidity  could  be  obtained  from the sale of invested
assets.

Effective January 1, 1999 the Company decided to no longer  sell  new  business
through Dixie Life.  This decision is not expected to have a material effect on
operations or financial condition of the Company.





<PAGE>




                STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

                           _________________________



INTERNATIONAL  OPERATIONS:   SMI  dividends  are  limited  to  its  accumulated
earnings  without regulatory approval.  SMC does not anticipate dividends  from
SMI in 2000.

IMPACT OF YEAR 2000

The Company  updated its main operating computer systems in 1995 with Year 2000
ready systems.   Since  that  time  the  Company has completed modifications or
conversions  of  other portions of its software,  hardware  and  imbedded  chip
technology so that  its computer systems will function properly with respect to
dates in the year 2000  and  thereafter.   The  Company believes that with such
modifications and conversions, the Year 2000 issue  will  not  pose significant
operational problems for its computer systems.

FORWARD-LOOKING STATEMENTS

All  statements,  trend  analyses,  and  other  information contained  in  this
quarterly report on Form 10-Q or any document incorporated  by reference herein
relative  to  markets  for the Company's products and trends in  the  Company's
operations or financial  results,  as  well as other statements including words
such as "anticipate,"  "believe,"  "plan,"  "estimate," "expect," "intend," and
other  similar  expressions, constitute forward-looking  statements  under  the
Private Securities  Litigation  Reform  Act  of  1995.   These  forward-looking
statements  are  subject  to known and unknown risks, uncertainties  and  other
factors which may cause actual  results  to  be materially different from those
contemplated by the forward-looking statements.   Such factors include, but are
not limited to:  (i) general economic conditions and  other  factors, including
prevailing interest rate levels, stock market performance which  may affect the
ability of the Company to sell its products, the market value of the  Company's
investments  and  the  lapse  rate and profitability of the Company's policies;
(ii)  the  Company's  ability  to achieve  anticipated  levels  of  operational
efficiencies at recently acquired  companies,  as  well  as through other cost-
saving  initiatives;  (iii)  customer  response  to new products,  distribution
channels and marketing initiatives; (iv) mortality, morbidity and other factors
which  may affect the profitability of the Company's  insurance  products;  (v)
changes  in  the  Federal  income  tax laws and regulation which may affect the
relative  tax advantages of some of the  Company's  products;  (vi)  increasing
competition  in the sale of the Company's products; (vii) regulatory changes or
actions, including those relating to regulation of financial services affecting
bank sales and  underwriting  of  insurance  products,  regulation of the sale,
underwriting  and  pricing of insurance products; (viii) the  availability  and
terms of future acquisitions; and (ix) the risk factors or uncertainties listed
from time to time in any document incorporated by reference herein.

ITEM 3.     QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company's market  risks  and  the  way  they  are managed are summarized in
management's  discussion  and analysis of financial condition  and  results  of
operations as of December 31, 1999, included in the Company's December 31, 1999
Form 10-K.  There have been  no  material changes in 2000 to these risks or the
management of such risks.




















               STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

                           _________________________



                          PART II.  OTHER INFORMATION


ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits

Exhibit 27  Financial Data Schedule, which is submitted electronically pursuant
to Regulation S-K to the Securities and Exchange  Commission (the "Commission")
for information only and not filed.


(b) Reports ON FORM 8-K

No reports on Form 8-K were filed with the Commission in first quarter of 2000.



                                  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.


Dated:   May 12, 2000


STANDARD MANAGEMENT CORPORATION
(Registrant)

By:RONALD D. HUNTER
Ronald D. Hunter
Chairman of the Board, President and
Chief Executive Officer
(Principal Executive Officer)

By:GERALD R. HOCHGESANG
Gerald R. Hochgesang
Senior Vice President and Treasurer
(Chief Accounting Officer)