<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 10-Q/A


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

                FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001 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)

10689 N. Pennsylvania Avenue, Indianapolis, Indiana           46280
     (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 [X] No [ ]

As of May 1, 2001, the Registrant had 7,545,156 shares of Common Stock
outstanding.



<PAGE>   2



                         STANDARD MANAGEMENT CORPORATION

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                           PAGE NUMBER
                                                                                                           -----------
<S>        <C>                                                                                             <C>

Part I.    FINANCIAL INFORMATION:

Item 1.    Financial Statements

           Consolidated Balance Sheets --
           March 31, 2001 (Unaudited) and December 31, 2000 (Audited)........................................  3

           Consolidated Statements of Income --
           For the Three Months Ended March 31, 2001 and 2000 (Unaudited)....................................  4

           Consolidated Statements of Shareholders' Equity --
           For the Three Months Ended March 31, 2001 and 2000 (Unaudited)....................................  5

           Consolidated Statements of Cash Flows --
           For the Three Months Ended March 31, 2001 and 2000 (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 - 18

Item 3.    Quantitative and Qualitative Disclosures about Market Risk........................................  18

Part II.   OTHER INFORMATION:

Item 6.    Exhibits and Reports on Form 8-K..................................................................  19

           SIGNATURES........................................................................................  19
</TABLE>


                                        2
<PAGE>   3



                         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
                                                                                                2001                  2000
                                                                                             -----------           -----------
                                                                                             (Unaudited)            (Audited)
                                     ASSETS
<S>                                                                                          <C>                   <C>
Investments:
  Securities available for sale:
    Fixed maturity securities, at fair value (amortized cost: $756,417 in 2001
      and $742,597 in 2000) .......................................................          $   744,846           $   718,912
    Equity securities, at fair value (cost: $538 in 2001 and 2000) ................                  383                   362
  Mortgage loans on real estate ...................................................                4,399                 4,778
  Policy loans ....................................................................               14,293                14,280
  Real estate .....................................................................               10,884                 8,847
  Other invested assets ...........................................................                  776                   776
  Short-term investments ..........................................................               29,992                12,489
                                                                                             -----------           -----------
        Total investments .........................................................              805,573               760,444
Cash ..............................................................................                5,504                 1,840
Accrued investment income .........................................................               11,537                12,298
Amounts due and recoverable from reinsurers .......................................               42,055                43,158
Deferred policy acquisition costs .................................................               97,498                91,855
Present value of future profits ...................................................               24,064                26,343
Goodwill ..........................................................................                5,363                 5,430
Other assets ......................................................................                7,327                 8,650
Assets held in separate accounts ..................................................              496,025               520,439
                                                                                             -----------           -----------
         Total assets .............................................................          $ 1,494,946           $ 1,470,457
                                                                                             ===========           ===========

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
   Insurance policy liabilities ...................................................          $   878,660           $   837,345
   Accounts payable and accrued expenses ..........................................                6,978                 7,347
   Notes payable ..................................................................               28,300                31,500
   Deferred federal income taxes ..................................................                7,473                 4,397
   Liabilities related to separate accounts .......................................              496,025               520,439
                                                                                             -----------           -----------
         Total liabilities ........................................................            1,417,436             1,401,028
                                                                                             -----------           -----------


Series A convertible redeemable preferred stock, par value $100 per share;
   Authorized 130,000; 65,300 issued and outstanding in 2001 and 2000 .............                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 in 2001 and 2000 ............               63,113                63,019
   Treasury stock, at cost, 1,492,978 shares in 2001 and 2000 .....................               (7,589)               (7,589)
   Accumulated other comprehensive loss ...........................................               (5,894)              (12,008)
   Retained earnings ..............................................................               21,350                19,477
                                                                                             -----------           -----------
         Total shareholders' equity ...............................................               70,980                62,899
                                                                                             -----------           -----------
         Total liabilities and shareholders' equity ...............................          $ 1,494,946           $ 1,470,457
                                                                                             ===========           ===========
</TABLE>


         See accompanying notes to consolidated financial statements.

                                       3
<PAGE>   4

                STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

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



<TABLE>
<CAPTION>
                                                                               Three Months Ended
                                                                                    March 31
                                                                           ---------------------------
                                                                             2001               2000
                                                                           --------           --------
<S>                                                                        <C>                <C>
Revenues:
        Premium income ..........................................          $  2,770           $  3,178
        Net investment income ...................................            13,714             11,995
        Call option losses ......................................            (2,577)              (108)
        Net realized investment gains (losses) ..................                72               (336)
        Policy income ...........................................             1,909              1,907
        Separate account fees ...................................             1,500              1,227
        Fees and other income ...................................             1,684              1,338
                                                                           --------           --------
                Total revenues ..................................            19,072             19,201

Benefits and expenses:
        Benefits and claims .....................................             2,380              4,055
        Interest credited to interest-sensitive annuities and
            other financial products ............................             5,501              6,333
        Amortization ............................................             1,895              2,210
        Commission expenses .....................................             1,777                471
        Other operating expenses ................................             4,114              3,391
        Interest expense and financing costs ....................               816                864
                                                                           --------           --------
            Total benefits and expenses .........................            16,483             17,324

Income before federal income taxes and preferred
        stock dividends .........................................             2,589              1,877
Federal income tax expense ......................................               589                512

Net income ......................................................             2,000              1,365
Preferred stock dividends .......................................              (127)              (127)
                                                                           --------           --------
Earnings available to common shareholders .......................          $  1,873           $  1,238
                                                                           ========           ========

Earnings per share - basic:
        Net income ..............................................          $    .27           $    .18
        Preferred stock dividends ...............................              (.02)              (.02)
                                                                           --------           --------
        Earnings available to common shareholders ...............          $    .25           $    .16
                                                                           ========           ========

Earnings per share - diluted:
        Net income ..............................................          $    .24           $    .17
        Preferred stock dividends ...............................                --               (.01)
                                                                           --------           --------
        Earnings available to common shareholders ...............          $    .24           $    .16
                                                                           ========           ========
</TABLE>


         See accompanying notes to consolidated financial statements.


                                       4
<PAGE>   5


                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            loss        earnings
                                                              --------     ----------    ---------     -------------    ---------
<S>                                                           <C>          <C>           <C>           <C>              <C>

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 $478 ..............................          834                                         834
      Change in foreign currency translation ............           (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
                                                              ========      ========      =======         ========       =======


Balance at January 1, 2001 ..............................     $ 62,899      $ 63,019      $(7,589)        $(12,008)      $19,477

Comprehensive income:
   Net income ...........................................        2,000                                                     2,000
   Other comprehensive income:
      Change in unrealized gain (loss) on securities,
         net taxes of $2,505 ............................        5,001                                       5,001
      Change in foreign currency translation ............        1,113                                       1,113
                                                              --------
         Other comprehensive income .....................        6,114
                                                              --------
           Comprehensive income .........................        8,114

    Issuance of common stock and warrants ...............           94            94

      Preferred stock dividends .........................         (127)                                                     (127)
                                                              --------      --------      -------         --------       -------
Balance at March 31, 2001 ...............................     $ 70,980      $ 63,113      $(7,589)        $ (5,894)      $21,350
                                                              ========      ========      =======         ========       =======
</TABLE>

         See accompanying notes to consolidated financial statements.


                                       5
<PAGE>   6

                STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

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



<TABLE>
<CAPTION>
                                                                                                Three Months Ended
                                                                                                      March 31
                                                                                             --------------------------
                                                                                                2001             2000
                                                                                             ---------         --------

<S>                                                                                          <C>               <C>
OPERATING ACTIVITIES
Net income ..........................................................................        $   2,000         $  1,365
Adjustments to reconcile net income to net cash provided by operating activities:
   Amortization of deferred acquisition costs .......................................            1,263            1,427
   Deferral of acquisition costs ....................................................           (9,821)          (7,155)
   Deferred federal income taxes ....................................................              481             (352)
   Depreciation and amortization ....................................................              816              880
   Insurance policy liabilities .....................................................            4,920            5,279
   Net realized investment (gains) losses ...........................................              (73)             336
   Accrued investment income ........................................................              761              453
   Other ............................................................................               49             (185)
                                                                                             ---------         --------
      Net cash provided by operating activities .....................................              396            2,048

INVESTING ACTIVITIES
Fixed maturity securities available for sale:
   Purchases ........................................................................         (129,298)         (30,354)
   Sales ............................................................................          110,391           16,608
   Maturities, calls and redemptions ................................................            6,113            2,425
Short-term investments, net .........................................................          (17,556)          (7,050)
Other investments, net ..............................................................           (2,142)          (1,787)
                                                                                             ---------         --------
      Net cash used by investing activities .........................................          (32,492)         (20,158)
                                                                                             ---------         --------

FINANCING ACTIVITIES
Repayments on notes payable .........................................................           (3,200)          (2,900)
Premiums received on interest-sensitive annuities and other financial products
   credited to policyholder account balances, net of premiums ceded .................           63,909           40,815
Return of policyholder account balances on interest-sensitive annuities and other
   financial products ...............................................................          (24,916)         (17,460)
Issuance of common stock and warrants ...............................................               94               --
Dividends on preferred stock ........................................................             (127)            (127)
                                                                                             ---------         --------
      Net cash provided by financing activities .....................................           35,760           20,328
                                                                                             ---------         --------

Net increase in cash ................................................................            3,664            2,218

Cash at beginning of period .........................................................            1,840            3,659
                                                                                             ---------         --------

Cash at end of period ...............................................................        $   5,504         $  5,877
                                                                                             =========         ========
</TABLE>


         See accompanying notes to consolidated financial statements.


                                       6
<PAGE>   7


                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 our 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 2001 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 ("Standard Management") requires us to make
estimates and assumptions that affect the amounts reported in the consolidated
financial statements and accompanying notes. For example, we use 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, our financial statements could
be affected.

         In June 1998, the Financial Accounting Standards Board ("FASB") issued
Statement No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("FASB 133"). FASB 133 requires companies to record derivatives on
the balance sheet as assets and or liabilities measured at fair value. We
adopted FASB 133 on January 1, 2001. The adoption of FASB 133 resulted in an
immaterial impact to net income, however, its application increased the
volatility of certain income and expense items. Also refer to "Management's
Discussion and Analysis of Financial Condition and Results of Operations" in
Item 2.

         For further information, refer to the consolidated financial statements
and related footnotes included in our Annual Report on Form 10-K for the year
ended December 31, 2000.



NOTE 2 -- NOTES PAYABLE

         Notes payable of SMC are as follows (in thousands):

<TABLE>
<CAPTION>
                                                                       Interest         March 31      December 31
                                                                          Rate            2001           2000
                                                                       ---------        --------      -----------
         <S>                                                           <C>              <C>           <C>
         Borrowings under revolving credit agreements                    9.71%(1)        $17,300          $20,500
         Senior subordinated convertible notes                          10.00%            11,000           11,000
                                                                                        --------      -----------
                                                                                          $28,300         $31,500
                                                                                        ========      ===========
</TABLE>

(1)      Current weighted average rate at March 31, 2001.


         We made a scheduled principal payment of $3.2 million on the borrowings
under revolving credit agreements in March 2001. The next scheduled payment of
$4.3 million is due in March 2002.


                                       7
<PAGE>   8


                STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)


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

The balance sheet caption "Accumulated other comprehensive loss" in
shareholders' equity includes unrealized loss on securities available for sale
which is summarized as follows (in thousands):


<TABLE>
<CAPTION>
                                                                         March 31         December 31
                                                                            2001              2000
                                                                         ---------        -----------
<S>                                                                      <C>              <C>
Fair value of securities available for sale .....................        $ 745,229         $ 719,274
Amortized cost of securities available for sale .................          756,955           743,135
                                                                         ---------         ---------
      Gross unrealized loss on securities available for sale ....          (11,726)          (23,861)
Adjustments for:
   Deferred policy acquisition costs ............................            2,937             5,852
   Present value of future profits ..............................            1,676             3,389
   Deferred federal income tax liability ........................            2,472             4,977
                                                                         ---------         ---------
      Net unrealized loss on securities available for sale ......        $  (4,641)        $  (9,643)
                                                                         =========         =========
</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
                                                                                             March 31
                                                                                   -------------------------------
                                                                                       2001                2000
                                                                                   -----------         -----------
<S>                                                                                <C>                 <C>
Income:
Net income ................................................................        $     2,000         $     1,365
Preferred stock dividends .................................................               (127)               (127)
                                                                                   -----------         -----------
Income available to common shareholders for basic earnings per share ......              1,873               1,238

Effect of dilutive securities:
   Interest on subordinated convertible debt ..............................                 --                 250
   Preferred stock dividends ..............................................                127                  --
                                                                                   -----------         -----------

Income available to common shareholders for diluted earnings per share ....        $     2,000         $     1,488
                                                                                   ===========         ===========

Shares:
Weighted average shares outstanding for basic earnings per share ..........          7,545,156           7,785,156

Effect of dilutive securities:
   Stock options ..........................................................              7,701              22,393
   Stock warrants .........................................................             34,936               1,970
   Subordinated convertible debt ..........................................                 --           1,740,038
   Preferred stock ........................................................            768,235                  --
                                                                                   -----------         -----------

   Dilutive potential common shares .......................................            810,872           1,764,401
                                                                                   -----------         -----------

Weighted average shares outstanding for diluted earnings per share ........          8,356,028           9,549,557
                                                                                   ===========         ===========
</TABLE>


                                       8
<PAGE>   9



                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 our Form 10-K for the year
ended December 31, 2000 should be read in conjunction with both sets of
consolidated financial statements.

Comparison of the Three Month Period Ended March 31, 2001 and March 31, 2000:

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

<TABLE>
<CAPTION>
                                                                                                  Three Months Ended
                                                                                                       March 31
                                                                                                 ---------------------
                                                                                                  2001           2000
                                                                                                 ------        -------
                                                                                                 (Dollars in thousands)
<S>                                                                                              <C>           <C>
Operating income before income taxes:

     Domestic operations ................................................................        $1,807        $ 1,768
     International operations ...........................................................           709            445
                                                                                                 ------        -------

     Consolidated operating income before income taxes ..................................         2,516          2,213
     Applicable income taxes related to operating income ................................           530            585
                                                                                                 ------        -------

            Consolidated operating income after taxes ...................................         1,986          1,628
                                                                                                 ------        -------

     Consolidated realized investment gains (losses) before income taxes (benefits) .....            72           (336)
     Applicable income taxes (benefits) related to realized investment gains (losses) ...            58            (73)
                                                                                                 ------        -------

            Consolidated realized investment gains (losses) after taxes (benefits) ......            14           (263)
                                                                                                 ------        -------

            Net income ..................................................................        $2,000        $ 1,365
                                                                                                 ======        =======
</TABLE>

Consolidated Results and Analysis:

         Net income for the three month period ended March 31, 2001 was $2.0
million, or 24 cents per diluted share, which is up 47% and 41%, respectively,
over the comparable 2000 period. This increase resulted from 1) separate account
fees of $1.5 million compared to $1.2 million, 2) paid life insurance claims, or
mortality experience, of $1.7 million compared to $1.9 million, 3) a lower
marginal tax rate due to the utilization of our net operating loss
carryforwards, and 4) realized investment losses of $.3 million in the 2000
period. Our operating income for 2001 was $2.0 million, an increase of 22% over
the comparable 2000 period. Operating income represents income before
extraordinary gains (losses), excluding net realized investment gains (losses)
(less income taxes (benefits) and amortization relating to such gains (losses)).
Operating income is not a GAAP measure of performance and should be reviewed in
conjunction with net income and cash flow information included elsewhere in this
report.


                                       9
<PAGE>   10



                STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

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

Domestic Operations:



<TABLE>
<CAPTION>
                                                                                        Three Months Ended
                                                                                             March 31
                                                                                     -------------------------
                                                                                        2001             2000
                                                                                     --------         --------
                                                                                       (Dollars in thousands)
<S>                                                                                  <C>              <C>
Premiums and deposits collected:

  Traditional life ..........................................................        $  2,756         $  3,166
                                                                                     --------         --------

  Flexible premium deferred annuities ("FPDA's") ............................          33,862           20,744
  Equity-indexed annuities ..................................................          18,189           17,150
  Single premium immediate annuities ("SPIA's") and other deposits ..........          11,690            2,599
  Universal and interest-sensitive life .....................................             168              321
                                                                                     --------         --------

                Subtotal - interest sensitive and other financial products ..          63,909           40,814
                                                                                     --------         --------

         Total premiums and deposits collected ..............................        $ 66,665         $ 43,980
                                                                                     ========         ========

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

Premium income ..............................................................        $  2,756         $  3,167
Policy income ...............................................................           1,908            1,907
                                                                                     --------         --------
         Total policy related income ........................................           4,664            5,074

Net investment income .......................................................          13,581           11,869
Call option losses ..........................................................          (2,577)            (108)
Fees and other income .......................................................           1,684            1,338
                                                                                     --------         --------

         Total revenues (a) .................................................          17,352           18,173
                                                                                     --------         --------

Benefits and claims .........................................................           2,402            4,081
Interest credited to interest sensitive annuities and other financial
  Products ..................................................................           5,502            6,333
Amortization ................................................................           2,025            1,833
Commission expenses .........................................................           1,765              422
Other operating expenses ....................................................           3,035            2,872
Interest expense and financing costs ........................................             816              864
                                                                                     --------         --------

         Total benefits and expenses ........................................          15,545           16,405
                                                                                     --------         --------

         Operating income before income taxes ...............................           1,807            1,768

Net realized investment gains (losses), net of related amortization .........              72             (336)
                                                                                     --------         --------

         Income before income taxes .........................................        $  1,879         $  1,432
                                                                                     ========         ========
</TABLE>

(a) Total revenues exclude net realized investment gains (losses), net of
    related amortization.


                                       10
<PAGE>   11



                STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

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


General: This segment consists of revenues earned and expenses incurred from our
United States operations, which includes income from our annuity products
(primarily FPDA's), equity-indexed products, SPIA's, universal life products and
traditional life products. This segment's profitability 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 management of operating expenses.
Domestic operations include our U.S. consolidated subsidiaries.

Premium deposits consist of our FPDA's, equity-indexed annuities, SPIA's,
interest sensitive annuities and other financial products that do not
incorporate significant mortality features. For GAAP, 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 our 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.

-        Premium deposits for the three month period ending March 31, 2001
         received from the sale of FPDA's, equity-indexed annuities, interest
         sensitive annuities and other financial products, increased $23.1
         million or 57%, to $63.9 million, compared to the three month period
         ending March 31, 2000. This increase relates to 1) a continued increase
         in the agency base achieved through the recruitment of high volume
         agents and larger managing general agencies, 2) favorable agent
         retention, 3) enhanced presence in the SPIA market and 4) the
         development of an interactive agent website.

Premium income consists of premiums earned from traditional life products and
other policies that incorporate significant mortality features.

-        Premium income for the three month period ending March 31, 2001
         decreased by $.4 million or 13%, to $2.8 million compared to the same
         period in 2000. The decrease consists of a decline in renewal premiums
         due to a reduction in the inforce policies that incorporate significant
         mortality features.

Policy income represents 1) mortality charges and administrative fees earned on
universal life products and 2) surrender income earned as a result of terminated
universal life and annuity policies.

-        Policy income was unchanged at $1.9 million for the three month period
         ending March 31, 2001 compared to the three month period ending March
         31, 2000. This is largely due to the stability of withdrawals by
         policyholders for both periods.

Net investment income includes interest earned on invested assets which
fluctuates with changes in 1) the amount of average invested assets supporting
insurance liabilities and 2) the average yield earned on invested assets.

-        Net investment income for the three month period ended March 31, 2001
         increased by $1.7 million or 14%, to $13.6 million compared to the
         period ending March 31, 2000. Net investment income increased as a
         result of a $103.2 million or 15% increase in the book value of the
         weighted average invested assets for the period.

-        The net investment yields earned on average invested assets were 7.24%
         and 7.19% for the three month periods ending March 31, 2001 and 2000,
         respectively.

Call option losses relate to equity-indexed products which are hedged with call
options to limit risk against unusually high crediting rates from favorable
returns in the equity market. The market value of these options fluctuate from
period to period and are substantially offset by amounts credited to
policyholder account balances.

-        Call option losses for the three month period ending March 31, 2001
         increased by $2.5 million to ($2.6) million compared to the same period
         ending March 31, 2000. This increase was due to the continued
         unfavorable impact from changes in the market value of our call
         options. Also refer to "Interest credited to interest sensitive
         annuities and other financial products".

Fee and other income consists of fee income related to servicing blocks of
business for unaffiliated companies, experience refunds and commission income.


                                       11
<PAGE>   12

                STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

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


-        Fee and other income increased $.3 million or 26%, to $1.7 million and
         includes commission income from the Savers Marketing Administrative
         Agreement.

Benefits and claims include 1) paid life insurance claims, 2) benefits from
other policies that incorporate significant mortality features and 3) changes in
future policy reserves. Throughout our history, we have experienced periods of
higher and lower benefit claims. This volatility is not uncommon in the life
insurance industry and, over extended periods of time, periods of higher claims
experience tend to offset periods of lower claims experience.

-        Benefits and claims for the three month period ended March 31, 2001
         decreased $1.7 million to $2.4 million, a decrease of 41% compared to
         the same period for 2000. This decrease includes $.9 million from the
         SPIA reserves, which is offset by a comparable increase in commission
         expenses. In addition, we experienced favorable mortality of $.2
         million compared to the period ending March 31, 2000.

Interest credited to interest sensitive annuities and other financial products
represents interest credited to insurance liabilities of the FPDA's,
equity-indexed annuities, SPIA's, interest sensitive and other financial
products. This expense fluctuates with changes in 1) average interest-sensitive
insurance liabilities, 2) the average credited rate on those liabilities, 3) the
impact of adopting FASB 133 and 4) market value fluctuations of call options.

-        During the first quarter of 2001, interest credited decreased $.8
         million to $5.5 million, a decrease of 13% compared to the first
         quarter of 2000. This decrease includes a $2.5 million decline in the
         market value of liabilities supporting equity-indexed products. These
         decreases were offset by increased interest credited due to a 16%
         increase in average interest sensitive liabilities of $92.5 million, a
         higher average credited rate for the period and a $.4 million increase
         due to the adoption of FASB 133.

The weighted average credited rates for the three month periods ending March 31,
2001 and 2000, were 4.93% and 4.82%, respectively.

Amortization includes 1) amortization related to the present value of our
policies purchased from acquired insurance businesses, 2) amortization of
deferred acquisition costs related to capitalized costs of our insurance
business sold, 3) amortization of goodwill and organizational costs and 4) the
impact of adopting FASB 133.

-        Amortization for the three month period ending March 31, 2001 was $2.0
         million, an increase of $.2 million compared to the three month period
         ending March 31, 2000. This increase includes the recognition of
         additional profits from increased sales of annuity products during
         recent periods. Amortization was reduced, however, by $.3 million as a
         result of adopting FASB 133.

Commission expenses represent commission expenses, net of deferrable amounts.

-        Commission expenses increased $1.3 million to $1.8 million primarily
         due to nondeferrable commissions related to SPIA sales in the first
         quarter of 2001, which is offset by a comparable decrease in benefits
         and claims.


                                       12
<PAGE>   13


                STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

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


Other operating expenses consist of general operating expenses, including
salaries, net of deferrable amounts.

-        Other operating expenses for the first quarter of 2001 increased $.2
         million or 6%, to $3.0 million compared to the first quarter of 2000.
         The increase included additional premium tax expense due to changing
         product mix.

Interest expense and financing costs represents interest expense incurred and
the amortization of related debt issuance costs.

-        Interest expense and financing costs remained at $.8 million for the
         three month period ending March 31, 2001 and 2000, respectively.
         Average borrowings declined $3.2 million in the 2001 period but were
         offset by an increased interest rate for the same period.

Net realized investment gains (losses), net of related amortization fluctuate
from period to period and generally arise when securities are sold in response
to changes in the investment environment. Realized investment gains (losses) can
affect the timing of the amortization of deferred acquisition costs and the
amortization of the present value of future profits.

-        Net realized investment gains, net of related costs increased $.3
         million in the first quarter of 2001. The increased gains are a
         function of general trading activity for the period.

-        Approximately 96% of the Company's fixed maturity securities are
         classified as investment grade at March 31, 2001.

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

International Operations:


<TABLE>
<CAPTION>
                                                               Three Months Ended
                                                                    March 31
                                                            -------------------------
                                                              2001             2000
                                                            --------         --------
                                                             (Dollars in thousands)
<S>                                                         <C>              <C>
Premiums and deposits collected:
  Traditional life .................................        $     14         $     11
  Separate account deposits ........................          28,670           29,966
                                                            --------         --------

           Total premiums and deposits collected ...        $ 28,684         $ 29,977
                                                            ========         ========

Premium income .....................................        $     14         $     11
Net investment income ..............................             133              126
Separate account fees ..............................           1,500            1,227
                                                            --------         --------
           Total revenues ..........................           1,647            1,364
                                                            --------         --------

Benefits and claims ................................             (22)             (26)
Amortization .......................................            (130)             377
Commission expenses ................................              12               49
Other operating expenses ...........................           1,078              519
                                                            --------         --------
           Total benefits and expenses .............             938              919
                                                            --------         --------

           Income before income taxes ..............        $    709         $    445
                                                            ========         ========
</TABLE>


                                       13
<PAGE>   14



                STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

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


General: International operations include our revenues earned and expenses
incurred from abroad, primarily Europe, and include fees collected on deposits
from unit-linked assurance 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 management of 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
and short-term investments.

-        Net investment income remained at $.1 million for each of the three
         month periods ending March 31, 2001 and 2000, respectively. Corporate
         assets averaged $12.9 million and $11.1 million for the first quarter
         of 2001 and 2000, respectively, and primarily consist of cash and
         short-term investments.

-        The net investment yields earned on average invested assets were 4.13%
         and 4.53% for the three month periods ending March 31, 2001 and 2000,
         respectively.

Fees from separate accounts represents the net fees earned on the various
unit-linked products sold and fluctuate in relationship to total separate
account assets and the fees earned on those assets. Fees include initial set up
fees on certain products and annual recurring fees on almost all products.

-        Fees from separate accounts for the first quarter of 2001 increased $.3
         million or 22%, to $1.5 million compared to the first quarter of 2000.
         This increase is primarily due to an increase of 41% in the average
         value of assets held in separate accounts for the 2001 period. Actual
         separate account assets increased $96.1 million or 24%, to $496.0
         million. Fees were unfavorably impacted by $.4 million due to changes
         in the value of foreign currencies relative to the U.S. dollar.
         Excluding the impact of foreign currencies, fees increased $.7 million
         or 58%, to $1.9 million.

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

-        Amortization for the three month period ending March 31, 2001 decreased
         $.5 million to ($.1) million compared to the same three month period
         ending March 31, 2000. This decrease is primarily related to the
         favorable impact of $.5 million from changes in the value of foreign
         currencies relative to the U.S. dollar. Excluding the impact of foreign
         currencies, amortization was $.4 million for each of the two reporting
         periods.

Commission expenses represent commission expenses, net of deferrable amounts.

-        Commission expenses remained unchanged at less than $.1 million for
         both periods ending March 31, 2001 and 2000, respectively.

Other operating expenses consist of general operating expenses, including
salaries, net of deferrable amounts.

-        Other operating expenses for the three month period ending March 31,
         2001 increased $.6 million to $1.1 million when compared to the three
         month period ending March 31, 2000. This increase relates primarily to
         increased 1) management fees charged by Standard Management and 2)
         professional fees.

Foreign currency translation comparisons between the quarters ending March 31,
2001 and March 31, 2000 are impacted by the strengthening and weakening of the
U.S. dollar relative to foreign currencies, primarily the Luxembourg franc. The
impact of these translations has been quantified on the individual income
statement components of fees from separate accounts and amortization.


                                       14
<PAGE>   15



                STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

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

LIQUIDITY AND CAPITAL RESOURCES

LIQUIDITY OF STANDARD MANAGEMENT (PARENT COMPANY)

         Standard Management is an international financial services holding
company whose liquidity requirements are met through payments received from its
subsidiaries. These payments include 1) surplus debenture interest, 2)
dividends, 3) management fees and 4) rental income, all of 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 basis we reported net cash provided by
operations of $.4 million for the three month period ending March 31, 2001.
Although our deposits received on interest-sensitive annuities and other
financial products are not included in cash flow from operations under GAAP,
these funds are available for use by Standard Management. 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 $39.4 million for the quarter ending March 31, 2001.
Cash generated on a consolidated basis is available to us 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.

         In 1993, we initiated a program to repurchase our common stock. At
March 31, 2001 we are authorized to repurchase 724,790 additional shares of our
Common Stock under this program.

         At April 27, 2001, Standard Management had "parent company only" cash
and short-term investments of $.7 million which is available for general
corporate purposes. Annual parent company operating expenses (not including
interest expense) were $4.5 million and $4.8 million for 2000 and 1999,
respectively.

         We anticipate that available cash from our existing working capital,
plus anticipated 2001 dividends, management fees, rental income and interest
payments on our surplus debentures receivable will be more than adequate to meet
our anticipated "parent company only" cash requirements for 2001.

         Surplus Debenture and Notes Payable Interest:

         THE FOLLOWING ARE CHARACTERISTICS OF THE AMENDED CREDIT AGREEMENT AT
MARCH 31, 2001:

-        $17.3 million outstanding balance

-        Weighted average interest rate of 9.71%

-        Principal payments: $4.3 million due annually through March 2005

-        Subject to restrictions and financial and other covenants

-        Interest payments of $1.8 million will be required in 2001 based on
         current balances

         THE FOLLOWING ARE CHARACTERISTICS OF THE SUBORDINATED DEBT AGREEMENT AT
MARCH 31, 2001:

-        $11.0 million outstanding balance

-        Interest rate is greater of 1) 10% per annum or 2) six month London
         Inter-Bank Offered Rate ("LIBOR") plus 1.5%

-        Due October 2007

-        Interest payments of $1.1 million will be required in 2001 based on
         current balances


                                       15
<PAGE>   16


                STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

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


         Standard Management loaned $27.0 million to Standard Life Insurance
Company of Indiana ("Standard Life") pursuant to Unsecured Surplus Debenture
Agreements ("surplus debenture") 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 ("IDOI"), 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 IDOI.
Standard Management currently anticipates these quarterly approvals will be
granted. Assuming the approvals are granted and the March 31, 2001 interest rate
of 10.50% continues, Standard Management will receive interest income of $2.8
million from the surplus debenture in 2001.

         Dividends paid from Standard Life to Standard Management are limited by
laws applicable to insurance companies. 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 IDOI, if the
dividend or distribution, together with all other dividends and distributions
paid within the preceding twelve months, does not exceed the greater of 1) net
gain from operations or 2) 10% of surplus, in each case as shown in its
preceding annual statutory financial statements. Standard Life paid a dividend
of $1.6 million in the first quarter of 2001 and has the ability to pay an
additional $2.8 million in 2001 without regulatory approval.

         Management Fees. Pursuant to a management services agreement, Standard
Life paid Standard Management $.9 million for the first quarter of 2001 for
certain management services related to the production of business and investment
of assets. In addition, Dixie Life National Life Insurance Company ("Dixie
National") paid Standard Life $.3 million in the first quarter of 2001 for
certain management services provided. These agreements may be modified or
terminated by the applicable Departments of Insurance in the event of the
financial hardship of either Standard Life or Dixie Life.

         Pursuant to a management services agreement, Premier Life (Luxembourg)
paid Standard Management $.4 million during the first quarter of 2001 for
certain management, technical support and administrative services. The agreement
provides that it may be modified or terminated by either Standard Management or
Premier Life (Luxembourg).

         Equipment Rental Fees. Standard Management charged subsidiaries $.3
million in the first quarter 2001 for the use of equipment owned by Standard
Management.


                                       16
<PAGE>   17

                STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

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

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 interest 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 and equity-indexed products.
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 and events in the industry that
affect policyholders' confidence. In April 2001, Standard Life received a rating
upgrade from A.M. Best to B++, or "very good" category. As rationale for the
rating upgrade, A.M. Best noted Standard Life's continued business growth,
improved operating results during 2000 and increased fee income received from
administration.

         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, which
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, to ensure it has sufficient cash
resources in light of such activity.

         Changes in interest rates may affect our 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 our earnings if we are required to sell investments at reduced
values to meet liquidity demands. We manage our asset and liability portfolios
in order to minimize the adverse earnings effect of changing market interest
rates and seek assets that have duration characteristics similar to the
liabilities that they support. We also prepare cash flow projections and perform
cash flow tests under various market interest rate scenarios to assist in
evaluating liquidity needs and adequacy. Our 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
National Association of Insurance Commissioners as modified by the IDOI, or the
state in which our 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: 1) acquisition costs (primarily commissions and policy issue
costs) and 2) 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 or surplus strain in the year
written for many insurance products. We design our products to minimize such
first-year losses, but certain products continue to cause a statutory loss in
the year written. For each product, we control the amount of net new premiums
written to manage the effect of such surplus strain. Our long-term growth goals
contemplate continued growth in our insurance businesses. To achieve these
growth goals, our domestic insurance subsidiaries will need to increase
statutory surplus. Additional statutory surplus may be secured through various
sources such as internally generated statutory earnings, infusions by Standard
Management 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, we believe that we could reduce surplus strain through
the use of reinsurance or through reduced writing of new business.

         Our management believes that the operational cash flow of Standard Life
will be sufficient to meet its anticipated needs for 2001. As of March 31, 2001,
Standard Life had statutory capital and surplus for regulatory purposes of $40.3
million. As the life insurance and annuity business produced by Standard Life
increases, we expect to satisfy statutory capital and surplus requirements
through statutory profits and through additional capital contributions by
Standard Management. If the need arises for cash, which is not readily
available, additional liquidity could be obtained from the sale of invested
assets.

         International Operations. The amount of dividends that may be paid by
SMI without regulatory approval is limited to its accumulated earnings. We do
not anticipate receiving dividends from SMI in 2001.


                                       17
<PAGE>   18


                STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

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



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 our products and trends in our 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:

-        general economic conditions and other factors, including prevailing
         interest rate levels, stock market performance which may affect the
         ability to sell our products, the market value of our investments and
         the lapse rate and profitability of our policies;

-        our ability to achieve anticipated levels of operational efficiencies
         at recently acquired companies, as well as through other cost-saving
         initiatives;

-        customer response to new products, distribution channels and marketing
         initiatives;

-        mortality, morbidity and other factors which may affect the
         profitability of our insurance products;

-        changes in the Federal income tax laws and regulation which may affect
         the relative tax advantages of some of our products;

-        increasing competition in the sale of our products;

-        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;

-        the availability and terms of future acquisitions; and

-        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

         Our market risks and the way they are managed are summarized in our
discussion and analysis of financial condition and results of operations as of
December 31, 2000, included in SMC's December 31, 2000 Form 10-K, as amended.
There have been no material changes in 2001 to these risks or the management of
such risks.


                                       18
<PAGE>   19


                STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

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



                           PART II. OTHER INFORMATION


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

(a) Exhibits

       Exhibit 10.1        Letter Agreement serving as Amendment No. 3 to
                           Amended and Restated Line of Credit Agreement dated
                           October 3, 2000 by and between Standard Management
                           and Fleet National Bank (previously filed on May 10,
                           2001 with the initial filing of this Form 10-Q).


(b) Reports on Form 8-K

         No reports on Form 8-K were filed with the Commission in first quarter
of 2001.



                                   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:   July 23, 2001


                                    STANDARD MANAGEMENT CORPORATION
                                              (Registrant)

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

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


                                       19