SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549


             FORM 10-Q


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

            FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1999 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 [*]  No [  ]

As  of  August 3, 1999, the Registrant had 7,581,070 shares  of  Common  Stock
outstanding.

<PAGE>
                        STANDARD MANAGEMENT CORPORATION

                                     INDEX

                                                                        PAGE
NUMBER

Part I.    FINANCIAL INFORMATION:

Item 1. Financial Statements

        Consolidated Balance Sheets --
        June 30, 1999 (Unaudited) and December 31,1998 (Audited)            3

        Consolidated Statements of Income --
        For the Six Months Ended June 30,1999 and 1998 (Unaudited)          4

        Consolidated Statements of Shareholders' Equity --
        For the Six Months Ended June 30,1999 and 1998 (Unaudited)          5

        Consolidated Statements of Cash Flows --
        For the Six Months Ended June 30,1999 and 1998 (Unaudited)          6

        Notes to Consolidated Financial Statements (Unaudited)            7-8

Item 2. Management's Discussion and Analysis of Financial Condition and
        Results of Operations                                            9-17

Item 3. Quantitative and Qualitative Disclosures about Market Risk         18

Part II OTHER INFORMATION:

Item 6. Exhibits and Reports on Form 8-K                                   18

        SIGNATURES                                                         18




<PAGE>
                        PART I -- FINANCIAL INFORMATION

                         ITEM 1.  FINANCIAL STATEMENTS

               STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                            (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                               June 30    December 31
<S>                                                            <C>         <C>
                                                                1999        1998
                                                             (Unaudited)    (Audited)
                                      ASSETS

Investments:
   Securities available for sale:
    Fixed maturity securities, at fair value
     (amortized cost:$583,025 in 1999 and $547,115 in 1998)  $  562,239  $  551,312
    Equity securities, at fair value
     (cost: $847 in 1999 and $1,498 in 1998)                        867       1,316
  Mortgage loans on real estate                                   9,426       8,578
  Policy loans                                                   14,500      15,019
  Real estate                                                     4,005       3,435
  Other invested assets                                             943         837
  Short-term investments                                         21,176      11,626
      Total investments                                         613,156     592,123
Cash                                                              7,549      13,591
Accrued investment income                                        10,065       9,563
Amounts due and recoverable from reinsurers                      74,273      76,897
Costs of policies produced                                       53,852      32,946
Costs of policies purchased                                      30,213      28,793
Goodwill                                                          5,761       5,886
Other assets                                                      6,944       6,105
Assets held in separate accounts                                218,094     190,246

       Total assets                                        $  1,019,907  $  956,150


                    LIABILITIES AND SHAREHOLDERS'EQUITY

Liabilities:
  Insurance policy liabilities                             $   688,811   $  638,435
  Accounts payable and accrued expenses                          7,138       12,277
  Notes payable                                                 35,100       35,000
  Deferred federal income taxes                                  4,472        7,620
  Liabilities related to separate accounts                     218,094      190,246
      Total liabilities                                        953,615      883,578
Series  A convertible redeemable preferred stock, par value $100 per
   share; authorized 130,000;
   65,300 issued and outstanding in 1998 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 8,802,313 in 1999 and
    8,802,313 in 1998                                           61,260       60,586
  Treasury stock, at cost, 1,246,243 shares in 1999
   and 1,160,859 shares in 1998                                 (6,768)      (6,220)
  Accumulated other comprehensive income:
  Unrealized gain (loss) on securities available for sale, net
    taxes (benefits) of :1999 - $(3,518) 1998 - $765            (6,420)       1,660
  Unrealized gain on other investments,
    net taxes of: 1999 - $6 1998 - $12                              12           23
  Foreign currency translation adjustment,
    net taxes of: 1999 - $0 1998 - $0                             (733)           4
  Retained earnings                                             12,411        9,989
     Total shareholders' equity                                 59,762       66,042

Total liabilities and shareholders' equity                $  1,019,907   $  956,150



                 See accompanying notes to consolidated financial statements.




<PAGE>
               STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

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



</TABLE>
<TABLE>
<CAPTION>

                                            Three Months Ended  Six Months Ended

<S>                                           <C>     <C>        <C>     <C>
                                                  June 30           June 30
                                              1999    1998       1999    1998
Revenues:
     Premium Income                         $  3,119 $ 7,920  $ 6,184  $ 9,900
     Net investment income                    10,380   8,333   20,725   15,609
     Net realized investment gains                 7      24       40       46
     Policy income                             1,885   1,794    3,514    3,152
     Negative goodwill amortization               --     347       --      694
     Separate account fees                       782     268    1,390      670
     Fee and other income                      1,168   1,129    2,429    1,420
              Total Revenues                  17,341  19,815   34,282   31,491

Benefits and expenses:
     Benefits and claims                       4,009   6,435    7,254    8,045
     Interest credited on interest-sensitive
       annuities and other financial products  5,746   4,645   11,582    8,865
     Amortization                              1,571   1,213    3,072    2,224
     Other operating expenses                  3,311   4,586    7,173    7,618
     Interest expense and financing costs        800     772    1,681    1,429
        Total benefits and expenses           15,437  17,651   30,762   28,181
Income before federal income taxes and preferred
     stock dividends                           1,904   2,164    3,520    3,310

Federal income tax expense                       502     871      821    1,269

Net income                                     1,402   1,293    2,699    2,041

Preferred stock dividends                       (127)     --     (253)      --


Earnings available to common shareholders    $ 1,275 $ 1,293  $ 2,446  $ 2,041


Earnings per share - basic:


    Net income                                $  .19  $  .18  $   .36  $   .33
    Preferred stock dividends                   (.02)     --     (.04)      --


    Earnings available to common shareholders $  .17  $  .18  $   .32  $   .33


Earnings per share - diluted:

    Net income                                $  .17  $  .16  $   .33  $   .30
    Preferred stock dividends                   (.01)     --     (.02)      --

    Earnings available to common shareholders $  .16  $  .16  $   .31  $   .30


</TABLE>
                 See accompanying notes to consolidated financial statements.




<PAGE>
               STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

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

<TABLE>
<CAPTION>

<S>                                          <C>     <C>        <C>      <C>           <C>
                                                     Common
                                                     stock               Accumulated
                                                     and                   other
                                                     additional Treasury comprehensive Retained
                                              Total  paid-in     stock     income      earnings
                                                     capital
Balance at January 1, 1998                  $ 43,313 $ 40,646  $ (4,572)   $1,698      $ 5,541
Comprehensive income:


  Net income                                   2,041                                     2,041
  Other comprehensive income:
    Change in unrealized gain (loss) on
      securities, net taxes of $612            1,188                        1,188
    Change in foreign currency,
      net taxes of $0                           (356)                        (356)
      Other comprehensive income                 832

  Comprehensive income                         2,873

  Issuance of common stock for Savers Life
    acquisition                               15,024     15,024
  Issuance of common stock warrants               30         30
  Issuance of common stock in connection
    with exercise of stock warrants              233        234                             (1)
  Treasury stock acquired                        (50)                 (50)

  Conversion of preferred stock into
    common stock                                   4          4
  Reissuance of treasury stock in connection
    with exercise of stock options                 5                   51                  (46)

Balance at June 30, 1998                    $ 61,432   $ 55,938  $ (4,571)  $ 2,530   $  7,535

Balance at January 1, 1999                  $ 66,042   $ 60,586  $ (6,220)  $ 1,687   $  9,989

Comprehensive income:


  Net income                                   2,699                                     2,699


  Other comprehensive income:
    Change in unrealized gain (loss) on securities,
      net taxes(benefits) of $(4,168)         (8,091)                        (8,091)
    Change in foreign currency,
      net taxes of $0                           (737)                          (737)
     Other comprehensive income               (8,828)

       Comprehensive income                   (6,129)

Issuance of common stock warrants                674          674
  Treasury stock acquired                       (548)                 (548)
  Reissuance of treasury stock in connection
    with exercise of stock options               (24)                                      (24)
  Preferred stock dividends                     (253)                                     (253)
Balance at June 30, 1999                    $ 59,762     $ 61,260 $ (6,768) $ (7,141) $ 12,411



</TABLE>
                 See accompanying notes to consolidated financial statements.




<PAGE>
               STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

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


                                                                Six Months Ended
<TABLE>
<CAPTION>

<S>                                                              <C>         <C>

                                                                       June 30
                                                                  1999      1998

OPERATING ACTIVITIES
Net income                                                    $   2,699  $    2,041
Adjustments to reconcile net income to net cash provided by
operating activities:
  Amortization of deferred policy acquisition cost                1,751       1,217
  Policy acquisition costs deferred                             (13,215)     (5,169)
  Deferred federal income taxes                                   1,387       1,274
  Depreciation and amortization                                   1,991         603
  Insurance policy liabilities                                    8,717       2,673
  Net realized investment gains                                     (40)        (46)
  Accrued investment income                                        (502)       (534)
  Other                                                            (633)      3,614

   Net cash provided by operating activities                      2,155       5,673

INVESTING ACTIVITIES
Fixed maturity securities available for sale:
Purchases                                                      (126,908)   (138,942)
Sales                                                            78,289      85,105
Maturities, calls and redemptions                                11,355      12,230
Short-term investments, net                                      (9,550)     31,326
Other investments, net                                             (922)     (1,581)
Purchase of Savers Life Insurance Company, less cash acquired
  of $518                                                            --     (18,039)

   Net cash used by investing activities                        (47,736)    (29,901)

FINANCING ACTIVITIES
Issuance of common stock,net                                        673      15,024
Borrowings, net of debt issuance costs of $86 in 1998               300       3,914
Repayments on long term debt and obligations
  under capital lease                                              (200)       (153)
Premiums received on interest-sensitive annuities and other
  financial products credited to policyholder account balances,
  net of premiums ceded                                          84,574      30,082
Return of policyholder account balances on interest-sensitive
  annuities and other financial products, net of premiums ceded (45,007)    (21,661)
Reissuance of treasury stock in connection with exercise of
  stock options and warrants                                         --         233
Purchase of common stock for treasury                              (548)        (50)
Dividends on preferred stock                                       (253)         --

    Net cash provided by financing activities                    39,539      27,389

Net increase (decrease) in cash                                  (6,042)      3,161

Cash at beginning of period                                      13,591       4,165

Cash at end of period                                         $   7,549   $   7,326



</TABLE>
                 See accompanying notes to consolidated financial statements.




<PAGE>

               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 1999
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.

      The consolidated financial statements in this report, include the assets
and liabilities and results of operations of Savers Life Insurance Company
("Savers Life") and Midwestern National Life Insurance Company of Ohio
("Midwestern Life") from their acquisition dates of March 12, 1998 and October
30, 1998, respectively.

      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, 1998.

NOTE 2 -- ACQUISITIONS

      The following are supplemental unaudited pro forma consolidated results
of operations of the Company as if the acquisitions of Savers Life and
Midwestern Life had occurred on January 1, 1998 (in thousands, except per share
amounts).  The following amounts are based upon certain assumptions and
estimates that the Company believes are reasonable and do not reflect any
benefit from savings that might be achieved from combined operations.  The
amounts are not necessarily indicative of the results of operations had these
transactions occurred on January 1, 1998, or the results of future operations.


                                        Six Months Ended
                                          JUNE 30,1998

         Revenues                            $45,332
         Net income                              947
         Earnings per share - basic             0.13
         Earnings per share - diluted           0.13



NOTE 3 -- NOTES PAYABLE

      Notes payable of the Company are as follows (in thousands):
<TABLE>
<CAPTION>

                                                Interest  June 30 December 31
                                                  Rate     1999     1998
                                                 <C>        <C>     <C>

Borrowings under revolving credit agreements     8.33%(1) $25,100   $25,000
Senior subordinated convertible notes(2)        10.00%     10,000    10,000

                                                          $35,100   $35,000

          (1) Current weighted average rate at June 30, 1999.
          (2) $4,372 due December 2003, $5,628 due July 2004.

<PAGE>

             STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)





NOTE 4 -- 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>
<TABLE>
<CAPTION>

                                                      June 30  December 31
                                                       1999      1998
<S>                                                    <C>      <C>

Fair value of securities available for sale         $ 563,106 $ 552,628
Amortized cost of securities available for sale       583,872   548,613
    Gross unrealized gain (loss) on securities
      available for sale                              (20,766)    4,015
Adjustments for:
  Deferred policy acquisition costs                     8,341    (1,101)
  Present value of future profits                       2,487      (489)
  Deferred federal income tax liability                 3,518      (765)
    Net unrealized gain (loss) on securities
      available for sale                            $  (6,420) $  1,660


NOTE 5 -- EARNINGS PER SHARE


  A reconciliation of income and shares used to calculate basic and diluted
earnings per share is as follows (dollars in thousands):


                                           Three Months Ended  Six Months Ended
                                                 June 30            June 30

</TABLE>
<TABLE>
<CAPTION>

<S>                                              <C>    <C>       <C>     <C>
                                                 1999   1998      1999    1998
INCOME:
Net income                                   $ 1,402  $ 1,293  $ 2.699  $ 2,041
Preferred stock dividends                       (127)      --     (253)      --
Income available to common shareholders for
  basic earnings per share                     1,275    1,293    2,446    2,041
Effect of dilutive securities:
  Preferred stock dividends                      127       --      253       --
  Interest on  subordinated  convertible debt    250      250      500      500
Income  available  to  common  shareholders
   for diluted earnings per share            $ 1,652  $ 1,543  $ 3,199  $ 2,541

SHARES:
Weighted  average  shares  outstanding
  for basic earnings per share             7,556,437  7,338,824  7,576,421  6,229,581
Effect of dilutive securities:
  Stock options                              153,668    325,391    160,861    297,561
  Stock warrants                             121,518    219,998    126,673    252,562
  Subordinated convertible debt            1,740,038  1,740,038  1,740,038  1,740,038

  Dilutive potential common shares         2,015,224  2,285,427  2,027,572  2,290,161

Weighted average shares outstanding
  for  diluted earnings per share          9,571,661  9,624,251  9,603,993  8,519,742


</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.
Changes in 1999  and 1998 balances in the consolidated financial statements are
largely affected by  the  acquisitions  of  Savers Life and Midwestern Life and
various  financing  described  in  the  notes  to  the  consolidated  financial
statements included in this report and the notes to  the consolidated financial
statements included in the 1998 Form 10-K.  This discussion  should  be read in
conjunction with both sets of consolidated financial statements.

FIRST SIX MONTHS OF 1999 COMPARED WITH THE FIRST SIX MONTHS OF 1998:

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

<TABLE>
<CAPTION>

                                              Three Months Ended  Six Months Ended

<S>                                              <C>     <C>       <C>     <C>
                                                   June 30          June 30
                                                  1999   1998    1999     1998

                                                     (Dollars in thousands)
Operating income before income taxes:
    Domestic operations                         $  1,529 $ 1,690  $ 2,841  $ 2,315
    International operations                         368     450      639      949

    Consolidated operating income
      before income taxes                          1,897   2,140    3,480    3,264
    Applicable income taxes
      related to operating income                    500     863      807    1,253

      Consolidated operating income after taxes    1,397   1,277    2,673    2,011

   Consolidated realized investment gains
     before income taxes                               7      24       40       46
   Applicable income taxes related to realized
     investment gains                                  2       8       14       16

      Consolidated realized investment gains
         after taxes                                   5      16       26       30

      Net income                                $  1,402 $ 1,293   $2,699  $ 2,041


</TABLE>
CONSOLIDATED RESULTS AND ANALYSIS

   SMC's six month 1999 operating earnings were $2.7 million, or 31 cents per
diluted share (including a 2 cent reduction for preferred stock dividends), up
33% and 7%, respectively, over the same six month period of 1998.  Operating
earnings increased due to i) increased net spread revenue, ii) increased
administrative fees and policy income earned and iii) economies of scale
achieved through the acquisitions of Savers Life and Midwestern Life.  These
increases were somewhat offset by i) the elimination of negative goodwill
amortization ,a non-recurring item, which contributed $.7 million or 8 cents per
diluted share in the 1998 period, ii) unfavorable mortality and
iii) increased DAC and PVP amortization.  The percentage increase in operating
earnings was greater than the percentage increase in operating earnings per
diluted share primarily because of a 13% increase in weighted average diluted
common shares or equivalents outstanding during the period. This increase in
weighted average shares outstanding resulted primarily from shares issued in
connection with the acquisition of Savers Life and Midwestern Life.




<PAGE>

               STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES




DOMESTIC OPERATIONS:
<TABLE>
<CAPTION>


                                              Three Months Ended  Six Months Ended

<S>                                             <C>      <C>      <C>    <C>
                                                   June 30,          June 30,
                                                1999    1998     1999    1998

                                                    (Dollars in thousands)

Premiums and deposits collected:

  Traditional life                              $ 3,102 $ 1,920 $ 6,160 $ 3,872


  Medicare supplement                                --   5,992      --   5,992


  Flexible premium deferred annuities("FPDA's")  30,292  11,988  52,091  24,855
  Equity-indexed annuities                       17,649   2,034  28,845   2,034
  Other annuities and deposits                    1,437   1,023   2,868   1,568
  Universal and interest-sensitive life             284     865     891   1,675


    Subtotal - interest sensitive and
                 financial products              49,662  15,910  84,695  30,132


  Total premiums and deposits collected        $ 52,764 $23,822 $90,855 $39,996




Premium income                                 $  3,102 $ 7,912 $ 6,160  $ 9,864
Policy income                                     1,885   1,794   3,514    3,152
       Total policy related income                4,987   9,706   9,674   13,016

Net investment income                            10,248   8,204  20,461   15,354
Fee and other income                              1,168     908   2,421    1,084


       Total revenues (a)                        16,403  18,818  32,556   29,454


Benefits and claims                               3,972   6,402   7,275    8,021
Interest credited on interest sensitive
   annuities and other financial products         5,746   4,645  11,582    8,865
Amortization                                      1,571   1,213   3,072    2,224
Other operating expenses                          2,785   4,096   6,105    6,600
Interest expense and financing costs                800     772   1,681    1,429

       Total benefits and expenses               14,874  17,128  29,715   27,139


       Operating income before income taxes       1,529   1,690   2,841    2,315

Net realized investment gains                         7      24      40       46


       Income before income taxes               $ 1,536 $ 1,714 $ 2,881  $ 2,361


</TABLE>
(a) Revenues exclude net realized investment gains




<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.

PREMIUM INCOME consists of premiums earned from i) traditional life insurance,
ii) annuity business that incorporates significant mortality features and iii)
Medicare supplement premiums in the 1998 period.

   Life premiums were up $2.3 million  or  59% in the first six months of 1999,
   to $6.2 million. The traditional life premiums  increase  was  primarily due
   to renewal  premiums  from  the insurance blocks of Savers Life and
   Midwestern Life.

   Medicare supplement premiums  of  $6.0  million  are  included in the first
   six months  of 1998.  This business did not contribute to  net  income  and
   was sold in July, 1998.

NET PREMIUM  DEPOSITS  consist  of  FPDA's,  equity-indexed annuities, 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 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 six months of 1999 net premium deposits increased $54.6 million
   or 181%, to $84.7 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,  ii)  continued  expansion of
   geographical concentration,and  iii) the  introduction of new equity-indexed
   annuity products which contributed $28.8 million of premium deposits for the
   period.

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 six months of 1999 increased $5.1 million
   or 33%, to $20.7 million.  Average invested assets increased  by $169.2
   million or 39% compared to the first six months of 1998 primarily due to the
   growth in insurance liabilities from the acquisitions of Savers Life and
   Midwestern Life.  This  increase  was  somewhat  offset  by a decline in net
   investment yields for the period.

   The net investment yields earned on average invested  assets  were  7.08%
   and 7.56% for the first six months of 1999 and 1998, respectively.

POLICY  INCOME  represents mortality charges, administrative fees and surrender
charges related to universal life and annuity policies.

   Policy income increased  $.3  million  or 11%, to $3.5 million in the first
   six months 1999.  This increase primarily  relates to surrender charges
   received as a result of lowering crediting rates on certain FPDA products.

FEE AND OTHER INCOME consists of recurring  fee  income  related  to  servicing
blocks  of  business  for  other  insurance  companies,  experience refunds and
commission income.

   In the  first  six months of 1999 fee income increased $1.3  million  to
   $2.4 million.  This  increase relates to fee income received in connection
   with a three-year service  agreement  entered  into by Savers Marketing
   Corporation ("Savers Marketing") in October,1998.





<PAGE>

               STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES



BENEFITS AND CLAIMS include i) paid life insurance claims,  ii)  benefits from
annuity policies  that  incorporate  significant  mortality  features,
iii)  Medicare supplement  benefits  in  the  1998  period and iv) 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 six months of 1999 decreased $.7 million,
    to $7.3 million due to the inclusion of $4.9 million of benefits and claims
    in 1998 results  related  to  Medicare supplement business that was sold in
    July, 1998.  This was somewhat offset by $4.2 million of life claims and
    benefits resulting from the acquisitions of Savers Life and Midwestern Life.

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 six months of 1999 interest credited increased  $2.7  million
   or 31%,  to  $11.6  million  due  to  $2.1  million of interest credited on
   the insurance liabilities of Savers Life and Midwestern  Life.  This expense
   was also  impacted by credited interest on insurance liabilities from  sales
   in recent periods and somewhat offset by a decline in crediting rates.

   The weighted  average  credited rates for the first six months of 1999 and
   1998 were 4.92% and 5.45%, respectively.

AMORTIZATION includes i)  amortization  related to the present value of polices
purchased,   ii)  amortization  of  deferred  acquisitions   costs   and   iii)
amortization of goodwill and organizational costs.

   Amortization in  the  first six months of 1999 increased $.8 million or 38%,
   to $3.1 million.  This  increase  relates  to  additional  amortization of
   the present  value  of future profits and deferred acquisition  costs  for
   the first six months  of  1999 due to the recognition of additional profits
   for the period.  Additional  profits were recognized from i) the realization
   of profits from increased sales  of annuity products in recent periods and
   ii) the  realization of profits from  the  purchased  insurance  business
   from Savers Life and Midwestern Life.

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

   In the first six months of 1999 other operating expenses declined $.5 million
   or  8%,  to  $6.1  million.   The  majority  of  this  decrease  relates  to
   efficiencies  achieved  through the assimilation  of  the  former  insurance
   operations of Savers Life,  Savers  Marketing  and Midwestern Life including
   the elimination of certain Medicare supplement expenses  in  connection with
   the sale of that business.

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

   In the first six months of 1999 interest expense and financing costs
   increased $.3  million  or  18%,  to  $1.7  million primarily due to
   increased average borrowings for the period of approximately  $6.3  million.
   This increase was somewhat offset by a decline in the average interest rate
   for the period.














<PAGE>

               STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES




INTERNATIONAL OPERATIONS:

<TABLE>
<CAPTION>


                                              Three Months Ended  Six Months Ended

<S>                                             <C>      <C>    <C>       <C>
                                                    June 30,          June 30,
                                                1999     1998    1999     1998

                                                      (Dollars in thousands)
Premiums and deposits collected:
  Traditional life                            $    17 $     8    $    24    $    36
  Separate account deposits                     9,152  12,379     25,420     20,065


Total premiums and deposits collected         $ 9,169 $12,387    $25,444    $20,101


Premium income                                $    17 $     8    $    24    $    36
Net investment income                             132     129        264        255
Separate account fees                             782     268      1,390        670
Amortization of negative goodwill                  --     347         --        694
Other income                                       --     221          8        336


        Total revenues                            931     973      1,686      1,991


Benefits and claims                                37      33        (21)        24
Other operating expenses                          526     490      1,068      1,018


        Total benefits and expenses               563     523      1,047      1,042


        Operating income before income taxes   $  368   $ 450     $  639     $  949



<PAGE>

</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 fluctuates with changes in i) the amount of average
invested assets and ii) the yield earned on invested assets.

    Net investment income was $.3 million for each of the six month periods of
    1999 and 1998 on average invested assets of approximately $11.0 million.

    The  net  investment yields earned on average invested assets  were  4.85%
    and 4.74% for the first six months of 1999 and 1998, 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 six months of 1999 increased $.7
    million to $1.4 million.   This is due to  i) weighted average assets held
    in separate accounts increasing by $45.4 million,  or 28% for the period and
    changes in deferred acquisition cost methodology, which  adversely  impacted
    the 1998 period .  Actual separate account assets increased $37.1 million or
    20%, to $218.1  million  for  the twelve months ending June 30, 1999.  Net
    deposits from sales of unit-linked products by SMI increased $5.3 million or
    26%, to $25.4 million.


AMORTIZATION OF NEGATIVE GOODWILL  is  the  excess cost of assets acquired over
the purchase price paid for SMI in December, 1993 of $6.9 million.

    Negative  goodwill  was  fully amortized at December  31,  1998  and  does
    not contribute to net income in the 1999 period.  Negative goodwill
    amortization for the first six months of 1998 was $.7 million.

OTHER INCOME consists of various refunds and other miscellaneous income.

    Other income for the first  six  months of 1998 includes i) the recovery of
    $.2 million of erroneously paid benefits  and  ii) $.1 million from the sale
    of an asset fund to a reinsurer.

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 is a life insurance  holding  company  whose  liquidity
requirements are  met  through  payments received from its subsidiaries.  These
payments  include  i)  interest  on  surplus  debenture,  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 $2.2 million for the first  six months of 1999.  Although deposits
received on SMC's interest-sensitive annuities and other financial products are
not included in cash flow from operations  under GAAP, such funds are available
for use by SMC. 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 positive cash flow  of  $41.7 million
for  the first six months of 1999.  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.

   SMC instituted a program to repurchase its common stock in order to increase
the market value  of  the  stock.   At  June  30,  1999, Standard Management is
authorized  to repurchase 1.0 million additional shares  of  SMC  Common  Stock
under this program.

   At July 31,  1999,  Standard  Management  had "parent company only" cash and
short-term investments of  $.8 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  $3.1
million and  $3.4  million  for  1998  and  1997,  respectively.   In addition,
Standard  Management  has  available  $.9  million  from  its  revolving credit
agreement.

   Standard Management anticipates the available cash from its existing working
capital,  plus anticipated 1999 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
1999.

   INTEREST  OF   SURPLUS  DEBENTURE.  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 3, $27.0 million was loaned  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,  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  June 30, 1999 interest
rate of 9.75% continues, Standard Management will receive  interest  income  of
$2.6 million from the Surplus Debenture in 1999.

   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.
In 1999, Standard Life can pay dividends of approximately  $4.4 million without
regulatory approval.

   MANAGEMENT FEES.  Pursuant to a management services agreement, Standard Life
paid  Standard Management $1.8 million for the first six months   of  1999  for
certain  management  services related to the production of business, investment
of assets and evaluation of acquisitions. In addition, Dixie National Life
Insurance Company ("Dixie Life") paid Standard Life $.4 million in the  first
six  months  of  1999  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 $.5 million
in the first six  months  of  1999  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 a statutory loss 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 internally  generated  statutory  earnings,
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  1999.  As of June 30, 1999,
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  and no dividends are anticipated  from
these companies in 1999.

IMPACT OF YEAR 2000

   The Company updated its main operating  computer  systems  in 1995 with Year
2000 ready systems at a cost of $.5 million.  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.
The total  cost  of  the  Year  2000  project  is $.6 million including the $.5
million previously discussed.  These costs are not  material  to  the Company's
financial statements and were funded through operating cash flows.

   The Company is currently assessing the risks associated with their  external
business relationships, including those with agents, financial institutions,
reinsurers and providers of mission critical software and systems. The  Company
has  been  informed  by  over  98%  of their significant business partners
that  they  are either Year 2000 compliant or are in the process of actively
implementing plans for compliance. Throughout the remainder of 1999 the Company
will continue to monitor  the progress of significant business partners which
have not provided assurances that their compliance and remediation plans are
complete.

   The Company also assessed what contingency plans  will be needed, if any, of
its critical systems or those of external business relationships  that  are not
Year  2000  ready  after  December  31,  1999.  In the event of a business
interruption due to a Year 2000 problem, the Company has committed various
resources which will be deployed as necessary. The effectiveness of any
contingency plan, however, is contingent on the nature and source of the
interruption and whether the correction of any problem is within the Company's
control or within the exclusive control of a business partner.

The failure to correct a Year 2000 problem could result in  an interruption, or
failure  of,  a  number of normal business activities or operations.   However,
management has concluded  that  the  Year 2000 issue will not materially affect
future  financial  results,  or  cause reported  financial  information  to  be
nonindicative of future operating results or financial condition.


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  and  health  care
inflation, 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, usage of health care services 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,  and  health  care regulation  affecting  the
Company's supplemental health 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.

<PAGE>

              STANDARD MANAGMENT CORPORATION AND SUBSIDIARIES




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, 1998, included in the Company's December 31, 1998
Form 10-K.  There have been no material changes  in  1999 to these risks or the
management of such risks.





                          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  the  second
quarter of 1999.







                                  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:   August 13, 1999


                                            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)