SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549


                                      FORM 10-Q


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

                    FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 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 [<check-mark>]  No [  ]

As of November 1, 1999, the Registrant had 7,575,635 shares  of  Common  Stock
outstanding.

<PAGE>
                        STANDARD MANAGEMENT CORPORATION

                                     INDEX

PAGE NUMBER

Part I.FINANCIAL INFORMATION:

Item 1.Financial Statements

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

Consolidated Statements of Income --
For the Three and Nine Months Ended September 30, 1999 and 1998 (Unaudited)4

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

Consolidated Statements of Cash Flows --
For the Nine Months Ended September 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                                                              9-18

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                                                                 20




<PAGE>
                        PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

               STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED BALANCE SHEETS
                            (DOLLARS IN THOUSANDS)

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

                                  ASSETS
Investments:
Securities available for sale:
Fixed maturity securities, at fair value
(amortized cost: $608,298 in 1999 and $547,115 in 1998)  $   580,134    $   551,312
Equity securities, at fair value
(cost: $849 in 1999 and $1,498 in 1998)                          745          1,316
Mortgage loans on real estate                                  9,455          8,578
Policy loans                                                  14,670         15,019
Real estate                                                    3,553          3,435
Other invested assets                                            944            837
Short-term investments                                        23,364         11,626
Total investments                                            632,865        592,123
Cash                                                           3,874         13,591
Accrued investment income                                     10,079          9,563
Amounts due and recoverable from reinsurers                   74,225         76,897
Costs of policies produced                                    60,599         32,946
Costs of policies purchased                                   29,764         28,793
Goodwill                                                       5,699          5,886
Other assets                                                   5,837          6,105
Assets held in separate accounts                             243,195        190,246

      Total assets                                       $ 1,066,137    $   956,150

                           LIABILITIES AND SHAREHOLDERS' EQUITY

Liabilities:
Insurance policy liabilities                             $   715,358    $   638,435
Accounts payable and accrued expenses                          7,032         12,277
Notes payable                                                 35,000         35,000
Deferred federal income taxes                                  2,736          7,620
Liabilities related to separate accounts                     243,195        190,246
Total liabilities                                          1,003,321        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 8,827,313 in 1999 and
 8,802,313 in 1998                                            61,410         60,586
Treasury stock, at cost, 1,251,243 shares in 1999
 and 1,160,859 shares in 1998                                 (6,793)        (6,220)
Accumulated other comprehensive income:
Unrealized gain (loss) on securities available for sale, net
 taxes (benefits) of :1999 - $(5,721) 1998 - $765            (10,784)         1,660
Unrealized gain on other investments,
 net taxes of: 1999 - $6  1998 - $12                              11             23
Foreign currency translation adjustment,
 net taxes of: 1999 - $0  1998 - $0                           (1,132)             4
Retained earnings                                             13,574          9,989
 Total shareholders' equity                                   56,286         66,042

Total liabilities and shareholders' equity               $ 1,066,137    $   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    Nine Months Ended
<S>                                                    <C>     <C>          <C>    <C>     <C>
                                                        September 30         September 30
                                                        1999    1998         1999   1998
Revenues:
Premium income                                    $   3,314  $  1,759   $   9,498  $  11,658
Net investment income                                10,269     8,021      30,994     23,630
Net realized investment gains (losses)                 (249)       27        (209)        73
Policy income                                         1,663     1,906       5,176      5,058
Negative goodwill amortization                           --       347          --      1,041
Separate account fees                                   714       648       2,104      1,318
Fee and other income                                  1,059     1,278       3,489      2,698
        Total revenues                               16,770    13,986      51,052     45,476

Benefits and expenses:
Benefits and claims                                   3,812     2,422      11,066     10,466
Interest credited on interest-sensitive
 annuities and other financial products               5,141     4,247      16,723     13,112
Amortization                                          1,383     1,322       4,455      3,546
Other operating expenses                              3,508     3,825      10,681     11,444
Interest expense and financing costs                    840       772       2,521      2,201
        Total benefits and expenses                  14,684    12,588      45,446     40,769
Income before federal income taxes and preferred
 stock dividends                                      2,086     1,398       5,606      4,707

Federal income tax expense                              782       260       1,604      1,529

Net income                                            1,304     1,138       4,002      3,178

Preferred stock dividends                              (127)      (71)       (380)       (71)

Earnings available to common shareholders         $   1,177 $   1,067   $   3,622  $   3,107

Earnings per share - basic:

Net income                                        $    0.17 $    0.16   $    0.53  $    0.48
Preferred stock dividends                             (0.01)    (0.01)      (0.05)     (0.01)

Earnings available to common shareholders         $    0.16 $    0.15   $    0.48  $    0.47

Earnings per share - diluted:

Net income                                        $    0.16 $    0.15   $    0.50  $    0.44
Preferred stock dividends                             (0.01)    (0.01)      (0.04)     (0.01)

Earnings available to common shareholders         $    0.15 $    0.14   $    0.46  $    0.43

</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>


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

Net income                                     3,179                                             3,179
Other comprehensive income:
 Change in unrealized gain (loss) on
  securities,net taxes (benefits) of $505        980                                 980
 Change in foreign currency,
  net taxes of $0                               (147)                               (147)
  Other comprehensive income                     833

Comprehensive income                           4,012

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                         (274)                   (274)
Conversion of preferred stock into common stock    4           4
Reissuance of treasury stock in connection
 with exercise of stock options                   (1)                     54                         (55)
Preferred stock dividends                        (71)                                                (71)

Balance at September 30, 1998             $   62,270   $  55,938    $ (4,792)   $   2,531      $   8,593

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

Net income                                     4,002                                               4,002
Other comprehensive income:
 Change in unrealized gain (loss) on
  securities, net taxes(benefits)of $(6,492) (12,456)                             (12,456)
 Change in foreign currency,
  net taxes of $0                             (1,136)                              (1,136)
  Other comprehensive incom                  (13,592)

Comprehensive income                          (9,590)

Issuance of common stock warrants                824        824
Treasury stock acquired                         (573)                   (573)
Reissuance of treasury stock in connection
 with exercise of stock options                  (37)                                                 (37)
Preferred stock dividends                       (380)                                                (380)

Balance at September 30, 1999             $   56,286 $   61,410   $   (6,793)   $  (11,905)    $   13,574


</TABLE>

         See accompanying notes to consolidated financial statements.




<PAGE>
               STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

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


<TABLE>
<CAPTION>
                                                                    Nine Months Ended
<S>                                                                    <C>       <C>
                                                                       September 30
                                                                     1999       1998

OPERATING ACTIVITIES
Net income                                                      $     4,002   $     3,179
Adjustments to reconcile net income to net cash provided by
operating activities:
 Amortization of policies produced                                    2,517         2,014
 Deferral of cost of policies produced                              (19,895)       (8,684)
 Deferred federal income taxes                                        1,854         1,529
 Depreciation and amortization                                        2,764           883
 Insurance policy liabilities                                        13,185        (7,442)
 Net realized investment gains                                          209           (73)
 Accrued investment income                                             (516)         (105)
 Amounts due to Savers Life from brokers for security sales
  at acquisition date                                                    --         6,519
 Other                                                               (1,105)        2,880

   Net cash provided by operating activities                          3,015           700

INVESTING ACTIVITIES
Fixed maturity securities available for sale:
  Purchases                                                        (177,894)     (190,140)
  Sales                                                              99,893       128,978
  Maturities, calls and redemptions                                  14,756        15,289
Short-term investments, net                                         (11,738)       36,516
Other investments, net                                                 (978)       (2,379)
Purchase of Savers Life Insurance Company, less cash acquired
 of $518                                                                 --        (2,169)

   Net cash used by investing activities                            (75,961)      (13,905)

FINANCING ACTIVITIES
Borrowings, net of debt issuance costs of $86 in 1998                   300         3,914
Repayments on long term debt and obligations
 under capital lease                                                   (300)       (3,153)
Premiums received on interest-sensitive annuities and other
 financial products credited to policyholder account balances,
 net of premiums ceded                                              126,799        53,846
Return of policyholder account balances on interest-sensitive
 annuities and other financial products                             (63,441)      (36,007)
Issuance of convertible preferred stock, net of issuance costs
 of $120 in 1998                                                         --         3,610
Reissuance of treasury stock in connection with exercise of
 stock options and warrants                                             824           233
Purchase of common stock for treasury                                  (573)         (274)
Dividends on preferred stock                                           (380)          (71)

   Net cash provided by financing activities                         63,229        22,098

Net increase (decrease) in cash                                      (9,717)        8,893

Cash at beginning of period                                          13,591         4,165

Cash at end of period                                           $     3,874   $    13,058


</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 costs of policies produced,
cost  of  policies  purchased, 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.  Savers Life  and Midwestern Life were merged into Standard  Life
Insurance Company of Indiana ("Standard Life"),  a  wholly-owned  subsidiary of
SMC, effective December 31, 1998.

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.


                                                      Nine Months Ended
                                                      SEPTEMBER 30,1998

                       Revenues                            $61,042
                       Net income                            1,262
                       Earnings per share - basic             0.16
                       Earnings per share - diluted           0.16



NOTE 3 -- NOTES PAYABLE

Notes payable of the Company are as follows (in thousands):
<TABLE>
<CAPTION>
                                                      Interest             September 30        December 31
                                                        Rate                    1999               1998
<S>                                                      <C>                    <C>                 <C>
Borrowings under revolving credit agreements            8.57%{ (1)}            $25,000            $25,000
Senior subordinated convertible notes{ (2)}            10.00%                   10,000             10,000

                                                                               $35,000            $35,000

       (1) Current weighted average rate at September 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 (LOSS) ON SECURITIES AVAILABLE FOR SALE

The components of the balance sheet caption "Unrealized gain (loss) on
securities available for sale" in shareholders' equity are summarized as
follows (in thousands):

</TABLE>
<TABLE>
<CAPTION>
                                                                   September 30    December 31
<S>                                                                    <C>             <C>
                                                                       1999            1998
Fair value of securities available for sale                     $   580,879      $   552,628
Amortized cost of securities available for sale                     609,147          548,613
  Gross unrealized gain (loss) on securities
   available for sale                                               (28,268)           4,015
Adjustments for:
 Cost of policies produced                                            9,174           (1,101)
 Cost of policies purchased                                           2,589             (489)
 Deferred federal income taxes                                        5,721             (765)
  Net unrealized gain (loss) on securities
   available for sale                                           $   (10,784)     $     1,660
</TABLE>


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):


<TABLE>
<CAPTION>
                                                                 Three Months Ended          Nine Months Ended
<S>                                                                <C>      <C>           <C>      <C>
                                                                    September 30                September 30
                                                                 1999          1998          1999          1998
INCOME:
Net income                                                    $     1,304 $     1,138 $     4,002  $     3,178
Preferred stock dividends                                            (127)        (71)       (380)         (71)
Income  available  to  common  shareholders  for
  basic earnings per share                                          1,177       1,067       3,622        3,107

Effect of dilutive securities:
     Interest on  subordinated convertible debt                       250         250         750          750

Income  available  to  common  shareholders for diluted       $     1,427 $     1,317 $     4,372  $     3,857
  earnings per share

SHARES:
Weighted  average shares outstanding for
  basic earnings per share                                      7,575,635   7,231,217   7,576,159    6,599,428
Effect of dilutive securities:
  Stock options                                                   120,880     271,940     147,534      288,833
  Stock warrants                                                  108,553     204,700     120,633      236,608
  Subordinated convertible debt                                 1,740,038   1,740,038   1,740,038    1,740,038

  Dilutive potential common shares                              1,969,471   2,216,678   2,008,205    2,265,479

Weighted  average   shares   outstanding   for
  diluted earnings per share                                    9,545,106   9,447,895   9,584,364    8,864,907

</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 NINE MONTHS OF 1999 COMPARED WITH THE FIRST NINE MONTHS OF 1998:

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

<TABLE>
<CAPTION>
                                                               Three Months Ended     Nine Months Ended
<S>                                                              <C>        <C>        <C>       <C>
                                                                  September 30          September 30
                                                               1999          1998     1999         1998

                                                                         (Dollars in thousands)
Operating income before income taxes:

 Domestic operations                                     $     2,115     $      779 $     4,956  $     3,093
 International operations                                        220            592         859        1,541

 Consolidated operating income before income taxes             2,335          1,371        5,815       4,634
 Applicable income taxes related to operating income             867            251        1,675       1,504

  Consolidated operating income after taxes                    1,468          1,120        4,140       3,130

 Consolidated realized investment gains (losses)
     before income taxes                                        (249)            27         (209)         73
 Applicable income taxes (benefits) related to realized
     investment gains (losses)                                   (85)             9          (71)         25

  Consolidated realized investment gains (losses)
      after taxes (benefits)                                    (164)            18         (138)         48

      Net income                                         $     1,304    $     1,138  $     4,002 $     3,178

</TABLE>

CONSOLIDATED RESULTS AND ANALYSIS

SMC's  nine month  1999  operating  earnings were $4.1 million, or 47 cents per
diluted share, up 32% and 9%, respectively,  over the same nine month period of
1998.  Operating earnings increased due to i) increased net spread revenue, ii)
economies of  scale  achieved  through  the  acquisitions  of  Savers  Life and
Midwestern Life  and  iii) increased  administrative  fees  and  policy  income
earned.  These increases were somewhat offset by i) the elimination of negative
goodwill amortization, a non recurring item, which contributed $1 million or 12
cents per diluted share in the 1998 period, ii) unfavorable  mortality and iii)
increased amortization.   The  percentage  increase in  operating  earnings was
greater than the percentage  increase  in operating  earnings per diluted share
primarily because of a 8% 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        Nine Months Ended
                                                              September 30             September 30
<S>                                                         <C>         <C>          <C>        <C>

                                                           1999         1998        1999        1998
                                                                   (Dollars in thousands)

Premiums and deposits collected:
  Traditional life                                  $     3,301  $     1,718   $     9,461  $     5,589

  Medicare supplement                                        --           --            --        5,992

  Flexible premium deferred annuities ("FPDA's")         26,015       13,589        78,107       38,444
  Equity-indexed annuities                               13,750        7,143        42,595        9,177
  Other annuities and deposits                            1,534        2,294         4,401        3,812
  Universal and interest-sensitive life                     805          738         1,696        2,413

  Subtotal - interest-sensitive and other
    financial products                                   42,104       23,764       126,799       53,846

      Total premiums and deposits collected         $    45,405  $    25,482   $   136,260  $    65,427



Premium income                                      $     3,301  $     1,718   $     9,461  $    11,581
Policy income                                             1,663        1,906         5,176        5,058
  Total policy related income                             4,964        3,624        14,637       16,639

Net investment income                                    10,148        7,897        30,609       23,251
Fee and other income                                      1,059        1,261         3,481        2,345

  Total revenues (a)                                     16,171       12,782        48,727       42,235

Benefits and claims                                       3,669        2,482        10,944       10,503
Interest credited on interest-sensitive
 annuities and other financial products                   5,141        4,247        16,723       13,112
Amortization                                              1,383        1,322         4,455        3,546
Other operating expenses                                  3,023        3,180         9,128        9,780
Interest expense and financing costs                        840          772         2,521        2,201

  Total benefits and expenses                            14,056       12,003        43,771       39,142

  Operating income before income taxes                    2,115          779         4,956        3,093

Net realized investment gains (losses)                     (249)          27          (209)          73


  Income before income taxes                        $     1,866  $       806   $     4,747  $     3,166

</TABLE>

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




<PAGE>

                 STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

                                __________________



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

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 $3.9 million or 69% in the first nine months of 1999,  to
$9.5  million.  The  traditional  life  premium  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  nine
months of 1998.   This  business  did not contribute to net income and was sold
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 nine months of 1999 net premium deposits  increased  $73.0 million
or  135%,  to  $126.8 million.  The increase relates to i) an increase  in  the
agency base achieved  through  the recruitment of high volume agents and larger
managing   general   agencies,   ii)  continued   expansion   of   geographical
concentration, and iii) the introduction  of  equity-indexed  annuity  products
which contributed $42.6 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 nine months of 1999 increased $7.4  million
or 32%,  to $30.6 million.  Average invested assets increased by $159.1 million
or 35% compared to the first nine months of 1998 primarily due to the growth in
insurance  liabilities from the acquisitions of Savers Life and Midwestern Life
and from premiums and deposits received net of amounts returned of policyholder
account balances.  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 7.13%  and
7.54% for the first nine 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 $.1 million or 2%, to $5.2  million  in  the first nine
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 nine months  of  1999 fee income increased $1.1 million or 48%, to
$3.5 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 nine months of 1999 increased $.4 million, to
$10.9  million due to $5.3  million  of  life  claims  and  benefits  primarily
resulting  form  the increase of inforce life insurance business of Savers Life
and Midwestern Life.  This was somewhat offset by the inclusion of $4.9 million
of benefits and claims  in  1998  results  related  to  the Medicare supplement
business that was sold July, 1998.

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

In  the  first nine months of 1999 interest credited increased $3.6 million  or
28%, to $16.7 million due to  interest credited on the insurance liabilities of
Savers Life  and  Midwestern  Life.  This expense was also impacted by interest
credited 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 nine months  of 1999 and 1998
were 4.87% and 5.35%, respectively.

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

Amortization in the first nine months of 1999 increased  $.9 million or 26%, to
$4.5 million.  This increase relates to additional amortization  of the cost of
policies  produced  and  cost of  policies purchased for the first  nine 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 nine months of 1999 other operating expenses declined $ .7 million
or 7%, to  $9.1 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 nine months of 1999 interest expense and financing costs increased
$.3  million  or  15%,  to $2.5 million  primarily  due  to  increased  average
borrowings for the period  of  approximately  $6.8  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      Nine Months Ended
                                                            September 30           September 30
<S>                                                        <C>       <C>          <C>      <C>

                                                         1999         1998        1999         1998

                                                                     (Dollars in thousands)
Premiums and deposits collected:
 Traditional life                                   $        13  $        41   $        37 $        77
 Separate account deposits                               17,864        8,780        43,284      28,845

   Total premiums and deposits collected            $    17,877  $     8,821   $    43,321 $    28,922

Premium income                                      $        13  $        41   $        37 $        77
Net investment income                                       121          124           385         379
Separate account fees                                       714          648         2,104       1,318
Amortization of negative goodwill                            --          347            --       1,041
Other income                                                 --           17             8         353

   Total revenues                                            848       1,177         2,534       3,168


Benefits and claims                                          143         (60)          122         (37)

Other operating expenses                                     485         645         1,553       1,664

    Total benefits and expenses                              628         585         1,675       1,627


    Operating income before income taxes             $       220 $       592   $       859 $     1,541

</TABLE>





<PAGE>

                 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 $.4 million for each of the nine-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 4.97% and
4.78% for the first nine 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  nine  months  of 1999 increased 60%
to $2.1 million.   This  is  due to weighted average  assets  held  in separate
accounts  increasing  by  $49.5  million,  or  29% for  the  period and changes
in  deferred  acquisition cost methodology, which  adversely  impacted the 1998
period.  Actual  separate  account  assets  increased  $60.9 million or 33%, to
$243.2  million for the twelve months ending September 30, 1999.  Net  deposits
from sales  of  unit-linked  products by SMI increased $14.4 million or 50%, to
$43.3 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 nine months of 1998 was $1 million.

OTHER INCOME consists of various refunds and other miscellaneous income.

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

BENEFITS  AND  CLAIMS  consists of changes in  traditional  life  reserves  and
premium deficiency reserves.

Benefits and claims for  the first nine months of 1999 include increases due to
strengths of various fund  reserves  and  traditional life reserves compared to
the 1998 period.

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  $3.0  million  for the first nine  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 $66.4 million for the first nine 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 and at September 30,
1999,   Standard   Management   is  authorized   to   repurchase   1.0  million
additional shares of SMC Common  Stock under this program.

At October 31, 1999, Standard Management  had  "parent  company  only" cash and
short-term investments of  $.5 million. These funds are available  to  Standard
Management for general corporate purposes. Standard Management's annual "parent
company  only"  operating  expenses  (not including interest expense) were $3.1
million  and  $3.4  million  for 1998 and  1997,  respectively.   In  addition,
Standard  Management has available  $1.0  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 pursuant to unsecured surplus
debenture agreements ("surplus debentures")  which  requires  Standard  Life to
make  quarterly  interest  payments  to   Standard  Management  at  a  variable
corporate  base  rate  plus  2%  per  annum,  and  annual principal payments of
$1.0  million  per  year  beginning  in  2007  and  concluding  in  2033.   The
interest  and  principal   payments  are  subject  to  quarterly   approval  by
the  Indiana   Department   of   Insurance,  depending   upon  satisfaction  of
certain  financial  tests   relating  to levels of Standard Life's capital  and
surplus and general approval of the Commissioner  of   the   Indiana Department
of  Insurance.   Standard  Management  currently   anticipates  these quarterly
approvals  will  be  granted.   Assuming  the  approvals  are  granted  and the
September  30,  1999 interest rate of  10.25%  continues,  Standard  Management
will receive interest  income  of  $2.6  million  from  the  surplus debentures
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  $2.3  million  for the first nine 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 $.7 million in the first
nine 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  its  subsidiaries  $.8
million in the first nine 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 September 30, 1999,
Standard Life had statutory capital and  surplus  for  regulatory  purposes  of
$41.8 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.  Throughout
the  remainder  of 1999 the Company will continue  to  monitor  the  status  of
significant business  partners  which  have  not provided assurances that their
compliance  and remediation plans are complete  and  modify  contingency  plans
accordingly.

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 MANAGEMENT CORPORATION AND SUBSIDIARIES

                                __________________



Subsequent Event

On October 25, 1999   Standard   Life  entered  into  an agreement to sell  its
ownership in  Dixie Life for approximately $10.4 million in cash.  The  sale is
expected to close in early 2000.




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.










































<PAGE>

             STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

                            ___________________




                          PART II.  OTHER INFORMATION



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


Exhibits

10.54        Employment Agreement between Standard Management Corporation and
             Paul B. Pheffer dated and effective July 1, 1999.

10.55        Third Amended and Restated Employment Contract by and between
             Standard Management Corporation and Edward T. Stahl, dated and
             effective, as amended July 1, 1999.

10.56        Third Amended and Restated Employment Contract by and between
             Standard Management Corporation and Ronald D. Hunter, dated and
             effective, as amended, July 1, 1999.

10.57        Third Amended and Restated Employment Contract by and between
             Standard Management Corporation and Raymond J. Ohlson, dated and
             effective, as amended, July 1, 1999.

10.58        Second Amended and Restated Employment Contract by and between
             Standard Management Corporation and Stephen M. Coons, dated and
             effective, as amended, July 1, 1999.


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 third
      quarter of 1999.













<PAGE>


               STANDARD MANAGEMENT CORPORATION AND SUBSIDIARIES

                              ____________________







                                  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:   November 5, 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)




<PAGE>