UNITED STATES
                        SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549

                                    FORM 10-K/A
                                 (AMENDMENT No. 1)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
                  For the fiscal year ended December 31, 2004

Commission file number 0-23430

            SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
             (Exact name of registrant as specified in its charter)

         SOUTH DAKOTA                         46-0401087
(State or other jurisdiction of            (I.R.S. Employer
 incorporation or organization)           Identification No.)

  1323 SOUTH MINNESOTA AVENUE
   SIOUX FALLS, SOUTH DAKOTA                    57105
(Address of principal executive offices)      (Zip Code)

Registrant's telephone number, including area code: (605) 334-4000

Securities registered pursuant to Section 12(b) of the Act:  None

Securities registered pursuant to Section 12(g) of the Act:
        CLASS A VOTING PREFERRED STOCK, PAR VALUE $10 PER SHARE
                                (Title of class)

        CLASS C NON-VOTING COMMON STOCK, PAR VALUE $.01 PER SHARE
                                (Title of class)

Indicate by checkmark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports) and (2) has been subject to such filing
requirements for the past 90 days. YES __X___ NO ____

Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by checkmark whether the registrant is an accelerated filer (as defined
in Exchange Act Rule 12b-2).  YES ___ NO __X__

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.

     Class                                       Outstanding at March 18, 2005
     -----                                       -----------------------------
Class C Non-Voting Common Stock                           1,365,604

The aggregate market value of the voting and non-voting common equity held by
non-affiliates is not determinable as there is no market or exchange where
these shares are traded.




                                                     1


On March 31, 2005, the registrant filed its Annual Report on Form 10-K for the
year ended December 31, 2004, with the Securities and Exchange Commission.
This Amendment No. 1 to the registrants Annual Report on Form 10-K is filed to:
(i) Amend Part III, Item 11 in its entirety to include information the
registrant previously intended to incorporate by reference from its proxy
statement for its 2005 Annual Meeting of Shareholders,
(ii) Amend Part III, Item 12 in its entirety to correct certain information.
(iii) Attach Exhibits 10.1 and 10.2, which are Nonqualified Deferred
Compensation Agreements with certain officers.

In addition, in connection with the filing of this Amendment No. 1 and pursuant
to the rules and regulations of the Securities and Exchange Commission, the
registrant is including with this Amendment No. 1 certain currently dated
certifications as Exhibits 31.1, 31.2, 31.3, 32.1, 32.2 and 32.3.  Except as
described above, no other changes have been made to the Annual Report on Form
10-K.  This Amendment No. 1 continues to speak of March 31, 2005, the date of
the filing of the Annual Report on Form 10-K, and the registrant has not
updated the disclosures contained therein to reflect any events that occurred
at any date subsequent to March 31, 2005.

PART III


ITEM 11.  EXECUTIVE COMPENSATION

Name and Principal                                          All Other
Position                  Year      Salary      Bonus     Compensation(1)

L. Paul Jensen            2004      $85,191    $44,548      $13,308(2)
Chief Executive Officer   2003       82,133          0       14,886(2)
                          2002       77,867          0       14,150(2)

Kirk J. Zimmer            2004      154,160     63,341       19,440(2)
Senior Vice President,    2003      148,567          0       20,973(2)
  Chief Operating Officer 2002      143,948          0       18,285(2)

Thomas N. Nicholson       2004      130,218     38,692       22,901(3)
Vice President,           2003      122,945     37,500       22,877(3)
  Marketing               2002      115,520     45,000       22,417(3)

William O. Rossing, M.D.  2004      130,230     40,339       14,803
Vice President,           2003      126,553          0       14,427
   Medical Director       2002      123,002          0       13,952

Brian E. Meyer            2004      110,304     37,117       12,473
Vice President,           2003      106,252          0       12,141
  Information Systems     2002      102,992          0       11,651


(1)  Consists of retirement plan contributions, insurance premiums paid on
deferred compensation plans and other perquisite payments.

(2)  Mr. Jensen and Mr. Zimmer received compensation in the form of payments
of insurance premiums by the Company to their deferred compensation plans.  The
payments for Mr. Jensen were $3,668, $5,502 and $5,502 for the years ended
December 31, 2004, 2003 and 2002, respectively.   The payments for Mr. Zimmer
were $2,000, $4,000 and $2,000 for the years ended December 31, 2004, 2003 and
2002, respectively.

(3)  Mr. Nicholson received compensation in the form of perquisite payments
totaling $4,907, 4,553 and 4,400 for the years ended December 31, 2004, 2003
and 2002, respectively.

The Company has employment agreements with certain executive officers.  The
Company also maintains key person insurance of $250,000 on L. Paul Jensen
and $188,700 on Kirk J. Zimmer.

                                                       2
In connection with employment contracts between the Company and certain officers
and others, provision has been made for future compensation which is payable
upon the completion of the earlier of 25 years of service to the Company
and related organizations or attainment of the age of 65.  At December 31, 2004
and 2003, $106,175 and $96,175, respectively, was accrued under these contracts.

During 2004, the Company paid discretionary bonuses to its employees.  Such
amounts were charged to personnel expenses in the amount of $972,651 and a
portion is included in the table above for the selected individuals listed.  The
Company does not currently have a long-term performance or incentive plan.


COMPENSATION OF DIRECTORS
Directors receive a meeting fee of $250 for each committee meeting they attend.
Total director fees totaled $9,750, $5,750 and $8,200 for the years ended
December 31, 2004, 2003 and 2002, respectively.


COMPENSATION COMMITTEE INTERLOCKS
None of the current or past members of the Compensation Committee, who served
anytime during the fiscal year ended December 31, 2004, is an officer, employee
or former officer of the Company.  The Compensation Committee includes all
members of the Board of Directors.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The following table sets forth information, as of March 18, 2005, regarding the
beneficial ownership of securities of the Company by (i) each person or group
who is known by the Company to be the beneficial owner of more than 5% of the
outstanding voting securities, (ii) all directors of the Company, (iii) each of
the executive officers of the Company to be named in the Summary Compensation
Table to be included in the Company's definitive proxy statement for the Annual
Meeting of Stockholders to be held in June 2005, and (iv) all directors and
executive officers of the Company as a group.  The Company believes that the
beneficial owners of the securities listed below, based on information
furnished by such owners, have sole voting and investment power (or shares
such powers with his or her spouse), subject to the terms of the respective
classes of securities of the Company and the information contained in the notes
to the table.
                                                   Amount & Nature
 Title                Name and Address of           of Beneficial    Percent
of Class               Beneficial Owner               Ownership      of Class
----------------------------------------------------------------------------
Class B Preferred     South Dakota State                1,800          100%
                      Medical Association(1)
                      1323 South Minnesota Avenue
                      Sioux Falls, SD 57105

Class A Preferred     Lloyd Solberg, M.D.                   1          .07%
Class C Common        P. O. Box 5054                  135,330         9.91%
                      Sioux Falls, SD 57117-5054

Class A Preferred     Thomas L. Krafka, M.D.                1          .07%
Class C Common                                         16,640         1.22%

Class A Preferred     John C. Sternquist, M.D.              1          .07%
Class C Common                                            560          .04%

Class A Preferred     Thomas L. Luzier                      1          .07%
Class C Common                                          1,960          .14%


                                                                   3

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS (cont.)
                                                   Amount & Nature
 Title                Name and Address of           of Beneficial    Percent
of Class               Beneficial Owner               Ownership      of Class
----------------------------------------------------------------------------
Class A Common        Stephan D. Schroeder                  1          .07%
Class C Common                                          1,920          .14%

Class A Preferred     James Engelbrecht, M.D.               1          .07%
Class C Common                                          1,160          .08%

Class A Preferred     John Rittmann, M.D.                   1          .07%
Class C Common                                          8,421          .62%

Class A Preferred     James Reynolds, M.D.                  1          .07%
Class C Common                                         50,440         3.69%

Class A Preferred     Vance Thompson, M.D.                  1          .07%
Class C Common                                          1,000          .07%

Class C Common        Bob Sutton                           --           --

Class C Common        Van Johnson                          --           --

Class C Common        L. Paul Jensen(2)                 5,760          .42%
                      1323 South Minnesota Avenue
                      Sioux Falls, SD 57105

Class C Common        William Rossing, M.D.             8,720          .64%

Class C Common        Kirk J. Zimmer                      800          .06%

Class C Common        Thomas Nicholson                     --           --

Class A Preferred     All Directors and Executive           8          .53%
                      Officers as a Group
Class C Common        (14 people)                      97,381         7.13%
- --------------
(1) The South Dakota State Medical Association is an affiliated company.
(2) L. Paul Jensen is the Chief Executive Officer of the Company and the
South Dakota State Medical Association.



EQUITY COMPENSATION PLAN INFORMATION
The Company does not currently have any equity compensation plans for
its directors, officers or other employees.  As such, the Company has
omitted the table required under 201(d) of Regulation S-K.



PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


(a)(3) Exhibits
The Exhibits listed in the accompanying index to Exhibits are filed as part of
this Amendment No. 1 to the Annual Report on Form 10-K/A.



                                                    4



SIGNATURES


Pursuant to the requirements of the Section 13 or 15(d) 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.

SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED


By  _/s/ L. Paul Jensen                     Dated  05/12/2005
   ----------------------------------             --------------------
     L. Paul Jensen
     Chief Executive Officer
     (Principal Executive Officer)


By  _/s/ Kirk J. Zimmer                     Dated  05/12/2005
   ----------------------------------             --------------------
     Kirk J. Zimmer
     Senior Vice President and Chief Operating Officer
     (Principal Financial Officer)


By   /s/ Bruce Hanson                       Dated   05/12/2005
   ----------------------------------             --------------------
     Bruce E. Hanson
     Vice President Finance and Chief Financial Officer
     (Principal Financial Officer)































                                                               5


                                  EXHIBIT INDEX
                                  -------------

Exhibit No.       Description
- -----------       -----------
10.1 Nonqualified Deferred Compensation Agreement
10.2 Nonqualified Deferred Compensation Agreement
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Senior Vice President and Chief Operating Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.3 Certification of Vice President Finance and Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1 Certification of Chief Executive Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of Senior Vice President and Chief Operating Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.3 Certification of Vice President Finance and Chief Financial Officer
Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002












































                                                    6

                                                             Exhibit 10.1

NONQUALIFIED DEREFERRED COMPENSATION AGREEMENT


THIS AGREEMENT made this _9th_ day of __June_, _1994, by and between South
Dakota State Medical Holding Company, Incorporated, a corporation organized
under the State of South Dakota, hereinafter referred to as "Corporation," and
_L. Paul Jensen_, an individual whose address is _RR 2 Box 26_, and who resides
in the rural  Dell Rapids, County of Minnehaha, and State of South Dakota,
hereinafter referred to a "Employee."

WITNESS THAT, in consideration of the Agreement and mutual promises hereinafter
contained, the parties hereto agree as follows:

WHEREAS, the Corporation currently employs the Employee, and the Employee serves
the Corporation in such capacity as the Board of Directors of the Corporation
may designate from time to time; and

WHEREAS, the Employee currently devotes a substantial portion of his time,
attention, skill, and efforts to the performance of duties on behalf of the
Corporation, and

WHEREAS, in consideration of the past and future valuable services rendered on
behalf of the Corporation, as well as in providing an inducement for ongoing
valuable services until retirement, the Corporation has agreed to provide a
deferred compensation benefit.

NOW THEREFORE, this Agreement shall provide for certain deferred compensation
benefits pursuant to the Employer - Employee relationship between the
Corporation and the Employee.

ARTICLE I.

DEFINITIONS.  The following definitions shall govern this Agreement.

1.  AGE means Employee's age at the nearest birthday, except as otherwise
specifically provided.

2.  ANNIVERSARY DATE means the date of this Agreement and each anniversary
thereof.

3.  BENEFICIARY means the person designated in writing to receive any benefits
upon the death of the Employee.  If no such designation is made or if the
designated person is not living at the death of the Employee, the Beneficiary
shall be the deceased Employee's spouse, if living, otherwise the children
born of the marriage of the Employee and his otherwise personal representative,
executors, or administrators.

4.  COMPENSATION means the remuneration received by the Employee as basic
salary or wages, plus overtime pay, bonus payments, commissions, and any other
form of irregular or nonrecurring cash compensation received by an Employee, as
certified by the Corporation.

5.  DEFERRED COMPENSATION ACCOUNT means the individual account maintained for
the Employee by the Corporation from the general assets of the Corporation
which may include amounts invested in life insurance policies.

6.  DISABILITY means disability as defined under the Social Security laws of
the United States for purposes of the payment of Social Security disability
benefits or in the event life insurance is purchased as disability is defined
by any policy of life insurance purchased by the Corporation under the terms
of this Agreement.

7.  EFFECTIVE DATE means the date of this Agreement, unless the Corporation
specified otherwise.

8.  EMPLOYER means Corporation.  In the case of a group of employers which
constitute a controlled group of corporations (as defined in Section 414(b) of
the Internal Revenue Code as modified) or which constitutes trades or
businesses which are under common control (as defined in Section 414(c) of
the Internal Revenue Code as modified) all such employers shall be considered
a single Employer.

9.  NORMAL RETIREMENT AGE means the earlier of age 65 or any earlier retirement
age specified by the Board of Directors by resolution.  Such Board of
Directors' resolution shall make specific reference to this Agreement,
including the date hereof in such resolution.

10.  YEARS OF SERVICE WITH RELATED ORGANIZATIONS means full or part-time
employment with the South Dakota State Medical Association and South Dakota
Foundation for Medical Care.

ARTICLE II.

RESERVE ACCOUNT FOR DEFERRED COMPENSATION.  The Corporation shall record and
maintain a separate liability account for deferred compensation, the balance of
which shall be equal to the present value of future benefits payable by the
Corporation to the Employee.  Life insurance purchased by the Corporation to
fund its deferred compensation liability shall be current as to premium
payments at all times and the cash surrender value of such policies may be used
to determine the liability for deferred compensation.

The Corporation and the Employee shall take such steps as are necessary to
insure the existing life insurance policies on the life of the Employee shall
be governed by the terms of this Agreement.

ARTICLE III.

GENERAL CREDITOR.  The Employee shall be regarded as a general creditor of the
Corporation with respect to any rights derived by the Employee from the
existence of this Agreement or the existence or amount of the Deferred
Compensation Account.

ASSETS.  Title to and beneficial ownership of any assets, whether life
insurance policies, cash value of the life insurance policies, or other assets
which the Corporation may earmark to pay the deferred compensation benefit here
under, shall at all times remain in the Corporation.  The Employee and his
Beneficiary shall not have any property interest whatsoever in any specific
assets of the Corporation.

ARTICLE IV.

PAYMENT OF DEFERRED COMPENSATION TO THE EMPLOYEE.  The benefits to be paid as
deferred compensation to the Employee (unless forfeited by the occurrence of
any of the events of forfeiture specified in Article VI) are as follows:

1.  Upon completion of 25 years of service to the Corporation and related
organizations or retirement by the Employee from employment by the Corporation
at normal retirement age, whichever shall occur first, the Corporation shall
pay to him in amounts and at such times to be agreed upon by the parties not
to exceed five (5) annual payments the net cash value of any life insurance
policy purchased by the Corporation pursuant to this Agreement.  If the
Employee should die on or after the date of normal retirement age and before
the benefit payments are made, the unpaid balance of the net cash value will
continue to be paid to the Employee's estate in amounts not to exceed
five (5) annual payments.

Upon completion of 25 years of service to the Corporation and related
organizations, the Employee and the Corporation shall make an election within
the first three (3) calendar months of the year to extend the payment of
deferred compensation for a further period not to exceed five (5) years of
exercise the right to the payment of deferred compensation benefits which
have accrued under this Agreement.

2.  In the event that the Employee's employment shall terminate by reason of
death before reaching the date of normal retirement age, and while in the
employ of the Corporation, the Corporation shall pay to the Employee's
designated Beneficiary the benefit payable under the policy of life insurance
subject to the following:  20% of the death benefit shall be paid to the
Corporation for the executive search for and replacement of the Employee.

LUMP SUM.  The Board of Directors may, by resolution, specifically referring
to this Agreement and the date hereof, provide for the payment of the entire
Deferred Compensation Account hereunder in the form of a single, lump-sum
payment, or any other schedule of installment payments, as long as the term of
such payments shall not exceed five (5) years.

ARTICLE V.

DISABILITY OF EMPLOYEE.  In the event the Employee shall become partially or
totally disabled, as that event is defined herein, the Board may in its sole
discretion choose to pay the benefits equal to the present cash value of the
life insurance.

ARTICLE VI.

FORFEITURE PROVISIONS.  All rights to any deferred compensation payments,
pursuant to this Agreement, including the payment of any unpaid installments,
shall be immediately forfeited if any of the following events occur:

1.  The Employee resigns against the wishes of the Corporation or its Board
of Directors.

2.  The Employer-Employee relationship is terminated on the grounds that the
Employee engaged in any act which, in the opinion of the Board of Directors,
is inimical to the best interest of the Corporation, including fraud,
embezzlement, nonproductivity, disloyalty, etc.  The judgment of the Board of
Directors, as expressed by a majority vote, shall be final as to the
determination of the nature of any acts performed by the Employee which are
subject to this Article.  The Board of Directors, in its sole discretion, may
interpret and decide upon the nature of such acts.

3.  During the five (5) year period following retirement, the Employee refuses
to provide advice or counsel to the Corporation when reasonably requested to
do so and when reasonably able to do so.

ARTICLE VII.

LIABILITY OF EMPLOYER.  Nothing in this Agreement shall constitute the creation
of a trust fiduciary relationship between the Corporation and the Employee or
between the Corporation and the Beneficiary or any other person.  The
Corporation shall not be considered a trustee by reason of this Agreement.

ARTICLE VIII.

ASSIGNMENT.  No rights under this Agreement may be assigned, transferred,
pledged, or encumbered by the Employee or the Beneficiary except by will or
by the South Dakota intestate laws or other laws of descent and distribution.
This Agreement may be assigned by the Corporation only upon the following
events:

1.  The Corporation or its assets are purchased by another corporation or are
merged into the assets of another corporation.

2.  Prior written consent of the Employee.

ARTICLE IX.

AGREEMENT BINDING.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective next of kin, successors,
assigns, heirs, personal representatives, executors, administrators, and
legatees.  The Corporation shall not merge or consolidate with any other
corporation or reorganize unless and until such succeeding corporation agrees
to assume and discharge the obligations of the Corporation under this
Agreement.  Upon such assumption, the term "Corporation" as used in this
Agreement shall be deemed to refer to such successor Corporation.  This
Agreement shall not be modified or amended except by a writing signed by
both parties and approved by the Board of Directors with specific reference
to this Agreement and the date hereof.

ARTICLE X.

ENTIRE AGREEMENT.  This document constitutes the entire Agreement between the
parties.  This Agreement may only be modified, altered, or amended by prior
written approval and consent of the parties hereto, except those provisions
which may be amended solely by Board of Directors' resolution as described in
this Agreement.

ARTICLE XI.

NOT "COMPENSATION" FOR OTHER PURPOSES.  Any deferred compensation payable under
this Agreement (or actuarial or the net present value of any such payments)
shall not be deemed salary or other compensation to the Employee for purposes of
any qualified retirement plans maintained by the Corporation or for purposes of
any other fringe benefit obligations of the Corporation.

ARTICLE XII.

CLAIMS SUBMISSION AND REVIEW PROCEDURE.  In the event that any claim for
benefits, which must initially be submitted in writing to the Board of Directors
of the Corporation, is denied (in whole or in part) hereunder, the claimant
shall receive from the Corporation notice in writing, written in a manner
calculated to be understood by the claimant, setting forth the specific reasons
for denial, with specific reference to pertinent provisions of this Agreement.
The interpretations and construction hereof by the Board of Directors shall be
binding and conclusive on all persons and for all purposes.  Any disagreements
about such interpretations and construction shall be established by the
American Arbitration Association.  No member of the Board of Directors shall be
liable to any person for any action taken hereunder except those actions
undertaken with lack of good faith.  This Agreement shall be construed in
accordance with and governed by the law of the State of South Dakota.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.

                                         By


                                        __/s/ Robert L. Ferrell_______________
                                           Name:
                                           Title:

Witnesses                                           ACKNOWLEDGED:

___/s/ Robert D. Johnson__________      _____/s/ L. Paul Jensen_______________
                                           Employee

__/s/ Kirk J. Zimmer______________





                                                            Exhibit 10.2

NONQUALIFIED DEREFERRED COMPENSATION AGREEMENT


THIS AGREEMENT made this _9th_ day of __June_, _1994, by and between South
Dakota State Medical Holding Company, Incorporated, a corporation organized
under the State of South Dakota, hereinafter referred to as "Corporation," and
_Kirk J. Zimmer_, an individual whose address is _4412 Walker Way_, and who
resides in the rural  Sioux Falls, County of Minnehaha, and State of South
Dakota, hereinafter referred to a "Employee."

WITNESS THAT, in consideration of the Agreement and mutual promises hereinafter
contained, the parties hereto agree as follows:

WHEREAS, the Corporation currently employs the Employee, and the Employee serves
the Corporation in such capacity as the Board of Directors of the Corporation
may designate from time to time; and

WHEREAS, the Employee currently devotes a substantial portion of his time,
attention, skill, and efforts to the performance of duties on behalf of the
Corporation, and

WHEREAS, in consideration of the past and future valuable services rendered on
behalf of the Corporation, as well as in providing an inducement for ongoing
valuable services until retirement, the Corporation has agreed to provide a
deferred compensation benefit.

NOW THEREFORE, this Agreement shall provide for certain deferred compensation
benefits pursuant to the Employer - Employee relationship between the
Corporation and the Employee.

ARTICLE I.

DEFINITIONS.  The following definitions shall govern this Agreement.

1.  AGE means Employee's age at the nearest birthday, except as otherwise
specifically provided.

2.  ANNIVERSARY DATE means the date of this Agreement and each anniversary
thereof.

3.  BENEFICIARY means the person designated in writing to receive any benefits
upon the death of the Employee.  If no such designation is made or if the
designated person is not living at the death of the Employee, the Beneficiary
shall be the deceased Employee's spouse, if living, otherwise the children
born of the marriage of the Employee and his otherwise personal representative,
executors, or administrators.

4.  COMPENSATION means the remuneration received by the Employee as basic
salary or wages, plus overtime pay, bonus payments, commissions, and any other
form of irregular or nonrecurring cash compensation received by an Employee, as
certified by the Corporation.

5.  DEFERRED COMPENSATION ACCOUNT means the individual account maintained for
the Employee by the Corporation from the general assets of the Corporation
which may include amounts invested in life insurance policies.

6.  DISABILITY means disability as defined under the Social Security laws of
the United States for purposes of the payment of Social Security disability
benefits or in the event life insurance is purchased as disability is defined
by any policy of life insurance purchased by the Corporation under the terms
of this Agreement.

7.  EFFECTIVE DATE means the date of this Agreement, unless the Corporation
specified otherwise.

8.  EMPLOYER means Corporation.  In the case of a group of employers which
constitute a controlled group of corporations (as defined in Section 414(b) of
the Internal Revenue Code as modified) or which constitutes trades or
businesses which are under common control (as defined in Section 414(c) of
the Internal Revenue Code as modified) all such employers shall be considered
a single Employer.

9.  NORMAL RETIREMENT AGE means the earlier of age 65 or any earlier retirement
age specified by the Board of Directors by resolution.  Such Board of
Directors' resolution shall make specific reference to this Agreement,
including the date hereof in such resolution.

10.  YEARS OF SERVICE WITH RELATED ORGANIZATIONS means full or part-time
employment with the South Dakota State Medical Association and South Dakota
Foundation for Medical Care.

ARTICLE II.

RESERVE ACCOUNT FOR DEFERRED COMPENSATION.  The Corporation shall record and
maintain a separate liability account for deferred compensation, the balance of
which shall be equal to the present value of future benefits payable by the
Corporation to the Employee.  Life insurance purchased by the Corporation to
fund its deferred compensation liability shall be current as to premium
payments at all times and the cash surrender value of such policies may be used
to determine the liability for deferred compensation.

The Corporation and the Employee shall take such steps as are necessary to
insure the existing life insurance policies on the life of the Employee shall
be governed by the terms of this Agreement.

ARTICLE III.

GENERAL CREDITOR.  The Employee shall be regarded as a general creditor of the
Corporation with respect to any rights derived by the Employee from the
existence of this Agreement or the existence or amount of the Deferred
Compensation Account.

ASSETS.  Title to and beneficial ownership of any assets, whether life
insurance policies, cash value of the life insurance policies, or other assets
which the Corporation may earmark to pay the deferred compensation benefit here
under, shall at all times remain in the Corporation.  The Employee and his
Beneficiary shall not have any property interest whatsoever in any specific
assets of the Corporation.

ARTICLE IV.

PAYMENT OF DEFERRED COMPENSATION TO THE EMPLOYEE.  The benefits to be paid as
deferred compensation to the Employee (unless forfeited by the occurrence of
any of the events of forfeiture specified in Article VI) are as follows:

1.  Upon completion of 25 years of service to the Corporation and related
organizations or retirement by the Employee from employment by the Corporation
at normal retirement age, whichever shall occur first, the Corporation shall
pay to him in amounts and at such times to be agreed upon by the parties not
to exceed five (5) annual payments the net cash value of any life insurance
policy purchased by the Corporation pursuant to this Agreement.  If the
Employee should die on or after the date of normal retirement age and before
the benefit payments are made, the unpaid balance of the net cash value will
continue to be paid to the Employee's estate in amounts not to exceed
five (5) annual payments.

Upon completion of 25 years of service to the Corporation and related
organizations, the Employee and the Corporation shall make an election within
the first three (3) calendar months of the year to extend the payment of
deferred compensation for a further period not to exceed five (5) years of
exercise the right to the payment of deferred compensation benefits which
have accrued under this Agreement.

2.  In the event that the Employee's employment shall terminate by reason of
death before reaching the date of normal retirement age, and while in the
employ of the Corporation, the Corporation shall pay to the Employee's
designated Beneficiary the benefit payable under the policy of life insurance
subject to the following:  20% of the death benefit shall be paid to the
Corporation for the executive search for and replacement of the Employee.

LUMP SUM.  The Board of Directors may, by resolution, specifically referring
to this Agreement and the date hereof, provide for the payment of the entire
Deferred Compensation Account hereunder in the form of a single, lump-sum
payment, or any other schedule of installment payments, as long as the term of
such payments shall not exceed five (5) years.

ARTICLE V.

DISABILITY OF EMPLOYEE.  In the event the Employee shall become partially or
totally disabled, as that event is defined herein, the Board may in its sole
discretion choose to pay the benefits equal to the present cash value of the
life insurance.

ARTICLE VI.

FORFEITURE PROVISIONS.  All rights to any deferred compensation payments,
pursuant to this Agreement, including the payment of any unpaid installments,
shall be immediately forfeited if any of the following events occur:

1.  The Employee resigns against the wishes of the Corporation or its Board
of Directors.

2.  The Employer-Employee relationship is terminated on the grounds that the
Employee engaged in any act which, in the opinion of the Board of Directors,
is inimical to the best interest of the Corporation, including fraud,
embezzlement, nonproductivity, disloyalty, etc.  The judgment of the Board of
Directors, as expressed by a majority vote, shall be final as to the
determination of the nature of any acts performed by the Employee which are
subject to this Article.  The Board of Directors, in its sole discretion, may
interpret and decide upon the nature of such acts.

3.  During the five (5) year period following retirement, the Employee refuses
to provide advice or counsel to the Corporation when reasonably requested to
do so and when reasonably able to do so.

ARTICLE VII.

LIABILITY OF EMPLOYER.  Nothing in this Agreement shall constitute the creation
of a trust fiduciary relationship between the Corporation and the Employee or
between the Corporation and the Beneficiary or any other person.  The
Corporation shall not be considered a trustee by reason of this Agreement.

ARTICLE VIII.

ASSIGNMENT.  No rights under this Agreement may be assigned, transferred,
pledged, or encumbered by the Employee or the Beneficiary except by will or
by the South Dakota intestate laws or other laws of descent and distribution.
This Agreement may be assigned by the Corporation only upon the following
events:

1.  The Corporation or its assets are purchased by another corporation or are
merged into the assets of another corporation.

2.  Prior written consent of the Employee.

ARTICLE IX.

AGREEMENT BINDING.  This Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective next of kin, successors,
assigns, heirs, personal representatives, executors, administrators, and
legatees.  The Corporation shall not merge or consolidate with any other
corporation or reorganize unless and until such succeeding corporation agrees
to assume and discharge the obligations of the Corporation under this
Agreement.  Upon such assumption, the term "Corporation" as used in this
Agreement shall be deemed to refer to such successor Corporation.  This
Agreement shall not be modified or amended except by a writing signed by
both parties and approved by the Board of Directors with specific reference
to this Agreement and the date hereof.

ARTICLE X.

ENTIRE AGREEMENT.  This document constitutes the entire Agreement between the
parties.  This Agreement may only be modified, altered, or amended by prior
written approval and consent of the parties hereto, except those provisions
which may be amended solely by Board of Directors' resolution as described in
this Agreement.

ARTICLE XI.

NOT "COMPENSATION" FOR OTHER PURPOSES.  Any deferred compensation payable under
this Agreement (or actuarial or the net present value of any such payments)
shall not be deemed salary or other compensation to the Employee for purposes of
any qualified retirement plans maintained by the Corporation or for purposes of
any other fringe benefit obligations of the Corporation.

ARTICLE XII.

CLAIMS SUBMISSION AND REVIEW PROCEDURE.  In the event that any claim for
benefits, which must initially be submitted in writing to the Board of Directors
of the Corporation, is denied (in whole or in part) hereunder, the claimant
shall receive from the Corporation notice in writing, written in a manner
calculated to be understood by the claimant, setting forth the specific reasons
for denial, with specific reference to pertinent provisions of this Agreement.
The interpretations and construction hereof by the Board of Directors shall be
binding and conclusive on all persons and for all purposes.  Any disagreements
about such interpretations and construction shall be established by the
American Arbitration Association.  No member of the Board of Directors shall be
liable to any person for any action taken hereunder except those actions
undertaken with lack of good faith.  This Agreement shall be construed in
accordance with and governed by the law of the State of South Dakota.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the day
and year first above written.

                                         By


                                        __/s/ Robert L. Ferrell_______________
                                           Name:
                                           Title:

Witnesses                                           ACKNOWLEDGED:

___/s/ Robert D. Johnson__________      __/s/ Kirk J. Zimmer__________________
                                           Employee

__/s/ L. Paul Jensen______________





                                                            Exhibit 31.1
CERTIFICATIONS

I, L. Paul Jensen, certify that:
1.  I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A
of South Dakota State Medical Holding Company, Incorporated.;
2.  Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3.  Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4.  The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a)  Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b)  Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c)  Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5.  The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors:
a)  All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b)  Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.

/s/_L. Paul Jensen________
L. Paul Jensen
Chief Executive Officer

Date:  May 12, 2005


















                                                             Exhibit 31.2
CERTIFICATIONS
I, Kirk J. Zimmer, certify that:
1.  I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A
of South Dakota State Medical Holding Company, Incorporated.;
2.  Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3.  Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4.  The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a)  Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b)  Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c)  Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5.  The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors:
a)  All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b)  Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.


/s/ Kirk J. Zimmer______
Kirk J. Zimmer
Senior Vice President and Chief Operating Officer

Date:  May 12, 2005



















                                                         Exhibit 31.3
CERTIFICATIONS
I, Bruce E. Hanson, certify that:
1.  I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K/A
of South Dakota State Medical Holding Company, Incorporated.;
2.  Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3.  Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4.  The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a)  Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b)  Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c)  Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5.  The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors:
a)  All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b)  Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.


_/s/ Bruce Hanson_______
Bruce E. Hanson
Vice President Finance and Chief Financial Officer

Date:  May 12, 2005

















                                                        Exhibit 32.1



                                   CERTIFICATION PURSUANT TO
                                      18 U.S.C. Sec. 1350,
                                     AS ADOPTED PURSUANT TO
                             SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Amendment No. 1 to the Annual Report of South Dakota
State Medical Holding Company, Incorporated, dba DAKOTACARE(the "Company")
on Form 10-K/A for the year ended December 31, 2004, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
L. Paul Jensen, Chief Executive Officer of the Company, certify, pursuant
to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.



__/s/ L. Paul Jensen_________
L. Paul Jensen
Chief Executive Officer

May 12, 2005

A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to
the Securities and Exchange Commission or its staff upon request.
































                                                        Exhibit 32.2



                                   CERTIFICATION PURSUANT TO
                                      18 U.S.C. Sec. 1350,
                                     AS ADOPTED PURSUANT TO
                             SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Amendment No. 1 to the Annual Report of South Dakota
State Medical Holding Company, Incorporated, dba DAKOTACARE(the "Company")
on Form 10-K/A for the year ended December 31, 2004, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Kirk Zimmer, Senior Vice President and Chief Operating Officer of the Company,
certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.



__/s/ Kirk J. Zimmer________
Kirk J. Zimmer
Senior Vice President and Chief Operating Officer

May 12, 2005

A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to
the Securities and Exchange Commission or its staff upon request.































                                                        Exhibit 32.3



                                   CERTIFICATION PURSUANT TO
                                      18 U.S.C. Sec. 1350,
                                     AS ADOPTED PURSUANT TO
                             SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002


In connection with the Amendment No. 1 to the Annual Report of South Dakota
State Medical Holding Company, Incorporated, dba DAKOTACARE(the "Company")
on Form 10-K/A for the year ended December 31, 2004, as filed with the
Securities and Exchange Commission on the date hereof (the "Report"), I,
Bruce Hanson, Vice President Finance and Chief Financial Officer of the
Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and

(2)The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of the Company.



__/s/ Bruce Hanson_____
Bruce E. Hanson
Vice President Finance and Chief Financial Officer

May 12, 2005

A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to
the Securities and Exchange Commission or its staff upon request.