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

                                    FORM 10-K

[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934
                  For the fiscal year ended December 31, 2001

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 PREFERRED STOCK, NO PAR VALUE, STATED VALUE $10 PER SHARE
                                (Title of class)

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

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

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 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 21, 2002
     -----                                       -----------------------------
Class C Common Stock                                          1,365,604

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

                        DOCUMENTS INCORPORATED BY REFERENCE
Certain portions of the document listed below have been incorporated by
Reference into the indicated part of this Form 10-K

                   DOCUMENT INCORPORATED     PART OF FORM 10-K
Proxy Statement for 2002 Annual Meeting Item 11 of Part III

                                     PART I

ITEM 1. BUSINESS

South Dakota State Medical Holding Company, Incorporated (the Company,
Corporation or DAKOTACARE), was incorporated in the State of South Dakota on May
5, 1988. Its corporate offices are located at 1323 South Minnesota Avenue, Sioux
Falls, South Dakota, 57105. The Articles of Incorporation permit the Company to
engage in the development of quality comprehensive health care delivery systems;
to conduct, promote, or operate alternative health care delivery systems and
other contractual health service arrangements, including but not limited to,
traditional third party reimbursement systems, preferred provider organizations,
and health maintenance organizations (HMO).

The Company contracts with over 98% of the physicians in the State of South
Dakota, 100% of the hospitals in the State of South Dakota, and many other
health care providers to provide medical services to its enrollees. Physicians
who are members of the South Dakota State Medical Association and who complete
the Company's credentialing process may participate with the Company by
purchasing one share of Class A voting preferred stock of the Company for $10.
The fee for non-members is $1,000. The South Dakota State Medical Association
owns 100% of the Class B voting preferred stock of the Company, and through this
ownership, maintains voting control of the Company.

The Company's agreements with participating physicians stipulate compensation on
a fee-for-service basis utilizing a relative value schedule developed by the
Company. This schedule assigns a value (measured in number of units) for each
individual service for which a physician may perform and submit a bill. These
values are then multiplied by an overall value per unit assigned by the Company,
and the product is the maximum amount allowed for payment to the physician.
Actual reimbursement is at the lower of this product or the actual billed
amount. The Company, at least annually, reviews the unit values and makes
adjustments when considered necessary. The effect of this reimbursement
mechanism is to establish a maximum allowable reimbursement, which is not
dependent upon actual billed charges. Regardless of the physician bill,
reimbursement will never exceed the maximum amount established by the relative
value schedule. Physicians also may not bill patients for any excess of the
billed charge over the amount allowed by the Company, but instead have
contractually agreed to hold the patient harmless for any such amounts.

The Company's agreements with participating physicians provide that up to 20% of
fees for services provided, as submitted to and allowed by the Company, may be
withheld to provide a contingency reserve that may be used to fund operations or
meet other financial requirements of the Company. The percentage withheld for
years 1999 through 2001 was 15%. The contingency reserve withholding is also
designed to encourage efficient medical practice by the physicians. Less
expensive medical outcomes enhance net income and consequently, an increased
likelihood of contingency reserve payouts to the physicians. The amounts
withheld may be paid to the participating physicians at the discretion of the
Board of Directors of the Company, although the Company is not contractually
obligated to pay out amounts withheld. Management estimates the expected amount
of contingency reserves and records a liability based upon factors such as cash
flow needs, net income, and accumulations of amounts withheld. The Company
withheld from payment to the participating physicians $2,276,742 and $1,497,780
for the years ended December 31, 2001 and 2000, respectively.  Payments to
physicians are made at such times as the Board of Directors approves payouts.
The recorded liability for contingency reserves at December 31, 2001 and 2000,
was $3,846,711 and $2,875,472, respectively. The recorded liability is equal
to actual amounts withheld plus or minus claims adjustments for each of the
three years in the period ended December 31, 2001.

                                                                          2.
In 1992, the Company incorporated DAKOTACARE Administrative Services,
Incorporated (DAS), a wholly owned subsidiary of the Company. In 1994, the
Company organized and then purchased a 50.11% interest in Dakota Health Plans,
Incorporated (DHP). During December of 1998, DHP ceased business operations
and the Company was formally dissolved in 2001.  In January 1996, the
Company incorporated DAKOTACARE Insurance, Ltd. (DIL), a wholly owned
subsidiary of the Company. DIL was formed to accept reinsurance risk on
stop-loss policies of DAS and DHP customers, reinsurance risk on group
term life insurance coverage of DAKOTACARE and DAS customers and other
insurance risks. In August 2000, the Company organized and purchased a 54.35%
interest in Carewest, Inc. (Carewest) and increased its ownership percentage
in Carewest to 81.30% at December 31, 2001.  The Articles of Incorporation of
DAS, DHP and Carewest permit them to engage in the development of Third Party
Administration(TPA) services for health and welfare plans.  Carewest has
subcontracted with DAS to perform a substantial part of the TPA activities.

PRODUCTS AND MARKETING
The Company markets its products under the trade name of DAKOTACARE. The Company
has three reportable segments as defined by Financial Accounting Standards
Board (FASB) Statement No. 131. The segments' products include group managed
health care products (HMO), managed care and claims administration services for
self-insured employer groups (TPA) and the reinsurance segment, which provides
excess medical stop loss coverage to the self insured employer groups. A
detailed analysis of the various segments is contained in the Notes to the
Consolidated Financial Statements-Note 12. The Company markets its products
through an exclusive network of independent insurance agents throughout South
Dakota.

The Company markets its products to employer groups with a minimum of two
covered employees and its' customers range in size from employers of this size
to its largest customer with over 12,850 employees. As of January 1, 2002,
DAKOTACARE and its subsidiaries provided health care services to approximately
113,000 individuals, which also includes enrollment in ancillary product
services for both the HMO and TPA products.

Approximately 15% of the state's population and approximately 23% of
DAKOTACARE's target market of approximately 450,000 is served by DAKOTACARE and
its subsidiaries, which does not include Medicare and Medicaid populations,
federal employee groups, the individual policy market, and other potential
populations. The Company's HMO enrollment, which was approximately 30,000 at
the end of 2000, increased to approximately 35,000 by the end of 2001.
Net enrollment added effective January 1, 2002 was approximately 3,000
members.  Commencing in 1993, the Company began its TPA business and by
January 1, 2002, had enrolled approximately 65,000 enrollees, bringing
the total individuals served by the Company and its' subsidiaries to
approximately 103,000. The Company's HMO client disenrollment rate is lower
than the industry rate as a whole. All underwriting and pricing decisions are
made by the DAKOTACARE underwriting department based on underwriting policy
and guidelines established by senior management.  DAKOTACARE's underwriters
evaluate the prior loss history, the inherent risk characteristics, and the
demographic makeup of the applicants where appropriate.

The Company's policy is to reinsure that portion of risk in excess of $125,000
in 2001 and 2000 of covered hospital inpatient expenses of any enrollee per
contract year.  The covered expenses are subject to a coinsurance provision
which ranged from 50% to 90% in 2001 and 2000 based on average daily amounts
specified in the plan.  They are also subject to a $2,000,000 lifetime maximum
benefit per enrollee in 2001 and 2000.  The Company would be liable for any
obligations that the reinsuring company is unable to meet under the reinsurance
agreement.  The reinsurance agreement also provides for enrollee benefits to be
paid in the event the Company should cease operations or become insolvent, and
a conversion privilege for all enrollees in the event of plan insolvency and
for any enrollee that moves out of the service area of the Company.

                                                                          3.
The Company operates under a license issued by the South Dakota Department of
Commerce and Regulation, Division of Insurance, for the operation of the health
maintenance organization. DAS and Carewest are also registered as third party
administrators in South Dakota and several other states. The Company has
also received certification from the South Dakota Department of Labor as a
workers' compensation managed care plan.

The Company continually seeks out and evaluates opportunities for future growth
and expansion. These opportunities may include acquisitions or dispositions of
segments of its operations, marketing of insurance products underwritten by
other companies, the internal development of new products and techniques for the
containment of health care costs, and the measurement of the outcomes and
efficiency of health care delivered.

COMPETITION
The managed health care industry evolved primarily as a result of health care
buyers' concerns over rising health care costs. The industry's goal is to infuse
greater cost effectiveness and accountability into the health care system
through the development of different managed care products, while increasing the
accessibility and quality of health care services. The managed health care
industry has become increasingly competitive in many markets. As managed care
(HMO, Preferred Provider Organization, etc.) penetration of the health care
market increases, the Company expects that marketing to large employer groups
will become more difficult and competition for smaller employer groups will
intensify. In addition, more employers may choose to self-insure their health
care risk and seek benefit administration and managed care services from third
parties to assist them in controlling and reporting health care costs. In such
an environment, the Company believes that having a broad line of health care
programs and products available will be important in being selected by employers
to manage their health care programs. The Company's health care products compete
for group membership with traditional health insurance plans, Blue Cross/Blue
Shield plans, other HMO's, and third party administrators who provide
services to self-insured employers. The ability to increase the number of
individuals covered by the Company's services or to increase premiums can be
affected by the level of competition in any particular area. The Company
believes that the principal competitive factors affecting the Company include
price, the level and quality of service provided, provider network
capabilities, and marketplace reputation.

REGULATIONS
The Company is regulated by the South Dakota Department of Commerce and
Regulation, Division of Insurance (Division). South Dakota statutes require the
filing of periodic financial reports and maintenance of restricted deposits in
an amount of not less than the greater of fifty percent of unearned premiums of
the Company on its outstanding policies or $200,000. The Company requires
approval from the Division for the Company's benefits contracts and premium
rates, licensing of its agents, and other items. The Company is also subject to
periodic examination of its financial affairs and market conduct.

DAKOTACARE must comply with applicable insurance statutes and regulations which
prescribe the nature, form, quality, and relative amounts of investments which
may be made by insurance companies and HMOs. Generally, these statutes and
regulations permit companies to invest within varying limitations in state,
municipal, and federal government obligations, corporate obligations, preferred
and common stocks, bank certificates of deposit, and certain types of real
estate and first mortgage loans. The Company's management believes that its
investment strategy is conservative, with preservation of capital being the
foremost objective. Its investment strategy is also influenced by the terms of
its coverage written and by its expectations as to the timing of claims and
contingency reserves payments.

                                                                          4.

The following table sets forth, by type of investment, the percentage of the
total investment portfolio, excluding cash and cash equivalents and contracts
with life insurance companies, represented by each type of investment as of
December 31:

                                                       2001              2000
                                                       ----              ----
 Certificates of deposit                               21.5%             20.7%
 Obligations of state and political
   subdivisions                                        51.3              44.0
 Obligations of U.S. Treasury, government
   agencies and corporations                           14.6              21.8
 Obligations of Industry                               10.6              11.4
 Bond mutual funds                                      2.0               2.1
                                                      -----             -----

                                                      100.0%            100.0%
                                                      =====             =====

The Company's investment portfolio, excluding cash and cash equivalents and
contracts with life insurance companies, totaled $6,507,366 and $6,035,638 as
of December 31, 2001 and 2000, respectively. Cash and cash equivalents totaling
$8,673,787 and $7,439,514 at December 31, 2001 and 2000, respectively, are
invested substantially in interest bearing accounts.

The anti-kickback provisions of the Medicare law prohibit the payment or receipt
of any remuneration in return for the referral of a patient, the charges to whom
are subject to reimbursement by Medicare. The Company provides HMO coverage on a
group basis and does not provide coverage for the cost of medical and hospital
expenses to Medicare beneficiaries.  If otherwise eligible for coverage through
the Company, the Medicare eligible beneficiary may choose to have the Company
provide their health care benefits in lieu of coverage by Medicare. The Company
does not believe that it offers incentives to Medicare beneficiaries or that any
discounts the HMO receives from health care providers would violate the
anti-kickback provisions of the Medicare law.

Government regulation of employee benefit plans, including health care coverage,
health plans and the Company's specialty managed care products is a changing
area of law that varies from jurisdiction to jurisdiction and generally gives
responsible administrative agencies broad discretion. The Company believes that
it is in compliance in all material respects with the various federal and state
regulations applicable to its current operations. To maintain such compliance,
it may be necessary for the Company or its subsidiaries to make changes from
time to time in its services, products, structure, or marketing methods.
Additional governmental regulation or future interpretation of existing
regulation could increase the cost of the Company's compliance or otherwise
affect the Company's operations, products, profitability, or business prospects.
As a provider of cost effective managed care plans for medium and small
employers, the Company believes it is delivering products and services that
address current health care reform issues. The Company will continue to
evaluate its business strategy as necessary to maximize its ability to adapt
to the changing health care marketplace.







                                                                          5.

ERISA
The provision of services to or through certain types of employee health benefit
plans is subject to the Employee Retirement Income Security Act of 1974 (ERISA).
ERISA is a complex set of laws and regulations that are subject to periodic
interpretation by the United States Department of Labor. ERISA places certain
controls on how DAKOTACARE may do business with employers covered by ERISA,
particularly employers who maintain self-funded plans. The Department of Labor
is engaged in an ongoing ERISA enforcement program, which may result in
additional constraints on how ERISA governed benefit plans conduct their
activities. There have been legislative attempts to limit ERISA's preemptive
effect on state laws. If such limitations were to be enacted, they might
increase DAKOTACARE's administrative costs and its liability exposure
under state law-based suits relating to employee health benefits offered by
DAKOTACARE's health plans.

EMPLOYEES
As of December 31, 2001, the Company employed 120 persons on a full-time basis.
None of these employees are covered by a collective bargaining agreement, and
the Company believes its employee relations are good.



ITEM 2. PROPERTIES

The Company leases office space in Sioux Falls, South Dakota, from the South
Dakota State Medical Association (Association). See ITEM 13. CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS for additional details on this lease
with the Association, which is an affiliated company. In January 1997, the
Company purchased an office building in Webster, South Dakota, which was
previously leased. The Company leased an office in Rapid City starting
January 1, 2001 and terminates December 31, 2003.


ITEM 3. LEGAL PROCEEDINGS

The Company is involved in legal actions in the ordinary course of its business.
Although the outcome of any such legal actions cannot be predicted, management
believes there is no legal proceeding pending against or involving the Company
for which the outcome is likely to have a material adverse effect upon the
consolidated financial position or results of operations of the Company.

On September 9, 1998, a claim against the Company was filed in the 2nd Circuit
Court of South Dakota by Sioux Agency, Inc., D. Greg Heineman and Roger D.
Larsen, who are stockholders of the Company, and by Williams Insurance
Agency, Inc., a non-stockholder of the Company.  The claim alleged wrongful
non-renewal of a sales agency contract and sought both compensatory and
punitive damages.  This lawsuit was settled in July, 2001, under a
confidentiality provision between the parties.  The amount of settlement is
included in the third quarter results of operations and related cash flows.
The settlement expense is also included and allocated between the HMO and
TPA segments in determining segment income or loss for each.


ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(A) There were no matters submitted to shareholder vote in the fourth quarter
of 2001.





                                                                          6.
                                     PART II


ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER MATTERS

STOCK PRICES
There is no active trading for shares of stock of the Company and the stock is
not listed on any exchange or over-the-counter market, but a limited number of
exchanges of Class C shares have occurred directly between interested buyers
and sellers. The Company does not regularly receive price information on these
transactions. The amended and restated Articles of Incorporation of the Company
currently restrict the ownership of shares as follows: (i) the ownership of the
Company's Class A voting preferred stock is restricted to medical or osteopathic
physicians who have executed participating agreements with the Company and may
not be issued to or held by any hospital, (ii) the ownership of the Company's
Class B voting preferred stock is restricted to the South Dakota State Medical
Association, and (iii) the ownership of the Company's Class C non-voting common
stock is restricted to (a) medical or osteopathic physicians who have executed
participating physician agreements with the Company, (b) a trust or
self-directed individual retirement account controlled by such physicians, (c)
professional corporations, partnerships, or other entities domiciled in the
state of South Dakota, and in which a participating physician is a shareholder,
partner, or employee in the practice of medicine, (d) management employees or
agents of the Company, the South Dakota State Medical Association, the South
Dakota Foundation for Medical Care, or (e) a spouse or child of a shareholder of
the Company, if such shares were first held by one of the persons or entities
entitled to own Class C common stock. In addition, the Class C non-voting common
stock may not be issued or transferred to any hospital or to any natural person
or entity who is not a resident or domiciliary of the state of South Dakota.

SHARES ELIGIBLE FOR FUTURE SALE
The Company's Class A voting preferred stock is nontransferable and ownership of
the Company's Class B voting preferred stock is restricted to the South Dakota
State Medical Association. Approximately 95,400 shares of the Company's Class C
non-voting stock are currently owned by the officers and directors of the
Company. All of the remaining Class C shares are eligible for resale under Rule
144(k) of the Securities Act of 1933, as amended, subject to the ownership
restrictions contained in the Company's Amended and Restated Articles of
Incorporation.

HOLDERS
As of March 21, 2002, there were 1,260 holders of record of Class A preferred
stock, 1 holder of Class B preferred stock, and 694 holders of record of Class C
common stock. There are no options or warrants outstanding.


DIVIDENDS
The Class A and B preferred stockholders are not entitled to dividends. The
Company is not required to pay annual cumulative dividends to its Class C common
stock. The Board of Directors, at its discretion, can elect to pay dividends in
any amount subject to availability of funds and regulatory requirements. As long
as the Company exceeds required regulatory capital as required by the Division,
there are no dividend restrictions. Regulatory capital as required by the
Division at December 31, 2001 and 2000 was $200,000 on a statutory basis of
accounting, which the Company significantly exceeded. During 2001 and 2000, the
Company paid dividends of $69,930 and $69,930, respectively, on Class C stock.


                                                                          7.
STOCK REPURCHASE PLAN
As a service to the Company's shareholders to facilitate liquidity for Class C
common stock (Common Stock) in the event of death, disability, or retirement of
a shareholder, the Company's Board of Directors adopted a Stock Repurchase
Program (Program) which was implemented in February 1998. Participation in the
Program is voluntary. No shareholder is required to sell his or her shares of
Common Stock under the Program nor is the Company required to purchase any
Common Stock under the Program.  During 2001 and 2000, 33,003 and 34,341
shares, respectively, were acquired for the treasury under the Program.  The
value per share was computed using guidelines established in 1995 by an
investment organization, and updated using audited consolidated financial
statements. These calculations are tested for accuracy and consistency by an
independent accounting firm. The purchase and sale of Common Stock under the
Program is subject to repurchase conditions as described in the Program.

UNREGISTERED SALES OF SECURITIES
Ownership of the Company's Class A Voting Preferred Stock is restricted to
medical or osteopathic physicians who have executed participating physician
agreements with the Company. Class A Preferred Stock is nontransferable and
holders of these shares do not receive dividends. Each such physician is issued
one share of Class A Voting Preferred Stock upon execution of his or her
participation agreement and the payment of $10 per share. Upon the termination
of a physician's participation agreement, his or her share of Class A Preferred
Stock is canceled. During 2001, the Company issued a net increase of 81 shares
of Class A Preferred Stock to physicians who entered into participation
agreements with the Company. To the extent that the registration provisions of
the Securities Act of 1933, as amended, were applicable to these transactions,
the Company relied on the exemption from registration contained in Section 4(2)
of that act.






























                                                                          8.



ITEM 6. SELECTED FINANCIAL DATA

The following information for the Company is as of and for the years ended
December 31, 2001, 2000, 1999, 1998, and 1997(dollars in thousands, except per
share data):
<TABLE>
<S>                                         <C>      <C>      <C>      <C>      <C>

                                                         Years Ended December 31,
                                            -------------------------------------------
                                              2001     2000     1999     1998     1997
                                            -------  -------  -------  ------   -------
Income Statement Data:
  Net premiums                              $57,993  $43,574  $34,249  $35,718  $34,754
  Third party administration fees             4,075    3,372    3,061    3,081    3,628
  Investment income                             688      767      514      607      615
  Total revenues                             63,898   48,424   38,428   40,053   39,581
  Net claims incurred                        51,615   35,151   30,095   30,615   30,976
  Other operating expenses                   13,620   10,395    9,147    8,835    8,727
  Income (loss) before income taxes
         and minority interest               (1,337)   2,878     (814)     603     (122)
  Net income (loss)                            (718)   1,954     (622)     483     (110)
                                            =======  =======  =======  =======  =======

Earnings (loss) per common share            $ (0.52) $  1.38  $ (0.43) $  0.33  $ (0.07)
                                            =======  =======  =======  =======  =======

Balance Sheet Data:
  Invested assets and cash                  $15,273  $13,576  $10,425  $10,876  $10,981
  Total assets                               19,358   17,704   13,654   14,277   14,011
  Reported and unreported
         claims payable                       8,238    5,831    4,667    4,410    4,164
  Contingency reserves payable                3,847    2,875    2,723    2,691    2,964
  Total liabilities                          14,736   11,796    9,414    9,017    8,807
  Stockholders' equity                        4,622    5,908    4,240    5,260    5,204


</TABLE>
Earnings (loss) per common share was calculated by dividing net income
(loss) by the weighted average number of Class C common shares outstanding
during each period as follows: 2001 1,379,258; 2000 1,412,869; 1999 1,448,600;
1998 1,482,635 shares; 1997 1,505,760 shares.




















                                                                          9.


ITEM 7. MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL
The following operating statistics are presented for DAKOTACARE's operation as
A health maintenance organization only and do not include the operations of its
subsidiaries for the years ended December 31, 2001, 2000, 1999, and 1998. The
results indicated in the following tables are not indicative of future
operating results.

The combined ratio, which reflects underwriting results but not investment and
ancillary income, is a traditional measure of the underwriting performance of a
health maintenance organization. A combined ratio of less than 100% indicates
underwriting profitability while a combined ratio in excess of 100% indicates
an underwriting loss.

                                                  Years Ended December 31,
                                               -----------------------------
                                                2001    2000    1999    1998
                                                ----    ----    ----    ----
   Loss ratio                                   89.4%   81.4%   87.5%   85.9%
   Expense ratio                                15.0    15.1    15.8    15.0
                                               -----   -----    ----    ----
     Combined ratio                            104.4%   96.5%  103.3%  100.9%
                                               =====   ======  ======  ======

The loss ratio is computed by dividing the net claims expense into net premium
revenue. The Company's results of operations will be affected by the changes in
the loss ratio. The loss ratio may vary from period to period depending
principally on claims experience. The expense ratio is computed by taking the
sum of the remaining operating expenses of the health maintenance organization
divided by net premium revenue.

The net increase in the loss ratio was due to increased claims and cost per
claim on a per member basis, which was greater than the increased revenues on
a per member basis.  The expense ratio remained fairly constant as a percentage
of revenues which indicate that the expenses paid increased proportionately
with the increase in revenues. See Comparison of Years December 31, 2001 and
December 31, 2000 and Comparison of Years December 31, 2000 and
December 31, 1999.





















                                                                         10.
Activity in the liability for reported and unreported claims payable is
summarized as follows:
<TABLE>
<S>                                                  <C>       <C>       <C>       <C>
                                                            Years Ended December 31,
                                                     -----------------------------------
                                                      2001     2000      1999      1998
                                                     ------   ------    ------    ------
                                                            (dollars in thousands)

Balance at January 1                                 $5,831   $4,667    $4,410    $4,164
                                                     ------   ------    ------    ------

Incurred related to:
 Current year                                        51,684   36,026    30,227    30,198
 Prior years                                            (69)    (875)      911       417
 Contingency reserve written off                         --       --    (1,043)       --
                                                     ------   ------    ------    ------
Total incurred                                       51,615   35,151    30,095    30,615
                                                     ------   ------    ------    ------

Paid related to:
 Current year                                        43,493   29,843    24,241    25,705
 Prior years                                          5,748    4,195     5,321     4,710
                                                     ------    -----    ------    ------

Total paid                                           49,241   34,038    29,562    30,415
                                                     ------   ------    ------    ------

Less reinsurance recoverables at January 1              (51)       0      (276)     (230)
Plus reinsurance recoverables at December 31             84       51         0       276
                                                     ------   ------    ------    ------

Balance at December 31                               $8,238   $5,831    $4,667    $4,410
                                                     ======   ======    ======    ======
</TABLE>
The difference between the reserves reported in the accompanying tables, which
are presented in accordance with accounting principles generally accepted in
the United States of America (GAAP), and the statutory reserves reported to
state regulatory authorities was insignificant for all periods presented.




















                                                                         11.


The following table presents the development of DAKOTACARE's consolidated
balance sheet reserves for reported and unreported claims payable from 1992
through 2001. The top line of the table shows the reserves at the balance sheet
date for each of the indicated periods. This represents the original estimate of
reported and unreported claims payable established in the respective year. The
Company is not required to pay claims if they are submitted over one year past
the date of service. The Company also has paid over 99% of the covered claims
received within one year after service. Since there would be minimal impact on
discounting claims reserves, the Company does not follow the practice of
discounting claims reserves.

<TABLE>
<S>                      <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
                                                           As of December 31,
                           -------------------------------------------------------------------
                           2001   2000   1999   1998   1997   1996   1995   1994   1993   1992
                           ----   ----   ----   ----   ----   ----   ----   ----   ----   ----
                                                         (dollars in thousands)

Reported and unreported
  claims payable         $8,238 $5,831 $4,667 $4,410 $4,164 $3,188 $2,710 $2,864 $2,558 $2,449
         Paid (cumulative) as of:
         End of Year                --     --     --     --     --     --     --     --     --
         One Year Later          5,782  4,222  5,321  4,581  3,927  2,793  2,985  2,524  2,375
         Two Years Later            --  4,191  4,891  4,581  3,927  2,793  2,977  2,519  2,392
         Three Years Later          --     --  4,880  4,581  3,927  2,793  2,977  2,519  2,392
         Four Years Later           --     --     --  4,603  3,927  2,793  2,977  2,519  2,392
         Five Years Later           --     --     --     --  3,927  2,793  2,977  2,519  2,392
         Six Years Later            --     --     --     --     --  2,793  2,977  2,519  2,392
         Seven Years Later          --     --     --     --     --     --  2,977  2,519  2,392
         Eight Years Later          --     --     --     --     --     --     --  2,519  2,392
         Nine Years Later           --     --     --     --     --     --     --     --  2,392
Liability reestimated as of:
         End of Year      8,238  5,831  4,667  4,410  4,164  3,188  2,710  2,864  2,558  2,449
         One Year Later          5,782  4,222  5,321  4,581  3,927  2,793  2,985  2,524  2,375
         Two Years Later            --  4,191  4,891  4,581  3,927  2,793  2,977  2,519  2,392
         Three Years Later          --     --  4,880  4,581  3,927  2,793  2,977  2,519  2,392
         Four Years Later           --     --     --  4,603  3,927  2,793  2,977  2,519  2,392
         Five Years Later           --     --     --     --  3,927  2,793  2,977  2,519  2,392
         Six Years Later            --     --     --     --     --  2,793  2,977  2,519  2,392
         Seven Years Later          --     --     --     --     --     --  2,977  2,519  2,392
         Eight Years Later          --     --     --     --     --     --     --  2,519  2,392
         Nine Years Later           --     --     --     --     --     --     --     --  2,392
                          -----  -----  -----  -----  -----  -----  -----  -----  -----  -----

Redundancy (Deficiency)   $  --  $  49  $ 476  $(470) $(439) $(739) $ (83) $(113) $  39  $  57
                          =====  =====  =====  =====  =====  =====  =====  =====  =====  =====
</TABLE>
The Company is continually taking steps to improve its estimation of reserves
for reported and unreported claims payable. This includes, among other things,
improved underwriting standards, which stabilize the Company's assumptions of
risks, leading to a more predictable estimate of reported and unreported claims
payable. Additional approaches have also been developed to estimate claims
payable. The Company believes its reserves at December 31, 2001, are adequate.






                                                                         12.


RESULTS OF OPERATIONS

GENERAL
The following results of operations include the operations of DAKOTACARE and
Its subsidiaries for the years ended December 31, 2001, 2000, and 1999.


COMPARISON OF YEARS DECEMBER 31, 2001 AND DECEMBER 31, 2000

GENERAL
The Company's net income decreased $2,671,587 to a loss of $717,610 for the
year ended December 31, 2001, as compared to income of $1,953,977 for the year
ended December 31, 2000.  This decrease was primarily due to an increase in
net claims expense of $16,464,873, an increase in administrative expenses of
$3,224,493, and a decrease in minority interest in loss of subsidiaries of
$19,348.  These were offset by an increase in net premium revenues of
$14,718,973, an increase in other revenues of $1,055,470, and an decrease
in income taxes of $1,562,684.

REVENUES
Total revenues increased $15,474,443, or 32.0%, for the year ended December 31,
2001, as compared to December 31, 2000.  Revenues from net premiums generated
by the health maintenance organization increased $14,660,319. This increase is
attributable to a 23.7% increase in the number of enrollee months and a 8.4%
increase in the net premium earned per enrollee for the year ended
December 31, 2001, as compared to December 31, 2000.  Revenues from the third
party administration fees increased by $703,397 due to increased fees per
enrollee totalling 4.1% and increased enrollee months of 7.9%.  Investment
income decreased $79,397 due primarily to decreased average rates earned on
invested assets, but was somewhat offset by the increase in the amount of
invested assets during the year.

OPERATING EXPENSES
Total operating expenses increased $19,689,366, or 43.2%, for the year ended
December 31, 2001, as compared to December 31, 2000. The change was due
primarily to an increase in claims incurred, commissions, state insurance
taxes, personnel expenses, office expenses, and other general and
administrative expenses. These increases were offset by a decrease in
professional fees expenses.

Net claims expense increased by $16,464,873, or 46.8%, for the year ended
December 31, 2001, as compared to December 31, 2000.  The average claims paid
per enrollee increased by 19.0% while the number of enrollee months increased
by 23.7%. The Company contracts with an actuary annually to review the cost
of claims related to each coverage type and accordingly determine the prices
to charge for each coverage type for the next year.  Our new rates will be in
effect during the second quarter of 2002, at which time management expects
that revenues will increase per member to cover the increased claims costs.
Commissions and state insurance taxes increased by $2,443,667 and $144,870,
respectively, in 2001 as compared to 2000 due primarily to increased premium
revenues and third party administration fees earned by the Company.  The
settlement of a lawsuit aforementioned in Part 1, Item III also increased
commissions when compared to the prior year.  Personnel expenses increased
$726,047, or 16.2%, in 2001 as compared to 2000. This was due primarily to
annual compensation adjustments and an increase in staffing needs due to the
increased volume. Office expense increased $59,389, or 8.6%, largely due to
increased postage costs resulting from additional clientele and membership.
Other general and administrative expenses increased $86,238, or 13.4%, in 2001
as compared to 2000.  This was primarily due to the increased insurance costs
related to liability and other insurance coverages.


                                                                        13.
INCOME TAXES
Income tax (benefit) expense represents 39.5% and 35.9% of (loss) income before
income taxes and minority interest for the years ended December 31, 2001 and
2000, respectively.  Permanent tax differences and the change in the valuation
allowance recorded against deferred income tax assets increased the provision
percentage above the expected 34% in 2001 and 2000.  The valuation allowance
was originally added in 2000.  See Note 8 of the Notes to Consolidated
Financial Statements.


COMPARISON OF YEARS DECEMBER 31, 2000 AND DECEMBER 31, 1999

GENERAL
The Company's net income increased $2,575,791 to income of $1,953,977 for the
year ended December 31, 2000, as compared to a loss of $621,814 for the year
ended December 31, 1999.  This increase was primarily due to an increase in
net premium income of $9,325,028, an increase in other revenues of $670,836,
and an increase in minority interest in loss of subsidiaries of $115,065.
These were offset by an increase in net claims expense of $5,055,492, an
increase in administrative expenses of $1,247,786, and an increase in income
taxes of $1,231,860.

REVENUES
Total revenues increased $9,995,864, or 26.0%, for the year ended December 31,
2000, as compared to December 31, 1999.  Revenues from net premiums generated
by the health maintenance organization increased $9,315,180. This increase is
attributable to a 16.2% increase in the number of enrollee months and a 9.9%
increase in the net premium earned per enrollee for the year ended
December 31, 2000, as compared to December 31, 1999.  Revenues from the third
party administration fees increased by $311,163 due to increased fees per
enrollee totalling 7.5%.  Enrollee months also increased by 2.6%.  Investment
income increased $253,586 due primarily to an increase in the amount of
average invested assets during the year and higher interest rates earned.

OPERATING EXPENSES
Total operating expenses increased $6,303,278, or 16.1%, for the year ended
December 31, 2000, as compared to December 31, 1999. The change was due
primarily to an increase in claims incurred, personnel expenses, commissions,
occupancy expenses, state insurance taxes, and other general and administrative
expenses. During 1999, the Company's Board of Directors, with approval from the
Division of Insurance, voted to write off $1,043,131 of contingency reserves
withheld in 1997, which reduced claims expense in 1999.

Net claims expense increased by $5,055,492, or 16.8%, for the year ended
December 31, 2000, as compared to December 31, 1999.  The average claims paid
per enrollee increased by 1.5% while the number of enrollee months increased
by 16.2%.  Commissions and state insurance taxes increased by $371,383 and
$122,541, respectively, in 2000 as compared to 1999 due to the increased
premium income of the HMO. Personnel expenses increased $401,268, or 9.8%,
in 2000 as compared to 1999. This was due primarily to annual compensation
adjustments and an increase in staffing needs due to the increased volume.
Occupancy expense increased $94,501, or 13.6%, due to increased depreciation
expense resulting from the additional equipment purchased in 1999.  Other
general and administrative expenses increased $184,435, or 40.3%, in 2000
as compared to 1999.  This was primarily due to the continued addition
of licenses and service fees in using computer databanks for information.
Insurance expenses also increased due to rising costs and coverage increases
elected.  A fee settlement of a subsidiary is also included in the increase.


                                                                        14.

INCOME TAXES
Income tax expense (benefit) represents 35.9% and 24.2% of income (loss) before
income taxes and minority interest for the years ended December 31, 2000 and
1999, respectively.  Permanent tax differences and the change in the valuation
allowance recorded against deferred income taxes increased the provision
percentage above the expected 34% in 2000.  The valuation allowance was
originally added in 1999, which reduced the amount of income tax benefit below
the expected tax rate of 34%.  See Note 8 of the Notes to Consolidated
Financial Statements.




LIQUIDITY AND CAPITAL RESOURCES

The Company's principal sources of cash have been premium and fee revenue,
collection of premiums in advance of the claims costs associated with them, and
an agreement with participating physicians in which a percentage of fees for
services is withheld for cash flows of the Company.  The Company in the past
has had borrowings from banks and affiliated companies, but currently does not
need to borrow for liquidity purposes.

Net cash provided by operating activities decreased by $861,806 to $2,508,834
for the year ended December 31, 2001, as compared to 2000.  Net cash provided
by operating activities decreased primarily due to decreases in net income to
a net loss and decreases in accounts payable and accrued expenses since
December 31, 2000. The decrease in cash provided was offset by a decrease in
receivables, an increase in reported and unreported claims payable and an
increase in contingency reserves payable since December 31, 2000.

Other uses of cash and cash equivalents were for the payment of dividends, the
purchases of property and equipment, the purchase of treasury stock, and the
purchase of securities held to maturity.  The Company has invested cash not
currently needed in operations into intermediate-term bonds, consisting
primarily of municipal bonds, U.S. government securities and corporate bonds.

At December 31, 2001, the Company has certificates of deposit of $900,000 on
deposit with the Division to meet the deposit requirements of state insurance
laws.

The Company is not contractually obligated to pay out contingency reserves
withheld but has historically elected to pay out a majority of amounts withheld.
In 2001, the Company paid $1,305,503 which was the total withheld for claims
incurred in 1999.  Typically, two years lapse from the date the contingency
reserves are withheld to the date which the corresponding amounts are paid to
the participating physicians.  Currently, the reserves withheld from claims
with a date of service in 2001 and 2000 are the only amounts remaining within
the contingent reserve payable.

The Company believes that cash flows generated by operations, withholding of
contingency reserves, cash on hand, and short-term investment balances will be
sufficient to fund operations, pay out projected contingency reserves payable,
and pay dividends on the Class C common stock.

INFLATION

A substantial portion of the Company's operating expenses consist of health care
costs, which, in the general economy, have been rising at a rate greater than
that of the overall Consumer Price Index. The Company believes that its cost
control measures and risk sharing arrangements reduce the effect of inflation on
such costs. Historically, market conditions and the regulatory environment in
which the Company operates have permitted the Company to offset a portion or all
of the impact of inflation on the cost of health care benefits through premium
increases. If the Company was not able to continue to increase premiums, a
material adverse impact on the Company's operations could result. Inflation does
not have a material effect on the remainder of the Company's operating expenses.

                                                                  15.


TRENDS, EVENTS, OR UNCERTAINTIES

In recent years, there has been a trend by clients to switch to plans with
higher employee cost-sharing levels in order to maintain lower premiums. As a
provider of cost effective managed care plans for medium and small employers,
the Company believes it is delivering products and services that address current
health care reform issues. The Company will continue to evaluate its business
strategy as necessary to maximize its ability to adapt to the changing health
care marketplace.



RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board (FASB) issued two
statements - Statement 141, Business Combinations, and Statement 142, Goodwill
and Other Intangible Assets.  Statement 141 eliminates the pooling method for
accounting for business combinations, requires that intangible assets that meet
certain criteria be reported separately from goodwill, and requires negative
goodwill arising from a business combination to be recorded as an extraordinary
gain.  Statement 142 eliminates the amortization of goodwill and other
intangibles that are determined to have an indefinite life, requires, at a
minimum, annual impairment tests for goodwill and other intangible assets that
are determined to have an indefinite life, requires the carrying value of
goodwill which exceeds its implied fair value to be recognized as an impairment
loss.  The provisions of FASB Statement 141 apply to all business combinations
initiated after June 30, 2001 and all business combinations accounted for by the
purchase method for which the date of acquisition is July 1, 2001, or later. The
provisions of FASB Statement 142 are required to be implemented by the Company
in the first quarter of 2002. The adoption of these new standards should have no
significant impact on the Company's financial position or results of operations.

The FASB also recently issued Statement 143, Accounting for Asset Retirement
Obligations. Statement 143, which is effective for fiscal years beginning after
June 15, 2002, covers the accounting for closure or removal-type costs that are
incurred with respect to long-lived assets. The nature of the Company's business
and long-lived assets is such that adoption of this new standard should have no
significant impact on the Company's financial position or results of operations.

In August 2001, the FASB issued Statement 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, which supersedes FASB No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of.
Statement 144 also supersedes certain aspects of APB 30, Reporting the Results
of Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions, with
regard to reporting the effects of a disposal of a segment of a business and
will require expected future operating losses from discontinued operations to
be reported in discontinued operations in the period incurred rather than as of
the measurement date as presently required by APB 30. Additionally, certain
dispositions may now qualify for discontinued operations treatment. The
provisions of Statement 144 are required to be applied for fiscal years
beginning after December 15, 2001 and interim periods within those fiscal
years. The adoption of this new standard should have no significant impact on
the Company's financial position or results of operations.



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company does not have any material market risk as defined by Item 305 of
Regulation S-K. The Company has market risk with its cash and investments, but
due to the conservative nature of the invested assets, management feels that
market risk is limited.


























                                                                         16.


ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


               CONSOLIDATED FINANCIAL STATEMENTS TABLE OF CONTENTS


                                                             Page
                                                             ----

Independent Auditor's Report                                 F-1

Consolidated Financial Statements

     Balance Sheets                                          F-2
     Statements of Operations                                F-4
     Statements of Stockholders' Equity                      F-5
     Statements of Cash Flows                                F-7
     Notes to Consolidated Financial Statements              F-9

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURES

None.





































                                                                         17.


PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT


Name                               Age      Positions
- ----                             ---      ---------

K. Gene Koob, M.D.                  59      President and Director

James A. Engelbrecht, M.D.          54      Secretary/Treasurer and Director

Ben J. Henderson, D.O.              59      Vice President and Director

Thomas L. Krafka, M.D.              56      Director

Stephan D. Schroeder, M.D.          51      Director

John E. Rittmann, M.D.              64      Director

John Sternquist                     53      Director

James R. Reynolds, M.D.             58      Director

Bob L. Sutton                       33      Director

R. Van Johnson                      57      Director

L. Paul Jensen                      53      Chief Executive Officer

Kirk J. Zimmer                      41      Senior Vice President

William O. Rossing, M.D.            67      Vice President, Medical Director

Sharon K. Duncan                    54      Vice President, System Operations

Dean M. Krogman                     52      Vice President, External Operations

Barbara A. Smith                    40      Vice President, Medical Services

Thomas N. Nicholson                 42      Vice President, Sales and Marketing

Bruce E. Hanson                     38      Vice President, Finance

Brian E. Meyer                      39      Vice President, Information Systems

Scott L. Jamison                    44      Vice President, Provider Relations



Dr. Koob became a director of the Company in June 1994. He is a member of the
South Dakota State Medical Association and has been engaged as a neurologist in
Sioux Falls, South Dakota, since 1974.

Dr. Engelbrecht became a director of the Company in June 1997. He is a member of
the South Dakota State Medical Association and has been engaged in the practice
of internal medicine and rheumatology in Rapid City, South Dakota, since 1980.

Dr. Henderson became a director of the Company in June 1995. He is a member of
the South Dakota State Medical Association and has been engaged in the practice
of internal medicine in Mobridge, South Dakota, since 1972.

Dr. Krafka became a director of the Company in October 1998. He is a member of
the South Dakota State Medical Association and has been engaged in the practice
of radiology in Rapid City, South Dakota, since 1976.

Dr. Schroeder became a director of the Company in October 1998. He is a member
of the South Dakota State Medical Association and has been engaged in practice
as a family practitioner in Miller, South Dakota, since 1980.

Dr. Rittmann became a director of the Company in June 1997. He is a member of
as a family practitioner in Watertown, South Dakota, since 1973.

Dr. Sternquist became a director of the Company in October 2000. He is a member
of the South Dakota State Medical Association and has been engaged in the
practice as a general surgeon in Yankton, South Dakota, since 1980.

Dr. Reynolds became a director of the Company in September 1999.  He is a
member of the South Dakota State Medical Association and has been engaged in
the practice of cardiac surgery, thoracic surgery, and vascular surgery in
Sioux Falls since 1975.

Mr. Sutton became a director of the Company in September 1999.  He is the
Executive Vice President of the South Dakota Bankers Association and previously,
Mr. Sutton was the Executive Director of the South Dakota Petroleum Council,
from 1995 to 1998.
                                                              18.

Mr. Johnson became a director of the Company in September 1999.  He is a
Lobbyist and former Executive Vice President of the South Dakota Automobile
Dealers Association and the former Executive Director of the South Dakota
Trucking Association.

Mr. Jensen became the Company's Chief Executive Officer in August 1999.  He
has also served as the Chief Executive Officer of the South Dakota State Medical
Association since 1999, and as Chief Executive Officer of the South Dakota
Foundation for Medical Care from 1996 to 1999.

Mr. Zimmer joined the Company in May 1988 and became the Company's Senior Vice
President in January 1990. Mr. Zimmer had been a Vice President since November
1988. Mr. Zimmer had been previously employed, since 1982, with McGladrey &
Pullen, LLP, a national certified public accountant firm and was a general
services manager from 1986 to 1988.

Dr. Rossing became the Company's Vice President and Medical Director
upon joining the Company in August 1996. Prior to his retirement from active
practice in July 1996, Dr. Rossing had been in the practice of internal
medicine in Sioux Falls, South Dakota, since 1966, following his tenure with
the U.S. Army Medical Service.

Ms. Duncan became the Company's Vice President of System Operations in February
1990. Prior to joining DAKOTACARE, Ms. Duncan had served as Vice President with
Blue Shield of South Dakota since 1986.

Mr. Krogman joined the Company in May 1993 and became the Company's Vice
President of External Operations in July 1994. Mr. Krogman is also employed by
the South Dakota State Medical Association. Mr. Krogman has been a contract
lobbyist since 1989 and was a broker/owner of Borchardt/Krogman and Associates,
a real estate company, until 1993.

Ms. Smith joined the Company in June 1996 and became the Company's Vice
President of Operations in September 1996.  Ms. Smith had served for four years
as the Secretary of the South Dakota Department of Health and for the prior
two years as Special Advisor to the Governor of the State of South Dakota.
                                                                         19.
Mr. Nicholson joined the Company in July 1996 as the Vice President of Sales and
Marketing. Mr. Nicholson had been previously employed, since 1981, by the
Williams Insurance Agency and was an Executive Vice President since 1994.

Mr. Hanson joined the Company in December 1996 and became the Vice President of
Finance in March 1997. Mr. Hanson had been in private practice as a certified
public accountant since 1991, and previously had been employed, since 1985, with
Charles Bailly & Co., a regional certified public accountant firm.

Mr. Meyer joined the Company in July 1997 as the Vice President of Information
Systems. Mr. Meyer had been previously employed since 1985 with Berkley
Information Services and was Vice President of Systems Development since 1990.

Mr. Jamison joined the Company in May 2000 as the Vice President of Provider
Relations.  Mr. Jamison had been employed by a clinic in Sioux Falls, SD.

                                                               19.

Pursuant to the Company's Bylaws, the Board of Directors consists of ten
directors who are elected for three-year terms expiring at each successive
annual meeting of shareholders. Currently, no director may serve more than
three consecutive terms. No positions are currently vacant.  The terms of
Dr. K. Gene Koob, Dr. Frank Messner, and Dr. James Engelbrecht expired
at the 2000 Annual Meeting of Shareholders, but the terms of Dr. K. Gene
Koob, and Dr. James Engelbrecht were renewed at that time.  The term of Dr.
John Sternquist commenced in October 2000.  The terms of Dr. James Reynolds,
Mr. Bob Sutton and Mr. Van Johnson expire at the 2002 Annual Meeting of the
Shareholders; the terms of Dr K. Gene Koob, Dr. James Engelbrecht and Dr.
John Sternquist expire at the 2003 Annual Meeting of the Shareholders; the
terms of Dr. John Rittman, Dr. Ben Henderson, Dr. Thomas Krafka and Dr.
Stephan Schroeder expire at the 2004 Annual Meeting of Shareholders.

The Bylaws currently require that eight of the directors be holders of Class A
voting preferred stock of the Company and two of the directors be consumers.
The Articles of Incorporation restrict ownership of Class A voting preferred
stock to medical or osteopathic physicians who have executed Participating
Physician Agreements with the Company. To assure equal eligibility and
opportunity throughout the state of South Dakota and avoid domination of the
Board of Directors by any geographic area or areas, the number of physician
directors from any one District Medical Society of the South Dakota State
Medical Association can not exceed two. The consumer directors may be from any
geographic location which is served by South Dakota State Medical Holding
Company and their residence does not affect the geographic restriction for
physician directors. The consumer directors are currently Mr. Bob Sutton and
Mr. Van Johnson.  The officers of the Company are appointed by the Board of
Directors and hold office until their successors are chosen and qualified.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file with the Securities
and Exchange Commission initial reports of ownership and reports of changes in
ownership of Common Stock and other equity securities of the Company. Officers,
directors and greater than ten-percent stockholders are also required by SEC
regulation to furnish the Company with copies of all Section 16(a) forms they
file.

To the Company's knowledge, based solely on review of the copies of such reports
furnished to the Company and written representations that no other reports were
required, during the fiscal year ended December 31, 2001, all Section 16(a)
filing requirements applicable to its officers, directors and greater than
ten-percent beneficial owners were timely complied with.


ITEM 11.  EXECUTIVE COMPENSATION

Information concerning executive compensation is incorporated herein by
reference from the definitive Proxy Statement for the Annual Meeting of
Stockholders to be held in June, 2002.

                                                                         20.



ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information, as of March 21, 2002, 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 named in the Summary Compensation Table,
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                1,300          100%
                      Medical Association(1)
                      1323 South Minnesota Avenue
                      Sioux Falls, SD 57105

Class A Preferred     Lloyd Solberg, M.D.                   1          .08%
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          .08%
Class C Common                                         16,640         1.22%

Class A Preferred     John C. Sternquist, M.D.              1          .08%
Class C Common                                            560          .04%

Class A Preferred     K. Gene Koob, M.D.                    1          .08%

Class A Preferred     Ben J. Henderson, D.O.                1          .08%
Class C Common                                          1,060          .08%

Class A Common        Stephan D. Schroeder                  1          .08%
Class C Common                                          1,920          .14%

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

Class A Preferred     John Rittmann, M.D.                   1          .08%
Class C Common                                          8,340          .61%

Class A Preferred     James Reynolds, M.D.                  1          .08%
Class C Common                                         50,440         3.69%

Class C Common        Bob Sutton                           --           --

Class C Common        Van Johnson                          --           --

                                                                   21.


ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT (cont.)

                                                   Amount & Nature
 Title                Name and Address of           of Beneficial    Percent
of Class               Beneficial Owner               Ownership      of Class
----------------------------------------------------------------------------
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          .68%
                      Officers as a Group
Class C Common        (14 people)                      95,400         6.99%


- --------------
(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.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS


The Company leases office space from the South Dakota State Medical Association
(Association).  The Company has a one year lease which automatically renews for
one year terms each January 1, unless terminated with at least 30 days notice
prior to the end of the lease term.  The 2001 lease required minimum rental
payments of $211,016 and was terminated on December 31, 2001.  On January 1,
2002, the Company entered into a three year lease with the Association, which
requires minimum monthly rentals of $18,982.  On January 1, 2001, Carewest
entered into a three year lease which requires minimum monthly rentals of
$1,500.  The Company also has entered into other short-term lease agreements
for which the total rental commitment at December 31, 2001 was not significant.
Total rental payments for the years ended December 31, 2001, 2000 and 1999
were $239,216, $217,162 and $204,870, respectively.

The Company provides group health insurance coverage for employees of the
Association.  Total premium income from the affiliate for the years ended
December 31, 2001, 2000 and 1999 was $66,086, $55,689 and $48,330, respectively.

L. Paul Jensen received salaries and retirement contributions totaling $97,087,
$94,273 and $30,312 from the South Dakota Medical Association for the years
ended 2001, 2000 and 1999, respectively.

Robert D. Johnson retired CEO of the Company, received salaries and retirement
contributions totaling $332,400 from the South Dakota State Medical Association
for the year ended 1999. He received no compensation for the years ended 2001
and 2000.

















                                                                         22.





ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

The following documents are filed as part of this report:


FINANCIAL STATEMENTS                                        Page
                                                            ----

Independent Auditor's Report                                F-1
Consolidated Financial Statements
     Balance Sheets                                         F-2
     Statements of Operations                               F-4
     Statements of Stockholders' Equity                     F-5
     Statements of Cash Flows                               F-7
     Notes to Financial Statements                          F-9


EXHIBITS
Exhibit No.     Description
-----------     -----------

3.1             The Amended and Restated Articles of Incorporation of the
                Company (incorporated by reference to Exhibit 3.1 to the
                Company's Form 8-A, as filed with the Securities and Exchange
                Commission on January 19, 1996)

3.2             The Amended and Restated Bylaws of the Company (incorporated
                by reference to Exhibit 3.2 to the Company's Form 8-A, as
                filed with the Securities and Exchange Commission on
                January 19, 1996)

3.3             Form of Specimen Certificate for Class A Voting Preferred Stock
                (incorporated by reference to Exhibit 4.1 to the Company's
                Form 8-A, as filed with the Securities and Exchange Commission
                on January 19, 1996)

4.2             Form of Stock Certificate for Class C Non-Voting Common Stock
                (incorporated by reference to Exhibit 4.2 to the Company's
                Form 10-K, as filed with the Securities and Exchange
                Commission on March 29, 1996)

10              Office Lease with the South Dakota State Medical Association

21              Subsidiaries of the Registrant



REPORTS ON FORM 8-K
None.












                                                                         23.

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   03/29/2002
   ----------------------------------             --------------------
     L. Paul Jensen
     Chief Executive Officer
     (Principal Executive Officer)


By /s/Kirk J. Zimmer                        Dated   03/29/2002
   ----------------------------------             --------------------
     Kirk J. Zimmer
     Senior Vice President
     (Principal Financial Officer)


By /s/Bruce E. Hanson                       Dated   03/29/2002
   ----------------------------------             --------------------
     Bruce E. Hanson
     Vice President Finance


By /s/ K. Gene Koob                         Dated   03/29/2002
   ----------------------------------             --------------------
     K. Gene Koob, M.D.
     President and Director


By /s/James Engelbrecht                     Dated   03/29/2002
   ----------------------------------             --------------------
     James Engelbrecht, M.D.
     Secretary/Treasurer and Director


By /s/Ben J. Henderson                      Dated   03/29/2002
   ----------------------------------             --------------------
     Ben J. Henderson, D.O.
     Vice President and Director


By /s/Thomas L. Krafka                      Dated   03/29/2002
   ----------------------------------             --------------------
     Thomas L. Krafka, M.D.
     Director


By /s/James R. Reynolds                     Dated   03/29/2002
   ----------------------------------             --------------------
     James R. Reynolds, M.D.
     Director


                                                                         24.



By /s/ John Sternquist                      Dated   03/29/2002
   ----------------------------------             --------------------
     John Sternquist, M.D.
     Director


By /s/John Rittmann                         Dated   03/29/2002
   ----------------------------------             --------------------
     John Rittmann, M.D.
     Director


By /s/ Stephan D. Schroeder                 Dated   03/29/2002
   ----------------------------------             --------------------
     Stephan D. Schroeder, M.D.
     Director


By /s/ Bob Sutton                           Dated   03/29/2002
   ----------------------------------             --------------------
     Bob Sutton
     Director


By /s/Van Johnson                           Dated   03/29/2002
   ----------------------------------             --------------------
     Van Johnson
     Director































                                                                         25.

INDEPENDENT AUDITOR'S REPORT


To the Board of Directors
South Dakota State Medical Holding Company, Incorporated
d/b/a DAKOTACARE
Sioux Falls, South Dakota

We have audited the accompanying consolidated balance sheets of South Dakota
State Medical Holding Company, Incorporated d/b/a DAKOTACARE and subsidiaries
as of December 31, 2001 and 2000, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the three years
in the period ended December 31, 2001.  These financial statements are the
responsibility of the Company's management.  Our responsibility is to express
an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of South Dakota State
Medical Holding Company, Incorporated d/b/a DAKOTACARE and subsidiaries as of
December 31, 2001 and 2000, and the results of their operations and their cash
flows for each of the three years in the period ended December 31, 2001, in
conformity with accounting principles generally accepted in the United States
of America.

/s/ McGLADREY & PULLEN, LLP

Sioux Falls, South Dakota
March 15, 2002

                                      F-1























SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
d/b/a DAKOTACARE
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2001 AND 2000

<TABLE>
<S>                                                <C>              <C>

ASSETS                                                  2001            2000
-------------------------------------------------------------------------------

Current Assets
  Cash and cash equivalents                        $ 8,673,787      $ 7,439,514
  Investment in securities held to maturity
   (Note 5)                                            890,714          455,018
  Certificates of deposit                            1,300,000          500,000
  Receivables (Note 3)                               1,544,987        1,869,688
  Prepaids and other assets                            135,541          101,430
  Deferred income taxes (Note 8)                       916,000          811,000
                                                   ----------------------------
    TOTAL CURRENT ASSETS                            13,461,029       11,176,650
                                                   ----------------------------


Long-Term Investments
  Investment in securities held to maturity
   (Note 5)                                          4,083,452        4,205,220
  Investment in securities available for sale
   (Note 5)                                            133,200          125,400
  Certificates of deposit                              100,000          750,000
  Contracts with life insurance companies               92,337          101,119
                                                   ----------------------------
                                                     4,408,989        5,181,739
                                                   ----------------------------


Property and Equipment, at cost,
  net of accumulated depreciation                      756,872          903,191


Deferred Income Taxes (Note 8)                         731,000          442,000
                                                   ----------------------------
                                                   $19,357,890      $17,703,580
                                                   ============================

</TABLE>
See Notes to Consolidated Financial Statements.

                                      F-2











<TABLE>
<S>                                                <C>              <C>
LIABILITIES AND STOCKHOLDERS' EQUITY                   2001             2000
-------------------------------------------------------------------------------

Current Liabilities
  Reported and unreported claims payable (Note 7)  $ 8,238,361      $ 5,831,471
  Unearned premiums and administration fees          1,175,871        1,026,511
  Accounts payable and accrued expenses              1,459,263        1,712,748
  Contingency reserves payable (Note 6)              1,584,485        1,300,000
                                                   ----------------------------
     TOTAL CURRENT LIABILITIES                      12,457,980        9,870,730
                                                   ----------------------------
Contingency Reserves Payable (Note 6)                2,262,226        1,575,472
                                                   ----------------------------
Minority Interest in Subsidiaries                       15,768          349,331
                                                   ----------------------------
Commitments and Contingencies (Notes 4 and 13)

Stockholders' Equity (Note 9)
  Class A preferred, voting, no par value, $10
    stated value, 2,500 shares authorized;
    1,260 and 1,179 shares issued at
    December 31, 2001 and 2000                          12,600           11,790
  Class B preferred, voting, no par value,
    $1 stated value, 2,500 shares authorized;
    issued and outstanding 1,300 shares                  1,300            1,300
  Class C common, nonvoting, $.01 par value,
    10,000,000 shares authorized; issued
    1,505,760 shares                                    15,058           15,058
  Additional paid-in capital                         3,749,342        3,749,342
  Retained earnings                                  2,173,419        2,960,959
  Accumulated other comprehensive (loss)                  (624)          (1,223)
  Less cost of Class C common treasury stock,
    2001 140,156 shares, 2000 107,153 shares        (1,329,179)        (829,179)
                                                   ----------------------------
                                                     4,621,916        5,908,047
                                                   ----------------------------
                                                   $19,357,890      $17,703,580
                                                   ============================

</TABLE>
                                      F-3





















SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
D/B/A DAKOTACARE
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2001, 2000 and 1999
<TABLE>
<S>                                     <C>                 <C>                 <C>

                                            2001                2000                1999
--------------------------------------------------------------------------------------------

Revenues:
  Premiums                              $ 58,528,766        $ 44,090,588        $ 34,705,625
  Less premiums ceded for reinsurance       (536,260)           (517,055)           (457,120)
                                        ------------        ------------        ------------
                                          57,992,506          43,573,533          34,248,505
  Third party administration fees          4,075,143           3,371,746           3,060,583
  Investment income                          687,788             767,185             513,599
  Other income                             1,142,958             711,488             605,401
                                        ------------        ------------        ------------
        TOTAL REVENUES                    63,898,395          48,423,952          38,428,088
                                        ------------        ------------        ------------

Operating expenses:
  Claims incurred                         51,709,053          35,286,842          30,539,355
  Less reinsurance recoveries                (93,629)           (136,291)           (444,296)
                                        ------------        ------------        ------------
                                          51,615,424          35,150,551          30,095,059
  Personnel expenses                       5,212,268           4,486,221           4,084,953
  Commissions                              4,200,967           1,757,300           1,385,917
  Professional fees expenses                 867,813           1,075,733           1,040,665
  Office expenses                            746,715             687,326             680,132
  Occupancy expenses                         768,696             787,892             693,391
  State insurance taxes                      686,283             541,413             418,872
  Advertising expenses                       409,074             417,676             386,280
  Other general and administrative expenses  727,854             641,616             457,181
                                        ------------        ------------        ------------
        TOTAL OPERATING EXPENSES          65,235,094          45,545,728          39,242,450
                                        ------------        ------------        ------------
        INCOME (LOSS) BEFORE INCOME
          TAXES AND MINORITY INTEREST     (1,336,699)          2,878,224            (814,362)
Income taxes (benefit) (Note 8)             (527,767)          1,034,917            (196,943)
                                        ------------        ------------        ------------
INCOME (LOSS) BEFORE MINORITY INTEREST      (808,932)          1,843,307            (617,419)
Minority interest in income (loss)
  of subsidiaries                            (91,322)           (110,670)              4,395
                                        ------------        ------------        ------------
        NET INCOME (LOSS)               $   (717,610)       $  1,953,977        $   (621,814)
                                        ============        ============        ============

Earnings (loss) per common share        $      (0.52)       $       1.38        $      (0.43)
                                        ============        ============        ============
</TABLE>

See Notes to Consolidated Financial Statements.


                                     F-4





SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
D/B/A DAKOTACARE
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
<TABLE>
<S>                                           <C>              <C>            <C>

                                                               Class A          Class B
                                             Comprehensive    Preferred        Preferred
                                              Income(Loss)       Stock           Stock
- ---------------------------------------------------------------------------------------
Balance, December 31, 1998                                     $ 11,050       $     1,300
   Issuance of Class A preferred stock                              850                 -
   Redemption of Class A preferred stock                           (420)                -
   Dividends paid ($0.05 per share)
    on Class C common stock                                           -                 -
   Purchase of treasury stock (Note 9)                                -                 -
   Comprehensive (loss):
      Net (loss)                              $ (621,814)             -                 -
      Net change in unrealized loss on
        securities available for sale            (26,276)             -                 -
                                              -----------
      Comprehensive (loss)                    $ (648,090)
                                              -------------------------------------------
Balance, December 31, 1999                                       11,480             1,300
   Issuance of Class A preferred stock                              950                 -
   Redemption of Class A preferred stock                           (640)                -
   Dividends paid ($0.05 per share)
    on Class C common stock                                           -                 -
   Purchase of treasury stock (Note 9)                                -                 -
   Comprehensive income:
      Net income                              $1,953,977              -                 -
      Net change in unrealized loss on
        securities available for sale             33,691              -                 -
                                              -----------
      Comprehensive income                    $1,987,668
                                              -------------------------------------------
Balance, December 31, 2000                                       11,790             1,300
   Issuance of Class A preferred stock                            1,230                 -
   Redemption of Class A preferred stock                           (420)                -
   Dividends paid ($0.05 per share)
    on Class C common stock                                           -                 -
   Purchase of treasury stock (Note 9)                                -                 -
   Comprehensive (loss):
      Net (loss)                              $ (717,610)             -                 -
      Net change in unrealized loss on
        Securities available for sale                599              -                 -
                                              -----------
      Comprehensive (loss)                    $ (717,011)
                                              -------------------------------------------
Balance, December 31, 2001                                     $ 12,600       $     1,300
                                                             ============================

</TABLE>
See Notes to Consolidated Financial Statements.


                                     F-5







<TABLE>
<S>           <C>         <C>          <C>           <C>        <C>           <C>

                                                     Accumulated
               Class C    Additional                    Other
                Common     Paid-In       Retained   Comprehensive  Treasury
                Stock      Capital       Earnings       (Loss)       Stock       Total
------------------------------------------------------------------------------------------
              $  15,058  $3,749,342    $ 1,771,993   $ (8,638)  $  (280,480)  $ 5,259,625
                      -           -              -          -             -           850
                      -           -              -          -             -          (420)
                      -           -        (73,267)         -             -       (73,267)

                      -           -              -          -      (298,699)     (298,699)

                      -           -       (621,814)         -             -      (621,814)

                      -           -              -    (26,276)            -       (26,276)

-   --------------------------------------------------------------------------------------
                 15,058   3,749,342      1,076,912    (34,914)     (579,179)    4,239,999
                      -           -              -          -             -           950
                      -           -              -          -             -          (640)
                      -           -        (69,930)         -             -       (69,930)
                      -           -              -          -      (250,000)     (250,000)

                      -           -      1,953,977          -             -     1,953,977

                      -           -              -     33,691             -        33,691

      ------------------------------------------------------------------------------------
                 15,058   3,749,342      2,960,959     (1,223)     (829,179)    5,908,047
                      -           -              -          -             -         1,230
                      -           -              -          -             -          (420)
                      -           -        (69,930)         -             -       (69,930)
                      -           -              -          -      (500,000)     (500,000)

                      -           -       (717,610)         -             -      (717,610)

                      -           -              -        599             -           599

    --------------------------------------------------------------------------------------
              $  15,058  $3,749,342    $ 2,173,419   $   (624)  $(1,329,179)  $ 4,621,916
    ======================================================================================

</TABLE>

                                     F-6



















SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
d/b/a DAKOTACARE
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2001, 2000 AND 1999
<TABLE>
<S>                                                <C>            <C>            <C>
                                                      2001            2000           1999
----------------------------------------------------------------------------------------------
Cash Flows From Operating Activities
 Net income (loss)                                 $ (717,610)    $1,953,977     $ (621,814)
 Adjustments to reconcile net income (loss) to
   net cash provided by operating activities:
   Depreciation                                       287,969        336,776        329,472
   Minority interest in income (loss) of subsidiaries (91,322)      (110,670)         4,395
   Amortization of discounts and premiums on
     investments, net                                (140,797)      (134,399)      (130,662)
   Loss on disposal of equipment                            -         16,076              -
   Loss on sale of equity securities                        -         27,437              -
   (Increase) decrease in receivables                 324,701       (940,660)       323,752
   (Increase) decrease in prepaids and other assets   (34,111)        39,083         13,417
   (Increase) decrease in deferred income taxes      (394,000)      (204,400)        33,400
   Increase in reported and unreported
     claims payable                                 2,406,890      1,164,218        257,631
   Increase (decrease) in accounts payable
     and accrued expenses                            (253,485)       894,347         98,632
   Increase in unearned premiums
     and administration fees                          149,360        176,734         10,734
   Increase in contingency reserves payable           971,239        152,121         32,783
                                                  ------------------------------------------
       NET CASH PROVIDED BY OPERATING ACTIVITIES    2,508,834      3,370,640        351,740
                                                  ------------------------------------------
 Cash Flows From Investing Activities
   Available for sale securities:
     Purchased                                         (7,201)       (46,310)        (6,976)
     Sales                                                  -        213,564              -
   Held to maturity securities:
     Matured or called                                890,000        437,248        560,000
     Purchased                                     (1,065,221)    (1,484,233)             -
   Repayments on collateralized mortgage obligations    2,090          8,485         55,839
   Proceeds from maturities of certificates
     of deposit                                     1,200,000      1,000,000      1,075,000
   Purchase of certificates of deposit             (1,350,000)    (1,200,000)    (1,000,000)
   (Increase) decrease in contracts with
     life insurance companies                           8,782          5,970        (15,245)
   Purchase of property and equipment                (141,650)      (145,566)      (526,943)
                                                  ------------------------------------------
       NET CASH PROVIDED BY (USED IN)
         INVESTING ACTIVITIES                        (463,200)    (1,210,842)       141,675
                                                  ------------------------------------------
</TABLE>
See Notes to Consolidated Financial Statements.

                                     F-7







<TABLE>
<S>                                                  <C>            <C>            <C>
                                                         2001           2000           1999
                                                    ------------------------------------------
 Cash Flows From Financing Activities
   Proceeds from issuance of capital stock           $    1,230     $      950     $      850
   Redemption of capital stock                             (420)          (640)          (420)
   Payment of dividends                                 (69,930)       (69,930)       (73,267)
   Purchase of treasury stock                          (500,000)      (250,000)      (298,699)
   Increase (decrease) in minority investment
    in subsidiary                                      (242,241)       105,000              -
                                                    ------------------------------------------
        NET CASH (USED IN) FINANCING ACTIVITIES        (811,361)      (214,620)      (371,536)
                                                    ------------------------------------------
        INCREASE IN CASH AND CASH EQUIVALENTS         1,234,273      1,945,178        121,879


 Cash and Cash Equivalents
   Beginning                                          7,439,514      5,494,336      5,372,457
                                                    ------------------------------------------
   Ending                                            $8,673,787     $7,439,514     $5,494,336
                                                    ==========================================
 Supplemental Disclosures of Cash Flow Information
   Cash payments for:
     Income taxes, net of refunds                    $  200,000     $1,007,032     $ (250,000)

 Supplemental Disclosures of Noncash Investing
   and Financing Activities
     (Increase) decrease in unrealized loss on
       securities available for sale                 $      599     $   33,691     $  (26,276)

</TABLE>
                                      F-8





























SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
D/B/A DAKOTACARE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS: South Dakota State Medical Holding Company, Incorporated
(the Company), is a South Dakota licensed health maintenance organization (HMO)
d/b/a DAKOTACARE.  The Company has contracted with hospitals, physicians and
other providers to provide health care services to policyholders.  Policyholders
are employee groups located in South Dakota.

A summary of the Company's significant accounting policies follows:

PRINCIPLES OF CONSOLIDATION: The accompanying consolidated financial statements
include the accounts of the Company, its wholly-owned subsidiaries, DAKOTACARE
Administrative Services, Incorporated (DAS), and DAKOTACARE Insurance, LTD.
(DIL), its 50.11% owned subsidiary, Dakota Health Plans, Incorporated (DHP),
and its 81.30% owned subsidiary (54.35% at December 31, 2000), Carewest, Inc.
(Carewest).  DAS and Carewest are third party administrators of health care
plans for independent employer companies.  DIL's primary activity is in
providing reinsurance quota share excess medical stop loss coverage to DAS'
self funded customers.  In December 1998, DHP ceased business operations and
was formally dissolved during 2001 with no material effect on the consolidated
financial statements.  All intercompany balances and transactions have been
eliminated in consolidation.

BASIS OF FINANCIAL STATEMENT PRESENTATION: The consolidated financial
statements have been prepared in conformity with accounting principles
generally accepted in the United States of America.  In preparing the financial
statements, management is required to make estimates and assumptions that
affect the reported amounts of assets and liabilities as of the date of the
balance sheet.  Actual results could differ significantly from those estimates.
Material estimates that are particularly susceptible to significant change in
the near-term relate to the liabilities for contingency reserves payable and
reported and unreported claims payable.

CASH AND CASH EQUIVALENTS: For purposes of reporting the statements of cash
flows, the Company includes as cash equivalents all cash accounts and highly
liquid debt instruments which are not subject to withdrawal restrictions or
penalties.  Certificates of deposit are considered investments as all have been
purchased with maturities in excess of ninety days.  The Company believes it
is not exposed to any significant credit risk on cash and cash equivalents.

INVESTMENT SECURITIES: Investment securities classified as held to maturity
are those debt securities that the Company has both the intent and ability to
hold to maturity regardless of changes in market conditions, liquidity needs,
or changes in general economic conditions.  These securities are stated at
amortized cost.

Investment securities classified as available for sale are marketable equity
securities and those debt securities that the Company intends to hold for an
indefinite period of time, but not necessarily to maturity.  Any decision to
sell a security classified as available for sale would be based on various
factors, including significant movements in interest rates, changes in the
maturity mix of the Company's assets and liabilities, liquidity needs,
regulatory capital considerations, and other similar factors.  Investment
securities available for sale are carried at fair value.  Unrealized gains or
losses are reported as increases or decreases in comprehensive income, net of
the related deferred tax effect, if any.
                                           F-9

SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
D/B/A DAKOTACARE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------

NOTE 1.   NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INVESTMENT SECURITIES (continued): Premiums and discounts on investments in
debt securities are amortized over their contractual lives, except for
collateralized mortgage obligations, for which prepayments are probable and
predictable, which are amortized over the estimated expected repayment terms
of the underlying mortgages.  The method of amortization results in a
constant effective yield on those securities (the interest method).  Interest
on debt securities is recognized in income as accrued.  Realized gains and
losses on the sale of investment securities are determined using the specific
identification method.

DEPRECIATION: Building and building improvements are depreciated using
straight-line methods over the estimated useful lives of the assets, which
are twenty to thirty-nine years.  Depreciation on furniture, equipment and
automobiles is computed using straight-line methods based upon the estimated
useful lives of the respective assets, which is principally five to seven
years.  A summary of property and equipment is as follows:

                                               2001                2000
                                          ----------------------------------
Furniture, equipment and automobiles       $ 2,390,194         $ 2,248,544
Building and building improvements              53,370              53,370
Other                                          134,818             134,818
                                          ----------------------------------
                                             2,578,382           2,436,732
Less accumulated depreciation                1,821,510           1,533,541
                                          ----------------------------------
                                            $  756,872         $   903,191
                                          ==================================

REVENUE RECOGNITION: Premiums are billed in advance of their respective
coverage periods.  Income from such premiums is recorded as earned during the
coverage period; the unearned portion of premiums received prior to the end of
the coverage period is recorded as unearned premiums.  Revenue is reduced by
reinsurance premiums ceded to reinsurance companies.  Third party
administration fees are recorded as earned in the period in which the related
services are performed.  The unearned portion of fees received but not earned
prior to the end of the contract is recorded as unearned administration fees.

REPORTED AND UNREPORTED CLAIMS PAYABLE: The coverage offered by the Company is
on an occurrence basis which provides for payment of claims which occur during
the period of coverage regardless of when the claims are reported.  Reported
and unreported claims payable consist of actual claims reported to be paid and
estimates of health care services rendered but not reported and to be paid.
The liabilities for reported and unreported claims payable have been estimated
by utilizing statistical information developed from historical data, current
enrollment, health service utilization statistics and other related
information.  In addition, the Company uses the services of an independent
actuary in the determination of its year end liabilities.  The accruals are
continually monitored and reviewed and as adjustments to the estimated
liabilities become necessary, such adjustments are reflected in current
operations.

                                    F-10

SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
D/B/A DAKOTACARE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

NOTE 1.   NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

INCOME TAXES: Deferred taxes are provided on an asset and liability method
whereby deferred tax assets are recognized for deductible temporary differences
and operating loss and tax credit carryforwards and deferred tax liabilities
are recognized for taxable temporary differences.  Temporary differences are
the differences between the reported amounts of assets and liabilities and
their tax bases.  Deferred tax assets are reduced by a valuation allowance
when, in the opinion of management, it is more likely than not that some
portion or all of the deferred tax assets will not be realized.  Deferred tax
assets and liabilities are adjusted for the effects of changes in tax laws and
rates on the date of enactment.

SEGMENT REPORTING:  Operating segments are defined as components of an
enterprise for which separate financial information is available that is
evaluated regularly by the chief operating decision makers in deciding how to
allocate resources and in assessing performance.  The Company's operations
are classified into three business segments.

EARNINGS (LOSS) PER COMMON SHARE: Earnings (loss) per common share was
calculated by dividing net income (loss) by the weighted average number of
Class C common shares outstanding during each period.  The weighted average
number of Class C common shares outstanding was 1,379,258 in 2001, 1,412,869
in 2000 and 1,448,600 in 1999.  All references to earnings (loss) per share
in the consolidated financial statements are to basic earnings (loss) per
share, as the Company has no potentially issuable common stock.


NOTE 2.  FAIR VALUE OF FINANCIAL INSTRUMENTS

The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to estimate
that value:

Cash and cash equivalents and certificates of deposit:  The carrying amount
approximates fair value because of the relative short maturity of those
instruments.

Investments:  Fair values for the Company's investment securities are based on
quoted market prices.  At December 31, 2001, the carrying amount and fair
value of the Company's investment securities was $5,107,366 and $5,236,548,
respectively. At December 31, 2000, the carrying amount and fair value of the
Company's investment securities was $4,785,638 and $4,866,245, respectively.

Accrued interest receivable:  The carrying amount approximates fair value due
to the nature of the balances recorded.



                                    F-11













SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
d/b/a DAKOTACARE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

NOTE 3. RECEIVABLES

Receivables consist of the following:

                                                 2001            2000
                                               --------      ----------
  Income taxes                               $  347,000     $   13,600
  Drug manufacturer chargebacks                 286,170        272,853
  Subrogation, net of recovery expenses         140,000         72,730
  Coordination of benefits recoverable          116,300         50,300
  Third party administrator receivables         109,784         12,178
  Reinsurance                                    84,088         51,158
  Hospital receivables                           75,790         70,000
  Premiums                                       67,962         79,040
  Funds withheld by ceding insurer               56,362        145,470
  Interest                                       51,281         38,238
  Lawsuit settlement                                  -        850,000
  Other                                         210,250        214,121
                                             ----------      ----------
                                              1,544,987      1,869,688
  Less allowance for doubtful accounts                -              -
                                             ----------      ----------
                                             $1,544,987     $1,869,688
                                             ==========      ==========

NOTE 4. REINSURANCE

The Company's policy is to reinsure that portion of risk in excess $125,000
of covered hospital inpatient expenses of any enrollee per contract year,
subject to a coinsurance provision which ranged from 50% to 90% based on
average daily amounts specified in the plan, and a $2,000,000 lifetime
maximum benefit per enrollee.  The Company would be liable for any obligations
that the reinsuring company is unable to meet under the reinsurance agreement.

This reinsurance agreement also provides for enrollee benefits to be paid
in the event the Company should cease operations or become insolvent, and a
conversion privilege for all enrollees in the event of plan insolvency and for
any enrollee that moves out of the service area of the Company.


                                      F-12


















SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
d/b/a DAKOTACARE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------------------------------------------------

NOTE 5. INVESTMENT SECURITIES

Investment securities at December 31, 2001 are as follows:
<TABLE>
<S>                                    <C>             <C>            <C>           <C>
                                                         Gross         Gross       Estimated
                                        Amortized      Unrealized   Unrealized       Fair
                                           Cost          Gains       (Losses)        Value
                                      --------------------------------------------------------
Debt securities held to maturity:
  Obligations of U.S. treasury, government
    agencies and corporations          $  952,097      $  57,106      $       -     $1,009,203
  Obligations of state and
    political subdivisions              3,335,293         61,293        (29,205)     3,367,381
  Corporate bonds                         686,776         39,988              -        726,764
                                        --------------------------------------------------------
                                       $4,974,166      $ 158,387      $ (29,205)    $5,103,348
                                      ========================================================
Equity securities available for sale:
  Bond mutual fund                     $  133,824      $       -      $    (624)    $  133,200
                                      ========================================================
</TABLE>
The amortized cost and estimated fair values of debt securities, by contractual
maturity, are shown below.  Expected maturities will differ from contractual
maturities because the borrowers may have the right to call or prepay
obligations with or without call or prepayment penalties.
<TABLE>
<S>                                         <C>                <C>
                                                    December 31, 2001
                                            ------------------------------
                                              Amortized         Estimated
                                                 Cost           Fair Value
                                            ------------------------------

  Due in one year                           $   890,714        $   901,648
  Due after one year through five years       1,543,523          1,625,645
  Due after five years through ten years      1,911,168          1,963,949
  Due after ten years                           628,761            612,106
                                            ------------------------------
                                            $ 4,974,166        $ 5,103,348
                                            ==============================
</TABLE>

                                      F-13







SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
d/b/a DAKOTACARE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------------------------------

NOTE 5. INVESTMENT SECURITIES (CONTINUED)

Investment securities at December 31, 2000 are as follows:
<TABLE>
<S>                                    <C>             <C>            <C>           <C>
                                                         Gross         Gross       Estimated
                                        Amortized      Unrealized   Unrealized       Fair
                                           Cost          Gains       (Losses)        Value
                                      --------------------------------------------------------
Debt securities held to maturity:
  Obligations of U.S. treasury, government
    agencies and corporations          $1,315,979      $  37,177      $  (3,261)    $1,349,895
  Obligations of state and
    political subdivisions              2,657,348         36,977         (6,516)     2,687,809
  Corporate bonds                         684,822         16,263              -        701,085
  U.S. governmental agency
    collateralized mortgage obligations     2,089              -            (33)         2,056
                                      --------------------------------------------------------
                                       $4,660,238      $  90,417      $  (9,810)    $4,740,845
                                      ========================================================
Equity securities available for sale:
  Bond mutual fund                     $  126,623      $       -      $  (1,223)    $  125,400
                                      ========================================================
</TABLE>
The components of other comprehensive income (loss) - net change in unrealized
(loss) on securities available for sale are as follows:
<TABLE>
<S>                                               <C>              <C>            <C>
                                                            Years Ended December 31,
                                                  ------------------------------------------
                                                       2001            2000          1999
                                                  ------------------------------------------
Unrealized holding gain (loss) arising
  during the period                               $     599        $  6,254      $ (26,276)
Add reclassification adjustment for net
  losses realized in net income                           -          27,437              -
                                                  ------------------------------------------
          Net change in unrealized (loss)
            before income taxes                         599          33,691        (26,276)
Income taxes                                              -               -              -
                                                  ------------------------------------------
          Other comprehensive income - net
            change in unrealized (loss) on
            securities available for sale         $     599        $ 33,691       $(26,276)
                                                  ==========================================
</TABLE>
There were no sales of debt or equity securities during the years ended
December 31, 2001 and 1999, and accordingly, no reclassification adjustments
on investment securities for those years.  Proceeds from the sale of
securities available for sale in 2000 were $213,564 and resulted in gross
losses of $27,437.  At December 31, 2001 and 2000, no individual investments
in obligations of state and political subdivisions exceeded 10% of the
Company's equity.  At December 31, 2001 and 2000, the Company had certificates
of deposit of $900,000 and $700,000, respectively, on deposit with the South
Dakota Department of Commerce and Regulation, Division of Insurance (Division
of Insurance), to meet the deposit requirement of state insurance laws.
                                      F-14

SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
d/b/a DAKOTACARE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
- -----------------------------------------------------------------------------

NOTE 6.  CONTINGENCY RESERVES PAYABLE

The Company's agreements with participating physicians provide that up to 20%
of fees for services provided, as submitted to the Company, may be withheld to
provide a contingency reserve that may be used to fund operations or meet other
financial requirements of the Company.  The percentage withheld for the years
1999 through 2001 was 15%.  The amounts withheld may be paid to the
participating physicians at the discretion of the Board of Directors of the
Company, although the Company is not contractually obligated to pay out amounts
withheld.  Management estimates the expected amount of contingency reserves to
be paid to participating physicians and records a liability based upon factors
such as cash flow needs, net income, and accumulations of amounts withheld.
Payments to physicians are made at such times as the Board of Directors
approves payouts.  The recorded liability at December 31, 2001 is equal to
actual amounts withheld for the years ended December 31, 2001 and 2000.  During
1999, the Company's Board of Directors, with approval from the Division of
Insurance, voted to write off $1,043,131 of contingency reserves withheld in
1997, which reduced claims expense in 1999 and was accounted for as a change in
accounting estimate.  This change had the effect of decreasing the net loss for
1999 by $688,470, or $.48 per common share, net of income taxes.


NOTE 7.  REPORTED AND UNREPORTED CLAIMS PAYABLE

Activity in the liability for reported and unreported claims payable is
summarized as follows:

<TABLE>
<S>                                       <C>                 <C>                 <C>
                                              2001                2000                1999
                                          ---------------------------------------------------
Balance at January 1                      $ 5,831,471         $ 4,667,253         $ 4,409,622
                                          ---------------------------------------------------
Incurred related to:
  Current year                             51,684,791          36,025,786          30,226,506
  Prior years                                 (69,367)           (875,235)            911,684
  Contingency reserves written off                  -                   -          (1,043,131)
                                          ---------------------------------------------------
Total incurred                             51,615,424          35,150,551          30,095,059
                                          ---------------------------------------------------
Paid related to:
  Current year                             43,493,105          29,842,349          24,240,777
  Prior years                               5,748,359           4,195,142           5,321,000
                                          ---------------------------------------------------
Total paid                                 49,241,464          34,037,491          29,561,777
                                          ---------------------------------------------------
Less reinsurance recoverables at January 1    (51,158)                  -            (275,651)
Plus reinsurance recoverables at December 31   84,088              51,158                   -
                                          ---------------------------------------------------
Balance at December 31                    $ 8,238,361         $ 5,831,471         $ 4,667,253
                                          ---------------------------------------------------
                                          ---------------------------------------------------
</TABLE>

                                      F-15


SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
d/b/a DAKOTACARE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

NOTE 8.  INCOME TAX MATTERS

The Company is taxable as a property and casualty insurance company under
section 831 of the Internal Revenue Code.  The code prescribes certain
adjustments to book income to arrive at taxable income which include
adjustments to unearned premiums, discounting of loss reserves and proration
 of tax-exempt income.  In addition, increases in contingency reserves, which
 are included as claims expenses, are not allowable as tax deductions until
actually paid.  The Company files a consolidated income tax return with its
wholly-owned subsidiaries, DAS and DIL.  In 2001, the consolidated income
tax return also includes Carewest.

The components of income tax expense as of December 31 are as follows:


                                    2001         2000           1999
                                ---------------------------------------
Current (recoverable)           $ (133,767)  $1,239,317   $ (230,343)
Deferred (benefit)                (394,000)    (204,400)      33,400
                                ---------------------------------------
                                $ (527,767)  $1,034,917   $ (196,943)
                                ---------------------------------------
                                ---------------------------------------

Total income tax expense differed from the amounts computed by applying the
U.S. federal income tax rate of 35 percent to income before income taxes as a
result of the following:
<TABLE>
<S>                                                 <C>            <C>           <C>
                                                       2001           2000          1999
                                                    ---------------------------------------
Computed "expected" tax expense (benefit)           $ (468,000)   $1,007,000     $(285,000)
Tax exempt interest                                    (43,709)      (40,487)      (42,788)
Lobbying                                                 7,188         5,562         2,977
Change in valuation allowance for deferred
  tax assets                                             9,000        27,700       108,400
Effect of tax rate brackets and other                  (32,246)       35,142        19,468
                                                    ---------------------------------------
                                                    $ (527,767)   $1,034,917     $(196,943)
                                                    ---------------------------------------
                                                    ---------------------------------------
</TABLE>


                                      F-16











SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
d/b/a DAKOTACARE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------------------------------------------------

NOTE 8.  INCOME TAX MATTERS (CONTINUED)

The net deferred tax assets consist of the following components at December 31:
<TABLE>
<S>                                                          <C>              <C>

                                                                   2001           2000
                                                             ----------------------------
Deferred tax assets:
  Contingency reserves payable                               $ 1,308,000      $   978,000
  Reported and unreported claims payable                          81,000           57,000
  Unearned premiums                                               72,000           68,000
  Accrued expenses and other                                     233,000          226,000
  Net operating loss carryforward of subsidiaries                178,000          148,000
                                                             ----------------------------
                                                               1,872,000        1,477,000
  Less valuation allowance                                       157,000          148,000
                                                             ----------------------------
                                                               1,715,000        1,329,000
                                                             ----------------------------
Deferred tax liability:
  Property and equipment                                         (68,000)         (76,000)
                                                             ----------------------------
                                                             $ 1,647,000      $ 1,253,000
                                                             ----------------------------
                                                             ----------------------------

Reflected on the accompanying balance sheets as follows:

                                                                  2001           2000
                                                             ----------------------------
Current assets                                               $   916,000      $   811,000
Noncurrent assets                                                731,000          442,000
                                                             ----------------------------
                                                             $ 1,647,000      $ 1,253,000
                                                             ----------------------------
                                                             ----------------------------
</TABLE>
                                      F-17


















SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
d/b/a DAKOTACARE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-----------------------------------------------------------------------------

NOTE 9.  CAPITAL STOCK

The Class A voting preferred stock is not entitled to receive dividends or
other distributions, except for redemption by the Company.  In the event of
a liquidation, each share of Class A preferred stock would be given priority
over Class B and C stock and would be entitled to receive a preferential
payment in an amount up to (and not to exceed) its stated value of $10 per
share.  The Class A preferred stock is restricted to ownership by medical and
osteopathic physicians who have executed a participating physician agreement
with the Company and may not be issued to or held by a hospital.

The Class B voting preferred stock is restricted to ownership by the South
Dakota State Medical Association, an affiliated company, and is not entitled
to receive dividends.

The Class C nonvoting common stock is not entitled to cumulative dividends
and has no preference in a liquidation.  The Class C common stock is restricted
to ownership by  the following persons or entities: (1) physicians entitled to
ownership of Class A stock, (2) a trust or self-directed individual retirement
account controlled by a physician entitled to ownership of Class A stock, (3) a
professional corporation, partnership or other entity domiciled in the State of
South Dakota and in which a physician entitled to ownership of Class A stock is
a shareholder, partner, or employee in the practice of medicine, (4) management,
employees or agents of the Company, the South Dakota State Medical Association,
or the South Dakota Foundation for Medical Care, or (5) the spouse or children
of such physician or other person set forth in (1) or (4) above.

To facilitate liquidity for Class C common stock (Common Stock) in the event of
death, disability, or retirement of a shareholder, the Company's Board of
Directors has a Stock Repurchase Program (Program).  Participation in the
Program is voluntary.  No shareholder is required to sell his or her shares of
Common Stock under the Program nor is the Company required to purchase any
Common Stock under the Program.  The purchase and sale of Common Stock under
the Program is subject to repurchase conditions as described in the Program.
The Board of Directors of the Company may, at any time, modify or terminate
the Program.  The Company may also, at its discretion, offer to repurchase
shares of Common Stock outside of the Program in compliance with applicable
laws.  During 2001 and 2000, 33,003 and 34,341 shares, respectively, were
acquired for the treasury under the Program.

Regulatory capital as required by the Division of Insurance at December 31,
2001 and 2000 was $200,000 on a statutory basis of accounting, which the
Company significantly exceeded.  As long as the Company exceeds required
regulatory capital, it is not restricted by the Division of Insurance in the
amount of dividends it may pay.

The Company is also subject to risk based capital (RBC) requirements
promulgated by the National Association of Insurance Commissioners (NAIC).
The RBC standards establish uniform minimum capital requirements for insurance
companies.  The RBC formula applies various weighting factors to financial
balances or various levels of activities based on the perceived degree of risk.
The Company exceeded regulatory action level RBC at December 31, 2001.




                                      F-18
SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
d/b/a DAKOTACARE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------------------------------------------------

NOTE 10.  TRANSACTIONS WITH AFFILIATE

The Company leases office space from the South Dakota State Medical Association
(Association).  The Company has a one year lease which automatically renews for
one year terms each January 1, unless terminated with at least 30 days notice
prior to the end of the lease term.  The 2001 lease required minimum rental
payments of $211,016 and was terminated on December 31, 2001.  On January 1,
2002, the Company entered into a three year lease with the Association, which
requires minimum monthly rentals of $18,982.  On January 1, 2001, Carewest
entered into a three year lease which requires minimum monthly rentals of
$1,500.  The Company also has entered into other short-term lease agreements
for which the total rental commitment at December 31, 2001 was not significant.
Total rental payments for the years ended December 31, 2001, 2000 and 1999
were $239,216, $217,162 and $204,870, respectively.

The Company provides group health insurance coverage for employees of the
Association.  Total premium income from the affiliate for the years ended
December 31, 2001, 2000 and 1999 was $66,086, $55,689 and $48,330, respectively.

NOTE 11.  RETIREMENT PLAN AND DEFERRED COMPENSATION

The Company is included in a qualified money-purchase pension plan with the
South Dakota State Medical Association and the South Dakota Foundation for
Medical Care.  This multiple-employer plan covers employees who have attained
age 21, and have completed one year of service.  Contributions, which are
required under the plan, were an amount equal to 11.5% of the participants'
compensation for the twelve-month periods ending September 1, 2001, 2000 and
1999.  Retirement plan expense for the years ended December 31, 2001, 2000 and
1999 was $374,633, $275,421 and $238,689, respectively.

In connection with employment contracts between the Company and certain
officers, 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 or any earlier retirement
age specified by the Board of Directors by resolution.  The Company is making
payments to a retired officer.  At December 31, 2001 and 2000, $78,112 and
$89,036, respectively, was accrued under these contracts.


NOTE 12.  SEGMENT INFORMATION

The Company has three reportable segments:  Health Maintenance Organization
(HMO), Third Party Administration (TPA) and Reinsurance.  The HMO segment
consists of the operations of the Company.  The Company is a South Dakota
licensed HMO engaged in the development of comprehensive health care delivery
systems.  The TPA segment consists of the operations of DAS, DHP and Carewest,
which are TPA's of health care plans for independent employer companies.  The
reinsurance segment consists of the operations of DIL.  DIL's primary activity
is in providing reinsurance quota share excess medical stop loss coverage to
DAS' self funded customers.

The Company evaluates performance and allocates resources based on net income
determined under accounting principles generally accepted in the United States
of America.  The accounting policies of the reportable segments are the same
as those described in the summary of significant accounting policies.  The
Company allocates payroll costs incurred based on the activities of admitting
new enrollees and in adjudicating claims.  The HMO segment profit includes the
equity in earnings (loss) of the TPA and reinsurance segments.  Intersegment
revenues primarily relate to equipment rental charges which are based on the
depreciation on the underlying assets.

                                      F-19

SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
d/b/a DAKOTACARE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
----------------------------------------------------------------------------

NOTE 12.  SEGMENT INFORMATION (CONTINUED)

The Company's reportable segments are derived from the operations of the
Company and subsidiaries that offer different products.  The reportable
segments are managed separately because they provide distinct services.
<TABLE>
<S>                                <C>             <C>            <C>            <C>

Year Ended December 31, 2001            HMO            TPA        Reinsurance       Totals
                                  ----------------------------------------------------------
Revenues from external customers   $ 58,945,048    $ 4,388,962    $ 410,350      $ 63,744,360
Intersegment revenues                         -        233,662            -           233,662
Investment income                       653,296         25,480        9,012           687,788
Depreciation expense                     76,212        211,757            -           287,969
Segment profit (loss)                  (717,610)      (421,426)     176,069          (962,967)
Equity in net (loss) of subsidiaries   (154,035)             -            -          (154,035)
Income tax (benefit)                   (478,400)       (49,367)           -          (527,767)
Segment assets                       18,915,606      1,286,102      622,372        20,824,080


Year Ended December 31, 2000            HMO            TPA        Reinsurance       Totals
                                  ----------------------------------------------------------
Revenues from external customers   $ 44,194,355    $ 3,588,674    $ 661,462      $ 48,444,491
Intersegment revenues                         -        255,824            -           255,824
Investment income                       685,367         63,040       18,778           767,185
Depreciation expense                     80,549        256,227            -           336,776
Segment profit (loss)                 1,953,977       (168,270)      78,139         1,863,846
Equity in net income of subsidiaries     20,539              -            -            20,539
Income tax expense                    1,004,667         30,250            -         1,034,917
Segment assets                       16,838,497      1,839,801      598,647        19,276,945




Year Ended December 31, 1999            HMO            TPA        Reinsurance       Totals
                                   --------------------------------------------------------
Revenues from external customers   $ 34,048,724    $ 3,259,507      $ 646,836    $ 37,955,067
Intersegment revenues                         -        241,325              -         241,325
Investment income                       455,461         44,138         14,000         513,599
Depreciation expense                     88,147        241,325              -         329,472
Segment (loss)                         (621,814)      (267,738)      (200,888)     (1,090,440)
Equity in net (loss) of subsidiaries   (473,021)             -              -        (473,021)
Income tax (benefit)                    (55,950)      (140,993)             -        (196,943)
Segment assets                       12,905,809      1,699,895        457,870      15,063,574


</TABLE>

                                      F-20





SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
d/b/a DAKOTACARE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------

NOTE 12.  SEGMENT INFORMATION (CONTINUED)
<TABLE>
<S>                                             <C>               <C>            <C>
                                                      2001           2000           1999
                                                ---------------------------------------------
Revenues
Total external revenues for reportable segments $ 63,744,360      $ 48,444,491   $ 37,955,067
Intersegment revenues for reportable segments        233,662           255,824        241,325
Elimination of intersegment revenues                (233,662)         (255,824)      (241,325)
Elimination of net income (loss)of subsidiaries     (154,035)           20,539       (473,021)
                                                ---------------------------------------------
    Total consolidated revenues                 $ 63,898,395      $ 48,423,952   $ 38,428,088
                                                ---------------------------------------------
                                                ---------------------------------------------

Income or Loss
Total income (loss) for reportable segments     $   (962,967)     $  1,863,846   $ (1,090,440)
Elimination of equity in net (loss)
  of subsidiaries                                   (154,035)           20,539       (473,021)
Minority interest in income (loss) of subsidiaries   (91,322)         (110,670)         4,395
                                                ---------------------------------------------
    Total consolidated net income (loss)        $   (717,610)     $  1,953,977   $   (621,814)
                                                ---------------------------------------------
                                                ---------------------------------------------

Assets
Total assets for reportable segments            $ 20,824,080      $ 19,276,945   $ 15,063,574
Elimination of intercompany receivable              (234,696)         (153,092)      (135,058)
Elimination of investment in subsidiaries         (1,231,494)       (1,420,273)    (1,274,734)
                                                ---------------------------------------------
    Total consolidated assets                   $ 19,357,890      $ 17,703,580   $ 13,653,782
                                                ---------------------------------------------
                                                ---------------------------------------------
</TABLE>
NOTE 13.  LITIGATION

During 1998, a substantial claim was filed against the Company in circuit court
which alleged wrongful nonrenewable of a sales agency contract and sought
compensatory and punitive damages.  The lawsuit was settled in 2001 and all
payables and expenses are fully recorded in the accompanying 2001 consolidated
financial statements.

In addition, the Company is involved in other legal actions in the ordinary
course of its business.  Although the outcome of any such legal actions cannot
be predicted, in the opinion of management, there is no legal proceeding
pending against or involving the Company for which the outcome is likely to
have a material adverse effect upon the consolidated financial position or
results of operations of the Company.


                                      F-21







SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
d/b/a DAKOTACARE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------------------------------------------
<TABLE>
<S>                                 <C>           <C>            <C>           <C>
NOTE 14.  QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

Year ended December 31, 2001         1st Quarter    2nd Quarter    3rd Quarter   4th Quarter
-----------------------------------------------------------------------------------------------
Total revenues                      $14,609,754   $15,381,707    $16,534,612   $17,372,322
Claims incurred, net                 11,658,449    11,680,324     12,592,451    15,684,200
Total operating expenses             14,595,560    14,465,608     17,406,493 (1)18,767,433
Net income (loss)                       106,907       556,573       (603,289)     (777,801)

Earnings (loss) per share           $      0.08   $      0.40    $     (0.44)  $     (0.57)


Year ended December 31, 2000         1st Quarter    2nd Quarter    3rd Quarter   4th Quarter
-----------------------------------------------------------------------------------------------
Total revenues                      $10,812,637   $11,612,390    $12,350,361   $13,648,564
Claims incurred, net                  7,380,452     7,774,623      8,992,386    11,003,090 (2)
Total operating expenses              9,775,972    10,322,148     11,418,495    14,029,113
Net income (loss)                       679,234       788,872        647,474      (161,603)

Earnings (loss) per share           $      0.47   $      0.55    $      0.46   $     (0.11)


</TABLE>
(1) Includes the settlement of a lawsuit (Note 13).

(2) Includes an $850,000 receivable (reduction of incurred amount) and $420,000
    payable (increase in incurred amount) relating to the settlement of two
    separate lawsuits relating to claims paid in prior years.


                                      F-22

SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
d/b/a DAKOTACARE
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
-------------------------------------------------------------------------------

NOTE 15.  RECENT ACCOUNTING PRONOUNCEMENTS

In July 2001, the Financial Accounting Standards Board (FASB) issued two
statements - Statement 141, Business Combinations, and Statement 142, Goodwill
and Other Intangible Assets.  Statement 141 eliminates the pooling method for
accounting for business combinations, requires that intangible assets that meet
certain criteria be reported separately from goodwill, and requires negative
goodwill arising from a business combination to be recorded as an extraordinary
gain.  Statement 142 eliminates the amortization of goodwill and other
intangibles that are determined to have an indefinite life, requires, at a
minimum, annual impairment tests for goodwill and other intangible assets that
are determined to have an indefinite life, requires the carrying value of
goodwill which exceeds its implied fair value to be recognized as an impairment
loss.  The provisions of FASB Statement 141 apply to all business combinations
initiated after June 30, 2001 and all business combinations accounted for by the
purchase method for which the date of acquisition is July 1, 2001, or later. The
provisions of FASB Statement 142 are required to be implemented by the Company
in the first quarter of 2002. The adoption of these new standards should have no
significant impact on the Company's financial position or results of operations.

The FASB also recently issued Statement 143, Accounting for Asset Retirement
Obligations. Statement 143, which is effective for fiscal years beginning after
June 15, 2002, covers the accounting for closure or removal-type costs that are
incurred with respect to long-lived assets. The nature of the Company's business
and long-lived assets is such that adoption of this new standard should have no
significant impact on the Company's financial position or results of operations.

In August 2001, the FASB issued Statement 144, Accounting for the Impairment or
Disposal of Long-Lived Assets, which supersedes FASB No. 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of.
Statement 144 also supersedes certain aspects of APB 30, Reporting the Results
of Operations-Reporting the Effects of Disposal of a Segment of a Business, and
Extraordinary, Unusual and Infrequently Occurring Events and Transactions, with
regard to reporting the effects of a disposal of a segment of a business and
will require expected future operating losses from discontinued operations to
be reported in discontinued operations in the period incurred rather than as of
the measurement date as presently required by APB 30. Additionally, certain
dispositions may now qualify for discontinued operations treatment. The
provisions of Statement 144 are required to be applied for fiscal years
beginning after December 15, 2001 and interim periods within those fiscal
years. The adoption of this new standard should have no significant impact on
the Company's financial position or results of operations.






                                             F-23





















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

Exhibit No.       Description
- -----------       -----------
10                Office Lease with the South Dakota State Medical Association

21                Subsidiaries of the Registrant






















































                                                                     EXHIBIT 10

                                      LEASE


This LEASE made this 1st day of January, 2002, between SOUTH DAKOTA STATE
MEDICAL ASSOCIATION of Sioux Falls, South Dakota, Lessor, and South Dakota
State Medical Holding Company, Inc., Sioux Falls, South Dakota, Lessee, is
in agreement with:

                                               1.

That the said lessor leases to the said lessee the property described as:

Office space in the following structures:  "The Southeast Quarter and the
East 11.5 feet of the Southwest quarter of Block 32 in Park Addition to
Sioux Falls, together with the East 25 feet of the South 88 feet of
Lot E in Perry's Subdivision of part of Block 32 Park Addition" surveyed,
platted, and recorded in Minnehaha County, South Dakota; as well as
Lots C, D, and E, except the East 25 feet of the South 88 feet of Lot E
of Perry's Subdivision of part of Block 32 of Park Addition to Sioux Falls,
Minnehaha County, South Dakota, according to the recorded plat thereof.
The parking lot space on "The Northwest Quarter of Block 32 in Park Addition to
Sioux Falls" surveyed, platted, and recorded in Minnehaha County, South Dakota.

The term of this lease shall begin on the 1st day of January, 2002, and end
on the 31st day of December, 2004, and shall automatically renew for
successive two (2) year terms unless terminated with not less than thirty (30)
days notice prior to the end of the lease term.  Rent payable pursuant to this
lease shall be:

The sum of Eighteen Thousand Nine Hundred Eighty-Two Dollars and Twenty-Five
Cents ($18,982.25) per month, payable on the first day of each month.


                                                 2.

It is further agreed that the lessor shall furnish all and full maintenance
for the property leased hereunder including but not limited to heat, air
conditioning, electricity, gas, water, janitorial service, maintenance of
building fixtures, replacement of building glass breakage, and snow and ice
removal.
                                                 3.
It is provided that the lessor shall cause nothing upon the premises to
become a nuisance.

                                                 4.

It is understood that the lessor will be responsible for all real property
taxes, and that each individual party will be responsible for their own
personal property taxes.

                                                 5.

The said lessee hereby covenants with the lessor to pay the said rent at the
times and in the manner hereinbefore specified; not at any time to assign
this agreement or to sublet the demised premises, or any portion thereof,
without the written consent of the said lessor or its representatives; to
keep the premises in good order; and to surrender the possession of the
premises at the end of the said term.

                                                 6.

It is hereby agreed that, if the building on the premises shall be
destroyed or rendered untenantable by fire or other unavoidable accident,
all liability for rent hereunder shall cease upon payment thereon
proportionally to the day of such fire or unavoidable accident.

                                                 7.

It is also agreed that each said party shall be responsible for insuring its
Own property against damage or destruction by fire, wind, or other unavoidable
disaster.

                                                 8.

It is further agreed by and between the said parties that any fixtures or
equipment placed in said premises by the lessee herein shall be and remain
the property of said lessee, provided, however, that in the event that the
installation of any such fixtures or equipment shall require a substantial
change or alteration of the premises described herein, then and in such
event prior approval before installation must be obtained from the lessor.

                                                 9.

It is further agreed that if the lessee shall violate any of the foregoing
covenants on its part, the lessor shall have the right without formal notice
to re-enter and take possession.

                                                10.

Each party hereto waives all claims for recovery from the other party for
any loss or damage of its property insured under valid and collectible
insurance policies to the extent of any recovery collectible under such
insurance subject to the limitation that this waiver shall apply only when
permitted by the applicable policy of insurance.

                                                11.

This lease may be terminated by either party upon thirty (30) days written
notice to the other party irrespective of any other covenants herein.

The lessees hereby acknowledge the receipt of a true and correct copy of
this lease.

SOUTH DAKOTA STATE MEDICAL ASSOCIATION
Lessor


By: _/s/L. Paul Jensen_________________
Chief Executive Officer


DAKOTACARE
Lessee


By: _/s/Kirk Zimmer____________________
Senior Vice-President






                                                                      EXHIBIT 21







EXHIBIT 21. SUBSIDIARIES OF THE REGISTRANT

Name                                  Incorporation               % Owned
- ----                                -------------               -------

DAKOTACARE Administrative             South Dakota                  100%
  Services, Incorporated

DAKOTACARE Insurance, Ltd.            Cayman Islands                100%

Carewest, Inc.                        South Dakota                81.30%