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

                                 FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
       For the quarterly period ended June 30, 2005

                          OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________

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 office, including Zip Code)

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


                   ______________________________
   (Former name, former address, and former fiscal year, if changed
                         since last report)

  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 check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act)  YES    NO  X

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

     Class                            Outstanding at August 4, 2005
Class C Non-Voting Common Stock                   1,365,604













  SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
                               FORM 10-Q

                                 INDEX

                                                                 Page Number


Part 1.  Financial Information (unaudited)

   Item 1.  Financial Statements

     Consolidated Balance Sheets at
     June 30, 2005 and December 31, 2004                             2

     Consolidated Statements of Operations for the Three
     and Six Months Ended June 30, 2005 and 2004                     3

     Consolidated Statement of Stockholders' Equity
     for the Six Months Ended June 30, 2005                          4

     Consolidated Statements of Cash Flows
     for the Six Months Ended June 30, 2005 and 2004                 5

     Condensed Notes to Consolidated Financial Statements          6-8

   Item 2.  Management's Discussion and Analysis
   of Financial Condition and Results of Operations               9-14

   Item 3.  Quantitative and Qualitative Disclosures
            about Market Risk                                       14

   Item 4.  Controls and Procedures                                 14

Part II.  Other Information                                         14

   Item 1.  Legal Proceedings                                       14

   Item 2.  Unregistered Sales of Equity Securities and
            Use of Proceeds                                         14

   Item 3.  Defaults Upon Senior Securities                         14

   Item 4.  Submission of Matters to a Vote
            of Security Holders                                     15

   Item 5.  Other Information                                       15

   Item 6.  Exhibits                                                15

   Signatures                                                       15

   Certifications

                                                                          1

                       PART 1:  FINANCIAL INFORMATION
Item 1.  Financial Statements
     SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED d/b/a DAKOTACARE
                           CONSOLIDATED BALANCE SHEETS
<TABLE>
<S>                                                        <C>            <C>
                                                             June 30,    December 31,
             ASSETS                                             2005          2004
                                                            (Unaudited)    (Audited)
--------------------------------------------------------------------------------------
Cash and cash equivalents                                  $ 13,881,511   $ 17,819,826
Investment in securities held to maturity                     4,683,198        408,803
Certificates of deposit                                       1,500,000      1,600,000
Receivables                                                   1,544,972      1,395,187
Prepaids and other assets                                       352,000        175,000
Deferred income taxes                                         1,320,866      1,291,600
                                                           -------------  -------------
  Total current assets                                       23,282,547     22,690,416
                                                           -------------  -------------
Mortgage loan on real estate with related party               3,471,898             --
Investment in securities held to maturity                     3,879,838      4,468,534
Investment in securities available for sale                     158,600        153,900
Certificates of deposit                                         600,000        600,000
Contracts with life insurance companies and other               112,175        106,175
                                                           -------------  -------------
  Total long-term investments                                 8,222,511      5,328,609
                                                           -------------  -------------
Property and equipment, net of accum. depreciation              763,182        470,699
                                                           -------------  -------------
Deferred income taxes                                           825,884      1,021,400
                                                           -------------  -------------
                                                           $ 33,094,124   $ 29,511,124
                                                           =============  =============
             LIABILITIES
Reported and unreported claims payable                     $  9,637,086   $  9,651,340
Unearned premiums and administration fees                     2,509,347      2,780,976
Accounts payable and accrued expenses                         2,062,036      1,288,828
Contingency reserves payable                                  2,891,167      2,891,167
                                                           -------------  -------------
  Total current liabilities                                  17,099,636     16,612,311
Contingency reserves payable                                  3,682,668      2,413,523
                                                           -------------  -------------
  Total liabilities                                          20,782,304     19,025,834
                                                           -------------  -------------
        STOCKHOLDERS' EQUITY
Class A Voting Preferred Stock, $10 par value, 2,500 shares
  authorized; 1,480 and 1,523 shares issued and outstanding
  at June 30, 2005 and December 31, 2004; liquidation
  preference of outstanding shares of $14,800 and $15,230
  at June 30, 2005 and December 31, 2004, respectively           14,800         15,230
Class B Voting Preferred Stock, $1.00 par value, 2,500 shares
  authorized; 1,800 shares issued and outstanding at June 30, 2005
  and December 31, 2004; liquidation preference of outstanding
  shares of $1,800 at June 30, 2005 and December 31, 2004         1,800          1,800
Class C Non-Voting Common Stock, $.01 par value, 10,000,000
  shares authorized; 1,505,760 shares issued and outstanding
  at June 30, 2005 and December 31, 2004                         15,058         15,058
Additional paid-in capital                                    3,749,342      3,749,342
Retained Earnings                                             9,856,755      8,031,148
Accumulated other comprehensive income                            3,244          1,891
Less cost of Class C Non-Voting Common treasury
  stock, 140,156 shares  at June 30, 2005 and
  December 31, 2004                                          (1,329,179)    (1,329,179)
                                                           -------------  -------------
                                                             12,311,820     10,485,290
                                                           -------------  -------------
                                                           $ 33,094,124   $ 29,511,124
                                                           =============  =============
See Condensed Notes to Consolidated Financial Statements.
                                                                             2
</TABLE>
     SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED d/b/a DAKOTACARE
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
<TABLE>
<S>                              <C>           <C>           <C>           <C>
                                 Three Months Ended June 30,   Six Months Ended June 30,
                                      2005          2004          2005          2004
---------------------------------------------------------------------------------------
Revenues:
  Premiums, net of reins. ceded  $ 21,228,921  $ 20,116,591  $ 42,249,146  $ 40,883,153
  Third party administration fees   1,378,952     1,381,913     2,785,437     2,705,827
  Investment income                   225,379        85,228       387,313       180,387
  Other income                        337,470       298,275       714,483       659,299
                                 ------------- ------------- ------------- -------------
     Total revenues                23,170,722    21,882,007    46,136,379    44,428,666
                                 ------------- ------------- ------------- -------------
Operating expenses:
  Claims incurred,
    net of reins. recoveries       16,968,833    15,548,384    35,395,747    32,121,306
  Personnel expense                 1,779,414     1,598,422     3,422,898     3,168,518
  Commissions                         703,171       835,955     1,506,343     1,667,639
  Professional fees expense           279,605       207,470       526,946       519,507
  Office expense                      192,184       199,398       458,946       490,661
  Advertising                         175,998       176,075       228,854       306,605
  Occupancy expense                   154,344       185,355       348,151       417,293
  State insurance taxes               254,619       253,346       520,616       491,257
  Other general and
    administrative expenses           280,359       275,933       861,300       715,417
                                 ------------- ------------- ------------- -------------
     Total operating expenses      20,788,527    19,280,338    43,269,801    39,898,203
                                 ------------- ------------- ------------- -------------

Income before income taxes
  and minority interest             2,382,195     2,601,669     2,866,578     4,530,463

Income taxes                          784,506       872,800     1,040,971       958,100
                                 ------------- ------------- ------------- -------------
Income before minority
  interest                          1,597,689     1,728,869     1,825,607     3,572,363
Minority interest in income
  of subsidiary                            --         8,224            --         4,131
                                 ------------- ------------- ------------- -------------
     Net income                  $  1,597,689  $  1,720,645  $  1,825,607  $  3,568,232
                                 ============= ============= ============= =============

Earnings per common share        $       1.17  $       1.26  $       1.34  $       2.61
                                 ============= ============= ============= =============

Comprehensive income             $  1,600,558  $  1,716,736  $  1,826,960  $  3,565,661
                                 ============= ============= ============= =============
Weighted average number of
  common shares outstanding         1,365,604     1,365,604     1,365,604     1,365,604
                                 ============= ============= ============= =============


See Condensed Notes to Consolidated Financial Statements.
</TABLE>
                                                                    3









     SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED d/b/a DAKOTACARE
                   CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
                         SIX MONTHS ENDED JUNE 30, 2005
                                   (Unaudited)
<TABLE>
<S>                     <C>      <C>         <C>          <C>        <C>          <C>

                                                        Accumulated
                                 Additional                Other
                       Capital   Paid-In      Retained Comprehensive  Treasury
                        Stock    Capital      Earnings     Income       Stock       Total
--------------------------------------------------------------------------------------------
Balance,
December 31, 2004       $32,088  $3,749,342  $ 8,031,148 $    1,891  $(1,329,179) $10,485,290
  Issuance of Class A
    Voting Preferred Stock  190          --           --         --           --          190
  Redemption of Class A
    Voting Preferred stock (620)         --           --         --           --         (620)
Comprehensive income:
    Net income               --          --    1,825,607         --           --
    Net change in un-
      realized gain on
      securities avail-
      able for sale          --          --           --      1,353           --
    Comprehensive income     --          --           --         --           --    1,826,960
                        -------- ----------- ------------  --------- ------------ -----------
Balance, June 30, 2005  $31,658  $3,749,342  $ 9,856,755   $  3,244  $(1,329,179) $12,311,820
                        ======== =========== ============  ========= ============ ===========


See Condensed Notes to Consolidated Financial Statements.
</TABLE>
































                                                                       4



     SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED d/b/a DAKOTACARE
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<S>                                                         <C>            <C>
                                                                  Six Months Ended
                                                                       June 30,
                                                                  2005           2004
----------------------------------------------------------------------------------------
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                                $  1,825,607   $  3,568,232
  Adjustments to reconcile net income to net
    cash provided by operating activities:
    Depreciation                                                  85,834        116,987
    Minority interest in income of subsidiary                         --          4,131
    Amortization of discounts and premiums on investments, net   (46,615)       (56,315)
    (Increase) decrease in receivables                          (149,785)       457,951
    (Increase) in prepaids and other assets                     (177,000)        (3,000)
    (Increase) decrease in deferred income taxes                 166,250       (607,000)
    (Decrease) in reported and unreported claims payable         (14,254)    (2,718,223)
    Increase (decrease) in unearned premiums and
      administration fees                                       (271,629)       357,106
    Increase in accounts payable and
      accrued expenses                                           773,208        256,710
    Increase in contingency reserves payable                   1,269,145      1,116,530
                                                            -------------  -------------
Net cash provided by operating activities                   $  3,460,761   $  2,493,109
                                                            -------------  -------------
CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase of securities available for sale                 $     (3,347)  $     (2,870)
  Held to maturity securities:
    Matured                                                      360,000         55,000
    Purchased                                                 (3,999,084)      (800,000)
  Purchase of investment loan on real estate                  (3,482,649)            --
  Proceeds from principal payments on real estate loan            10,751             --
  Proceeds from maturities of certificates of deposit            500,000        500,000
  Purchase of certificates of deposit                           (400,000)    (1,000,000)
  (Increase) in contracts with life
    insurance companies                                           (6,000)        (6,000)
  Purchase of property and equipment                            (378,317)       (17,170)
                                                            -------------  -------------
Net cash (used in) investing activities                     $ (7,398,646)   $(1,271,040)
                                                            -------------  -------------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from issuance of capital stock                   $        190   $        140
  Redemption of capital stock                                       (620)            --
  Increase in minority investment of subsidiary                       --            157
                                                            -------------  -------------
Net cash (used by) provided by financing activities         $       (430)  $        297
                                                            -------------  -------------
(Decrease) Increase in cash and cash equivalents            $ (3,938,315)  $  1,222,366
CASH AND CASH EQUIVALENTS
Beginning                                                     17,819,826     14,518,442
                                                            -------------  -------------
Ending                                                      $ 13,881,551   $ 15,740,808
                                                            =============  =============

Supplemental Disclosures of Cash Flow Information
  Cash payments for:
    Income taxes                                            $    625,021   $  1,645,000

Supplemental Disclosures of Noncash Investing
  And Financing Activities
    Increase (decrease) in unrealized gain on
      securities available for sale                         $      1,353   $     (2,571)

See Condensed Notes to Consolidated Financial Statements.
</TABLE>
                                                                      5






SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED D/B/A DAKOTACARE
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)

1.  BASIS OF PRESENTATION

The consolidated financial statements of South Dakota State Medical Holding
Company, Incorporated, d/b/a DAKOTACARE (the "Company"), its
wholly-owned subsidiaries, DAKOTACARE Administrative Services, Incorporated
("DAS"), and DAKOTACARE Insurance Ltd. ("DIL"), contained in this report are
unaudited but reflect all adjustments, consisting only of normal recurring
adjustments, which, in the opinion of management, are necessary for a fair
presentation of the financial information for the periods presented. The
results of operations for the six months ended June 30, 2005, are not
necessarily indicative of the results to be expected for the full year or any
other interim period.  This report should be read in conjunction with the
audited consolidated financial statements included in the Company's Annual
Report on Form 10-K for the year ended December 31, 2004.

2.  EARNINGS PER COMMON SHARE

Earnings per common share is calculated by dividing net income by the
weighted average number of shares of the Class C Non-Voting Common Stock
("Common Stock") outstanding during the period.  All references to earnings
per share in the consolidated financial statements are to basic earnings
per share, as the Company has no potentially issuable Common Stock.

3.  TREASURY STOCK

As a service to the Company's shareholders to facilitate liquidity for the
Common Stock in the event of death, disability, or retirement of a shareholder,
the Company's Board of Directors has a Stock Repurchase Program, which was
publicly announced on March 4, 1998 (the "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 the Program in compliance with applicable laws.
There were no shares repurchased through June 30, 2005 or during the
year ended December 31, 2004.

4.  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, which is the TPA
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's
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 Note 1 to the Company's Annual Report on Form 10-K for
the year ended December 31, 2004.  The Company allocates payroll costs incurred
based on the activities of admitting new enrollees and in adjudicating claims.

                                                                    6


The HMO segment income includes the equity in net income of the TPA and
reinsurance segments.  Intersegment revenues primarily relate to equipment
rental charges which are based on the depreciation of the underlying assets.
Segment assets include the investment in subsidiaries.


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>
---------------------------------------------------------------------------------------
For the Three Months Ended June 30, 2005
                                     HMO            TPA        Reinsurance       Totals
                             ----------------------------------------------------------
Revenues from external sources     $ 21,569,328  $ 1,487,476  $   86,934    $ 23,143,738
Intersegment revenues                        --       36,945          --          36,945
Segment income (loss)                 1,597,689        7,524     (34,509)      1,570,704
Segment assets                       32,396,771    2,323,448     561,506      35,281,725

The total segment income is less than the consolidated net income by
$26,985 because the equity in net loss of subsidiaries has not been
eliminated from the individual segment amounts.

---------------------------------------------------------------------------------------
For the Three Months Ended June 30, 2004
                                     HMO            TPA        Reinsurance       Totals
                             ----------------------------------------------------------
Revenues from external sources     $ 19,958,923  $ 1,464,287  $  387,401    $ 21,810,611
Intersegment revenues                        --       50,384          --          50,384
Segment income(loss)                  1,720,645       38,998    (106,263)      1,653,380
Segment assets                       27,197,778    2,207,374     785,287      30,190,439

The total segment income is less than the consolidated net income by
$67,265 because the equity in net loss of subsidiaries has not been
eliminated from the individual segment amounts.

For the Six Months Ended June 30, 2005
---------------------------------------------------------------------------------------
                                     HMO            TPA        Reinsurance       Totals
                             ----------------------------------------------------------
Revenues from external sources     $ 42,963,659  $ 3,014,690  $  189,312    $46,167,661
Intersegment revenues                        --       68,554          --         68,554
Segment income (loss)                 1,825,607       60,051     (28,770)     1,856,888
Segment assets                       32,396,771    2,323,448     561,506     35,281,725

The total segment income is greater than the consolidated net income by
$31,281 because the equity in net income of subsidiaries has not been
eliminated from the individual segment amounts.

For the Six Months Ended June 30, 2004
---------------------------------------------------------------------------------------
                                     HMO            TPA        Reinsurance       Totals
                             ----------------------------------------------------------
Revenues from external sources     $ 40,621,276  $ 2,906,145  $  683,501    $44,210,922
Intersegment revenues                        --      113,551          --        113,551
Segment income(loss)                  3,568,232      (22,126)   (191,487)     3,354,619
Segment assets                       27,197,778    2,207,374     785,287     30,190,439

The total segment income is less than the consolidated net income by
$213,613 because the equity in net loss of subsidiaries has not been
eliminated from the individual segment amounts.
</TABLE>

                                                             7

5.  COMPREHENSIVE INCOME
Comprehensive income was $1,600,558 and $1,716,736 for the three months
ended June 30, 2005 and 2004, respectively, and was $1,826,960 and $3,565,661
for the six months ended June 30, 2005 and 2004, respectively.  The
difference between comprehensive income and net income presented in the
Consolidated Statements of Operations is attributed solely to the change in
unrealized gains and losses on securities available for sale during the
periods presented.

6.  MORTGAGE LOAN ON REAL ESTATE
On March 1, 2005, the Company borrowed $3,482,649 to the South Dakota State
Medical Association for the purpose of allowing the South Dakota State Medical
Association to purchase land and a building that will house the main office of
the Company, the South Dakota State Medical Association, and the South Dakota
Foundation for Medical Care.  The loan is secured by a real estate mortgage
with repayment over 22.5 years at a rate of 4.5% annual interest.  Prior to
taking occupancy in the building, the Company will negotiate lease terms with
the South Dakota State Medical Association.  The mortgage is carried at the
unpaid balance.


7.  OTHER EVENTS
On April 7, 2005, the Board of Directors of the Company approved a going private
transaction in which the Company will (i) effect a 1-1000 reverse stock split
of the Common Stock, and (ii) redeem all of the issued and outstanding shares
of its Class A Voting Preferred Stock(the "Class A Stock"). Completion of the
reverse stock split of the Common Stock and the redemption of the Class A Stock
will result in the Company having less than 300 holders of each of its Common
Stock and the Class A Stock, enabling it to elect to terminate the registration
of the Common Stock and the Class A Stock pursuant to the Securities Exchange
Act of 1934.

Under the terms of the proposed reverse stock split, holders of the Common Stock
will receive one whole share of Common Stock for each 1,000 shares of Common
Stock held immediately prior to the effective time of the reverse stock split.
In lieu of issuing fractional shares following the reverse stock split, holders
of Common Stock that would otherwise hold fractional shares after giving effect
to the reverse stock split will receive cash equal to $20.15 per pre-split
share of Common Stock that would otherwise be converted into a fractional
share.  The Board received a written fairness opinion from an independent
investment bank that states that in the opinion of the investment bank, subject
to the limitations and qualifications set forth in the opinion, as of May 10,
2005, the cash consideration in the amount of $20.15 to be paid to the holders
of the Common Stock for their fractional shares is fair, from a financial point
of view, to the shareholders of the Company who own less than 1,000 shares of
the Common Stock.  The Company filed a Schedule 13E-3 with the Securities and
Exchange Commission on July 18, 2005.

In connection with the redemption of the Class A Stock, and pursuant to the
terms of the Class A Stock as set forth in the Company's Amended and Restated
Articles of Incorporation, the Company paid a redemption price of $10.00 per
share of Class A Stock on the redemption date of July 6, 2005 to holders of the
Class A Stock as of the close of business on the record date of June 6, 2005.



                                                                  8



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

The Company markets its products under the tradename of DAKOTACARE.  Its
products include group managed health care products, such as HMO products, and
cafeteria plan administration and workers compensation managed care services.
The Company's subsidiary, DAS, provides managed care and claims administration
services for self-insured employer groups.  The Company's subsidiary, DIL,
accepts reinsurance risk on certain of DAS's self-funded and insured customers'
life and stop-loss insurance policies.  The Company is currently in process of
dissolving DIL.  As clients of DIL renew coverage for their stop-loss, their
risk sharing agreements with DIL are being cancelled.  All contracts currently
in force which include DIL as a risk bearer, will end no later than
January 1, 2006.  Typically, there is a "runout" period for existing claims to
enter the system, but the amounts are estimated in a claims payable account.
It is expected that DIL will dissolve in 2006.  The Company and its DAS
subsidiary market their products through a network of independent insurance
agents throughout South Dakota.

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.  At
June 30, 2005, the Company's HMO medical care enrollment was approximately
29,900, while its DAS subsidiary had medical care enrollment of approximately
71,400.  The Company also offers ancillary products and the resulting
exclusive enrollment under the HMO was approximately 1,600, while its DAS
subsidiary had combined ancillary product exclusive enrollment of approximately
6,200.  The resulting total population served by the Company through any of its
products resulted in approximately 109,100 members at June 30, 2005.

This discussion and analysis contains certain forward-looking terminology such
as "believes," "anticipates," "will," "intends," or comparable terminology.
Such statements are subject to certain risks and uncertainties that could
cause actual results to differ  materially from those projected.  Potential
purchasers of the  Company's securities are cautioned not to place undue
reliance on such forward-looking statements which are qualified in their
entirety by the cautions and risks described herein and in other reports filed
by the Company with the Securities and Exchange Commission.

COMPARISON OF THE THREE MONTHS ENDED JUNE 30, 2005 AND JUNE 30, 2004

General
The Company's net income was $1,597,689 for the three months ended
June 30, 2005 as compared to $1,720,645 for the three months ended
June 30, 2004, which represents a decrease of $122,956, or 7.1%.  The
resulting decrease in net income was primarily due to the increase in total
operating expenses resulting from increased claims expense to a greater amount
than the increase in revenues.  Total revenues increased $1,288,715 for the
three months ended June 30, 2005, as compared to June 30, 2004, while total
operating expenses increased $1,508,189 for the same comparable periods.  The
provision for income taxes decreased $88,294 for the three months ended
June 30, 2005, as compared to June 30, 2004.

Revenues
Total revenues increased $1,288,715, or 5.9%, for the three months ended
June 30, 2005, as compared to June 30, 2004.  The revenues from the net
premiums generated by the HMO segment increased $1,411,359, or 7.2%.  This
increase is attributable to a increase in the premiums earned per enrollee of
10.2%, but was partially offset by a 2.7% decrease in the number of enrollment
months for the three months ended June 30, 2005, as compared to June 30, 2004.
Revenues from the TPA fees decreased by $2,961, or 0.2%, due to a decrease in
enrollment months of approximately 2.0% and was partially offset by an increase
of fees generated per employee and additional services provided for the groups.

                                                                  9
Investment income increased $140,151 or 164.4%, for the three months ended
June 30, 2005, as compared to June 30, 2004.  Average yield on investments for
the HMO, which comprises the majority of the investment income, increased
119.7%, while average invested assets increased 18.8%.  Yields increased due to
rising rates in our repurchase agreements and the further diversification into
other long and short term investments which earn higher rates than the money
funds.  No equity positions were added to the portfolio.  These increases were
partially offset by the decrease in revenues from the reinsurance segment of
$299,029, or 77.5%, for the three months ended June 30, 2005, as compared to
June 30, 2004.  This decrease is a result of the non-renewal of the risk
sharing agreements with certain stop-loss clients in the effort to dissolve
the subsidiary in the future.


Operating Expenses
Total operating expenses increased $1,508,189, or 7.8%, for the three months
ended June 30, 2005, as compared to June 30, 2004.  This was due to
an increase in claims incurred, personnel expenses, and professional fee
expenses.  These increases were partially offset by decreases in commissions
and occupancy expenses.

Net claims expense generated by the HMO segment increased $1,628,009, or 10.7%,
for the three months ended June 30, 2005, as compared to June 30, 2004.  Average
claims expense per enrollee increased 13.8% for the three months ended
June 30, 2005, as compared to June 30, 2004, while the number of enrollment
months decreased 2.7%.  Personnel expense increased $180,992, or 11.3% for the
three months ended June 30, 2005, as compared to June 30, 2004.  This is due
primarily to annual pay increases of approximately 5%, which were effective as
of June 1, 2005.  During the second quarter various executive officers were
promoted and a new executive position was created and filled by a new employee.
The personnel expense for the three months ended June 30, 2005 also includes an
accrual for estimated bonuses, which attributed approximately 5% of the
difference when compared to the same quarter of the prior year.  Professional
fees increased $72,135, or 34.8%, for the three months ended June 30, 2005 as
compared to June 30, 2004, due primarily to the increase in fees due to legal,
accounting and consulting costs associated with the Company's going private
transaction.  Commissions decreased $132,784, or 15.9%, for the three months
ended June 30, 2005 as compared to June 30, 2004.  The commissions earned in the
HMO and TPA lines of business increased slightly.  The HMO segment's commissions
were 3.1% and 3.2% of net premiums, for the three months ended June 30, 2005
and 2004, respectively.  The TPA segment's commissions were 2.6% and 2.9% for
the three months ended June 30, 2005 and 2004, respectively.  The reinsurance
segment's commissions decreased $146,295 for the three months ended
June 30, 2005 when compared to June 30, 2004, primarily due to the decreasing
activity while groups are terminating their coverage at renewals.  Occupancy
expense decreased $31,011, or 16.7%, due to decreases in depreciation expense
for the three months ended June 30, 2005 as compared to June 30, 2004.

Income Taxes
Income tax expense or benefit should represent 35.0% of income, but fluctuates
each period due to adjustments for a valuation allowance for deferred tax assets
and permanent tax differences.  For the three months ended June 30, 2005, the
income tax provision represented 32.9% of the income before taxes and minority
interest.  The changes in the components of the deferred tax assets accounted
for the provision to vary as a percentage.  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.
The valuation allowance is also effected by the income or losses incurred by a
subsidiary which has no prior cumulative taxable income from which to recover
the taxes.  Even though the subsidiary files within the consolidated tax return,
cumulative losses are nondeductible due to an agreement signed with the
government of the foreign subsidiary, which prohibits the deductions until
income is produced by the subsidiary.  A significant portion of the Company's
valuation allowance was reversed in 2004 and the Company anticipates that future
income tax expense will be close to the expected 35% effective tax rate.
                                                              10

COMPARISON OF THE SIX MONTHS ENDED JUNE 30, 2005 AND JUNE 30, 2004

General
The Company's net income was $1,825,607 for the six months ended
June 30, 2005 as compared to $3,568,232 for the six months ended
June 30, 2004, which represents a decrease of $1,742,625, or 48.8%.  The
resulting decrease in net income was primarily due to the increase in total
operating expenses to a greater amount than the increase in revenues.  Total
revenues increased $1,707,713 for the six months ended June 30, 2005, as
compared to June 30, 2004, while total operating expenses increased
$3,371,598 for the comparable periods.  The provision for income taxes
increased $82,871 for the six months ended June 30, 2005, as compared
to June 30, 2004.

Revenues
Total revenues increased $1,707,713, or 3.8%, for the six months ended
June 30, 2005, as compared to June 30, 2004.  The revenues from the
net premiums generated by the HMO segment increased $1,857,914, or 4.6%.  This
increase is attributable to a increase in the premiums earned per enrollee of
9.7%, but was partially offset by a 4.6% decrease in the number of enrollment
months for the six months ended June 30, 2005, as compared to June 30, 2004.
Revenues from the TPA fees increased by $79,610, or 2.9%, due to an increase in
fees generated per employee and additional services provided for the groups.
This was partially offset by the decrease in membership months for medical
coverage member months of approximately 2.1%.  Investment income increased
$206,926 or 114.7%, for the six months ended June 30, 2005, as compared to
June 30, 2004.  Average yield on investments for the HMO, which comprises the
majority of the investment income, increased 74.3%, while average invested
assets increased 20.9%.  Yields increased due to rising rates in our repurchase
agreements and the further diversification into other long and short
term investments which earn higher rates than the money funds.  No equity
positions were added to the portfolio.  These increases were partially offset
by the decrease in revenues from the Reinsurance segment of $491,921,
or 72.2%, for the six months ended June 30, 2005, as compared to June 30, 2004.
This decrease is a result of the non-renewal of the risk sharing agreements
with certain stop-loss clients in the effort to dissolve the subsidiary in the
future.

Operating Expenses
Total operating expenses increased $3,371,598, or 8.5%, for the six months
ended June 30, 2005, as compared to June 30, 2004.  This was due to
an increase in claims incurred, personnel expenses, and other general and
administrative expenses.  These increases were partially offset by decreases
in commissions, advertising, and occupancy expenses.

Net claims expense generated by the HMO segment increased $3,716,379, or 11.8%.
Average claims expense per enrollee increased 17.2% for the six months ended
June 30, 2005, as compared to June 30, 2004, while the number of enrollment
months decreased 4.6%.  Personnel expense increased $254,380, or 8.0% for the
six months ended June 30, 2005, as compared to June 30, 2004.  This is due
primarily to annual pay increases of approximately 5%.  Since salary reviews
and increases have occurred each June 1 at approximately 5% per year, each
year's year-to-date amounts are consistently higher by 5%.  Also, a bonus and
related benefits accrual totaling $119,500 has been accrued at June 30, 2005,
compared to $0 for June 30, 2004.  Other General and administrative expenses
increased $145,883, or 20.4% for the six months ended June 30, 2005, as
compared to June 30, 2004.  Licenses and fee costs increased $100,004, or 71.7%
for the six months ended June 30, 2005, as compared to June 30, 2004.

                                                             11
Additional technology has continued to be purchased to enhance the overall
medical management and information systems related to the development of the
internal information sharing and processing.  Recruitment, promotions and
education expenses increase a collective $68,801 from a minimal amount when
compared to the same period of the prior year.  The Company has increased the
internal education process to strive for developing personnel to the best of
their ability.  The Company has also been more active in recruiting local and
national talent for staffing needs.  Travel and meeting expenses increased
$23,585, or 83.9% for the six months ended June 30, 2005, when compared to
June 30, 2004.  Additional travel and meetings have been required in
Connection with the Company's going-private transaction.  Also, the Company
is focused on increasing TPA revenues, which can be marketing both within and
outside the State of South Dakota.  The increases in the various accounts has
been partially offset by the decrease in insurance expense for the six months
ended June 30, 2005, when compared to June 30, 2004.  The amount of decrease
is $110,162 or 37.1%.  The main factor involved was the lower renewal rates
received, which resulted from a year of no claims and the fact that the
subsidiary Carewest was dissolved in the fourth quarter of 2004.  Commissions
decreased $161,296, or 9.7%, for the six months ended June 30, 2005 as compared
to June 30, 2004.  It is comprised of a $182,988 decrease from the reinsurance
segment, with the difference of $21,692 accounted for in the HMO and TPA
segments.  As described earlier, the Company is in process of terminating the
operations of its reinsurance segment and is not renewing groups covered.  This
has led to declined revenues and  the related commission expense.   The HMO
segment's commissions were 3.3% and 3.4% of net premiums, for the six months
ended June 30, 2005 and 2004, respectively.  The TPA segment's commissions as a
percentage of ASO Fees and stop-loss commissions were 4.6% and 4.9% for the six
months ended June 30, 2005 and 2004, respectively.  Occupancy expense decreased
$69,142, or 16.6%, due to decreases in depreciation expense for the six months
ended June 30, 2005 as compared to June 30, 2004.  Advertising costs decreased
by $77,751 for the six months ended June 30, 2005 as compared to June 30, 2004.
Although the overall 2005 advertising budget increased, the spending and timing
of the advertising is dependent on the advertising agency's decisions for
specific placements of ads.  Management expects that the overall fees for the
fiscal year will increase despite the decrease for the first six months.

Income Taxes
Income tax expense or benefit should represent 35.0% of income, but fluctuates
each period due to adjustments for a valuation allowance for deferred tax assets
and permanent tax differences.  For the six months ended June 30, 2005, the
income tax provision represented 36.3% of the income before taxes and minority
interest.  The changes in the components of the deferred tax assets accounted
for the provision to vary as a percentage.  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.
The valuation allowance is also effected by the income or losses incurred by a
subsidiary which has no prior cumulative taxable income from which to recover
the taxes.  Even though the subsidiary files within the consolidated tax return,
cumulative losses are nondeductible due to an agreement signed with the
government of the foreign subsidiary, which prohibits the deductions until
income is produced by the subsidiary.  A significant portion of the Company's
valuation allowance was reversed in 2004 and the Company anticipates that future
income tax expense will be close to a 35% effective tax rate.

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.

                                                                12

Net cash provided by operating activities increased by $967,652 to $3,460,761
for the six months ended June 30, 2005, as compared to June 30, 2004.  Cash
provided by operations was mainly attributed to net income, the decrease in
deferred income taxes and the increase in accounts payable and accrued expenses,
and contingency reserves payable.  The increases in cash were partially offset
by decreases in cash due to the increase in receivables and prepaids and other
assets, and the decrease in unearned premiums.  The decrease in deferred
income taxes resulted from the change in deferred items expected to be realized
and the net change from the prior year.   The increase in accounts payable and
accrued expenses from the prior year end relate to fluctuations that occur
throughout the year.  Contingency reserve payables increased from the continued
withholding of 15% of physicians' claims expenses.  No contingency reserves
payments have been made in 2005.  Receivables increased since December 31, 2004,
and were due to normal business fluctuations in the accounts.  Prepaids and
other assets increased since the prior year end due to the payment of insurance
premiums in January for which coverage extends through September, 2005.  The
decrease in unearned premiums and administration fees and accounts payable and
accrued expenses from the prior year end relate to fluctuations that occur
throughout the year.

Cash flows used in investing activities increased by $6,127,606 to $7,398,646
for the six months ended June 30, 2005 as compared to June 30, 2004.  The
investment of funds to the South Dakota State Medical Association as a real
estate mortgage investment in the amount of $3,490,000 and the investment of
short term treasuries in the amount of $3,999,000 composed the majority of the
use of funds.  The use of funds was reduced by the maturation of approximately
$371,000 of long term bonds and the maturation of $100,000 of certificates of
deposit in excess of those purchased.  Equipment purchases also increased the
use of funds by approximately $378,000 for the six months ended June 30, 2005.

The Company is not contractually obligated to pay out the contingency reserves
withheld.  No dividends have been declared or paid for the six months ended
June 30, 2005.  Future dividend payments are dependent on operations and
liquidity of the Company.  The Company believes that cash flows generated
by operations, withholding of contingency reserves payable, cash on hand, and
short-term investment balances will be sufficient to fund operations, pay out
the projected contingency reserves payable, and pay dividends on the common
stock.  Even though cash flows may provide for the payment of dividends
and contingency reserves, the Board of Directors determines the amounts to be
paid, subject to approval from the South Dakota Division of Insurance.  Risk
based capital requirements, budgeted cash expenditures and a number of other
factors may influence the Board's decision for these payments.

The Company has approved a going-private transaction in which, among other
things, the Company will effect a reverse stock split of the Common Stock and
pay cash in lieu of fractional shares.  The Company expects to pay approximate
$5.2 million to complete the reverse stock split transaction and expects to
do so without any outside financing.  The Company does not expect this
transaction to effect its ability to satisfy is operating cash requirements.




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 has not had a material effect on the remainder of the
Company's operating expenses.

                                                            13

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.

CRITICAL ACCOUNTING POLICIES

The Company's significant accounting policies are summarized in Note 1 to its
2004 Annual Consolidated Financial Statements included in its Annual Report
on Form 10-K for the year ended December 31, 2004.

Estimates are used extensively in determining the claims liability at the
date of the balance sheet.  The information used to determine the liability
is historical data, current enrollment levels and other trends as they may
apply.  The liability is then adjusted to a number which represents
management's best estimate at that time.  The actual liability may change
continuously for 18 months, but becomes more determinable as the length
of time increases from the balance sheet date.  There were no material
changes made to the Company's critical accounting estimates or assumptions or
the judgments affecting the application of those estimates and assumptions.


Item 3.  Quantitative and Qualitative Disclosures about Market Risk

The Company does not have any material 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
the market risk is limited.


Item 4.  Controls and Procedures

As of the end of the period covered by this report, the Company conducted an
evaluation, under the supervision and with the participation of the principal
executive officer and principal financial officer, of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934).  Based on this evaluation, the principal
executive officer and principal financial officer concluded that the Company's
disclosure controls and procedures are effective to ensure that information
required to be disclosed by the Company in reports that it files or submits
under the Securities Exchange Act of 1934is recorded, processed, summarized
and reported within the time periods specified in Securities and Exchange
Commission rules and forms.  There was no change in the Company's internal
control over financial reporting during the Company's most recently completed
fiscal quarter that has materially affected, or is reasonably likely to
materially affect, the Company's internal control over financial reporting.

PART II:  OTHER INFORMATION

Item 1. Legal Proceedings
  None

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Although the Company has in place a Stock Repurchase Program, which was
  publicly announced on March 4, 1998, no shares of Common Stock were
  repurchased during the Company's second quarter of its fiscal year ending
  December 31, 2005.

Item 3. Defaults Upon Senior Securities
  None

                                                          14

Item 4. Submission of Matters to a Vote of Security Holders
  At the Company's Annual Meeting of Shareholders held on June 10, 2005, the
following directors were elected to serve a term of three years expiring at the
Annual Meeting of Shareholders to be held in 2008:
Dr. James Reynolds, Mr. Van Johnson and Mr. Terrance Nemec

  The other continuing directors are as follows:
Dr. James Engelbrecht, Dr. John Sternquist, Dr. Vance Thompson, Dr. John
Rittmann, Dr. Thomas Krafka, Dr. Stephan Schroeder and Dr. Thomas Luzier

Item 5. Other Information
  On June 8, 2005, L. Paul Jensen resigned, effective immediately, as the
Company's Chief Executive Officer.

  Also, on June 8, 2005, the Board of Directors, upon recommendation of
the nominating committee of the Board, appointed Kirk J. Zimmer as the
Company's Chief Executive Officer.

  Mr. Zimmer, age 45, joined the Company in May 1988.  Prior to being appointed
to the position of Chief Executive Officer, Mr. Zimmer served as the Company's
Senior Vice President from January 1990 to June 2005, and as Chief Operating
Officer from 2003 to June 2005.  Prior to joining the Company, Mr. Zimmer was
employed, since 1982, with McGladrey & Pullen, LLP, a national certified public
accountant firm and was a general services manager from 1986 to 1988.

Item 6. Exhibits
31.1 Certification of Chief Executive Officer Pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of Vice President Finance and Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

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


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

South Dakota State Medical Holding Company, Incorporated
                     (Registrant)



Date:_08/12/2005___      By:  _/s/ Kirk J. Zimmer____
                              Kirk J. Zimmer
                              Chief Executive Officer
                              (Duly Authorized Officer)


Date:_08/12/2005___      By:  _/s/ Bruce E. Hanson____
                              Bruce E. Hanson
                              Vice President Finance and Chief Finance Officer
                              (Principal Financial Officer)




                                                                   15





                                                            Exhibit 31.1
CERTIFICATIONS

I, Kirk J. Zimmer, certify that:
1.  I have reviewed this Quarterly Report on Form 10-Q of South Dakota State
Medical Holding Company, Incorporated;
2.  Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3.  Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4.  The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a)  Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b)  Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c)  Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5.  The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors:
a)  All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b)  Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.

/s/__Kirk J. Zimmer_____
Kirk J. Zimmer
Chief Executive Officer

Date:  August 12, 2005
<PAGE>











                                                         Exhibit 31.2
CERTIFICATIONS
I, Bruce E. Hanson, certify that:
1.  I have reviewed this Quarterly Report on Form 10-Q of South Dakota State
Medical Holding Company, Incorporated;
2.  Based on my knowledge, this report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3.  Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;
4.  The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
a)  Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly
during the period in which this report is being prepared;
b)  Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
c)  Disclosed in this report any change in the registrant's internal control
over financial reporting that occurred during the registrant's most recent
fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual
report) that has materially affected, or is reasonably likely to materially
affect, the registrant's internal control over financial reporting; and
5.  The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors:
a)  All significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and
b)  Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal control
over financial reporting.


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

Date:  August 12, 2005

<PAGE>
















                                                        Exhibit 32.1



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


In connection with the Quarterly Report of South Dakota State Medical Holding
Company, Incorporated (the "Company") on Form 10-Q for the
period ended June 30, 2005, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Kirk J. Zimmer, Chief
Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to
the best of my knowledge:

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

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



_/s/ Kirk J. Zimmer_____
Chief Executive Officer

Date:  August 12, 2005

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

<PAGE>

































                                                        Exhibit 32.2



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


In connection with the Quarterly Report of South Dakota State Medical Holding
Company, Incorporated (the "Company") on Form 10-Q for the
period ended June 30, 2005, as filed with the Securities and Exchange
Commission on the date hereof (the "Report"), I, Bruce Hanson, Vice President
Finance and Chief Finance Officer of the Company, certify, pursuant to 18
U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that to the best of my knowledge:

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

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



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

Date:  August 12, 2005

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








<PAGE>