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, 1999

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, 2000
         -----                               -----------------------------
Class C Common Stock                                  1,432,948

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 2000 Annual Meeting Item 11 of Part III

<PAGE>

                                     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 1997 through 1999 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 $1,375,904 and $1,321,668
for the years ended December 31, 1999 and 1998, 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, 1999 and 1998,
was $2,723,351 and $2,690,568, respectively. The recorded liability is equal
to actual amounts withheld for the years ended December 31, 1999 and 1998, and
for the years ended December 31, 1998 and 1997, respectively.

                                                                 2
<PAGE>

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). The Articles of Incorporation of DAS and DHP permit them to
engage in the development of third party administration (TPA) services for
health and welfare plans. DHP has subcontracted with DAS to perform
substantially all TPA activities. During December of 1998, DHP ceased business
operations.  Management expects to fully dissolve DHP during 2000.  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.

PRODUCTS AND MARKETING
The Company markets its products under the trade name of DAKOTACARE. The Company
has three reportable segments as defined by 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 630 employees. As of January 1, 2000,
DAKOTACARE and its subsidiaries provided health care services to approximately
81,000 individuals.

Approximately 11% of the state's population and approximately 17% 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 relatively stable from
1990 to 1995 at approximately 20,000 enrollees, grew to nearly 25,000 in 1996
and 26,000 in 1997, declined to approximately 24,000 by the end of 1998 and
remained at 24,000 by the end of 1999.  Commencing in 1993, the Company began
its TPA business and by January 1, 2000, had enrolled approximately 57,000 ASO
enrollees, bringing the total individuals served by the Company and its'
subsidiaries to approximately 81,000. 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 1999 and $85,000 in 1998 of covered hospital inpatient expenses of any
enrollee per contract year.  The covered expenses are subject to a coinsurance
provision which ranged from 75% to 90% in 1999 and 50% to 90% in 1998 based on
average daily amounts specified in the plan.  They are also subject to a
$2,000,000 lifetime maximum benefit per enrollee, with a $500,000 maximum plan
exposure per member per year in 1999.  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
<PAGE>

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 DHP 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. The Division
completed an examination of DAKOTACARE for years through December 31, 1996,
which was released in April 1999.

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
<PAGE>

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:

<TABLE>
<CAPTION>

                                                        1999             1998
                                                        ----             ----
<S>                                                    <C>               <C>
  Certificates of deposit                               21.8%             20.8%
  Obligations of state and political
    subdivisions                                        62.1              54.7
  Obligations of U.S. Treasury, government
    agencies and corporations                           10.0              17.6
  U.S. government agency collateralized
    mortgage obligations                                 0.2               1.2
  Bond mutual funds                                      5.9               5.7
                                                       -----             -----

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

</TABLE>
The Company's investment portfolio, excluding cash and cash equivalents and
contracts with life insurance companies, totaled $4,823,739 and $5,403,216 as
Of December 31, 1999 and 1998, respectively. Cash and cash equivalents totaling
$5,494,336 and $5,372,457 at December 31, 1999 and 1998, 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
<PAGE>

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, 1999, the Company employed 95 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 a small office in Pierre, South Dakota through
October 1999, at which time the office lease was terminated. Another office
was leased in Rapid City until June 1997, at which time an agent of the
Company assumed the lease for his insurance agency operations.


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
Judicial Circuit Court of South Dakota by Sioux Agency, Inc., D. Greg Heineman
and Roger D. Larsen, who are all stockholders of the Company, and by Williams
Insurance Agency, Inc., a non-stockholder of the Company.  The claim alleges
wrongful non-renewal of a sales agency contract.  The suit is seeking
compensatory damages of $3.3 million and punitive damages of $10.0 million.
Currently, the lawsuit is in the discovery stages.  Management believes the
lawsuit is without merit and the Company will vigorously defend itself in
this matter.

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
1999.

                                                                            6

<PAGE>


                                     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 101,180 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. The Company intends to register under the Act the officers' and
directors' outstanding Class C non-voting common stock to enable the public
resale of such shares by the holders thereof, subject to the ownership
restrictions contained in the Company's Amended and Restated Articles of
Incorporation.

HOLDERS
As of March 21, 2000, there were 1,130 holders of record of Class A preferred
stock, 1 holder of Class B preferred stock, and 690 holders of record of Class C
common stock. There are no options or warrants outstanding.

DIVIDENDS
The Class A and B preferred stock 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, 1999 and 1998 was $200,000 on a statutory basis of accounting,
which the Company significantly exceeded. During 1999 and 1998, the Company paid
dividends of $73,267 and $146,754, respectively, on Class C stock.

                                                                             7
<PAGE>

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 1999 and 1998, 32,397 and 40,415
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 1999, the Company issued a total of 85 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
<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

The following information for the Company is as of and for the years ended
December 31, 1999, 1998, 1997, 1996 and 1995 (dollars in thousands, except per
share data):

<TABLE>
<CAPTION>

                                                         Years Ended December 31,
                                            -------------------------------------------
                                              1999     1998     1997     1996     1995
                                            -------  -------  -------  ------   -------
<S>                                        <C>       <C>      <C>      <C>      <C>
Income Statement Data:
  Net premiums                              $34,249  $35,718  $34,754  $28,688  $26,643
  Third party administration fees             3,061    3,081    3,628    3,786    3,023
  Investment income                             514      607      615      552      489
  Total revenues                             38,428   40,053   39,581   33,425   30,513
  Net claims incurred                        30,095   30,615   30,976   23,425   20,305
  Other operating expenses                    9,147    8,835    8,727    8,393    7,587
  Income (loss) before income taxes
         and minority interest                 (814)     603     (122)   1,607    2,621

  Net income (loss)                            (622)     483     (110)   1,041    1,790
                                            =======  =======  =======  =======  =======

Earnings (loss) per common share(1)         $ (0.43) $  0.33  $ (0.07) $  0.69  $  1.19
                                            =======  =======  =======  =======  =======

Balance Sheet Data:
  Invested assets and cash                  $10,425  $10,876  $10,981  $ 9,874  $ 8,843
  Total assets                               13,654   14,277   14,011   12,777   11,425
  Reported and unreported
         claims payable                       4,667    4,410    4,164    3,188    2,710
  Contingency reserves payable                2,723    2,691    2,964    2,105    1,955
  Total liabilities                           9,414    9,017    8,807    7,137    6,545
  Stockholders' equity                        4,240    5,260    5,204    5,640    4,880

</TABLE>

(1) Earnings per common share for 1995 has been restated from amounts
previously reported to give retroactive effect to the recapitalization.
Earnings (loss) per common share is calculated in accordance with the provisions
of Financial Accounting Standards Board Statement No. 128, "Earnings Per Share",
which was adopted in 1997. This Statement establishes standards for computing
and presenting earnings (loss) per share (EPS). It replaces the presentation of
primary EPS with a presentation of basic EPS. It also requires dual presentation
of basic and diluted EPS on the face of an income statement for all entities
with complex capital structures. This Statement requires restatement of all
prior-period EPS data presented. All references to earnings (loss) per share are
to basic earnings (loss) per share. No restatement of EPS was necessary as a
result of the application of Statement No. 128. Earnings (loss) per common share
was calculated by dividing net income by the weighted average number of Class C
common shares outstanding during each period as follows: 1999 1,448,600; 1998
1,482,635 shares; 1997 1,505,760 shares; 1996 1,505,760 shares; 1995 1,505,760
shares.

                                                                            9
<PAGE>
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, 1999, 1998, 1997 and 1996. 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.

<TABLE>
<CAPTION>
                                                        Years Ended December 31,
                                                     -----------------------------
                                                      1999    1998    1997    1996
                                                      ----    ----    ----    ----
         <S>                                         <C>     <C>      <C>     <C>
         Loss ratio                                   87.5%   85.9%   88.7%   81.7%
         Expense ratio                                15.8%   15.0    14.5    16.3
                                                     -----   -----    ----    ----
           Combined ratio                            103.3%  100.9%  103.2%   98.0%
                                                     -----   -----    ----    ----
                                                     -----   -----    ----    ----
</TABLE>

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 utilization, increased
hospital costs and decreased premium income, but was offset by decreased
physicians costs in 1999. The increase in the expense ratio is due to
additional costs incurred to upgrade existing systems and obtain data sources
to help maximize efficiencies. See Comparison of Years December 31, 1999 and
December 31, 1998 and Comparison of Years December 31, 1998 and
December 31, 1997.

                                                                           10
<PAGE>

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

<TABLE>
<CAPTION>
                                                                  Years Ended
                                                     -----------------------------------
                                                      1999      1998      1997      1996
                                                     ------    ------    ------    ------
                                                            (dollars in thousands)
<S>                                                  <C>       <C>       <C>       <C>
Balance at January 1                                 $4,410    $4,164    $3,188    $2,710
                                                     ------    ------    ------    ------

Incurred related to:
 Current year                                        30,227    30,198    30,237    23,350
 Prior years                                            911       417       739        75
 Contingency reserve written off                     (1,043)       --        --        --
                                                     ------    ------    ------    ------
Total incurred                                       30,095    30,615    30,976    23,425
                                                     ------    ------    ------    ------

Paid related to:
 Current year                                        24,241    25,705    26,217    20,248
 Prior years                                          5,321     4,710     3,921     2,777
                                                     ------     -----    ------    ------

Total paid                                           29,562    30,415    30,138    23,025
                                                     ------    ------    ------    ------

Less reinsurance recoverables at January 1             (276)     (230)      (92)      (14)
Plus reinsurance recoverables at December 31              0       276       230        92
                                                     ------    ------    ------    ------

Balance at December 31                               $4,667    $4,410    $4,164    $3,188
                                                     ------    ------    ------    ------
                                                     ------    ------    ------    ------
</TABLE>

The difference between the reserves reported in the accompanying tables, which
are presented in accordance with generally accepted accounting principles
(GAAP), and the statutory reserves reported to state regulatory authorities was
insignificant for all periods presented.

                                                                              11
<PAGE>


The following table presents the development of DAKOTACARE's consolidated
balance sheet reserves for reported and unreported claims payable from 1990
through 1999. 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>
<CAPTION>
                                                           As of December 31,
                           -------------------------------------------------------------------
                           1999   1998   1997   1996   1995   1994   1993   1992   1991   1990
                           ----   ----   ----   ----   ----   ----   ----   ----   ----   ----
                                                         (dollars in thousands)
<S>                        <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>    <C>
Reported and unreported
  claims payable           4,667 4,410  4,164  3,188  2,710  2,864  2,558  2,449  2,456  2,532
         Paid (cumulative) as of:
         End of Year                --     --     --     --     --     --     --     --     --
         One Year Later          5,321  4,581  3,927  2,793  2,985  2,524  2,375  2,482  2,561
         Two Years Later            --  4,581  3,927  2,793  2,977  2,519  2,392  2,553  2,511
         Three Years Later          --     --  3,927  2,793  2,977  2,519  2,392  2,553  2,583
         Four Years Later           --     --     --  2,793  2,977  2,519  2,392  2,553  2,583
         Five Years Later           --     --     --     --  2,977  2,519  2,392  2,553  2,583
         Six Years Later            --     --     --     --     --  2,519  2,392  2,553  2,583
         Seven Years Later          --     --     --     --     --     --  2,392  2,553  2,583
         Eight Years Later          --     --     --     --     --     --     --  2,553  2,583
         Nine Years Later           --     --     --     --     --     --     --     --  2,583
Liability reestimated as of:
         End of Year       4,667 4,410  4,164  3,188  2,710  2,864  2,558  2,449  2,456  2,532
         One Year Later          5,321  4,581  3,927  2,793  2,985  2,524  2,375  2,482  2,561
         Two Years Later            --  4,581  3,927  2,793  2,977  2,519  2,392  2,553  2,511
         Three Years Later          --     --  3,927  2,793  2,977  2,519  2,392  2,553  2,583
         Four Years Later           --     --     --  2,793  2,977  2,519  2,392  2,553  2,583
         Five Years Later           --     --     --     --  2,977  2,519  2,392  2,553  2,583
         Six Years Later            --     --     --     --     --  2,519  2,392  2,553  2,583
         Seven Years Later          --     --     --     --     --     --  2,392  2,553  2,583
         Eight Years Later          --     --     --     --     --     --     --  2,553  2,583
         Nine Years Later           --     --     --     --     --     --     --     --  2,583
                          -----  -----  -----  -----  -----  -----  -----  -----  -----  -----

Redundancy (Deficiency)      --   (911)  (417)  (739)   (83)  (113)    39     57    (97)   (51)
                          -----  -----  -----  -----  -----  -----  -----  -----  -----  -----
                          -----  -----  -----  -----  -----  -----  -----  -----  -----  -----
</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, 1999, are adequate.


                                                                              12

<PAGE>

RESULTS OF OPERATIONS

GENERAL
The following results of operations include the operations of DAKOTACARE and its
subsidiaries for the years ended December 31, 1999, 1998, and 1997.



COMPARISON OF YEARS DECEMBER 31, 1999 AND DECEMBER 31, 1998

GENERAL
The Company's net income decreased $1,104,852 to a loss of $621,814 for the
year ended December 31, 1999, as compared to income of $483,038 for the year
ended December 31, 1998, representing a 228.7% decrease. This decrease was
primarily due to a decrease in net premium income of $1,469,046, a decrease in
other revenues of $155,829, and an increase in administrative expenses of
$312,117.  These were offset by a decrease in net claims of $519,521 and a
decrease in income taxes of $320,568.


REVENUES
Total revenues decreased $1,624,875, or 4.1%, for the year ended December 31,
1999, as compared to December 31, 1998. Revenues from net premiums generated
by the health maintenance organization decreased $1,441,204. This decrease is
attributable to a 6.8% decrease in the number of enrollee months for the year
ended December 31, 1999, as compared to December 31, 1998, but was somewhat
offset by a 2.9% increase in the premiums earned per enrollee.  The increase
in revenue per enrollee was needed to keep pace with rising claim costs per
enrollee. The decrease in enrollees was due to the competitive business climate
in the local marketplace. Revenues from the third party administration fees
decreased by $20,364 eventhough enrollees participating in the Company's
subsidiaries' TPA plans increased.  This decrease in revenue per enrollee stems
from the competitive local marketplace, also.  Investment income decreased
$93,016 due primarily to a decrease in the amount of average invested assets
used for operations.


OPERATING EXPENSES
Total operating expenses decreased $207,404, or 0.5%, for the year ended
December 31, 1999, as compared to December 31, 1998. The change was due
primarily to a decrease in claims incurred, commissions and state insurance
taxes, but was offset by an increase in personnel, professional fees, office,
occupancy and other general and administrative expenses.

Net claims expense decreased by $519,521, or 1.7%, for the year ended
December 31, 1999, as compared to December 31, 1998.  Average claims per
enrollee increased by 4.4% while the number of enrollees decreased by 6.8%.
The enrollee decline caused the overall net claims expense to decrease.
Commissions expense and state insurance taxes decreased by $39,891 and $39,647,
respectively, in 1999 as compared to 1998 due to the decreased premium income
of the HMO. Personnel expenses increased $193,678, or 5.0%, in 1999 as compared
to 1998. This was due primarily to annual compensation adjustments and a
minimal amount of staff turnover.  Professional fees expense increased $20,452,
or 2.0%, in 1999 as compared to 1998. This was primarily due to increased
actuarial services needed during the year.  Office expense increased $54,518,
or 8.7%, in 1999 as compared to 1998 due primarily from additional postage and
printing expenses as a result of increased communications with enrollees.
Occupancy expense increased $36,184, or 5.5%, due to increased depreciation
expense resulting from the additional equipment purchased in 1999 as compared
to 1998.  Other general and administrative expenses increased $79,181, or 20.9%,
in 1999 as compared to 1998.  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.



                                                                              13

<PAGE>


INCOME TAXES
Income tax expense (benefit) represents 24.2% and 20.5% of income (loss) before
income taxes and minority interest for the years ended December 31, 1999 and
1998, respectively.  In 1999, permanent tax differences and a valuation
allowance recorded against deferred income taxes reduced the amount of income
tax benefit.  This reduced the percentage below the expected 34%.  In 1998,
permanent tax differences and the effect on the tax rate brackets decreased the
estimated provision, thus decreasing the related percentage.  See Note 8 of the
Notes to Consolidated Financial Statements.



COMPARISON OF YEARS DECEMBER 31, 1998 AND DECEMBER 31, 1997

GENERAL
The Company's net income increased $593,146 to income of $483,038 for the year
ended December 31, 1998, as compared to a loss of $110,108 for the year ended
December 31, 1997, representing a 538.7% increase. This increase was primarily
due to an increase in net premium income of $963,404 which was offset by a
decrease of $547,184 in third party administration fee revenues and a $180,625
increase in income taxes.

REVENUES
Total revenues increased $471,903, or 1.2%, for the year ended December 31,
1998, as compared to December 31, 1997. Revenues from net premiums generated by
the health maintenance organization increased $987,293. This increase is
attributable to an 8.6% increase in the premiums earned per enrollee for the
year ended December 31, 1998, as compared to December 31, 1997, but a 5.1%
decrease in the number of enrollees limited the net premium growth. The increase
in revenue per enrollee was needed to keep pace with rising claim costs. The
decrease in enrollees was due to the competitive business climate in the local
marketplace. Revenues from the third party administration fees decreased by
$547,184 as enrollees participating in the Company's subsidiaries' TPA plans
decreased. Investment income decreased $8,519 due primarily to a decrease in the
average yield earned on invested assets, but was offset by an increase in
average invested assets.

OPERATING EXPENSES
Total operating expenses decreased $253,297, or 0.6%, for the year ended
December 31, 1998, as compared to December 31, 1997. The change was due
primarily to a decrease in claims incurred and commission expenses, but was
offset by an increase in personnel, professional fees and other general and
administrative expenses.

Net claims expense decreased by $361,780, or 1.2%. Average claims per enrollee
increased by 5.3% in 1998 as compared to 1997 while the number of enrollees
decreased by 5.1%. An unusually high dollar claim that was incurred and paid in
late 1998, caused the average claims per enrollee and claims expense to remain
higher than expected, but claims expense as a whole declined due primarily to
the decreased enrollment. Commissions expense decreased by $87,246, or 5.8%, in
1998 as compared to 1997 due to the decreased enrollees of the HMO. The
Company's subsidiaries increased the number of enrollees covered under various
contracts from approximately 50,000 at January 1, 1998, to approximately 56,000
at January 1, 1999. Membership decreased initially on the January 1, 1998
renewals, but membership increased on July 1, 1998 due to one large group. As a
result, overall HMO membership decreased in 1998 as compared to 1997, even
though the membership numbers were higher in 1998 compared to 1997.


Personnel expenses increased $87,058, or 2.3% in 1998 as compared to 1997.
This was due primarily to the employment of additional technical staff.
Professional fees expense increased $49,976, or 5.2%, in 1998 as compared to
1997. This was primarily due to increased legal costs incurred during the
year. Other general and administrative expenses increased $68,714, or 22.2%
in 1998 as compared to 1997. This was primarily due to the addition of
licenses and service fees in using computer databanks for information.

                                                                            14
<PAGE>

INCOME TAXES
Income tax expense (benefit) represents 20.5% and 46.7% of income (loss) before
income taxes and minority interest for the years ended December 31, 1998 and
1997, respectively. In 1998, permanent tax differences and the effect on the tax
rate brackets decreased the estimated provision, thus decreasing the related
percentage. As a result of previous levels of pretax earnings and the
availability of recoverable income taxes paid in recent years, no valuation
allowance is required for recorded deferred tax assets. 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 $88,583 to $351,740
for the year ended December 31, 1999, as compared to 1998.  Net cash provided
by operating activities remained positive primarily due to the decrease in
receivables, an increase in reported and unreported claims payable and an
increase in accounts payable and accrued expenses since December 31, 1998.  The
cash provided from these items were offset by the net loss for the year ended
December 31, 1999.

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

At December 31, 1999, the Company has certificates of deposit of $500,000 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 1999, the Company paid $299,990 of the total $1,343,121 withheld for claims
incurred in 1997.  The balance was claimed as a reduction of claims expense and
removed from the contingency reserves as directed by the Board of Directors.
The decision not to pay the full amount of contingent reserves withheld was
due to the net loss for the year resulting from the higher claims loss ratio.
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 in 1999 and 1998 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.

                                                                          15
<PAGE>

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.



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.



YEAR 2000

There were no adverse problems with the computer systems, data systems or any
other items which rely on using computer dates, during the conversion from
1999 to 2000.  No additional costs were incurred or are expected to be
incurred in the future.


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

<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


               CONSOLIDATED FINANCIAL STATEMENTS TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                             Page
                                                             ----
<S>                                                          <C>
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
</TABLE>

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

None.


                                                                            17

<PAGE>

                                 PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

<TABLE>
<CAPTION>
Name                               Age      Positions
- ----                               ---      ---------
<S>                                <C>      <C>
Frank D. Messner, M.D.              56      President and Director

K. Gene Koob, M.D.                  57      Vice President and Director

Ben J. Henderson, D.O.              57      Secretary/Treasurer and Director

Thomas L. Krafka, M.D.              54      Director

Stephan D. Schroeder, M.D.          49      Director

John E. Rittmann, M.D.              62      Director

James A. Engelbrecht, M.D.          52      Director

James R. Reynolds, M.D.             56      Director

Bob L. Sutton                       31      Director

R. Van Johnson                      55      Director

L. Paul Jensen                      51      Chief Executive Officer

Kirk J. Zimmer                      39      Senior Vice President

William O. Rossing, M.D.            65      Vice President, Medical Director

Sharon K. Duncan                    52      Vice President, System Operations

Dean M. Krogman                     50      Vice President, External Operations

Barbara A. Smith                    38      Vice President, Medical Services

Thomas N. Nicholson                 40      Vice President, Sales and Marketing

Bruce E. Hanson                     36      Vice President, Finance

Brian E. Meyer                      37      Vice President, Information Systems
</TABLE>


Dr. Messner 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 radiologist in
Yankton, South Dakota, since 1974.

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. 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.

                                                                           18
<PAGE>

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
the South Dakota State Medical Association and has been engaged in the practice
as a family practitioner in Watertown, South Dakota, since 1973.

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. 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.  Previously,
Mr. Sutton was the Executive Director of the South Dakota Petroleum Council,
from 1995 to 1998.

Mr. Johnson became a director of the Company in September 1999.  He is the
Executive Vice President of the South Dakota Automobile Dealers Association
and the 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. Prior to joining the Company, 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.

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.

                                                                              19
<PAGE>

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.

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. Dr. Guy Tam's and
Mr. Beckman's terms expired after the 1999 Annual Meeting, while the terms of
Dr. Reynolds, Mr. Sutton and Mr. Johnson commenced in September 1999.  The
terms of Dr. K. Gene Koob, Dr. Frank Messner, and Dr. James Engelbrecht expire
at the 2000 Annual Meeting of Shareholders; and the terms of Dr. John Rittman,
Dr. Ben Henderson, Dr. Thomas Krafka and Dr. Stephan Schroeder expire at the
2001 Annual Meeting of Shareholders; and the terms of Dr. Reynolds, Mr. Sutton
and Mr. Johnson expire at the 2002 Annual Meeting of the 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, 1999, 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, 2000.

                                                                             20

<PAGE>

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information, as of March 21, 2000, 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.


<TABLE>
<CAPTION>
Amount & Nature
 Title                Name and Address of           of Beneficial    Percent
of Class               Beneficial Owner               Ownership      of Class
- --------              -------------------          ---------------   --------
<S>                   <C>                            <C>               <C>
Class B Preferred     South Dakota State                1,300          100%
                      Medical Association(1)
                      1323 South Minnesota Avenue
                      Sioux Falls, SD 57105

Class C Common        Lloyd Solberg, M.D.             133,360          9.31%
                      P. O. Box 5054
                      Sioux Falls, SD 57117-5054

Class A Preferred     Thomas L. Krafka, M.D.                1          .09%
Class C Common                                         16,640         1.16%

Class A Preferred     Frank D. Messner, M.D.                1          .09%
Class C Common                                          8,800          .61%

Class A Preferred     K. Gene Koob, M.D.                    1          .09%

Class A Preferred     Ben J. Henderson, D.O.                1          .09%
Class C Common                                          1,060          .08%

Class A Common        Stephan D. Schroeder                  1          .09%
Class C Common                                          1,920          .13%

Class A Preferred     James Engelbrecht, M.D.               1          .09%
Class C Common                                          1,160          .08%

Class A Preferred     John Rittmann, M.D.                   1          .09%
Class C Common                                          8,340          .58%

Class A Preferred     James Reynolds, M.D.                  1          .09%
Class C Common                                         50,440         3.52%

Class C Common        Bob Sutton                           --           --

Class C Common        Van Johnson                          --           --

Class C Common        L. Paul Jensen(2)                 5,760          .40%
                      1323 South Minnesota Avenue
                      Sioux Falls, SD 57105

Class C Common        William Rossing, M.D.             8,720          .61%

Class C Common        Kirk J. Zimmer                      800          .06%

Class C Common        Thomas Nicholson                     --           --

                                                                            21
<PAGE>

Class A Preferred     All Directors and Executive           8          .70%
                      Officers as a Group
Class C Common        (14 people)                     103,640         7.23%
</TABLE>

- --------------
(1) The South Dakota State Medical Association is an affiliated company.
(2) L. Paul Jensen is the Chief Executive Officer of the South Dakota State
Medical Association.


ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company leases office space from the Association. During 1999, the Company
had 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 2000 lease requires minimum rental payments of $211,016.
Total rental payments for office space for the years December 31, 1999, 1998
and 1997 were $204,870, $204,870 and $186,500, 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, 1999, 1998 and 1997 was $48,330, $47,721, and $42,517,
respectively.

L. Paul Jensen received salaries and retirement contributions totaling $30,312
from the South Dakota State Medical Association for the year ended 1999.  No
compensation was received in 1998 or 1997.

Robert D. Johnson received salaries and retirement contributions totaling
$332,400, $110,860 and $104,210, from the South Dakota State Medical Association
for the years ended 1999, 1998, and 1997, respectively.


                                                                             22

<PAGE>

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

The following documents are filed as part of this report:

<TABLE>
<CAPTION>
FINANCIAL STATEMENTS                                        Page
                                                            ----
<S>                                                         <C>
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
</TABLE>

EXHIBITS
<TABLE>
<CAPTION>
Exhibit No.       Description
- -----------       -----------
<S>               <C>
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

27                Financial Data Schedule
</TABLE>

REPORTS ON FORM 8-K
None.


                                                                              23


<PAGE>



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   3/30/00
   ----------------------------------             --------------------
     L. Paul Jensen
     Chief Executive Officer
     (Principal Executive Officer)


By  /s/Kirk J. Zimmer                      Dated   3/30/00
   ----------------------------------             --------------------
     Kirk J. Zimmer
     Senior Vice President
     (Principal Financial Officer)


By  /s/Bruce E. Hanson                     Dated   3/30/00
   ----------------------------------             --------------------
     Bruce E. Hanson
     Vice President Finance
     (Principal Accounting Officer)


By  /s/Thomas L. Krafka, MD                 Dated  3/30/00
   ----------------------------------             --------------------
     Thomas L. Krafka, M.D.
     Director


By  /s/Ben J. Henderson, DO                 Dated  3/30/00
   ----------------------------------             --------------------
     Ben J. Henderson, D.O.
     Director


By   /s/James Engelbrecht, MD               Dated  3/30/00
   ----------------------------------             --------------------
      James Engelbrecht, M.D.
      Director


By  /s/James R. Reynolds, MD                Dated  3/30/00
   ----------------------------------             --------------------
     James R. Reynolds, M.D.
     Director


By  /s/K, Gene Koob, MD                     Dated  3/30/00
   ----------------------------------             --------------------
     K. Gene Koob, M.D.
     Director


                                                                            24

<PAGE>

By  /s/Frank Messner, MD                    Dated  3/30/00
   ----------------------------------             --------------------
     Frank Messner, M.D.
     Director


By  /s/John Rittmann, MD                    Dated  3/30/00
   ----------------------------------             --------------------
     John Rittmann, M.D.
     Director


By  /s/Stephan D. Schroeder, MD             Dated  3/30/00
   ----------------------------------             --------------------
     Stephan D. Schroeder, M.D.
     Director


By  /s/Bob Sutton                           Dated  3/30/00
   ----------------------------------             --------------------
     Bob Sutton
     Director


By  /s/Van Johnson                          Dated  3/30/00
   ----------------------------------             --------------------
     Van Johnson
     Director
                                                                             25


<PAGE>
                         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, 1999 and 1998, and the related consolidated statements of
operations, stockholders' equity and cash flows for each of the three years in
the period ended December 31, 1999.  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 generally accepted auditing
standards.  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, 1999 and 1998, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 1999, in conformity with generally accepted accounting
principles.


                                    /s/ McGLADREY & PULLEN, LLP


Sioux Falls, South Dakota
March 7, 2000

                                      F-1

<PAGE>

SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
d/b/a DAKOTACARE
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 AND 1998


<TABLE>
<CAPTION>

ASSETS                                                  1999            1998
- -------------------------------------------------------------------------------
<S>                                                <C>              <C>
Current Assets
  Cash and cash equivalents                        $ 5,494,336      $ 5,372,457
  Investment in securities held to maturity
   (Note 5)                                            431,570          405,094
  Certificates of deposit                              500,000          575,000
  Receivables (Note 3)                                 929,028        1,252,780
  Prepaids and other assets                            140,513          153,930
  Deferred income taxes (Note 8)                       639,000          647,000
                                                   ----------------------------
    TOTAL CURRENT ASSETS                             8,134,447        8,406,261
                                                   ----------------------------


Long-Term Investments
  Investment in securities held to maturity
   (Note 5)                                          3,055,769        3,567,422
  Investment in securities available for sale
   (Note 5)                                            286,400          305,700
  Pledged certificates of deposit (Note 5)             500,000          500,000
  Certificate of deposit                                50,000           50,000
  Contracts with life insurance companies              107,089          100,000
                                                   ----------------------------
                                                     3,999,258        4,523,122
                                                   ----------------------------


Property and Equipment, at cost,
  net of accumulated depreciation                    1,110,477          913,006


Deferred Income Taxes (Note 8)                         409,600          435,000
                                                   ----------------------------
                                                   $13,653,782      $14,277,389
                                                   ----------------------------
                                                   ----------------------------
</TABLE>

See Notes to Consolidated Financial Statements.

                                      F-2

<PAGE>

<TABLE>
<CAPTION>

LIABILITIES AND STOCKHOLDERS' EQUITY                   1999             1998
- -------------------------------------------------------------------------------
<S>                                                <C>              <C>
Current Liabilities
  Reported and unreported claims payable (Note 7)  $ 4,667,253      $ 4,409,622
  Unearned premiums and administration fees            849,777          839,043
  Accounts payable and accrued expenses                818,401          727,925
  Contingency reserves payable (Note 6)              1,300,000        1,300,000
                                                   ----------------------------
     TOTAL CURRENT LIABILITIES                       7,635,431        7,276,590
                                                   ----------------------------
Contingency Reserves Payable (Note 6)                1,423,351        1,390,568
                                                   ----------------------------
Minority Interest in Subsidiary                        355,001          350,606
                                                   ----------------------------
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; 1,148
    and 1,105 shares issued at December 31, 1999
    and 1998                                            11,480           11,050
  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                                  1,076,912        1,771,993
  Accumulated other comprehensive income (loss)        (34,914)          (8,638)
  Less cost of Class C common treasury stock,
    1999 72,812 shares, 1998 40,415 shares            (579,179)        (280,480)
                                                   ----------------------------
                                                     4,239,999        5,259,625
                                                   ----------------------------
                                                   $13,653,782      $14,277,389
                                                   ----------------------------
                                                   ----------------------------
</TABLE>

                                      F-3

<PAGE>

SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
D/B/A DAKOTACARE
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
                                            1999                1998                1997
- --------------------------------------------------------------------------------------------
<S>                                     <C>                 <C>                 <C>
Revenues:
  Premiums                              $ 34,705,625        $ 36,157,947        $ 35,124,035
  Less premiums ceded for reinsurance       (457,120)           (440,396)           (369,888)
                                        ------------        ------------        ------------
                                          34,248,505          35,717,551          34,754,147
  Third party administration fees          3,060,583           3,080,947           3,628,131
  Investment income                          513,599             606,615             615,134
  Other income                               605,401             647,850             583,648
                                        ------------        ------------        ------------
        TOTAL REVENUES                    38,428,088          40,052,963          39,581,060
                                        ------------        ------------        ------------

Operating expenses:
  Claims incurred                         30,539,355          31,318,143          31,593,161
  Less reinsurance recoveries               (444,296)           (703,563)           (616,801)
                                        ------------        ------------        ------------
                                          30,095,059          30,614,580          30,976,360
  Personnel expenses                       4,084,953           3,891,275           3,804,217
  Commissions                              1,385,917           1,425,808           1,513,054
  Professional fees expenses               1,040,665           1,020,213             970,237
  Office expenses                            680,132             625,614             673,114
  Occupancy expenses                         693,391             657,207             656,951
  State insurance taxes                      418,872             458,519             421,622
  Advertising expenses                       386,280             378,638             378,310
  Other general and administrative expenses  457,181             378,000             309,286
                                        ------------        ------------        ------------
        TOTAL OPERATING EXPENSES          39,242,450          39,449,854          39,703,151
                                        ------------        ------------        ------------
        INCOME (LOSS) BEFORE INCOME
          TAXES AND MINORITY INTEREST       (814,362)            603,109            (122,091)
Income taxes (benefit) (Note 8)             (196,943)            123,625             (57,000)
                                        ------------        ------------        ------------
INCOME (LOSS) BEFORE MINORITY INTEREST      (617,419)            479,484             (65,091)
Minority interest in income (loss)
  of subsidiary                                4,395              (3,554)             45,017
                                        ------------        ------------        ------------
        NET INCOME (LOSS)               $   (621,814)        $   483,038        $   (110,108)
                                        ------------        ------------        ------------
                                        ------------        ------------        ------------

Earnings (loss) per common share        $      (0.43)        $      0.33       $       (0.07)
                                        ------------        ------------        ------------
                                        ------------        ------------        ------------
</TABLE>

See Notes to Consolidated Financial Statements.


                                     F-4

<PAGE>

SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
D/B/A DAKOTACARE
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>

                                                                               Additional
                                                            Capital              Paid-In
                                                             Stock               Capital
- ---------------------------------------------------------------------------------------
<S>                                                         <C>              <C>
Balance, December 31, 1996                                  $ 26,778         $ 3,749,342
   Issuance of Class A preferred stock                         1,940                   -
   Redemption of Class A preferred stock                      (1,670)                  -
   Dividends paid on Class C common stock                          -                   -
   Comprehensive income:
      Net (loss)                                                   -                   -
      Net change in unrealized loss on securities
        available for sale                                         -                   -
      Comprehensive income (loss)                                  -                   -
                                                            ----------------------------
Balance, December 31, 1997                                    27,048           3,749,342
   Issuance of Class A preferred stock                           900                   -
   Redemption of Class A preferred stock                        (540)                  -
   Dividends paid on Class C common stock                          -                   -
   Purchase of treasury stock (Note 9)                             -                   -
   Comprehensive income:
      Net income                                                   -                   -
      Net change in unrealized loss on securities
        available for sale                                         -                   -
      Comprehensive income                                         -                   -
                                                            ----------------------------
Balance, December 31, 1998                                    27,408           3,749,342
   Issuance of Class A preferred stock                           850                   -
   Redemption of Class A preferred stock                        (420)                  -
   Dividends paid on Class C common stock                          -                   -
   Purchase of treasury stock (Note 9)                             -                   -
   Comprehensive income:
      Net (loss)                                                   -                   -
      Net change in unrealized loss on securities
        available for sale                                         -                   -
      Comprehensive income (loss)                                  -                   -
                                                            ----------------------------
Balance, December 31, 1999                                  $ 27,838         $ 3,749,342
                                                            ----------------------------
                                                            ----------------------------
</TABLE>

See Notes to Consolidated Financial Statements.


                                     F-5

<PAGE>

<TABLE>
<CAPTION>
                                                        Accumulated
                                                           Other
                                           Retained    Comprehensive   Treasury
                                           Earnings     Income(Loss)     Stock     Total
- --------------------------------------------------------------------------------------------
<S>                                       <C>           <C>          <C>         <C>
Balance, December 31, 1996                $ 1,877,084   $(13,132)           -    $ 5,640,072
   Issuance of Class A preferred stock              -          -            -          1,940
   Redemption of Class A preferred stock            -          -            -         (1,670)
   Dividends paid on Class C common stock    (331,267)         -            -       (331,267)
   Comprehensive income:
      Net (loss)                             (110,108)         -            -
      Net change in unrealized loss on securities
        available for sale                          -      5,191            -
      Comprehensive income (loss)                   -          -            -       (104,917)
                                   -----------------------------------------------------------
Balance, December 31, 1997                  1,435,709     (7,941)           -      5,204,158
   Issuance of Class A preferred stock              -          -            -            900
   Redemption of Class A preferred stock            -          -            -           (540)
   Dividends paid on Class C common stock    (146,754)         -            -       (146,754)
   Purchase of treasury stock (Note 9)              -          -     (280,480)      (280,480)
   Comprehensive income:
      Net income                              483,038          -            -
      Net change in unrealized loss on securities
        available for sale                          -       (697)           -
      Comprehensive income                          -          -            -        482,341
                                   -----------------------------------------------------------
Balance, December 31, 1998                  1,771,993     (8,638)    (280,480)      5,259,625
   Issuance of Class A preferred stock              -          -            -            850
   Redemption of Class A preferred stock            -          -            -           (420)
   Dividends paid on Class C common stock     (73,267)         -            -        (73,267)
   Purchase of treasury stock (Note 9)              -          -     (298,699)      (298,699)
   Comprehensive income:
      Net (loss)                             (621,814)         -            -
      Net change in unrealized loss on securities
        available for sale                          -    (26,276)           -
      Comprehensive income (loss)                   -          -            -       (648,090)
                                   -----------------------------------------------------------
Balance, December 31, 1999                $ 1,076,912   $(34,914)  $ (579,179)   $ 4,239,999
                                   -----------------------------------------------------------
                                   -----------------------------------------------------------
</TABLE>


                                     F-6

<PAGE>

SOUTH DAKOTA STATE MEDICAL HOLDING COMPANY, INCORPORATED
d/b/a DAKOTACARE
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1999, 1998 AND 1997

<TABLE>
<CAPTION>
                                                      1999            1998           1997
- --------------------------------------------------------------------------------------------
<S>                                                 <C>          <C>            <C>
Cash Flows From Operating Activities
 Net income (loss)                                  $(621,814)     $ 483,038    $  (110,108)
 Adjustments to reconcile net income (loss) to
   net cash provided by operating activities:
   Depreciation                                       329,472        307,211        318,493
   Minority interest in income (loss) of subsidiary     4,395         (3,554)        45,017
   Amortization of discounts and premiums on
     investments and certificates of deposit, net    (130,662)      (138,461)      (139,675)
   (Increase) decrease in receivables                 323,752       (453,385)        36,969
   (Increase) decrease in prepaids and other assets    13,417        (29,201)        13,758
   (Increase) decrease in deferred income taxes        33,400         60,000       (284,000)
   Increase in reported and unreported
     claims payable                                   257,631        245,818        975,349
   Increase in accounts payable
     and accrued expenses                              98,632         32,875         15,629
   Increase (decrease) in unearned premiums
     and administration fees                           10,734        209,260       (225,122)
   Increase (decrease) in contingency
     reserves payable                                  32,783       (273,278)       858,552
                                                  ------------------------------------------
       NET CASH PROVIDED BY OPERATING ACTIVITIES      351,740        440,323      1,505,862
                                                  ------------------------------------------
 Cash Flows From Investing Activities
   Purchase of securities available for sale           (6,976)        (6,397)        (6,259)
   Held to maturity securities:
     Matured                                          560,000        985,000        525,000
     Purchased                                              -       (367,364)      (726,030)
   Repayments on collateralized mortgage obligations   55,839        283,548        157,013
   Proceeds from maturities of certificates
     of deposit                                     1,075,000      1,447,000      1,470,000
   Purchase of certificates of deposit             (1,000,000)    (1,175,000)    (1,325,000)
   (Increase) in contracts with life
     insurance companies                              (15,245)       (19,000)       (12,000)
   Purchase of property and equipment                (526,943)      (256,533)      (231,238)
   Proceeds from sale of property and equipment             -              -         18,711
                                                  ------------------------------------------
       NET CASH PROVIDED BY (USED IN)
         INVESTING ACTIVITIES                         141,675        891,254       (129,803)
                                                  ------------------------------------------
</TABLE>

See Notes to Consolidated Financial Statements.

                                     F-7
<PAGE>

<TABLE>
<CAPTION>
                                                         1999           1998           1997
                                                    ------------------------------------------
<S>                                                 <C>             <C>            <C>
 Cash Flows From Financing Activities
   Proceeds from issuance of capital stock                $ 850        $   900        $ 1,940
   Redemption of capital stock                             (420)          (540)        (1,670)
   Payment of dividends                                 (73,267)      (146,754)      (331,267)
   Purchase of treasury stock                          (298,699)      (280,480)             -
                                                    ------------------------------------------
        NET CASH (USED IN) FINANCING ACTIVITIES        (371,536)      (426,874)      (330,997)
                                                    ------------------------------------------
        INCREASE IN CASH AND
          CASH EQUIVALENTS                              121,879        904,703      1,045,062

 Cash and Cash Equivalents
   Beginning                                          5,372,457      4,467,754      3,422,692
                                                    ------------------------------------------
   Ending                                           $ 5,494,336    $ 5,372,457    $ 4,467,754
                                                    ------------------------------------------
                                                    ------------------------------------------
 Supplemental Disclosures of Cash Flow Information
   Cash payments for:
     Income taxes, net of refunds                     $(250,000)    $  315,275      $   2,000

 Supplemental Disclosures of Noncash Investing
   and Financing Activities
     (Increase) decrease in unrealized loss on
       securities available for sale                    (26,276)          (697)         5,191
</TABLE>



                                      F-8
<PAGE>



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), and its 50.11% owned subsidiary, Dakota
Health Plans, Incorporated (DHP). DAS and DHP 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 and DHP's self funded customers. During December of 1998, DHP
ceased business operations.  Management expects to formally dissolve DHP
during 2000 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 generally accepted
accounting principles.  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.

                                    F-9

<PAGE>

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:  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 condition, 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.

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:

<TABLE>
<CAPTION>


                                               1999                1998
                                          ----------------------------------
<S>                                       <C>                   <C>
Furniture, equipment and automobiles       $ 2,740,214         $ 2,485,278
Building and building improvements              53,370              53,370
Other                                          134,818             134,818
                                          ----------------------------------
                                             2,928,402           2,673,466
Less accumulated depreciation                1,817,925           1,760,460
                                          ----------------------------------
                                            $1,110,477         $   913,006
                                          ----------------------------------
                                          ----------------------------------
</TABLE>


                                    F-10

<PAGE>

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)

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.

INCOME TAXES:  Deferred taxes are provided on a 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.

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 1,448,600 in 1999, 1,482,635
in 1998, and 1,505,760 in 1997.  All references to earnings (loss) per share
in the consolidated financial statements are to basic earnings (loss) per
share, as the Company has no potential common stock.

                                    F-11




<PAGE>

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)

NEW ACCOUNTING STANDARDS:  Effective January 1, 1998, the Company adopted FASB
Statement No. 130, which establishes new rules for the reporting and display of
comprehensive income and its components, but has no effect on the Company's net
income (loss) or total stockholders' equity.  Statement No. 130 requires
unrealized gains and losses on the Company's securities available for sale,
which prior to adoption were reported separately in stockholders' equity, to be
included in comprehensive income.

Effective January 1, 1998, the Company adopted FASB Statement No. 131,
Disclosures About Segments of an Enterprise and Related Information.  Statement
No. 131 superseded FASB Statement No. 14, Financial Reporting for Segments of a
Business Enterprise.  Statement No. 131 establishes standards for the way that
public business enterprises report information about operating segments in
annual financial statements and requires that those enterprises report selected
information about operating segments in interim financial reports.  Statement
No. 131 also established standards for related disclosures about products and
services, geographic areas, and major customers.  See Note 12 for disclosures
about the Company's operating segments.

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, 1999, the carrying amount and fair value
of the Company's investment securities was $3,773,739 and $3,760,201,
respectively.  At December 31, 1998, the carrying amount and fair value of the
Company's investment securities was $4,278,216 and $4,549,012, respectively.

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


                                      F-12

<PAGE>

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

- -----------------------------------------------------------------------------

NOTE 3. RECEIVABLES

Receivables consist of the following:

<TABLE>
<CAPTION>
                                                 1999            1998
                                               --------      ----------
<S>                                          <C>            <C>
  Commissions                                $        -     $    3,561
  Drug manufacturer chargebacks                 145,064        133,111
  Premiums                                       86,667         61,055
  Subrogation, net of recovery expenses          88,500         84,011
  Interest                                       21,099         27,068
  Reinsurance                                         -        275,651
  Income taxes                                  252,000        273,650
  Funds withheld by ceding insurer              115,270        104,485
  Other                                         220,428        290,188
                                             ----------      ----------
                                                929,028      1,252,780
  Less allowance for doubtful accounts               --             --
                                             ----------      ----------
                                             $  929,028     $1,252,780
                                             ----------      ----------
                                             ----------      ----------
</TABLE>

NOTE 4. REINSURANCE

The Company's policy is to reinsure that portion of risk in excess of $125,000
in 1999 and $85,000 in 1998 of covered hospital inpatient expenses of any
enrollee per contract year, subject to a coinsurance provision which ranged
from 75% to 90% in 1999 and 50% to 90% in 1998 based on average daily amounts
specified in the plan, and a $2,000,000 lifetime maximum benefit per enrollee,
with a $500,000 maximum plan exposure per member per year in 1999.  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-13

<PAGE>

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, 1999 are as follows:

<TABLE>
<CAPTION>
                                                         Gross         Gross       Estimated
                                        Amortized      Unrealized   Unrealized       Fair
                                           Cost          Gains       (Losses)        Value
                                      --------------------------------------------------------
<S>                                   <C>              <C>          <C>            <C>
Debt securities held to maturity:
  Obligations of U.S. treasury, government
    agencies and corporations          $  482,228      $   4,530           (284)    $  486,474
  Obligations of state and
    political subdivisions              2,994,536         18,904        (36,364)     2,977,076
  U.S. governmental agency collateralized
    mortgage obligations                   10,575              -           (324)        10,251
                                      --------------------------------------------------------
                                       $3,487,339      $  23,434      $ (36,972)    $3,473,801
                                      --------------------------------------------------------
                                      --------------------------------------------------------
Equity securities available for sale:
  Bond mutual funds                    $  321,314      $       -      $ (34,914)    $  286,400
                                      --------------------------------------------------------
                                      --------------------------------------------------------
</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>
<CAPTION>
                                                    December 31, 1999
                                            ------------------------------
                                              Amortized         Estimated
                                                 Cost           Fair Value
                                            ------------------------------
<S>                                         <C>               <C>
  Due in  one year                          $   431,570        $   432,697
  Due after one year through five years       1,990,566          2,002,787
  Due after five years through ten years        981,258            951,391
  Due after ten years                            73,370             76,675
                                            ------------------------------
                                              3,476,764          3,463,550
  Collateralized mortgage obligations            10,575             10,251
                                            ------------------------------
                                            $ 3,487,339        $ 3,473,801
                                            ------------------------------
                                            ------------------------------
</TABLE>


                                      F-14

<PAGE>
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, 1998 are as follows:
<TABLE>
<CAPTION>
                                                    Gross            Gross        Estimated
                                    Amortized     Unrealized       Unrealized        Fair
                                      Cost           Gains          (Losses)         Value
                                  -----------------------------------------------------------
<S>                               <C>             <C>              <C>            <C>
Debt securities held to maturity:
  Obligations of U.S. treasury, government
    agencies and corporations     $   949,781     $  58,506        $      -       $ 1,008,287
  Obligations of state and political
    subdivisions                    2,957,539       213,510          (1,833)        3,169,216
  U.S. governmental agency collateralized
    mortgage obligations               65,196           904            (291)           65,809
                                  ------------------------------------------------------------
                                  $ 3,972,516     $ 272,920        $ (2,124)      $ 4,243,312
                                  ------------------------------------------------------------
                                  ------------------------------------------------------------
Equity securities available for sale:
  Bond mutual funds                 $ 314,338     $   1,431        $(10,069)      $   305,700
                                  ------------------------------------------------------------
                                  ------------------------------------------------------------
</TABLE>

There were no sales of debt or equity securities during the years ended December
31, 1999, 1998 or 1997, and accordingly, no reclassification adjustments on
investment securities for the respective years.  At December 31, 1999 and 1998,
no individual investments in obligations of state and political subdivisions
exceeded 10% of the Company's equity.

At December 31, 1999 and 1998, the Company had certificates of deposit of
$500,000 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-15



<PAGE>

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 1997 through 1999 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, 1999,
is equal to actual amounts withheld for the years ended December 31, 1999 and
1998.  In 1999, contingency reserve payments to physicians were $299,990.
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 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>
<CAPTION>

                                              1999                1998                1997
                                          ---------------------------------------------------
<S>                                       <C>                 <C>                 <C>
Balance at January 1                      $ 4,409,622         $ 4,163,804         $ 3,188,455
                                          ---------------------------------------------------
Incurred related to:
  Current year                             30,226,506          30,197,890          30,237,417
  Prior years                                 911,684             416,690             738,943
  Contingency reserves written off         (1,043,131)                  -                   -
                                          ---------------------------------------------------
Total incurred                             30,095,059          30,614,580          30,976,360
                                          ---------------------------------------------------
Paid related to:
  Current year                             24,240,777          25,704,590          26,217,052
  Prior years                               5,321,000           4,710,337           3,920,866
                                          ---------------------------------------------------
Total paid                                 29,561,777          30,414,927          30,137,918
                                          ---------------------------------------------------
Less reinsurance recoverables at January 1   (275,651)           (229,486)            (92,579)
Plus reinsurance recoverables at December 31        -             275,651             229,486
                                          ---------------------------------------------------
Balance at December 31                    $ 4,667,253         $ 4,409,622         $ 4,163,804
                                          ---------------------------------------------------
                                          ---------------------------------------------------
</TABLE>

                                      F-16


<PAGE>

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.

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

<TABLE>
<CAPTION>
                                    1999         1998           1997
                                ---------------------------------------
<S>                             <C>           <C>              <C>
Current                         $(230,343)   $  63,625       $227,000
Deferred (benefit)                 33,400       60,000       (284,000)
                                ---------------------------------------
                                $(196,943)   $ 123,625       $(57,000)
                                ---------------------------------------
                                ---------------------------------------
</TABLE>


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>
<CAPTION>
                                                         1999           1998          1997
                                                      ---------------------------------------
<S>                                                   <C>            <C>           <C>
Computed "expected" tax expense (benefit)             $(285,000)     $ 211,000     $ (42,700)
Tax exempt interest                                     (42,788)       (43,281)      (38,861)
Lobbying                                                  2,977          4,866         9,105
Reversal of overaccrual of prior year's taxes                 -        (26,576)            -
Change in valuation allowance for deferred
  tax assets                                            108,400              -             -
Effect of tax rate brackets and other                    19,468        (22,384)       15,456
                                                      ---------------------------------------
                                                      $(196,943)     $ 123,625     $ (57,000)
                                                      ---------------------------------------
                                                      ---------------------------------------
</TABLE>


                                      F-17

<PAGE>

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>
<CAPTION>
                                                                   1999           1998
                                                             ----------------------------
<S>                                                          <C>              <C>
Deferred tax assets:
  Contingency reserves payable                               $   926,000      $   915,000
  Reported and unreported claims payable                          45,500           44,000
  Unearned premiums                                               50,800           50,000
  Accrued expenses and other                                      83,300           95,000
  Net unrealized loss on securities available for sale            11,900                -
  Net operating loss carryforward of subsidiary                  108,400           39,000
                                                             ----------------------------
                                                               1,225,900        1,143,000
  Less valuation allowance                                       120,300                -
                                                             ----------------------------
                                                               1,105,600        1,143,000
                                                             ----------------------------
Deferred tax liability:
  Property and equipment                                         (57,000)         (61,000)
                                                             ----------------------------
                                                             $ 1,048,600      $ 1,082,000
                                                             ----------------------------
                                                             ----------------------------

Reflected on the accompanying balance sheets as follows:

                                                                  1999           1998
                                                             ----------------------------
<S>                                                          <C>              <C>
Current assets                                               $   639,000      $   647,000
Noncurrent assets                                                409,600          435,000
                                                             ----------------------------
                                                             $ 1,048,600      $ 1,082,000
                                                             ----------------------------
                                                             ----------------------------
</TABLE>

                                      F-18

<PAGE>

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 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.  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 1999 and 1998,
32,397 and 40,415 shares, respectively, were acquired for the treasury under
the Program.

Regulatory capital as required by the Division of Insurance at December 31,
1999 and 1998 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. At December 31, 1999, the Company's stockholders' equity
exceeded the minimum levels required by the RBC standards.


                                      F-19




<PAGE>

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 2000
lease renewal requires minimum rental payments of $211,016.  Total rental
payments for this office space for the years ended December 31, 1999, 1998
and 1997 were $204,870, $204,870 and $186,500, 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, 1999, 1998 and 1997 was $48,330, $47,721, and $42,517,
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, 1999, 1998 and
1997.  Retirement plan expense for the years ended December 31, 1999, 1998
and 1997 was $238,689, $233,483, and $216,364, respectively.

In connection with employment contracts between the Company and certain
officers, provision has been made for the 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.  At
December 31, 1999 and 1998, $97,131 and $58,274, respectively, was accrued
under these contracts.

                                      F-20

<PAGE>

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

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 and DHP.  DAS and
DHP 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's self funded customers.

The Company evaluates performance and allocates resources based on net income
determined under general accepted accounting principles.  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.

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>
<CAPTION>
Year Ended December 31, 1999
- --------------------------------------------------------------------------------------------
                                         HMO            TPA        Reinsurance       Totals
                                  ----------------------------------------------------------
<S>                                <C>             <C>            <C>            <C>
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-21

<PAGE>

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

NOTE 12.  SEGMENT INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
Year Ended December 31, 1998
- -------------------------------------------------------------------------------------------
                                        HMO            TPA        Reinsurance       Totals
                                   --------------------------------------------------------
<S>                                <C>             <C>            <C>            <C>
Revenues from external customers   $ 35,796,765    $ 3,540,988      $ 673,790    $ 40,011,543
Intersegment revenues                         -        236,526              -         236,526
Investment income                       538,170         55,333              -         593,503
Depreciation expense                     85,787        221,424              -         307,211
Segment profit (loss)                   483,038        (68,319)        23,345         438,064
Equity in net (loss) of subsidiaries    (44,420)             -              -         (41,420)
Income tax expense (benefit)            158,350        (34,725)             -         123,625
Segment assets                       13,607,488      1,953,572        475,006      16,036,066



Year Ended December 31, 1997
- ------------------------------------------------------------------------------------------
                                         HMO            TPA        Reinsurance       Totals
                                   ----------------------------------------------------------
<S>                                <C>             <C>            <C>            <C>
Revenues from external customers   $ 34,718,343    $ 4,121,995      $ 694,892    $ 39,535,230
Intersegment revenues                         -        864,735              -         864,735
Investment income                       546,562         58,247         10,325         615,134
Depreciation expense                     85,284        234,209              -         319,493
Segment profit (loss)                  (110,108)       111,235       (112,048)       (110,921)
Equity in net income of
  subsidiaries                          (45,830)             -              -         (45,830)
Income tax expense (benefit)            (98,142)        41,142              -         (57,000)
Segment assets                       13,455,364      1,854,251        345,114      15,654,729
Expenditures for long-lived assets
  (land and building)                    59,150              -              -          59,150
</TABLE>

                                      F-22


<PAGE>

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

NOTE 12.  SEGMENT INFORMATION (CONTINUED)

<TABLE>
<CAPTION>
                                                      1999           1998           1997
                                                ---------------------------------------------
<S>                                             <C>               <C>            <C>
Revenues
Total external revenues for reportable segments $ 37,955,067      $ 40,011,543   $ 39,535,230
Intersegment revenues for reportable segments        241,325           236,526        864,735
Elimination of intersegment revenues                (241,325)         (236,526)      (864,735)
Elimination of net (loss) of subsidiaries           (473,021)          (41,420)       (45,830)
                                                ---------------------------------------------
    Total consolidated revenues                 $ 38,428,088      $ 40,052,963   $ 39,581,060
                                                ---------------------------------------------
                                                ---------------------------------------------

Income or Loss
Total income (loss) for reportable segments     $ (1,090,440)     $    438,064   $   (110,921)
Elimination of equity in net (loss)
  of subsidiaries                                   (473,021)          (41,420)       (45,830)
Minority interest in income (loss) of subsidiary       4,395            (3,554)        45,017
                                                ---------------------------------------------
    Total consolidated net income (loss)        $   (621,814)      $   483,038   $   (110,108)
                                                ---------------------------------------------
                                                ---------------------------------------------

Assets
Total assets for reportable segments            $ 15,063,574      $ 16,036,066   $ 15,654,729
Elimination of intercompany receivable              (135,058)         (100,922)       (44,753)
Elimination of investment in subsidiaries         (1,274,734)       (1,657,755)    (1,599,175)
                                                ---------------------------------------------
    Total consolidated assets                   $ 13,653,782      $ 14,277,389   $ 14,010,801
                                                ---------------------------------------------
                                                ---------------------------------------------
</TABLE>


NOTE 13.  LITIGATION

During 1998, a substantial claim was filed against the Company in circuit
court which alleges wrongful non-renewal of a sales agency contract and seeks
compensatory and punitive damages.  As of March 2000, the lawsuit is in the
discovery stage.  Management believes the lawsuit is without merit and the
Company will vigorously defend itself in this matter.

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-23


<PAGE>



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

<TABLE>
<CAPTION>
Exhibit No.       Description
- -----------       -----------
<S>               <C>
10                Office Lease with the South Dakota State Medical Association

21                Subsidiaries of the Registrant
</TABLE>