content: SECURITIES AND EXCHANGE COMMISSION
  
                       Washington, D.C. 20549
  
  
  
  
                              FORM 8-K
                           CURRENT REPORT
  
  
               Pursuant to Section 13 or 15(d) of the 
                  Securities Exchange Act of 1934 
  
  
                 Date of Report: February 24, 1998 
  
  
  
                     MAXICARE HEALTH PLANS, INC.
       (Exact name of registrant as specified in its charter)
  
          Delaware            0-12024        95-3615709
          (State or other     (Commission    (IRS Employer
          jurisdiction of     File Number)   Identification No.)
          incorporation)
  
  
  
                     1149 South Broadway Street
                       Los Angeles, California
              (Address of principal executive offices)
  
                                90015
  
  
  
  
                             (Zip Code)
  
  
  
                            (213) 765-2000
        (Registrant's telephone number, including area code)
  
  
  
                           Not  Applicable
    (Former name or former address, if changed since last report)
  <PAGE>
  
  
  
  
  
  Item 5. Other Events
  
                 On  February  24,  1998, the Board of Directors of
  Maxicare  Health  Plans,  Inc.  (the  "Corporation")  declared  a
  dividend distribution of  one  preferred  share purchase right (a
  "Right") for each outstanding  share  of  Common Stock, par value
  $0.01 per share (the "Common  Shares"),  of the Corporation.  The
  dividend is payable to  the  stockholders  of record on March 16,
  1998 (the  "Record  Date"),  and  with  respect  to Common Shares
  issued thereafter, until the Distribution Date (as defined below)
  and, in  certain  circumstances,  with  respect  to Common Shares
  issued after the Distribution Date.    Except as set forth below,
  each Right, when it  becomes exercisable, entitles the registered
  holder to purchase from  the  Corporation one five-hundredth of a
  share  of  Series  B  Preferred   Stock,  $0.01  par  value  (the
  "Preferred Shares"), of the Corporation  at a price of $45.00 per
  one five-hundredth of a  Preferred  Share (the "Purchase Price"),
  subject to adjustment. The  description  and  terms of the Rights
  are set forth  in  a  Rights  Agreement  (the "Rights Agreement")
  between the  Corporation  and  American  Stock  Transfer  & Trust
  Company, as  Rights  Agent  (the  "Rights  Agent"),  dated  as of
  February 24, 1998.
  
                   Initially,  the  Rights  will be attached to all
  certificates representing Common Shares  then outstanding, and no
  separate Right Certificates will be distributed.  The Rights will
  separate from the Common Shares upon the earliest to occur of (i)
  the date of a public announcement that, without the prior consent
  of a majority of the  Disinterested Directors (as defined below),
  a  person  or  group  of  affiliated  or  associated  persons has
  acquired beneficial ownership of  15%  or more of the outstanding
  Common  Shares  (except  pursuant   to   a  Permitted  Offer,  as
  hereinafter defined), or (ii) 10 days  (or such later date as the
  Board may determine)  following  the commencement or announcement
  of  an  intention  to  make  a  tender  or  exchange  offer,  the
  consummation of which would result  in a person or group becoming
  an Acquiring Person  (as  hereinafter  defined)  (the earliest of
  such dates being called the  "Distribution  Date").   A person or
  group whose acquisition  of  Common  Shares causes a Distribution
  Date pursuant to clause (i)  above  is an "Acquiring Person". The
  date that a person or group announces publicly that it has become
  an Acquiring Person is the "Shares Acquisition Date". Any current
  holder that has previously advised  the Corporation that it holds
  in excess of 15%  of  the  Common Shares has been "grandfathered"
  with respect to its current  position, including an allowance for
  certain small incremental additions thereto.
  
               "Disinterested Directors" are "Continuing Directors"
  who are not officers or employees of the Corporation and who are
   <PAGE>
  
  
  
  
  not  Acquiring  Persons   or   their  affiliates,  associates  or
  representatives of any of them, or any person who was directly or
  indirectly proposed or nominated as a director of the Corporation
  by an Acquiring Person or certain related parties and "Continuing
  Directors" are  the  members  of  the  Board  of  Directors as of
  February 24, 1998 or persons  recommended to succeed a Continuing
  Director by a majority of Continuing Directors.
  
                   The  Rights  Agreement  provides that, until the
  Distribution Date, the Rights  will  be transferred with and only
  with the Common Shares.   Until the Distribution Date (or earlier
  redemption  or  expiration  of  the  Rights),  new  Common  Share
  certificates issued after the  Record  Date  upon transfer or new
  issuance of Common Shares  will  contain a notation incorporating
  the Rights Agreement by  reference.   Until the Distribution Date
  (or  earlier  redemption  or   expiration  of  the  Rights),  the
  surrender or  transfer  of  any  certificates  for  Common Shares
  outstanding as of the Record  Date, even without such notation or
  a copy of the Summary of Rights Agreement being attached thereto,
  will also constitute the  transfer  of the Rights associated with
  the Common Shares represented  by  such  certificate.  As soon as
  practicable   following    the    Distribution   Date,   separate
  certificates evidencing  the  Rights  (the  "Right Certificates")
  will be mailed to holders  of  record  of the Common Shares as of
  the close of  business  on  the  Distribution  Date  (and to each
  initial record holder of  certain  Common Shares issued after the
  Distribution Date), and  such  separate  Right Certificates alone
  will evidence the Rights.
  
              The Rights are not exercisable until the Distribution
  Date and will expire  at  the  close  of business on February 23,
  2008, unless earlier  redeemed  by  the  Corporation as described
  below.
  
                In  the  event that any person becomes an Acquiring
  Person (except pursuant to  a  tender  or exchange offer which is
  for all outstanding Common Shares at a price and on terms which a
  majority of the Disinterested Directors determines to be adequate
  and  in  the   best   interests   of   the  Corporation  and  its
  stockholders, other than  such  Acquiring  Person, its affiliates
  and associates (a  "Permitted  Offer")),  each  holder of a Right
  will thereafter have the  right  (the "Flip-In Right") to receive
  upon exercise Common Shares or  one  five-hundredth of a share of
  Preferred Shares (or, in  certain circumstances, other securities
  of the Corporation)  having  a  value  (immediately prior to such
  triggering event) equal to  two  times  the exercise price of the
  Right. Notwithstanding the foregoing, following the occurrence of
  the event described above, all Rights that are, or (under certain
  circumstances specified in the Rights Agreement) were,
   <PAGE>
  
  
  
  
  beneficially owned by any  Acquiring  Person  or any affiliate or
  associate thereof will be null and void.
  
               In  the event that, at any time following the Shares
  Acquisition  Date,  (i)  the  Corporation  consolidates  with, or
  merges into, an Acquiring  Person,  or  an affiliate or associate
  thereof, or any person or  entity in which such Acquiring Person,
  affiliate or associate  has  an  interest  or  which is acting in
  concert with such  Acquiring  Person,  affiliate or associate (an
  "Interested Stockholder"), or any other entity (if all holders of
  Common Shares are not treated alike in such transaction), (ii) an
  Interested Stockholder or  any  other  entity  (if all holders of
  Common  Shares  are  not   treated  alike  in  such  transaction)
  consolidates with, or merges into the Corporation (other than, in
  the case of either transaction  described  in (i) and (ii) above,
  and  certain  reorganization   transactions),   or   (iii)    the
  Corporation sells or otherwise transfers (in one transaction or a
  series of transactions)  50%  or  more  of  the assets or earning
  power of the Corporation to  an  Interested Stockholder or to any
  other entity (if all  holders  of  Common  Shares are not treated
  alike in such  transaction),  proper  provision  shall be made so
  that each holder of a  Right (except Rights which previously have
  been voided as set forth  below)  shall thereafter have the right
  (the "Flip- Over Right") to receive, upon exercise, common shares
  of the acquiring or surviving company  (or, in the event there is
  more than one acquiring  company, the acquiring company receiving
  the greatest portion of the  assets or earning power transferred)
  having a value  equal  to  two  times  the  exercise price of the
  Right.
  
            The Purchase Price payable, and the number of Preferred
  Shares, Common Shares or other securities issuable, upon exercise
  of the Rights are  subject  to  adjustment  from  time to time to
  prevent dilution (i) in the  event  of  a stock dividend on, or a
  subdivision, combination  or  reclassification  of, the Preferred
  Shares, (ii) upon the grant to holders of the Preferred Shares of
  certain rights or warrants to subscribe for or purchase Preferred
  Shares at  a  price,  or  securities  convertible  into Preferred
  Shares with a conversion price, less than the then current market
  price of the Preferred Shares,  or (iii) upon the distribution to
  holders of the Preferred  Shares  of evidences of indebtedness or
  assets (excluding cash  dividends)  or  of subscription rights or
  warrants (other than those referred to above).
  
            The number of outstanding Rights and the Purchase Price
  payable are also subject to  adjustment  in  the event of a stock
  split of the Common  Shares  or  a  stock  dividend on the Common
  Shares payable in  Common  Shares or subdivisions, consolidations
  or combinations of the Common Shares occurring, in any such case,
  prior to the Distribution Date.
  <PAGE>
  
  
  
  
                 Preferred  Shares purchasable upon exercise of the
  Rights will not  be  redeemable,  except  at  the election of the
  Corporation for Common  Shares.    Each  Preferred  Share will be
  entitled to  a  dividend  per  share  of  500  times the dividend
  declared per Common  Share.    In  the  event of liquidation, the
  holders of  the  Preferred  Shares  will  be  entitled (after the
  payment of any  liquidation  preference  on  any  other series of
  preferred stock) to  $100  per  share,  plus  the  holders of the
  Preferred Shares and the holders  of the Common Shares will share
  the remaining assets in the ratio  of  500 to 1 (as adjusted) for
  each Preferred  Share  and  Common  Share  so held, respectively.
  Finally, in  the  event  of  any  merger,  consolidation or other
  transaction in which Common  Shares are exchanged, each Preferred
  Share will be entitled to  receive  500 times the amount received
  per Common  Share.    These  rights  are  protected  by customary
  antidilution provisions.
  
             With certain exceptions, no adjustment in the Purchase
  Price will be  required  until  cumulative adjustments require an
  adjustment of at least 1% in  such Purchase Price.  No fractional
  Preferred Shares will be  issued  (other than fractions which are
  one five-hundredths or integral  multiples of one five-hundredths
  of  a  Preferred  Share,  which  may,  at  the  election  of  the
  Corporation, be evidenced  by  depository  receipts)  and in lieu
  thereof, an adjustment in cash  will  be made based on the market
  price of the Preferred Shares  on  the  last trading day prior to
  the date of exercise or  if  the Preferred Shares are not traded,
  the market price of the Common Shares on such date.
  
             At any time after a person becomes an Acquiring Person
  and prior to the acquisition  by  such  person or group of 50% or
  more of the Common Shares, the  Board of Directors of the Company
  (with the approval of a  majority of the Disinterested Directors)
  may exchange the  Rights  (other  than  the  Rights  owned by the
  Acquiring Person or  its  affiliates  and associates, which shall
  have become void) at an  exchange  ratio  of one Common Share per
  Right  (subject  to  adjustment).  The  Board  of  Directors  can
  substitute one five-hundredths of  a  Preferred Share for some or
  all of the Common Shares per Right.
  
              At  any  time  prior to the earlier to occur of (i) a
  person becoming an Acquiring Person or (ii) the expiration of the
  Rights, and under  certain  other  circumstances, the Corporation
  may redeem the Rights in whole,  but  not  in part, at a price of
  $.01 per Right (the "Redemption Price") which redemption shall be
  effective upon the action  of  the  Board  of Directors (with the
  approval  of  a   majority   of   the  Disinterested  Directors).
  Additionally,  following   the   Shares   Acquisition  Date,  the
  Corporation may redeem the then  outstanding Rights in whole, but
  not in part, at the Redemption Price, provided that such
  <PAGE>
  
  
  
  
  redemption is  in  connection  with  a  merger  or other business
  combination transaction or  series  of transactions involving the
  Corporation in which  all  holders  of  Common Shares are treated
  alike but not involving an  Acquiring Person or its affiliates or
  associates and provided further  that this redemption right shall
  not exist for  180  days  following  the  Shares Acquisition Date
  under certain circumstances.
  
              All  of the provisions of the Rights Agreement may be
  amended by the Board  of  Directors  of the Corporation (with the
  approval of a majority  of  the Disinterested Directors) prior to
  the  Distribution  Date.     After  the  Distribution  Date,  the
  provisions of the Rights Agreement may be amended by the Board of
  Directors  in   order   to   cure   any   ambiguity,   defect  or
  inconsistency, to make changes which  do not adversely affect the
  interests of holders of  Rights  (excluding  the interests of any
  Acquiring Person), or, subject to certain limitations, to shorten
  or lengthen any time period under the Rights Agreement.
  
                Until  a Right is exercised, the holder thereof, as
  such, will have no  rights  as  a stockholder of the Corporation,
  including, without limitation, the  right  to  vote or to receive
  dividends. While  the  distribution  of  the  Rights  will not be
  taxable to  stockholders  of  the  Corporation, stockholders may,
  depending upon the circumstances, recognize taxable income should
  the Rights become exercisable  or  upon the occurrence of certain
  events thereafter.
  
                   This  summary description of the Rights does not
  purport to  be  complete  and  is  qualified  in  its entirety by
  reference to the Rights Agreement,  Exhibit 4.13 hereto, which is
  hereby incorporated herein by reference.
  
  
  Item 7. Financial Statements and Exhibits. 
  
          (b) Exhibits.
  
           3.5  Certificate  of   Incorporation,   as  amended  and
                restated, which  includes,  Restated Certificate of
                Incorporation of Healthcare USA Inc. filed with the
                Office of the  Secretary  of  State  of Delaware on
                July  19,  1985,  Certificate   of  Merger  of  MHP
                Acquisition Corp.  into  Healthcare  USA Inc. filed
                with  the  Office  of  the  Secretary  of  State of
                Delaware  on  September  13,  1986,  Certificate of
                Change of  Registered  Agent  and Registered Office
                filed with the Office of  the Secretary of State of
                Delaware on August 17,  1987, Certificate of Merger
                Merging Maxicare Health  Plans,  Inc. with and into
                Healthcare USA Inc. (including as Exhibit A thereto
                the  Restated   Certificate   of  Incorporation  of
                Healthcare USA Inc.) filed  with  the Office of the
                Secretary of State of Delaware on December 5, 1990,
                Certificate of Correction filed
  
  
  
  
   <PAGE>
  
  
  
  
  
                with  the  Office  of  the  Secretary  of  State of
                Delaware on May 17,  1991, Certificate of Ownership
                and Merger  Merging  HealthAmerica Corporation into
                Maxicare Health Plans,  Inc.  filed with the Office
                of the Secretary of  State  of Delaware on November
                22,  1991,  Certificate  of  Amendment  of Restated
                Certificate  of  Incorporation  of  Maxicare Health
                Plans, Inc. filed with  the Office of the Secretary
                of State of Delaware  on March 9, 1992, Certificate
                of Ownership and Merger  Merging HCS Computer, Inc.
                into Maxicare  Health  Plans,  Inc.  filed with the
                Office of the  Secretary  of  State  of Delaware on
                November 6, 1992, and Certificate of Designation of
                Series B Preferred Stock  of Maxicare Health Plans,
                Inc. filed  with  the  Office  of  the Secretary of
                State of Delaware on February 27, 1998.
  
           4.13 Rights Agreement, dated as  of   February 24, 1998,
                between Maxicare  Health  Plans,  Inc. and American
                Stock Transfer &  Trust  Company,  as Rights Agent,
                which  includes,   as   Exhibit   A   thereto,  the
                Certificate of  Designation  of  Series B Preferred
                Stock of Maxicare Health  Plans, Inc., as Exhibit B
                thereto, the  Form  of  Right  Certificate, Form of
                Assignment, and Form  of  Election to Purchase, and
                as  Exhibit  C  thereto,   the  Summary  of  Rights
                Agreement.  Pursuant to the Rights Agreement, Right
                Certificates  will  not  be  mailed  until  after a
                Shares Acquisition Date  (as  defined in the Rights
                Agreement) or ten days  after a person commences or
                announces its intention  to  commence  an offer if,
                upon consummation thereof, such person would become
                an  Acquiring  Person  (as  defined  in  the Rights
                Agreement).
   
           99.7 Press Release  dated  February  24, 1998 announcing
                the adoption of the Rights Plan. 
  
       
                             SIGNATURES
  
                Pursuant  to the requirements of the Securities and
  Exchange Act of 1934, the  Registrant has duly caused this report
  to be signed  on  its  behalf  by  the  undersigned hereunto duly
  authorized.
  
                             MAXICARE HEALTH PLANS, INC.
  
                             (Registrant)
  
  
                             By:  /s/  Richard A. Link   
                                 Richard A. Link
                                 Chief Financial Officer
  
  
  
  
  
  Date:  March 12, 1998
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text: SECURITIES AND EXCHANGE COMMISSION
  
                       Washington, D.C. 20549
  
                              FORM 8-K
                           CURRENT REPORT
  
               Pursuant to Section 13 or 15(d) of the 
                  Securities Exchange Act of 1934 
  
                 Date of Report: February 24, 1998 
  
                     MAXICARE HEALTH PLANS, INC.
       (Exact name of registrant as specified in its charter)
  
          Delaware            0-12024        95-3615709
          (State or other     (Commission    (IRS Employer
          jurisdiction of     File Number)   Identification No.)
          incorporation)
  
                     1149 South Broadway Street
                       Los Angeles, California
              (Address of principal executive offices)
  
                                90015
  
                             (Zip Code)
  
                            (213) 765-2000
        (Registrant's telephone number, including area code)
  
                           Not  Applicable
    (Former name or former address, if changed since last report)
  Item 5. Other Events
  
                 On  February  24,  1998, the Board of Directors of
  Maxicare  Health  Plans,  Inc.  (the  "Corporation")  declared  a
  dividend distribution of  one  preferred  share purchase right (a
  "Right") for each outstanding  share  of  Common Stock, par value
  $0.01 per share (the "Common  Shares"),  of the Corporation.  The
  dividend is payable to  the  stockholders  of record on March 16,
  1998 (the  "Record  Date"),  and  with  respect  to Common Shares
  issued thereafter, until the Distribution Date (as defined below)
  and, in  certain  circumstances,  with  respect  to Common Shares
  issued after the Distribution Date.    Except as set forth below,
  each Right, when it  becomes exercisable, entitles the registered
  holder to purchase from  the  Corporation one five-hundredth of a
  share  of  Series  B  Preferred   Stock,  $0.01  par  value  (the
  "Preferred Shares"), of the Corporation  at a price of $45.00 per
  one five-hundredth of a  Preferred  Share (the "Purchase Price"),
  subject to adjustment. The  description  and  terms of the Rights
  are set forth  in  a  Rights  Agreement  (the "Rights Agreement")
  between the  Corporation  and  American  Stock  Transfer  & Trust
  Company, as  Rights  Agent  (the  "Rights  Agent"),  dated  as of
  February 24, 1998.
  
                   Initially,  the  Rights  will be attached to all
  certificates representing Common Shares  then outstanding, and no
  separate Right Certificates will be distributed.  The Rights will
  separate from the Common Shares upon the earliest to occur of (i)
  the date of a public announcement that, without the prior consent
  of a majority of the  Disinterested Directors (as defined below),
  a  person  or  group  of  affiliated  or  associated  persons has
  acquired beneficial ownership of  15%  or more of the outstanding
  Common  Shares  (except  pursuant   to   a  Permitted  Offer,  as
  hereinafter defined), or (ii) 10 days  (or such later date as the
  Board may determine)  following  the commencement or announcement
  of  an  intention  to  make  a  tender  or  exchange  offer,  the
  consummation of which would result  in a person or group becoming
  an Acquiring Person  (as  hereinafter  defined)  (the earliest of
  such dates being called the  "Distribution  Date").   A person or
  group whose acquisition  of  Common  Shares causes a Distribution
  Date pursuant to clause (i)  above  is an "Acquiring Person". The
  date that a person or group announces publicly that it has become
  an Acquiring Person is the "Shares Acquisition Date". Any current
  holder that has previously advised  the Corporation that it holds
  in excess of 15%  of  the  Common Shares has been "grandfathered"
  with respect to its current  position, including an allowance for
  certain small incremental additions thereto.
  
               "Disinterested Directors" are "Continuing Directors"
  who are not officers or employees of the Corporation and who are
  not  Acquiring  Persons   or   their  affiliates,  associates  or
  representatives of any of them, or any person who was directly or
  indirectly proposed or nominated as a director of the Corporation
  by an Acquiring Person or certain related parties and "Continuing
  Directors" are  the  members  of  the  Board  of  Directors as of
  February 24, 1998 or persons  recommended to succeed a Continuing
  Director by a majority of Continuing Directors.
  
                   The  Rights  Agreement  provides that, until the
  Distribution Date, the Rights  will  be transferred with and only
  with the Common Shares.   Until the Distribution Date (or earlier
  redemption  or  expiration  of  the  Rights),  new  Common  Share
  certificates issued after the  Record  Date  upon transfer or new
  issuance of Common Shares  will  contain a notation incorporating
  the Rights Agreement by  reference.   Until the Distribution Date
  (or  earlier  redemption  or   expiration  of  the  Rights),  the
  surrender or  transfer  of  any  certificates  for  Common Shares
  outstanding as of the Record  Date, even without such notation or
  a copy of the Summary of Rights Agreement being attached thereto,
  will also constitute the  transfer  of the Rights associated with
  the Common Shares represented  by  such  certificate.  As soon as
  practicable   following    the    Distribution   Date,   separate
  certificates evidencing  the  Rights  (the  "Right Certificates")
  will be mailed to holders  of  record  of the Common Shares as of
  the close of  business  on  the  Distribution  Date  (and to each
  initial record holder of  certain  Common Shares issued after the
  Distribution Date), and  such  separate  Right Certificates alone
  will evidence the Rights.
  
              The Rights are not exercisable until the Distribution
  Date and will expire  at  the  close  of business on February 23,
  2008, unless earlier  redeemed  by  the  Corporation as described
  below.
  
                In  the  event that any person becomes an Acquiring
  Person (except pursuant to  a  tender  or exchange offer which is
  for all outstanding Common Shares at a price and on terms which a
  majority of the Disinterested Directors determines to be adequate
  and  in  the   best   interests   of   the  Corporation  and  its
  stockholders, other than  such  Acquiring  Person, its affiliates
  and associates (a  "Permitted  Offer")),  each  holder of a Right
  will thereafter have the  right  (the "Flip-In Right") to receive
  upon exercise Common Shares or  one  five-hundredth of a share of
  Preferred Shares (or, in  certain circumstances, other securities
  of the Corporation)  having  a  value  (immediately prior to such
  triggering event) equal to  two  times  the exercise price of the
  Right. Notwithstanding the foregoing, following the occurrence of
  the event described above, all Rights that are, or (under certain
  circumstances specified in the Rights Agreement) were,
  beneficially owned by any  Acquiring  Person  or any affiliate or
  associate thereof will be null and void.
  
               In  the event that, at any time following the Shares
  Acquisition  Date,  (i)  the  Corporation  consolidates  with, or
  merges into, an Acquiring  Person,  or  an affiliate or associate
  thereof, or any person or  entity in which such Acquiring Person,
  affiliate or associate  has  an  interest  or  which is acting in
  concert with such  Acquiring  Person,  affiliate or associate (an
  "Interested Stockholder"), or any other entity (if all holders of
  Common Shares are not treated alike in such transaction), (ii) an
  Interested Stockholder or  any  other  entity  (if all holders of
  Common  Shares  are  not   treated  alike  in  such  transaction)
  consolidates with, or merges into the Corporation (other than, in
  the case of either transaction  described  in (i) and (ii) above,
  and  certain  reorganization   transactions),   or   (iii)    the
  Corporation sells or otherwise transfers (in one transaction or a
  series of transactions)  50%  or  more  of  the assets or earning
  power of the Corporation to  an  Interested Stockholder or to any
  other entity (if all  holders  of  Common  Shares are not treated
  alike in such  transaction),  proper  provision  shall be made so
  that each holder of a  Right (except Rights which previously have
  been voided as set forth  below)  shall thereafter have the right
  (the "Flip- Over Right") to receive, upon exercise, common shares
  of the acquiring or surviving company  (or, in the event there is
  more than one acquiring  company, the acquiring company receiving
  the greatest portion of the  assets or earning power transferred)
  having a value  equal  to  two  times  the  exercise price of the
  Right.
  
            The Purchase Price payable, and the number of Preferred
  Shares, Common Shares or other securities issuable, upon exercise
  of the Rights are  subject  to  adjustment  from  time to time to
  prevent dilution (i) in the  event  of  a stock dividend on, or a
  subdivision, combination  or  reclassification  of, the Preferred
  Shares, (ii) upon the grant to holders of the Preferred Shares of
  certain rights or warrants to subscribe for or purchase Preferred
  Shares at  a  price,  or  securities  convertible  into Preferred
  Shares with a conversion price, less than the then current market
  price of the Preferred Shares,  or (iii) upon the distribution to
  holders of the Preferred  Shares  of evidences of indebtedness or
  assets (excluding cash  dividends)  or  of subscription rights or
  warrants (other than those referred to above).
  
            The number of outstanding Rights and the Purchase Price
  payable are also subject to  adjustment  in  the event of a stock
  split of the Common  Shares  or  a  stock  dividend on the Common
  Shares payable in  Common  Shares or subdivisions, consolidations
  or combinations of the Common Shares occurring, in any such case,
  prior to the Distribution Date.
  Preferred  Shares purchasable upon exercise of the
  Rights will not  be  redeemable,  except  at  the election of the
  Corporation for Common  Shares.    Each  Preferred  Share will be
  entitled to  a  dividend  per  share  of  500  times the dividend
  declared per Common  Share.    In  the  event of liquidation, the
  holders of  the  Preferred  Shares  will  be  entitled (after the
  payment of any  liquidation  preference  on  any  other series of
  preferred stock) to  $100  per  share,  plus  the  holders of the
  Preferred Shares and the holders  of the Common Shares will share
  the remaining assets in the ratio  of  500 to 1 (as adjusted) for
  each Preferred  Share  and  Common  Share  so held, respectively.
  Finally, in  the  event  of  any  merger,  consolidation or other
  transaction in which Common  Shares are exchanged, each Preferred
  Share will be entitled to  receive  500 times the amount received
  per Common  Share.    These  rights  are  protected  by customary
  antidilution provisions.
  
             With certain exceptions, no adjustment in the Purchase
  Price will be  required  until  cumulative adjustments require an
  adjustment of at least 1% in  such Purchase Price.  No fractional
  Preferred Shares will be  issued  (other than fractions which are
  one five-hundredths or integral  multiples of one five-hundredths
  of  a  Preferred  Share,  which  may,  at  the  election  of  the
  Corporation, be evidenced  by  depository  receipts)  and in lieu
  thereof, an adjustment in cash  will  be made based on the market
  price of the Preferred Shares  on  the  last trading day prior to
  the date of exercise or  if  the Preferred Shares are not traded,
  the market price of the Common Shares on such date.
  
             At any time after a person becomes an Acquiring Person
  and prior to the acquisition  by  such  person or group of 50% or
  more of the Common Shares, the  Board of Directors of the Company
  (with the approval of a  majority of the Disinterested Directors)
  may exchange the  Rights  (other  than  the  Rights  owned by the
  Acquiring Person or  its  affiliates  and associates, which shall
  have become void) at an  exchange  ratio  of one Common Share per
  Right  (subject  to  adjustment).  The  Board  of  Directors  can
  substitute one five-hundredths of  a  Preferred Share for some or
  all of the Common Shares per Right.
  
              At  any  time  prior to the earlier to occur of (i) a
  person becoming an Acquiring Person or (ii) the expiration of the
  Rights, and under  certain  other  circumstances, the Corporation
  may redeem the Rights in whole,  but  not  in part, at a price of
  $.01 per Right (the "Redemption Price") which redemption shall be
  effective upon the action  of  the  Board  of Directors (with the
  approval  of  a   majority   of   the  Disinterested  Directors).
  Additionally,  following   the   Shares   Acquisition  Date,  the
  Corporation may redeem the then  outstanding Rights in whole, but
  not in part, at the Redemption Price, provided that such
  redemption is  in  connection  with  a  merger  or other business
  combination transaction or  series  of transactions involving the
  Corporation in which  all  holders  of  Common Shares are treated
  alike but not involving an  Acquiring Person or its affiliates or
  associates and provided further  that this redemption right shall
  not exist for  180  days  following  the  Shares Acquisition Date
  under certain circumstances.
  
              All  of the provisions of the Rights Agreement may be
  amended by the Board  of  Directors  of the Corporation (with the
  approval of a majority  of  the Disinterested Directors) prior to
  the  Distribution  Date.     After  the  Distribution  Date,  the
  provisions of the Rights Agreement may be amended by the Board of
  Directors  in   order   to   cure   any   ambiguity,   defect  or
  inconsistency, to make changes which  do not adversely affect the
  interests of holders of  Rights  (excluding  the interests of any
  Acquiring Person), or, subject to certain limitations, to shorten
  or lengthen any time period under the Rights Agreement.
  
                Until  a Right is exercised, the holder thereof, as
  such, will have no  rights  as  a stockholder of the Corporation,
  including, without limitation, the  right  to  vote or to receive
  dividends. While  the  distribution  of  the  Rights  will not be
  taxable to  stockholders  of  the  Corporation, stockholders may,
  depending upon the circumstances, recognize taxable income should
  the Rights become exercisable  or  upon the occurrence of certain
  events thereafter.
  
                   This  summary description of the Rights does not
  purport to  be  complete  and  is  qualified  in  its entirety by
  reference to the Rights Agreement,  Exhibit 4.13 hereto, which is
  hereby incorporated herein by reference.
  
  Item 7. Financial Statements and Exhibits. 
  
          (b) Exhibits.
  
           3.5  Certificate  of   Incorporation,   as  amended  and
                restated, which  includes,  Restated Certificate of
                Incorporation of Healthcare USA Inc. filed with the
                Office of the  Secretary  of  State  of Delaware on
                July  19,  1985,  Certificate   of  Merger  of  MHP
                Acquisition Corp.  into  Healthcare  USA Inc. filed
                with  the  Office  of  the  Secretary  of  State of
                Delaware  on  September  13,  1986,  Certificate of
                Change of  Registered  Agent  and Registered Office
                filed with the Office of  the Secretary of State of
                Delaware on August 17,  1987, Certificate of Merger
                Merging Maxicare Health  Plans,  Inc. with and into
                Healthcare USA Inc. (including as Exhibit A thereto
                the  Restated   Certificate   of  Incorporation  of
                Healthcare USA Inc.) filed  with  the Office of the
                Secretary of State of Delaware on December 5, 1990,
                Certificate of Correction filed
  with  the  Office  of  the  Secretary  of  State of
                Delaware on May 17,  1991, Certificate of Ownership
                and Merger  Merging  HealthAmerica Corporation into
                Maxicare Health Plans,  Inc.  filed with the Office
                of the Secretary of  State  of Delaware on November
                22,  1991,  Certificate  of  Amendment  of Restated
                Certificate  of  Incorporation  of  Maxicare Health
                Plans, Inc. filed with  the Office of the Secretary
                of State of Delaware  on March 9, 1992, Certificate
                of Ownership and Merger  Merging HCS Computer, Inc.
                into Maxicare  Health  Plans,  Inc.  filed with the
                Office of the  Secretary  of  State  of Delaware on
                November 6, 1992, and Certificate of Designation of
                Series B Preferred Stock  of Maxicare Health Plans,
                Inc. filed  with  the  Office  of  the Secretary of
                State of Delaware on February 27, 1998.
  
           4.13 Rights Agreement, dated as  of   February 24, 1998,
                between Maxicare  Health  Plans,  Inc. and American
                Stock Transfer &  Trust  Company,  as Rights Agent,
                which  includes,   as   Exhibit   A   thereto,  the
                Certificate of  Designation  of  Series B Preferred
                Stock of Maxicare Health  Plans, Inc., as Exhibit B
                thereto, the  Form  of  Right  Certificate, Form of
                Assignment, and Form  of  Election to Purchase, and
                as  Exhibit  C  thereto,   the  Summary  of  Rights
                Agreement.  Pursuant to the Rights Agreement, Right
                Certificates  will  not  be  mailed  until  after a
                Shares Acquisition Date  (as  defined in the Rights
                Agreement) or ten days  after a person commences or
                announces its intention  to  commence  an offer if,
                upon consummation thereof, such person would become
                an  Acquiring  Person  (as  defined  in  the Rights
                Agreement).
   
           99.7 Press Release  dated  February  24, 1998 announcing
                the adoption of the Rights Plan. 
  
       
                             SIGNATURES
  
                Pursuant  to the requirements of the Securities and
  Exchange Act of 1934, the  Registrant has duly caused this report
  to be signed  on  its  behalf  by  the  undersigned hereunto duly
  authorized.
  
                             MAXICARE HEALTH PLANS, INC.
  
                             (Registrant)
  
                             By:  /s/  Richard A. Link   
                                 Richard A. Link
                                 Chief Financial Officer
  
  Date:  March 12, 1998