content: UNITED STATES
  
                          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 (Date  of  earliest  event reported) With respect to
          Item 5. - July 29, 1994.  With respect to Item 4. - August 1, 1994.
  
  
  
  
                             MAXICARE HEALTH PLANS, INC.                     
                 (Exact name of registrant as specified in its charter)
  
  
  
  
                   Delaware                0-12024           95-3615709      
          (Name or other jurisdiction    (Commission      (IRS Employer
              of incorporation)          File Number)     Identification No.)
  
  
  
  <PAGE>
  
  
            1149 South Broadway Street, Los Angeles, California    90015     
            (Address of principal executive offices)             (Zip Code)
  
  
  
  
          Registrant's telephone number, including area code  (213) 765-2000 
  
  
  
  
                                Exhibit Index at 5 of 6
  
                                        1 of 6
          <PAGE>
          Item 4.  Changes in Registrant's Certifying Accountants.
  
              (a)  Previous independent accountants
  
                   On August 1, 1994 Maxicare Health Plans, Inc. ("Maxicare")
                   dismissed Price Waterhouse as its independent accountants.
  
                   The  reports  of  Price  Waterhouse  on  the  consolidated
                   financial statements for the  past  two years contained no
                   adverse opinion  or  disclaimer  of  opinion  and were not
                   qualified or modified  as  to  uncertainty, audit scope or
                   accounting principles.
  
                   Maxicare's Audit  Committee  participated  in and approved
                   the decision to change independent accountants.
  
                   In connection with  its  audits  for  the  two most recent
                   years and  through  August  1,  1994,  there  have been no
                   disagreements  with  Price  Waterhouse  on  any  matter of
                   accounting principles  or  practices,  financial statement
                   disclosure,  or   auditing   scope   or  procedure,  which
                   disagreement(s), if not  resolved  to  the satisfaction of
                   Price Waterhouse, would have caused them to make reference
                   to  the  subject   matter   of   the  disagreements(s)  in
                   connection with their reports.
  
                   Maxicare has requested  that  Price  Waterhouse furnish it
                   with a letter  addressed  to  the  Securities and Exchange
                   Commission stating whether or not it agrees with the above
                   statements.  A copy of  such  letter, dated August 5, 1994
                   is filed as Exhibit 16 to this Form 8-K.
  
              (b)  New independent accountants
  
                   Maxicare engaged  Ernst  &  Young  as  its new independent
                   accountants as of August  5,  1994.    During the two most
                   recent fiscal years  and  through  August 1, 1994 Maxicare
                   has  not  consulted  with  Ernst  &  Young  regarding  the
                   application  of  accounting   principles  to  a  specified
                   transaction, either completed or  proposed; or the type of
                   audit  opinion  that  might   be  rendered  on  Maxicare's
                   financial statements,  and  neither  a  written report was
                   provided to Maxicare nor oral advice provided that Ernst &
                   Young concluded  was  an  important  factor  considered by
                   Maxicare in  reaching  a  decision  as  to the accounting,
                   auditing or financial reporting  issue; or any matter that
  <PAGE>
  
  
                   was either the subject  of  a  disagreement (as defined in
                   Regulation  S-K   Item   304(a)(1)(iv)   and  the  related
                   instructions to  this  item)  or  a  reportable  event (as
                   described in Regulation S-K Item 304(a)(1)(v)).
  
                                        2 of 6
          <PAGE>
          Item 5.  Other Events
  
                   Maxicare  Health  Plans,  Inc.  realized  net  proceeds of
                   approximately   $4.2   million   from   the   exercise  of
                   outstanding warrants  in  connection  with  its previously
                   announced warrant redemption which was consummated on July
                   29,  1994.      Prior   to   the   redemption  there  were
                   approximately 555,000 warrants  outstanding. In accordance
                   with the  terms  of  the  Warrant Agreement, approximately
                   420,000 of the Company's  warrants were exercised at $9.98
                   per warrant.    All  former  warrant  holders  who did not
                   exercise  their  warrants  are  entitled  to  receive  the
                   redemption price of $.05  per  share  upon tender of their
                   certificates to the warrant agent, American Stock Transfer
                   & Trust Company.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                        3 of 6
          <PAGE>
                                      SIGNATURES
  
  
  
  
               Pursuant to the requirements of the Securities Exchange Act of
          1934, the registrant has duly  caused  this  report to be signed on
          its behalf by the undersigned thereunto duly authorized.
  
  
  
  
                                        Maxicare Health Plans, Inc.
                                              (Registrant)
  
  
          August 5, 1994                By  /s/ EUGENE L. FROELICH  
                                           Eugene L. Froelich
                                           Chief Financial Officer
                                           and Executive Vice President -
                                           Finance and Administration
  
  <PAGE>
  
  
                                        4 of 6
          <PAGE>
                                    INDEX TO EXHIBITS
  
  
  
          Exhibit                                                 Sequential
          Number    Description                                   Page Number
  
            16      Letter re change in certifying accountant      6 of 6
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                         5 of 6
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 6503}]
metadata_filer: {"company-data": {"conformed-name": "MAXICARE HEALTH PLANS INC", "cik": "0000722573", "assigned-sic": "6324", "irs-number": "953615709", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-12024", "film-number": "94542142"}, "business-address": {"street1": "1149 S BROADWAY ST", "street2": "SUITE 910", "city": "LOS ANGELES", "state": "CA", "zip": "90015", "phone": "2137652000"}}
text: UNITED STATES
  
                          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 (Date  of  earliest  event reported) With respect to
          Item 5. - July 29, 1994.  With respect to Item 4. - August 1, 1994.
  
                             MAXICARE HEALTH PLANS, INC.                     
                 (Exact name of registrant as specified in its charter)
  
                   Delaware                0-12024           95-3615709      
          (Name or other jurisdiction    (Commission      (IRS Employer
              of incorporation)          File Number)     Identification No.)
  1149 South Broadway Street, Los Angeles, California    90015     
            (Address of principal executive offices)             (Zip Code)
  
          Registrant's telephone number, including area code  (213) 765-2000 
  
                                Exhibit Index at 5 of 6
  
                                        1 of 6
  Item 4.  Changes in Registrant's Certifying Accountants.
  
              (a)  Previous independent accountants
  
                   On August 1, 1994 Maxicare Health Plans, Inc. ("Maxicare")
                   dismissed Price Waterhouse as its independent accountants.
  
                   The  reports  of  Price  Waterhouse  on  the  consolidated
                   financial statements for the  past  two years contained no
                   adverse opinion  or  disclaimer  of  opinion  and were not
                   qualified or modified  as  to  uncertainty, audit scope or
                   accounting principles.
  
                   Maxicare's Audit  Committee  participated  in and approved
                   the decision to change independent accountants.
  
                   In connection with  its  audits  for  the  two most recent
                   years and  through  August  1,  1994,  there  have been no
                   disagreements  with  Price  Waterhouse  on  any  matter of
                   accounting principles  or  practices,  financial statement
                   disclosure,  or   auditing   scope   or  procedure,  which
                   disagreement(s), if not  resolved  to  the satisfaction of
                   Price Waterhouse, would have caused them to make reference
                   to  the  subject   matter   of   the  disagreements(s)  in
                   connection with their reports.
  
                   Maxicare has requested  that  Price  Waterhouse furnish it
                   with a letter  addressed  to  the  Securities and Exchange
                   Commission stating whether or not it agrees with the above
                   statements.  A copy of  such  letter, dated August 5, 1994
                   is filed as Exhibit 16 to this Form 8-K.
  
              (b)  New independent accountants
  
                   Maxicare engaged  Ernst  &  Young  as  its new independent
                   accountants as of August  5,  1994.    During the two most
                   recent fiscal years  and  through  August 1, 1994 Maxicare
                   has  not  consulted  with  Ernst  &  Young  regarding  the
                   application  of  accounting   principles  to  a  specified
                   transaction, either completed or  proposed; or the type of
                   audit  opinion  that  might   be  rendered  on  Maxicare's
                   financial statements,  and  neither  a  written report was
                   provided to Maxicare nor oral advice provided that Ernst &
                   Young concluded  was  an  important  factor  considered by
                   Maxicare in  reaching  a  decision  as  to the accounting,
                   auditing or financial reporting  issue; or any matter that
  was either the subject  of  a  disagreement (as defined in
                   Regulation  S-K   Item   304(a)(1)(iv)   and  the  related
                   instructions to  this  item)  or  a  reportable  event (as
                   described in Regulation S-K Item 304(a)(1)(v)).
  
                                        2 of 6
  Item 5.  Other Events
  
                   Maxicare  Health  Plans,  Inc.  realized  net  proceeds of
                   approximately   $4.2   million   from   the   exercise  of
                   outstanding warrants  in  connection  with  its previously
                   announced warrant redemption which was consummated on July
                   29,  1994.      Prior   to   the   redemption  there  were
                   approximately 555,000 warrants  outstanding. In accordance
                   with the  terms  of  the  Warrant Agreement, approximately
                   420,000 of the Company's  warrants were exercised at $9.98
                   per warrant.    All  former  warrant  holders  who did not
                   exercise  their  warrants  are  entitled  to  receive  the
                   redemption price of $.05  per  share  upon tender of their
                   certificates to the warrant agent, American Stock Transfer
                   & Trust Company.
  
                                        3 of 6
  SIGNATURES
  
               Pursuant to the requirements of the Securities Exchange Act of
          1934, the registrant has duly  caused  this  report to be signed on
          its behalf by the undersigned thereunto duly authorized.
  
                                        Maxicare Health Plans, Inc.
                                              (Registrant)
  
          August 5, 1994                By  /s/ EUGENE L. FROELICH  
                                           Eugene L. Froelich
                                           Chief Financial Officer
                                           and Executive Vice President -
                                           Finance and Administration
  4 of 6
  INDEX TO EXHIBITS
  
          Exhibit                                                 Sequential
          Number    Description                                   Page Number
  
            16      Letter re change in certifying accountant      6 of 6
  
                                         5 of 6