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 (Date of earliest event reported)  September 10, 1996
                                                         -------------------
  
  
  
                           MAXICARE HEALTH PLANS, INC.                     
        --------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
  
  
  
                 Delaware                0-12024           95-3615709      
        ----------------------------    ------------     -------------------
        (State or other jurisdiction    (Commission      (IRS Employer
           of incorporation or          File Number)     Identification No.)
            organization)          
  
  
  
  
  
  
        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 
                                                            --------------
  
  
  
  
  
  
  
  
  
  
                                        1 of 3
        <PAGE>
        Item 5.  Other Events.
                 -------------
  
                 Maxicare Health Plans, Inc.  reported that it believes the
                 availability  of   its   pre-change   net  operating  loss
                 carryforwards  ("NOLs")  for  federal  income  tax  return
                 purposes has increased  by  approximately  $216 million as
                 compared to amounts  previously  quantified as of December
                 31, 1995. This belief  is  based  on a tax report received
                 from the Company's independent  accountants, Ernst & Young
                 LLP,  and  the   Company's   understanding  regarding  the
                 application  of  Sections  382  and  383  of  the Internal
                 Revenue Code of 1986, as amended (the "Code").
  
                 As a result of a  "change of ownership" experienced by the
                 Company on December 5, 1990, the Company's pre-change NOLs
                 of approximately $325 million became subject to limitation
                 under Section 382 of  the  Code.  The Company believes the
                 annual limitation under Section  382  of  the Code for its
                 pre-change NOLs has increased  from  $6.3 million per year
                 to $9.2 million per  year  which represents an increase of
                 approximately $44 million  over  the carryover period from
                 $94 million  to  $138  million.  In  addition, the Company
                 believes approximately  $182  million  of  additional pre-
                 change NOLs are currently available for federal income tax
                 return  purposes  as  of  December  31,  1995  under other
                 provisions of Section 382 of the Code. The pre-change NOLs
                 are subject to a fifteen  year carryover period and expire
                 for federal income tax purposes  in the years 2002 through
                 2005. In the  event  any  of  the  pre-change NOLs are not
                 fully utilized in an annual period, the Company is allowed
  
  
                 to carryover such amounts  to  subsequent years during the
                 carryover period. 
  
                 The Company  believes  approximately  $320  million of the
                 total pre-change NOLs  of  $325  million will be available
                 for utilization  for  federal  income  tax return purposes
                 over  the  carryover  period.  The  Company  is  unable to
                 quantify at this time  to  what  extent  it may be able to
                 fully utilize its  remaining  pre-change  NOLs for federal
                 income tax return purposes prior to their expiration. From
                 December 5, 1990 through December 31, 1995 the Company has
                 utilized approximately $40 million  of the pre-change NOLs
                 for federal income tax  return purposes and has recognized
                 approximately $80 million of pre-change NOLs for financial
                 statement reporting purposes.  The  increase in pre-change
                 NOLs available for  financial statement reporting purposes
                 has not been  fully  determined  at  this time. Should the
                 Company experience  a  second  "change  of ownership", the
                 limitations under Section  382  of  the Code on pre-change
                 NOLs would be recalculated. 
  
                                      2 of 3
        <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 hereunto duly authorized.
  
  
  
  
                                      Maxicare Health Plans, Inc.
                                      ------------------------------
                                            (Registrant)
  
  
  
  
        September 10, 1996            /s/ EUGENE L. FROELICH
                                      ------------------------------
                                          Eugene L. Froelich
                                       Chief Financial Officer
                                      and Executive Vice President -
                                      Finance and Administration
  
  
  
  
  
  
  
                                      3 of 3
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 5773}]
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": "96630303"}, "business-address": {"street1": "1149 S BROADWAY ST", "street2": "SUITE 910", "city": "LOS ANGELES", "state": "CA", "zip": "90015", "phone": "2137652000"}}
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 (Date of earliest event reported)  September 10, 1996
                                                         -------------------
  
                           MAXICARE HEALTH PLANS, INC.                     
        --------------------------------------------------------------------
               (Exact name of registrant as specified in its charter)
  
                 Delaware                0-12024           95-3615709      
        ----------------------------    ------------     -------------------
        (State or other jurisdiction    (Commission      (IRS Employer
           of incorporation or          File Number)     Identification No.)
            organization)          
  
        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 
                                                            --------------
  
                                        1 of 3
  Item 5.  Other Events.
                 -------------
  
                 Maxicare Health Plans, Inc.  reported that it believes the
                 availability  of   its   pre-change   net  operating  loss
                 carryforwards  ("NOLs")  for  federal  income  tax  return
                 purposes has increased  by  approximately  $216 million as
                 compared to amounts  previously  quantified as of December
                 31, 1995. This belief  is  based  on a tax report received
                 from the Company's independent  accountants, Ernst & Young
                 LLP,  and  the   Company's   understanding  regarding  the
                 application  of  Sections  382  and  383  of  the Internal
                 Revenue Code of 1986, as amended (the "Code").
  
                 As a result of a  "change of ownership" experienced by the
                 Company on December 5, 1990, the Company's pre-change NOLs
                 of approximately $325 million became subject to limitation
                 under Section 382 of  the  Code.  The Company believes the
                 annual limitation under Section  382  of  the Code for its
                 pre-change NOLs has increased  from  $6.3 million per year
                 to $9.2 million per  year  which represents an increase of
                 approximately $44 million  over  the carryover period from
                 $94 million  to  $138  million.  In  addition, the Company
                 believes approximately  $182  million  of  additional pre-
                 change NOLs are currently available for federal income tax
                 return  purposes  as  of  December  31,  1995  under other
                 provisions of Section 382 of the Code. The pre-change NOLs
                 are subject to a fifteen  year carryover period and expire
                 for federal income tax purposes  in the years 2002 through
                 2005. In the  event  any  of  the  pre-change NOLs are not
                 fully utilized in an annual period, the Company is allowed
  
                 to carryover such amounts  to  subsequent years during the
                 carryover period. 
  
                 The Company  believes  approximately  $320  million of the
                 total pre-change NOLs  of  $325  million will be available
                 for utilization  for  federal  income  tax return purposes
                 over  the  carryover  period.  The  Company  is  unable to
                 quantify at this time  to  what  extent  it may be able to
                 fully utilize its  remaining  pre-change  NOLs for federal
                 income tax return purposes prior to their expiration. From
                 December 5, 1990 through December 31, 1995 the Company has
                 utilized approximately $40 million  of the pre-change NOLs
                 for federal income tax  return purposes and has recognized
                 approximately $80 million of pre-change NOLs for financial
                 statement reporting purposes.  The  increase in pre-change
                 NOLs available for  financial statement reporting purposes
                 has not been  fully  determined  at  this time. Should the
                 Company experience  a  second  "change  of ownership", the
                 limitations under Section  382  of  the Code on pre-change
                 NOLs would be recalculated. 
  
                                      2 of 3
  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 hereunto duly authorized.
  
                                      Maxicare Health Plans, Inc.
                                      ------------------------------
                                            (Registrant)
  
        September 10, 1996            /s/ EUGENE L. FROELICH
                                      ------------------------------
                                          Eugene L. Froelich
                                       Chief Financial Officer
                                      and Executive Vice President -
                                      Finance and Administration
  
                                      3 of 3