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)  July 18, 1997
                                                   -------------------
  
  
  
                     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 48
  <PAGE>
  
  
  Item 5. Other Events.
          -------------
  
          Maxicare Health Plans,  Inc.  (the "Company") reported that
          its California HMO has  signed  a definitive agreement with
          Molina Medical Centers  ("MMC")  and  has been advised that
          all the necessary regulatory approvals have been granted to
          assign  or  transfer  MMC's   Medi-Cal  contracts  for  the
          provision  of  services  in  San  Bernardino  and Riverside
          Counties (the  "San  Bernardino/  Riverside  Contract") and
          Sacramento County  (the  "Sacramento  Contract"),  with the
          State of California to Maxicare, effective July 1, 1997 for
          approximately  40,000  and  30,000  members,  respectively.
          MMC will become Maxicare's  exclusive Medi-Cal provider in
          those service areas.   The  Company is awaiting receipt of
          fully  executed  documents   from   the  regulatory  bodies
          reflecting their consent  to  the  foregoing assignment and
          transfer.  The term  for  both the San Bernardino/Riverside
          Contract and  the  Sacramento  Contract  is  for the period
          through June 30, 1998. 
  
          It  is  the  Company's  understanding  that  the  state  of
          California currently intends  to  implement  a new Medi-Cal
          managed  care  program  (the   "Two-Plan  Model")  with  an
          approximate effective date of  January  1,  1998 in the San
          Bernardino and  Riverside  Counties.    Under  the Two-Plan
          Model, the state  of  California  through the Department of
          Health Services will contract on  a multi-year basis with a
          commercial health plan and a publicly-sponsored health plan
          to provide HMO services to  Medicaid recipients.  This Two-
          Plan Model has been  designed  in  part as a replacement to
          the  existing  Medicaid   managed   care   program  in  San
          Bernardino and Riverside  Counties  and upon implementation
          of the Two-Plan Model the San Bernardino/Riverside Contract
          assigned to the  Company  will be effectively discontinued.
          At this point in  time  the  Company cannot be certain when
          the Two-Plan Model will  be implemented, and if implemented
          what level of participation  the  Company  will have in the
          Two-Plan Model, if any. 
  
          This Form 8-K  contains  forward-looking  information.  The
          forward-looking statements are  made  pursuant  to the safe
          harbor  provisions  of  the  Private  Securities Litigation
          Reform Act  of  1995.    Forward-looking  statements may be
          significantly impacted by  certain  risks and uncertainties
          including regulatory approval,  the number of beneficiaries
          and the reimbursement rates paid by the State of California
          during the term of  the  MMC Medi-Cal contracts referred to
          above.
  
  
  
                                2 of 48
  <PAGE>
  
  
  Item 7. Financial Statements, Pro Forma Financial Information and
          ---------------------------------------------------------
            Exhibits.
          -----------
  
          (a)  Financial Statements of Businesses Acquired.
               None.
  
          (b)  Pro Forma Financial Information.
               None.
  
          (c)  Exhibits.
  
               Exhibit No. 10.85 - Health Services Agreement
               Between Maxicare, a California Health Plan and Molina
               Medical Centers.
  
               Exhibit No. 99.5 - Press release reporting the
               Company's California HMO has signed a definitive 
               agreement with Molina Medical Centers.
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                3 of 48
  <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)
  
  
  
  
  August 12, 1997               /s/ EUGENE L. FROELICH
                                ------------------------------
                                    Eugene L. Froelich
                                 Chief Financial Officer
                                and Executive Vice President -
                                Finance and Administration
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
  
                                4 of 48
metadata_documents: [{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 5849}]
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": "97656659"}, "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)  July 18, 1997
                                                   -------------------
  
                     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 48
  Item 5. Other Events.
          -------------
  
          Maxicare Health Plans,  Inc.  (the "Company") reported that
          its California HMO has  signed  a definitive agreement with
          Molina Medical Centers  ("MMC")  and  has been advised that
          all the necessary regulatory approvals have been granted to
          assign  or  transfer  MMC's   Medi-Cal  contracts  for  the
          provision  of  services  in  San  Bernardino  and Riverside
          Counties (the  "San  Bernardino/  Riverside  Contract") and
          Sacramento County  (the  "Sacramento  Contract"),  with the
          State of California to Maxicare, effective July 1, 1997 for
          approximately  40,000  and  30,000  members,  respectively.
          MMC will become Maxicare's  exclusive Medi-Cal provider in
          those service areas.   The  Company is awaiting receipt of
          fully  executed  documents   from   the  regulatory  bodies
          reflecting their consent  to  the  foregoing assignment and
          transfer.  The term  for  both the San Bernardino/Riverside
          Contract and  the  Sacramento  Contract  is  for the period
          through June 30, 1998. 
  
          It  is  the  Company's  understanding  that  the  state  of
          California currently intends  to  implement  a new Medi-Cal
          managed  care  program  (the   "Two-Plan  Model")  with  an
          approximate effective date of  January  1,  1998 in the San
          Bernardino and  Riverside  Counties.    Under  the Two-Plan
          Model, the state  of  California  through the Department of
          Health Services will contract on  a multi-year basis with a
          commercial health plan and a publicly-sponsored health plan
          to provide HMO services to  Medicaid recipients.  This Two-
          Plan Model has been  designed  in  part as a replacement to
          the  existing  Medicaid   managed   care   program  in  San
          Bernardino and Riverside  Counties  and upon implementation
          of the Two-Plan Model the San Bernardino/Riverside Contract
          assigned to the  Company  will be effectively discontinued.
          At this point in  time  the  Company cannot be certain when
          the Two-Plan Model will  be implemented, and if implemented
          what level of participation  the  Company  will have in the
          Two-Plan Model, if any. 
  
          This Form 8-K  contains  forward-looking  information.  The
          forward-looking statements are  made  pursuant  to the safe
          harbor  provisions  of  the  Private  Securities Litigation
          Reform Act  of  1995.    Forward-looking  statements may be
          significantly impacted by  certain  risks and uncertainties
          including regulatory approval,  the number of beneficiaries
          and the reimbursement rates paid by the State of California
          during the term of  the  MMC Medi-Cal contracts referred to
          above.
  
                                2 of 48
  Item 7. Financial Statements, Pro Forma Financial Information and
          ---------------------------------------------------------
            Exhibits.
          -----------
  
          (a)  Financial Statements of Businesses Acquired.
               None.
  
          (b)  Pro Forma Financial Information.
               None.
  
          (c)  Exhibits.
  
               Exhibit No. 10.85 - Health Services Agreement
               Between Maxicare, a California Health Plan and Molina
               Medical Centers.
  
               Exhibit No. 99.5 - Press release reporting the
               Company's California HMO has signed a definitive 
               agreement with Molina Medical Centers.
  
                                3 of 48
  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)
  
  August 12, 1997               /s/ EUGENE L. FROELICH
                                ------------------------------
                                    Eugene L. Froelich
                                 Chief Financial Officer
                                and Executive Vice President -
                                Finance and Administration
  
                                4 of 48