As Filed with the Securities and Exchange Commission on September 26,
       1996, Registration No.
       ======================================================================

                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                               ----------------------

                                      FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             MAXICARE HEALTH PLANS, INC.
                             ---------------------------

               (Exact name of registrant as specified in its charter)
              DELAWARE                               95-3615709
              --------                               ----------
       (State or other jurisdiction               (I.R.S. Employer
        of incorporation or                        Identification No.)
        organization)

                             1149 South Broadway Street
                            Los Angeles, California 90015
                                   (213) 765-2000       
                            ----------------------------
                      (Address of principal executive offices)

                    MAXICARE HEALTH PLANS, INC. OUTSIDE DIRECTORS

                           1996 FORMULA STOCK OPTION PLAN

                                         AND

                    MAXICARE HEALTH PLANS, INC. SENIOR EXECUTIVES

                               1996 STOCK OPTION PLAN

                                         AND

                 MAXICARE HEALTH PLANS, INC. 1995 STOCK OPTION PLAN

                                         AND

       RESTRICTED STOCK GRANT AGREEMENT  BY  AND BETWEEN MAXICARE HEALTH PLANS,
       INC. AND PETER J. RATICAN, DATED AS OF FEBRUARY 27, 1995

                                         AND

       RESTRICTED STOCK GRANT AGREEMENT  BY  AND BETWEEN MAXICARE HEALTH PLANS,
       INC. AND EUGENE L. FROELICH, DATED AS OF FEBRUARY 27, 1995

       ----------------------------------------------------------------------
                               (Full titles of plans)

                        Index to Exhibits on Page 20 of 24
                                  Page 1 of 24
       <PAGE>
                                  PETER J. RATICAN
                  Chairman of the Board and Chief Executive Officer
                             Maxicare Health Plans, Inc.
                             1149 South Broadway Street
                             Los Angeles, California  90015
                             ------------------------------
                       (Name and address of agent for service)

                                   (213) 765-2000
              -------------------------------------------------------------
              (Telephone number, including area code, of agent for service)


                                      Copy to:
                                Barry L. Burten, Esq.
                        Jeffer, Mangels, Butler & Marmaro LLP
                        2121 Avenue of the Stars, 10th Floor
                            Los Angeles, California 90067
                                   (310) 203-8080


       If any of the securities being registered on this Form are to be offered
       on a  delayed  or  continuous  basis  pursuant  to  Rule  415  under the
       Securities Act of 1933, other than securities offered only in connection
       with dividend or interest reinvestment  plans, check the following line:
       [X]


                           CALCULATION OF REGISTRATION FEE
       ========================================================================
                                          Proposed      Proposed
                                          Maximum       Maximum
                              Amount      Offering      Aggregate    Amount of
       Title of Securities    to be       Price Per     Offering   Registration
       to be Registered     Registered*    Share**      Price**         Fee
       ------------------------------------------------------------------------
       Common Stock
       ($.01 par value)     1,955,000      $20.00     $39,100,000   $13,483.00
       ========================================================================


             * This Registration Statement also includes an indeterminable
               number  of  additional  shares  that  may  become issuable,
               pursuant to the  antidilution  adjustment provisions of the
               Maxicare Health Plans, Inc.  Outside Directors 1996 Formula
               Stock  Option  Plan,  Maxicare  Health  Plans,  Inc. Senior
               Executives 1996 Stock  Option  Plan, Maxicare Health Plans,
               Inc.  1995  Stock  Option   Plan,  Restricted  Stock  Grant
               Agreement by and  between  Maxicare  Health Plans, Inc. and
               Peter J.  Ratican,  dated  as  of  February  27,  1995, and
               Restricted Stock Grant  Agreement  by  and between Maxicare
               Health Plans, Inc.  and  Eugene  L.  Froelich,  dated as of
               February 27, 1995.
                                  Page 2 of 24
       <PAGE>
            ** Amounts in these columns have been estimated solely for the
               purpose of calculating the  registration  fee.  Pursuant to
               Rule 457(c) these amounts  have  been computed on the basis
               of  the  average  of  the  high  and  low  prices  for  the
               Registrant's Common Stock as  reported  by the Nasdaq Stock
               Market on September 24, 1996.

       This  Registration  Statement  on  Form  S-8  includes  a  Form S-3
       Prospectus for use in connection  with  reoffers and resales of the
       Registrant's Common Stock registered  pursuant to such Registration
       Statement on Form S-8  by  "affiliates"  of the Registrant, as that
       term is defined under Rule  405  of  the Securities Act of 1933, as
       amended.


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


               Approximate date of commencement of sale to public:
       From  time  to  time   after  the  Registration  Statement  becomes
       effective.


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




























                                  Page 3 of 24
       <PAGE>
                                     Part I
                                     ------


              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


       Item 1. Plan Information.*

       Item 2. Registrant   Information    and    Employee   Plan   Annual
               Information.*

       *  Information required by Part  I  to  be contained in the section
          10(a) Prospectus is omitted  from  the Registration Statement in
          accordance with Rule 428  under  the  Securities Act of 1933, as
          amended (the  "Act"),  and  the  Note  to  Part  I  of Form S-8.
          Documents containing the  information  specified  in this Part I
          will be sent or given  to  holders of options under the Maxicare
          Health Plans, Inc. Outside  Directors  1996 Formula Stock Option
          Plan, Maxicare Health Plans,  Inc.  Senior Executives 1996 Stock
          Option Plan, and Maxicare  Health  Plans, Inc. 1995 Stock Option
          Plan or  Restricted  Stock  Grant  Agreements  entered into with
          Peter J. Ratican or Eugene  L.  Froelich in accordance with Rule
          428(b)(1) of the Act.



























                                  Page 4 of 24
       <PAGE>
       PROSPECTUS               1,955,000 Shares

                           MAXICARE HEALTH PLANS, INC.

                                  Common Stock

                            $ .01 par value per share



       This Prospectus covers 1,955,000 shares  of Common Stock, par value
       $.01 per share,  of  Maxicare  Health  Plans, Inc. (the "Company"),
       issuable (i)  upon  exercise  of  options  granted  to non-employee
       directors under the Company's  Outside Directors 1996 Formula Stock
       Option Plan (the  "Formula  Plan"),  (ii)  upon exercise of options
       granted to senior executives  under the Company's Senior Executives
       1996 Stock Option Plan  (the  "Senior Executives Plan"), (iii) upon
       exercise  of  options  granted  to  directors,  officers  and other
       employees under the Company's  1995  Stock  Option Plan, as amended
       (the "1995 Plan") and (iv)  under restricted stock grant agreements
       entered into by and between  the  Company  and Peter J. Ratican and
       Eugene L. Froelich,  respectively,  dated  as  of February 27, 1995
       (the "Stock  Grant  Agreements").    These  directors, officers and
       other employees may be deemed  "affiliates" of the Company, as that
       term is defined under Rule 405 under the Securities Act of 1933, as
       amended (the "Act").  

       The Common  Stock  of  the  Company  is  currently traded over-the-
       counter under the symbol MAXI.  Trading in these shares is reported
       by the Nasdaq Stock Market ("NASDAQ").

       Each  of  the  persons  named  herein  under  the  caption "Selling
       Stockholders" will only offer and sell the shares which may be sold
       by such person  hereunder  from  time  to  time in ordinary trading
       transactions on NASDAQ at  such  prices  as may be obtainable, with
       such  person  paying  not  more  than  customary  selling  brokers'
       commission plus transfer taxes.   The  Company will not receive any
       proceeds from the sale of these  shares  of Common Stock.  Any such
       person  effecting  resales  of  shares  obtained  may  possibly  be
       considered an "underwriter", as that term is defined by the Act. 

       This  Prospectus  does  not  constitute  an  offer  to  sell  or  a
       solicitation of an offer to  buy  securities in any jurisdiction in
       which it is unlawful to make such offer or solicitation.

       No person has been authorized  to  give  any information or to make
       any representations, other than those contained in this Prospectus,
       in connection with the offer  contained in this Prospectus, and, if
       given or made, such  other  information or representations must not
       be relied upon as having  been  authorized by the Company.  Neither
       the delivery of this Prospectus, nor any sale made hereunder shall,
       under any circumstances, create an  implication that there has been
       no change in the affairs of the Company since the date hereof.

                                        1

                                  Page 5 of 24
       <PAGE>
       The executive offices  of  the  Company  are  located at 1149 South
       Broadway Street, Los Angeles,  California  90015, and its telephone
       number is (213) 765-2000.


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


       THESE SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED BY THE
       SECURITIES AND EXCHANGE  COMMISSION  NOR  HAS THE COMMISSION PASSED
       UPON  THE  ACCURACY   OR   ADEQUACY   OF   THIS  PROSPECTUS.    ANY
       REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.


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


       The date of this Prospectus is September 26, 1996.
































                                        2

                                  Page 6 of 24
       <PAGE>



                                TABLE OF CONTENTS



                                                                    PAGE



       AVAILABLE INFORMATION.......................................   4


       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............   4


       THE COMPANY.................................................   5


       SELLING STOCKHOLDERS........................................   6


       PLAN OF DISTRIBUTION........................................   9


       LEGAL MATTERS...............................................   9























                                        3

                                  Page 7 of 24
       <PAGE>
                              AVAILABLE INFORMATION



       This Prospectus, as permitted by  the  Rules and Regulations of the
       Securities  and  Exchange   Commission  (the  "Commission"),  omits
       certain information contained in  a  registration statement on Form
       S-8 (the "Registration Statement") which the Company has filed with
       the Commission  under  the  Act,  and  reference  is  made  to that
       Registration Statement and exhibits thereto for further information
       with respect to the Company and the securities offered hereby.  The
       Registration Statement may be inspected without charge by anyone in
       the public reference facilities  of  the Commission located at Room
       1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of
       all or any part of the  Registration Statement may be obtained from
       the Commission at prescribed rates.

       The Company is  subject  to  the  informational requirements of the
       Securities Exchange Act of  1934  and in accordance therewith files
       reports,  proxy   statements   and   other   information  with  the
       Commission.  Such reports,  proxy  statements and other information
       can be inspected and copied at the offices of the Commission at 450
       Fifth Street, N.W.,  Washington,  D.C.  20549;  Suite 1300, 7 World
       Trade Center, New York, New  York  10048; 11th Floor, 5670 Wilshire
       Boulevard, Los Angeles, California  90036; and Suite 1400, 500 West
       Madison  Street,  Chicago,  Illinois  60661;  and  copies  of  such
       materials can be obtained  from  the Public Reference facilities of
       the Commission located at 450  Fifth Street, N.W., Washington, D.C.
       20549, at prescribed rates.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


       The following documents  are  incorporated  into this Prospectus by
       reference:

         (a) The  Company's  Quarterly  Reports   on  Form  10-Q  for  the
             quarterly periods ended March 31, 1996 and June 30, 1996; 

         (b) The  Company's  Proxy   Statement   for   Annual  Meeting  of
             Stockholders held on July 26, 1996;

         (c) The Company's Annual Report on Form 10-K, as amended, for the
             year ended December 31, 1995;

         (d) The  Company's  Proxy   Statement   for   Annual  Meeting  of
             Stockholders held on July 28, 1995;

         (e) The Company's Annual Report on  Form  10-K for the year ended
             December 31, 1994; and

         (f) The description of the Company's Common Stock included in the
             Company's Registration Statement on Form 10 filed January 17,
             1991.
                                        4

                                  Page 8 of 24
       <PAGE>
       All documents subsequently filed by the Company with the Commission
       pursuant to sections 13(a), 13(c), 14  or 15(d) of the Exchange Act
       prior to the filing  of  a post-effective amendment which indicates
       that  all  securities  offered  hereby  have  been  sold  or  which
       deregisters all securities then  remaining  unsold, shall be deemed
       to be incorporated by reference  and  to  be a part hereof from the
       date of filing of such documents.

       Any statement contained in a  document incorporated or deemed to be
       incorporated by reference herein shall  be deemed to be modified or
       superseded for purposes of  this  Prospectus  to  the extent that a
       statement contained herein, or  in  any subsequently filed document
       which  is  also  incorporated  by  reference  herein,  modifies  or
       supersedes  such  statement.    Any  such  statements  modified  or
       superseded  shall  not  be   deemed,   except  as  so  modified  or
       superseded, to constitute part of this Prospectus.

       The Company will provide without  charge  to  each person to whom a
       copy of  this  Prospectus  is  delivered,  on  the  written or oral
       request of any such person, a  copy  of any or all of the documents
       incorporated herein by  reference  (not  including exhibits thereto
       unless such  exhibits  are  specifically  incorporated by reference
       into the information that  the Registration Statement incorporates)
       and the Company's latest  Annual  Report to stockholders.  Requests
       for such copies  should  be  directed  to  the  Company, 1149 South
       Broadway Street, Los Angeles,  90015,  Attention: Peter J. Ratican,
       Chairman of the Board and Chief Executive Officer, (213) 765-2000.


                                   THE COMPANY


       Maxicare Health Plans, Inc.,  a  Delaware corporation ("MHP"), is a
       holding company which  owns  various  subsidiaries primarily in the
       field of managed health care.    MHP  owns and operates a system of
       seven  health  maintenance  organizations  ("HMOs")  in California,
       Indiana, Illinois, Louisiana,  North  Carolina, South Carolina, and
       Wisconsin  and  additionally  operates  Maxicare  Life  and  Health
       Insurance Company  and  HealthAmerica  Corporation.   Through these
       subsidiaries, the  Company  offers  an  array  of  employee benefit
       packages including traditional HMO, preferred provider organization
       ("PPO"), exclusive provider organization, life and accidental death
       and dismemberment policies,  administrative services only programs,
       wellness programs, outcomes measures and high dollar claims audits.
       In addition,  the  Company  offers  a  number  of pharmacy programs
       including benefit design,  formulary  management, claims processing
       and mail order services for employers and their employees.

       Through its HMO operations,  the  Company arranges for the delivery
       of  comprehensive  health  care  services  to  its  members  for  a
       predetermined prepaid fee.  The  Company provides these services by
       contracting on a prospective basis with physician groups for a
                                         5

                                   Page 9 of 24
       <PAGE>
       fixed fee per member per month, regardless of the extent and nature
       of services, and with hospitals and other providers under a variety
       of fee arrangements.    The  Company  offers  a  full complement of
       health  benefits,  including  physician,  hospital,  dental, vision
       care, prescription drug and health education services.

       The Company's principal executive offices are located at 1149 South
       Broadway Street, Los  Angeles,  California  90015 and its telephone
       number is (213) 765-2000.


                              SELLING STOCKHOLDERS


       Set forth below is a list of Selling Stockholders hereunder, and as
       of the date hereof, the aggregate number of shares of the Company's
       Common Stock beneficially  owned  by  each Selling Stockholder, the
       number of options to purchase  shares of the Company's Common Stock
       held by each  Selling  Stockholder  pursuant  to  the Formula Plan,
       Senior Executives Plan, 1995  Plan  and the Stock Grant Agreements,
       as well as  the  number  of  shares  of  the Company's Common Stock
       included in this Prospectus  for  each  Selling Stockholder and the
       amount and percentage of  the  class  to  be  owned by such Selling
       Stockholder after completion of the offering.  The Company does not
       know when  or  if  the  Selling  Stockholders  will  exercise their
       options or dispose of the  shares  of  Common Stock covered by this
       Prospectus.  The address of each of the Selling Stockholders is c/o
       Maxicare  Health  Plans,  Inc.,  1149  South  Broadway  Street, Los
       Angeles,  California  90015.     The  position  or  other  material
       relationship which each of the  Selling Stockholders has or has had
       with the Company for at  least  the  past  three years is set forth
       following his or her name.


















                                         6

                                  Page 10 of 24
       <PAGE>
       <TABLE>
       <CAPTION>

       <S>                          <C>            <C>             <C>            <C>           <C>           <C>
                                                                                                    TOTAL      
                                        TOTAL        OPTIONS TO      SHARES OF                    SHARES OF       % OF
                                      SHARES OF       PURCHASE      COMMON STOCK    SHARES OF    COMMON STOCK  COMMON STOCK
       NAME AND                      COMMON STOCK    COMMON STOCK      UNDER       COMMON STOCK  BENEFICIALLY  BENEFICIALLY
       RELATIONSHIP                  BENEFICIALLY    UNDER OPTION   STOCK GRANT    INCLUDED IN   OWNED AFTER   OWNED AFTER
       TO COMPANY                      OWNED(1)       PLANS (2)      AGREEMENTS    PROSPECTUS     OFFERING      OFFERING(3)

       Peter J. Ratican,             562,996(4)       70,000(5)       65,000         135,000       427,996        2.4%
       Chairman of the Board,
       Chief Executive
       Officer and President

       Eugene L. Froelich,           562,778(4)       70,000(5)       65,000         135,000       427,778        2.4%
       Chief Financial
       Officer, Executive Vice
       President - Finance
       and Administration
       and Director

       Alan D. Bloom,                    362           5,000(6)                        5,000           362        *
       Senior Vice President,
       Secretary and General
       Counsel

       Warren D. Foon,                31,694(7)       30,000(6)                       30,000        31,694        *
       Vice President and 
       General Manager, 
       Maxicare

       Aivars L. Jerumanis,           31,001(8)       10,000(6)                       10,000        31,001        *
       Chief Information Officer
       and Senior Vice President -
       Management Information
       Systems

       Robert J. Landis,              30,001(9)       20,000(6)                       20,000        30,001        *
       Treasurer

       Sanford N. Lewis,               1,706(10)      20,000(6)                       20,000         1,706        *
       Vice President -
       Administrative Services

       Richard A. Link,               55,022(11)      20,000(6)                       20,000        55,022        *
       Chief Accounting Officer
       and Senior Vice
       President - Accounting

       Vicki F. Perry,                56,083(12)      20,000(6)                       20,000        56,083        *
       Vice President and
       General Manager,
       Maxicare Indiana, Inc.

       Claude S. Brinegar,            14,000(13)       5,000(14)                       5,000        14,000        *
       Director (15)

       Florence F. Courtright,        10,000(13)       5,000(14)                       5,000        10,000        *
       Director (15)

       Thomas W. Field, Jr.,          20,000(16)       5,000(14)                       5,000        20,000        *
       Director (15)

       Charles E. Lewis,                  16           5,000(14)                       5,000            16        *
       Director (15)

       Alan S. Manne,                 10,500(13)       5,000(14)                       5,000        10,500        *
       Director (15)

                               

            *  Indicates less than one percent (1%).
                                         7

                                  Page 11 of 24
       <PAGE>
           (1) In setting forth "beneficial" ownership, the rules of the Securities and Exchange Commission require that
       shares underlying currently exercisable options, including options  which become exercisable within 60 days, held
       by a described person be treated as "beneficially" owned  and further require that every person who has or shares
       the power to vote or to dispose of shares of stock  be reported as a "beneficial" owner of all shares as to which
       any such sole or shared power exists.  As a  consequence, shares which are not yet outstanding are, if obtainable
       upon exercise of an option which is exercisable  or  will become exercisable within sixty (60) days, nevertheless
       treated as "beneficially"  owned  by  the  designated  person,  and  several  persons  may  be  deemed  to be the
       "beneficial" owners of the same securities if they share the power to vote or dispose of them.

           (2) Options to Purchase Common Stock  Under  Option  Plans  include  options  granted under the Formula Plan,
       Senior Executives Plan and  the  1995  Plan.    Options  granted  under  the  Formula  Plan shall vest and become
       exercisable six months after the date of grant.   Options granted under the Senior Executives Plan shall vest and
       become exercisable on the date of grant.  Options  granted  under the 1995 Plan shall vest and become exercisable
       on the following dates: (i) 1/3 of the option  shares  one  year  after the date of grant, (ii) 1/3 of the option
       shares two years after the date of grant, and (iii) 1/3 of the option shares three years after the date of grant.

           (3) Assumes 17,539,318 shares of Common Stock outstanding,  and with respect to each listed beneficial owner,
       (i) the exercise or conversion of any option or  right  held by each such owner exercisable or convertible within
       60 days, and (ii) the exercise or conversion  of  any  option  or  right held by each such owner included in this
       prospectus.

           (4) Includes 497,778 shares which are  subject  to  options  which  are  currently exercisable or will become
       exercisable within sixty (60) days.  Also includes 65,000 shares of restricted Common Stock which may be voted by
       the beneficial owner but which are subject  to  forfeiture  until  February  27, 1998.  Beneficial owner has sole
       voting and dispositive power over all shares except the  shares of restricted Common Stock.  Beneficial owner has
       sole voting power over the restricted Common Stock but  will not have investment power over the restricted Common
       Stock until the termination of the forfeiture period.

           (5) Options granted under the Senior Executives Plan which are currently exercisable.

           (6) Options granted under the 1995 Plan.

           (7) Includes 31,667 shares subject to options granted  under  the  Company's 1990 Stock Option Plan which are
       currently exercisable.

           (8) Includes 25,001 shares subject to options granted  under  the  Company's 1990 Stock Option Plan which are
       currently exercisable.

           (9) Includes 30,001 shares subject to options granted  under  the  Company's 1990 Stock Option Plan which are
       currently exercisable.

          (10) Includes 1,634 shares subject to options  granted  under  the  Company's 1990 Stock Option Plan which are
       currently exercisable.

          (11) Includes 55,001 shares subject to options granted  under  the  Company's 1990 Stock Option Plan which are
       currently exercisable.

          (12) Includes 55,834 shares subject to options granted  under  the  Company's 1990 Stock Option Plan which are
       currently exercisable.

          (13) Includes 10,000 shares subject to options granted  under  the  Company's 1990 Stock Option Plan which are
       currently exercisable.

          (14) Options granted under the Formula Plan.

          (15) Does not include 622,358  shares  of  Common  Stock  (the  "Unallocated  Shares")  held by the Company as
       disbursing agent for the benefit of creditors and holders of interests and equity claims under the Company's plan
       of reorganization effective December  5,  1990  (the  "Reorganization  Plan").   The Company disclaims beneficial
       ownership of these shares.  Under certain circumstances, the  independent directors of the Board (as such term is
       defined by the Reorganization Plan)  have  rights  to  vote  the  Unallocated Shares.  Currently, the independent
       directors are Messrs. Brinegar, Field, Lewis  and  Manne  and  Ms. Courtright (the "Independent Directors").  The
       Independent Directors disclaim beneficial ownership of these shares.

          (16) Includes 20,000 shares subject to options granted  under  the  Company's 1990 Stock Option Plan which are
       currently exercisable.
       </TABLE>
                                         8

                                  Page 12 of 24
       <PAGE>
                              PLAN OF DISTRIBUTION



       The Company does not know when  or if the Selling Stockholders will
       exercise their options or  dispose  of  the  shares of Common Stock
       covered by this Prospectus.


                                  LEGAL MATTERS


       Legal matters in  connection  with  the  issuance of the securities
       offered hereby have been  passed  upon  for  the Company by Jeffer,
       Mangels, Butler & Marmaro LLP, Los Angeles, California.



































                                         9

                                  Page 13 of 24
       <PAGE>
                                     Part II
                                     -------


               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


       Item 3.   Incorporation of Documents by Reference.

                 The  Registrant  hereby  incorporates  by  reference  the
                 following  documents:  (i)   the  Registrant's  Quarterly
                 Reports on  Form  10-Q  for  the  quarterly periods ended
                 March 31, 1996 and  June  30, 1996; (ii) the Registrant's
                 Proxy Statement for  Annual  Meeting of Stockholders held
                 on July 26, 1996; (iii) the Registrant's Annual Report on
                 Form 10-K, as amended,  for  the  year ended December 31,
                 1995; (iv) the  Registrant's  Proxy  Statement for Annual
                 Meeting of Stockholders held  on  July  28, 1995; (v) the
                 Registrant's Annual  Report  on  Form  10-K  for the year
                 ended December 31, 1994; and  (vi) the description of the
                 Registrant's Common  Stock  included  in the Registrant's
                 Registration Statement  on  Form  10,  (File  No. 012024)
                 filed January  17,  1991.    In  addition,  all documents
                 subsequently filed by the Registrant pursuant to sections
                 13(a), 13(c), 14 and 15(d)  of the Exchange Act, prior to
                 the  filing  of   a   post-effective   amendment  to  the
                 Registration   Statement   which   indicates   that   all
                 securities  offered  hereby  have   been  sold  or  which
                 deregisters all  such  securities  then remaining unsold,
                 shall be deemed  to  be  incorporated by reference herein
                 and to be a part hereof  from  the date of filing of such
                 documents except as to  any  portion of any future Annual
                 or Quarterly Report to  Stockholders  which is not deemed
                 to be filed under said provisions.  Any statement made in
                 a document  incorporated  by  reference  herein  shall be
                 deemed to be modified or  superseded for purposes of this
                 Registration Statement to the  extent that such statement
                 is replaced or  modified  by  a  statement contained in a
                 subsequently dated document  incorporated by reference or
                 contained in this Registration Statement.

       Item 4.   Description of Securities.

                 Not applicable.

       Item 5.   Interests of Named Experts and Counsel.

                 Not applicable.

       Item 6.   Indemnification of Directors and Officers.

                 Under  Article  Eighth   of   the  Registrant's  Restated
                 Certificate  of  Incorporation,  each  person  who  is  a
                 director or officer of the Registrant shall be
                                         10

                                  Page 14 of 24
       <PAGE>
       indemnified by the Registrant  to  the  fullest extent permitted by
       section 145 of the General Corporation Law of Delaware (the "GCL").

                 Section 145(a) of the General Corporation Law of Delaware
                 permits a corporation to indemnify any director, officer,
                 employee or agent  of  the  corporation against expenses,
                 judgments,  fines  and  amounts  paid  in  settlement  or
                 incurred by him or her  in connection with any proceeding
                 arising out of his  or  her  status as director, officer,
                 employee or agent if such  person acted in good faith and
                 in a manner he or she reasonably believed to be in or not
                 opposed to the  best  interests  of the corporation, and,
                 with respect to  any  criminal  action, had no reasonable
                 cause to believe his or her conduct was unlawful.  To the
                 extent that such a person  has been successful in defense
                 of any such action or claim, section 145(c) provides that
                 he or she shall  be indemnified against expenses incurred
                 by him or her in connection therewith.

                 Under section 145(e), a corporation also has the power to
                 purchase  and  maintain   insurance   on  behalf  of  any
                 director,  officer,   employee   or   agent  against  any
                 liability arising  out  of  his  or  her  status as such,
                 whether or not the  corporation  would  have the power to
                 indemnify him or her against such liability.  

                 The  Registrant  maintains  an  Officers'  and Directors'
                 Liability  Policy  insuring  its  officers  and directors
                 against certain liabilities and expenses incurred by them
                 in their capacities as  such, and insuring the Registrant
                 under   certain   circumstances   to   the   extent  that
                 indemnification payments are  made  by  the Registrant to
                 such officers and directors.  

                 The   Registrant   has   entered   into   employment  and
                 indemnification    agreements    (the    "Indemnification
                 Agreements") with certain  of its officers (individually,
                 an  "Indemnitee").      The   Indemnification  Agreements
                 provide, among other  things,  for indemnification to the
                 fullest extent  permitted  by  law  against  any  and all
                 costs,    claims,    judgments,    fines,    settlements,
                 liabilities, and fees  or  expenses (including attorney's
                 fees) incurred in connection with any proceedings arising
                 out of the  Indemnitee's  actions  or  in  actions in his
                 capacity as an officer of  the  Registrant.  In the event
                 the Indemnitee is no longer employed by the Registrant at
                 the time  his  attendance  is  required  at  a proceeding
                 pursuant to which he is  entitled to be indemnified, then
                 the Indemnitee shall be entitled  to be paid a stipend in
                 the amount of $1,000 per  day to reimburse the Indemnitee
                 for all  reasonable  travel,  hotel  and  living expenses
                 incurred by him in connection  with such attendance.  The
                 Indemnification Agreements provide for the prompt
                                         11

                                  Page 15 of 24
       <PAGE>
       advancement of all expenses to the Indemnitee and for reimbursement
       to Registrant if it is  found  that such Indemnitee is not entitled
       to such indemnification under applicable law.

       Item 7.   Exemption from Registration Claimed.

                 Not applicable.

       Item 8.   Exhibits.

                 The Exhibits to the  Registration Statement are listed in
                 the Index to Exhibits elsewhere herein.

       Item 9.   Undertakings.

                 (a)    The undersigned Registrant hereby undertakes:

                    (1) To file, during any period in which offers or sales
                        are being made of the securities registered hereby,
                        a  post-effective  amendment  to  this Registration
                        Statement:

                        (i)   To include any prospectus required by section
                              10(a)(3) of the Act;
                        (ii)  To reflect  in  the  Prospectus  any facts or
                              events arising  after  the  effective date of
                              the  Registration  Statement   (or  the  most
                              recent   post-effective   amendment  thereof)
                              which,  individually  or  in  the  aggregate,
                              represent  a   fundamental   change   in  the
                              information set  forth  in  this Registration
                              Statement;
                        (iii) To  include  any  material  information  with
                              respect  to  the  plan  of  distribution  not
                              previously  disclosed  in  this  Registration
                              Statement  or  any  material  change  to such
                              information in  this  Registration Statement;
                              provided, however, that  the undertakings set
                              forth in paragraphs  (a)(1)(i) and (a)(1)(ii)
                              do not apply  if  the information required to
                              be included in  a post-effective amendment by
                              those  paragraphs  is  contained  in periodic
                              reports filed by  the  Registrant pursuant to
                              section 13 or  section  15(d) of the Exchange
                              Act that  are  incorporated  by  reference in
                              this Registration Statement.

                    (2) That, for the purpose  of determining any liability
                        under the Act,  each  such post-effective amendment
                        shall be deemed to  be a new registration statement
                        relating to the securities offered therein, and the
                        offering of such securities  at  that time shall be
                        deemed  to  be  the   initial  bona  fide  offering
                        thereof.
                                         12

                                  Page 16 of 24
       <PAGE>
                    (3) To remove from  registration  by  means  of a post-
                        effective amendment  any  of  the  securities being
                        registered which remain  unsold  at the termination
                        of the offering.

                 (b)    The   undersigned    Registrant    hereby   further
                        undertakes that,  for  purposes  of determining any
                        liability  under  the  Act,   each  filing  of  the
                        Registrant's  Annual  Report  pursuant  to  section
                        13(a) or section 15(d) of  the Exchange Act that is
                        incorporated  by  reference   in  the  Registration
                        Statement shall be deemed  to be a new Registration
                        Statement  relating   to   the  securities  offered
                        therein, and  the  offering  of  such securities at
                        that time shall be  deemed  to  be the initial bona
                        fide offering thereof.

                 (c)    Insofar as indemnification  for liabilities arising
                        under  the  Act  may  be  permitted  to  directors,
                        officers and controlling  persons of the Registrant
                        pursuant to the foregoing provisions, or otherwise,
                        the Registrant has been advised that in the opinion
                        of  the  Securities  and  Exchange  Commission such
                        indemnification  is   against   public   policy  as
                        expressed   in   the   Act   and   is,   therefore,
                        unenforceable.   In  the  event  that  a  claim for
                        indemnification  against  such  liabilities  (other
                        than the  payment  by  the  Registrant  of expenses
                        incurred  or  paid   by   a  director,  officer  or
                        controlling  person  of   the   Registrant  in  the
                        successful  defense   of   any   action,   suit  or
                        proceeding) is asserted  by  such director, officer
                        or  controlling  person   in  connection  with  the
                        securities being  registered,  the Registrant will,
                        unless in the opinion of its counsel the matter has
                        been settled by controlling  precedent, submit to a
                        court  of  appropriate  jurisdiction  the  question
                        whether  such  indemnification  by  it  is  against
                        public policy as expressed  in  the Act and will be
                        governed by the final adjudication of such issue. 










                                         13

                                  Page 17 of 24
       <PAGE>
                                    SIGNATURES


           Pursuant to the requirements  of  the  Securities Act of 1933, the
       Registrant certifies that it has reasonable grounds to believe that it
       meets all of the  requirements  for  filing  on  Form S-8 and has duly
       caused this Registration Statement to  be  signed on its behalf by the
       undersigned, thereunto duly  authorized  in  the  City of Los Angeles,
       State of California, on the 26th day of September, 1996.


                            MAXICARE HEALTH PLANS, INC.


                            By: /s/ Peter J. Ratican
                                ------------------------------------------
                                    Peter J. Ratican
                                    Chairman of the Board, Chief Executive
                                    Officer (Principal Executive Officer)


       Pursuant to the  requirements  of  the  Securities  Act  of 1933, this
       Registration Statement has been signed  below by the following persons
       in the capacities and on the dates indicated.

       Each person whose signature  appears  below  appoints Peter J. Ratican
       and  Eugene  L.  Froelich,  and  each  of  them,  with  full  power of
       substitution and  resubstitution,  his  true  and lawful attorneys-in-
       fact, for him  in  any  and  all  capacities,  to  sign any amendments
       (including post-effective amendments)  to  this Registration Statement
       and to file the same,  with  exhibits  thereto, and other documents in
       connection therewith, with the Securities and Exchange Commission.


                 Signature                  Title                Date
                 ---------                  -----                ----



           /s/ Peter J. Ratican       Principal Executive  September 26, 1996
           ----------------------     Officer, Director    ------------------
               Peter J. Ratican                                  Date



           /s/ Eugene L. Froelich     Principal Financial  September 26, 1996
           ----------------------     Officer, Director    ------------------
               Eugene L. Froelich                                Date



           /s/ Richard A. Link        Principal Accounting September 26, 1996
           ----------------------     Officer              ------------------
               Richard A. Link                                   Date
                                         14

                                  Page 18 of 24
       <PAGE>
               Signature                  Title                  Date
               ---------                  -----                  ----



           /s/ Claude S. Brinegar        Director          September 21, 1996
           --------------------------                      ------------------
               Claude S. Brinegar                                Date



           /s/ Florence F. Courtright    Director          September 24, 1996
           --------------------------                      ------------------
               Florence F. Courtright                            Date



           /s/ Thomas W. Field, Jr.      Director          September 19, 1996
           --------------------------                      ------------------
               Thomas W. Field, Jr.                              Date



           /s/ Dr. Charles E. Lewis      Director          September 19, 1996
           --------------------------                      ------------------
               Dr. Charles E. Lewis                              Date



           /s/ Alan S. Manne             Director          September 19, 1996
           --------------------------                      ------------------
               Alan S. Manne                                     Date


















                                         15

                                  Page 19 of 24
       <PAGE>
                                 INDEX TO EXHIBITS



               Sequentially
       Exhibit   Numbered
        Number     Page      Description                                   

           4.1               Form  of  Certificate  of  New  Common  Stock of
                             Maxicare Health Plans, Inc.*

           5.1  21 of 24     Opinion of Jeffer, Mangels, Butler & Marmaro LLP

          24.2  23 of 24     Consent of Ernst & Young LLP

          24.3  24 of 24     Consent of Price Waterhouse LLP

          25.1  18 of 24     Power of Attorney -- see Signature Page


                                      

       * Incorporated by reference  from the Company's Registration Statement
       on Form 10, declared effective  March  18, 1991, in which this exhibit
       bore the same exhibit number. 


























                                         16

                                  Page 20 of 24
       <PAGE>
[{"type": "S-8", "sequence": "1", "description": "FORM S-8 TO REGISTER SHARES FROM STOCK OPTION", "secsgml_size_bytes": 47669}]
{"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": "S-8", "act": "33", "file-number": "333-12803", "film-number": "96635371"}, "business-address": {"street1": "1149 S BROADWAY ST", "street2": "SUITE 910", "city": "LOS ANGELES", "state": "CA", "zip": "90015", "phone": "2137652000"}}
As Filed with the Securities and Exchange Commission on September 26,
       1996, Registration No.
       ======================================================================

                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                               ----------------------

                                      FORM S-8

               REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                             MAXICARE HEALTH PLANS, INC.
                             ---------------------------

               (Exact name of registrant as specified in its charter)
              DELAWARE                               95-3615709
              --------                               ----------
       (State or other jurisdiction               (I.R.S. Employer
        of incorporation or                        Identification No.)
        organization)

                             1149 South Broadway Street
                            Los Angeles, California 90015
                                   (213) 765-2000       
                            ----------------------------
                      (Address of principal executive offices)

                    MAXICARE HEALTH PLANS, INC. OUTSIDE DIRECTORS

                           1996 FORMULA STOCK OPTION PLAN

                                         AND

                    MAXICARE HEALTH PLANS, INC. SENIOR EXECUTIVES

                               1996 STOCK OPTION PLAN

                                         AND

                 MAXICARE HEALTH PLANS, INC. 1995 STOCK OPTION PLAN

                                         AND

       RESTRICTED STOCK GRANT AGREEMENT  BY  AND BETWEEN MAXICARE HEALTH PLANS,
       INC. AND PETER J. RATICAN, DATED AS OF FEBRUARY 27, 1995

                                         AND

       RESTRICTED STOCK GRANT AGREEMENT  BY  AND BETWEEN MAXICARE HEALTH PLANS,
       INC. AND EUGENE L. FROELICH, DATED AS OF FEBRUARY 27, 1995

       ----------------------------------------------------------------------
                               (Full titles of plans)

                        Index to Exhibits on Page 20 of 24
                                  Page 1 of 24
PETER J. RATICAN
                  Chairman of the Board and Chief Executive Officer
                             Maxicare Health Plans, Inc.
                             1149 South Broadway Street
                             Los Angeles, California  90015
                             ------------------------------
                       (Name and address of agent for service)

                                   (213) 765-2000
              -------------------------------------------------------------
              (Telephone number, including area code, of agent for service)

                                      Copy to:
                                Barry L. Burten, Esq.
                        Jeffer, Mangels, Butler & Marmaro LLP
                        2121 Avenue of the Stars, 10th Floor
                            Los Angeles, California 90067
                                   (310) 203-8080

       If any of the securities being registered on this Form are to be offered
       on a  delayed  or  continuous  basis  pursuant  to  Rule  415  under the
       Securities Act of 1933, other than securities offered only in connection
       with dividend or interest reinvestment  plans, check the following line:
       [X]

                           CALCULATION OF REGISTRATION FEE
       ========================================================================
                                          Proposed      Proposed
                                          Maximum       Maximum
                              Amount      Offering      Aggregate    Amount of
       Title of Securities    to be       Price Per     Offering   Registration
       to be Registered     Registered*    Share**      Price**         Fee
       ------------------------------------------------------------------------
       Common Stock
       ($.01 par value)     1,955,000      $20.00     $39,100,000   $13,483.00
       ========================================================================

             * This Registration Statement also includes an indeterminable
               number  of  additional  shares  that  may  become issuable,
               pursuant to the  antidilution  adjustment provisions of the
               Maxicare Health Plans, Inc.  Outside Directors 1996 Formula
               Stock  Option  Plan,  Maxicare  Health  Plans,  Inc. Senior
               Executives 1996 Stock  Option  Plan, Maxicare Health Plans,
               Inc.  1995  Stock  Option   Plan,  Restricted  Stock  Grant
               Agreement by and  between  Maxicare  Health Plans, Inc. and
               Peter J.  Ratican,  dated  as  of  February  27,  1995, and
               Restricted Stock Grant  Agreement  by  and between Maxicare
               Health Plans, Inc.  and  Eugene  L.  Froelich,  dated as of
               February 27, 1995.
                                  Page 2 of 24
** Amounts in these columns have been estimated solely for the
               purpose of calculating the  registration  fee.  Pursuant to
               Rule 457(c) these amounts  have  been computed on the basis
               of  the  average  of  the  high  and  low  prices  for  the
               Registrant's Common Stock as  reported  by the Nasdaq Stock
               Market on September 24, 1996.

       This  Registration  Statement  on  Form  S-8  includes  a  Form S-3
       Prospectus for use in connection  with  reoffers and resales of the
       Registrant's Common Stock registered  pursuant to such Registration
       Statement on Form S-8  by  "affiliates"  of the Registrant, as that
       term is defined under Rule  405  of  the Securities Act of 1933, as
       amended.

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

               Approximate date of commencement of sale to public:
       From  time  to  time   after  the  Registration  Statement  becomes
       effective.

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

                                  Page 3 of 24
Part I
                                     ------

              INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

       Item 1. Plan Information.*

       Item 2. Registrant   Information    and    Employee   Plan   Annual
               Information.*

       *  Information required by Part  I  to  be contained in the section
          10(a) Prospectus is omitted  from  the Registration Statement in
          accordance with Rule 428  under  the  Securities Act of 1933, as
          amended (the  "Act"),  and  the  Note  to  Part  I  of Form S-8.
          Documents containing the  information  specified  in this Part I
          will be sent or given  to  holders of options under the Maxicare
          Health Plans, Inc. Outside  Directors  1996 Formula Stock Option
          Plan, Maxicare Health Plans,  Inc.  Senior Executives 1996 Stock
          Option Plan, and Maxicare  Health  Plans, Inc. 1995 Stock Option
          Plan or  Restricted  Stock  Grant  Agreements  entered into with
          Peter J. Ratican or Eugene  L.  Froelich in accordance with Rule
          428(b)(1) of the Act.

                                  Page 4 of 24
PROSPECTUS               1,955,000 Shares

                           MAXICARE HEALTH PLANS, INC.

                                  Common Stock

                            $ .01 par value per share

       This Prospectus covers 1,955,000 shares  of Common Stock, par value
       $.01 per share,  of  Maxicare  Health  Plans, Inc. (the "Company"),
       issuable (i)  upon  exercise  of  options  granted  to non-employee
       directors under the Company's  Outside Directors 1996 Formula Stock
       Option Plan (the  "Formula  Plan"),  (ii)  upon exercise of options
       granted to senior executives  under the Company's Senior Executives
       1996 Stock Option Plan  (the  "Senior Executives Plan"), (iii) upon
       exercise  of  options  granted  to  directors,  officers  and other
       employees under the Company's  1995  Stock  Option Plan, as amended
       (the "1995 Plan") and (iv)  under restricted stock grant agreements
       entered into by and between  the  Company  and Peter J. Ratican and
       Eugene L. Froelich,  respectively,  dated  as  of February 27, 1995
       (the "Stock  Grant  Agreements").    These  directors, officers and
       other employees may be deemed  "affiliates" of the Company, as that
       term is defined under Rule 405 under the Securities Act of 1933, as
       amended (the "Act").  

       The Common  Stock  of  the  Company  is  currently traded over-the-
       counter under the symbol MAXI.  Trading in these shares is reported
       by the Nasdaq Stock Market ("NASDAQ").

       Each  of  the  persons  named  herein  under  the  caption "Selling
       Stockholders" will only offer and sell the shares which may be sold
       by such person  hereunder  from  time  to  time in ordinary trading
       transactions on NASDAQ at  such  prices  as may be obtainable, with
       such  person  paying  not  more  than  customary  selling  brokers'
       commission plus transfer taxes.   The  Company will not receive any
       proceeds from the sale of these  shares  of Common Stock.  Any such
       person  effecting  resales  of  shares  obtained  may  possibly  be
       considered an "underwriter", as that term is defined by the Act. 

       This  Prospectus  does  not  constitute  an  offer  to  sell  or  a
       solicitation of an offer to  buy  securities in any jurisdiction in
       which it is unlawful to make such offer or solicitation.

       No person has been authorized  to  give  any information or to make
       any representations, other than those contained in this Prospectus,
       in connection with the offer  contained in this Prospectus, and, if
       given or made, such  other  information or representations must not
       be relied upon as having  been  authorized by the Company.  Neither
       the delivery of this Prospectus, nor any sale made hereunder shall,
       under any circumstances, create an  implication that there has been
       no change in the affairs of the Company since the date hereof.

                                        1

                                  Page 5 of 24
The executive offices  of  the  Company  are  located at 1149 South
       Broadway Street, Los Angeles,  California  90015, and its telephone
       number is (213) 765-2000.

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

       THESE SECURITIES  HAVE  NOT  BEEN  APPROVED  OR  DISAPPROVED BY THE
       SECURITIES AND EXCHANGE  COMMISSION  NOR  HAS THE COMMISSION PASSED
       UPON  THE  ACCURACY   OR   ADEQUACY   OF   THIS  PROSPECTUS.    ANY
       REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

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

       The date of this Prospectus is September 26, 1996.

                                        2

                                  Page 6 of 24
TABLE OF CONTENTS

                                                                    PAGE

       AVAILABLE INFORMATION.......................................   4

       INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............   4

       THE COMPANY.................................................   5

       SELLING STOCKHOLDERS........................................   6

       PLAN OF DISTRIBUTION........................................   9

       LEGAL MATTERS...............................................   9

                                        3

                                  Page 7 of 24
AVAILABLE INFORMATION

       This Prospectus, as permitted by  the  Rules and Regulations of the
       Securities  and  Exchange   Commission  (the  "Commission"),  omits
       certain information contained in  a  registration statement on Form
       S-8 (the "Registration Statement") which the Company has filed with
       the Commission  under  the  Act,  and  reference  is  made  to that
       Registration Statement and exhibits thereto for further information
       with respect to the Company and the securities offered hereby.  The
       Registration Statement may be inspected without charge by anyone in
       the public reference facilities  of  the Commission located at Room
       1024, 450 Fifth Street, N.W., Washington, D.C. 20549, and copies of
       all or any part of the  Registration Statement may be obtained from
       the Commission at prescribed rates.

       The Company is  subject  to  the  informational requirements of the
       Securities Exchange Act of  1934  and in accordance therewith files
       reports,  proxy   statements   and   other   information  with  the
       Commission.  Such reports,  proxy  statements and other information
       can be inspected and copied at the offices of the Commission at 450
       Fifth Street, N.W.,  Washington,  D.C.  20549;  Suite 1300, 7 World
       Trade Center, New York, New  York  10048; 11th Floor, 5670 Wilshire
       Boulevard, Los Angeles, California  90036; and Suite 1400, 500 West
       Madison  Street,  Chicago,  Illinois  60661;  and  copies  of  such
       materials can be obtained  from  the Public Reference facilities of
       the Commission located at 450  Fifth Street, N.W., Washington, D.C.
       20549, at prescribed rates.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

       The following documents  are  incorporated  into this Prospectus by
       reference:

         (a) The  Company's  Quarterly  Reports   on  Form  10-Q  for  the
             quarterly periods ended March 31, 1996 and June 30, 1996; 

         (b) The  Company's  Proxy   Statement   for   Annual  Meeting  of
             Stockholders held on July 26, 1996;

         (c) The Company's Annual Report on Form 10-K, as amended, for the
             year ended December 31, 1995;

         (d) The  Company's  Proxy   Statement   for   Annual  Meeting  of
             Stockholders held on July 28, 1995;

         (e) The Company's Annual Report on  Form  10-K for the year ended
             December 31, 1994; and

         (f) The description of the Company's Common Stock included in the
             Company's Registration Statement on Form 10 filed January 17,
             1991.
                                        4

                                  Page 8 of 24
All documents subsequently filed by the Company with the Commission
       pursuant to sections 13(a), 13(c), 14  or 15(d) of the Exchange Act
       prior to the filing  of  a post-effective amendment which indicates
       that  all  securities  offered  hereby  have  been  sold  or  which
       deregisters all securities then  remaining  unsold, shall be deemed
       to be incorporated by reference  and  to  be a part hereof from the
       date of filing of such documents.

       Any statement contained in a  document incorporated or deemed to be
       incorporated by reference herein shall  be deemed to be modified or
       superseded for purposes of  this  Prospectus  to  the extent that a
       statement contained herein, or  in  any subsequently filed document
       which  is  also  incorporated  by  reference  herein,  modifies  or
       supersedes  such  statement.    Any  such  statements  modified  or
       superseded  shall  not  be   deemed,   except  as  so  modified  or
       superseded, to constitute part of this Prospectus.

       The Company will provide without  charge  to  each person to whom a
       copy of  this  Prospectus  is  delivered,  on  the  written or oral
       request of any such person, a  copy  of any or all of the documents
       incorporated herein by  reference  (not  including exhibits thereto
       unless such  exhibits  are  specifically  incorporated by reference
       into the information that  the Registration Statement incorporates)
       and the Company's latest  Annual  Report to stockholders.  Requests
       for such copies  should  be  directed  to  the  Company, 1149 South
       Broadway Street, Los Angeles,  90015,  Attention: Peter J. Ratican,
       Chairman of the Board and Chief Executive Officer, (213) 765-2000.

                                   THE COMPANY

       Maxicare Health Plans, Inc.,  a  Delaware corporation ("MHP"), is a
       holding company which  owns  various  subsidiaries primarily in the
       field of managed health care.    MHP  owns and operates a system of
       seven  health  maintenance  organizations  ("HMOs")  in California,
       Indiana, Illinois, Louisiana,  North  Carolina, South Carolina, and
       Wisconsin  and  additionally  operates  Maxicare  Life  and  Health
       Insurance Company  and  HealthAmerica  Corporation.   Through these
       subsidiaries, the  Company  offers  an  array  of  employee benefit
       packages including traditional HMO, preferred provider organization
       ("PPO"), exclusive provider organization, life and accidental death
       and dismemberment policies,  administrative services only programs,
       wellness programs, outcomes measures and high dollar claims audits.
       In addition,  the  Company  offers  a  number  of pharmacy programs
       including benefit design,  formulary  management, claims processing
       and mail order services for employers and their employees.

       Through its HMO operations,  the  Company arranges for the delivery
       of  comprehensive  health  care  services  to  its  members  for  a
       predetermined prepaid fee.  The  Company provides these services by
       contracting on a prospective basis with physician groups for a
                                         5

                                   Page 9 of 24
fixed fee per member per month, regardless of the extent and nature
       of services, and with hospitals and other providers under a variety
       of fee arrangements.    The  Company  offers  a  full complement of
       health  benefits,  including  physician,  hospital,  dental, vision
       care, prescription drug and health education services.

       The Company's principal executive offices are located at 1149 South
       Broadway Street, Los  Angeles,  California  90015 and its telephone
       number is (213) 765-2000.

                              SELLING STOCKHOLDERS

       Set forth below is a list of Selling Stockholders hereunder, and as
       of the date hereof, the aggregate number of shares of the Company's
       Common Stock beneficially  owned  by  each Selling Stockholder, the
       number of options to purchase  shares of the Company's Common Stock
       held by each  Selling  Stockholder  pursuant  to  the Formula Plan,
       Senior Executives Plan, 1995  Plan  and the Stock Grant Agreements,
       as well as  the  number  of  shares  of  the Company's Common Stock
       included in this Prospectus  for  each  Selling Stockholder and the
       amount and percentage of  the  class  to  be  owned by such Selling
       Stockholder after completion of the offering.  The Company does not
       know when  or  if  the  Selling  Stockholders  will  exercise their
       options or dispose of the  shares  of  Common Stock covered by this
       Prospectus.  The address of each of the Selling Stockholders is c/o
       Maxicare  Health  Plans,  Inc.,  1149  South  Broadway  Street, Los
       Angeles,  California  90015.     The  position  or  other  material
       relationship which each of the  Selling Stockholders has or has had
       with the Company for at  least  the  past  three years is set forth
       following his or her name.

                                         6

                                  Page 10 of 24
TOTAL      
                                        TOTAL        OPTIONS TO      SHARES OF                    SHARES OF       % OF
                                      SHARES OF       PURCHASE      COMMON STOCK    SHARES OF    COMMON STOCK  COMMON STOCK
       NAME AND                      COMMON STOCK    COMMON STOCK      UNDER       COMMON STOCK  BENEFICIALLY  BENEFICIALLY
       RELATIONSHIP                  BENEFICIALLY    UNDER OPTION   STOCK GRANT    INCLUDED IN   OWNED AFTER   OWNED AFTER
       TO COMPANY                      OWNED(1)       PLANS (2)      AGREEMENTS    PROSPECTUS     OFFERING      OFFERING(3)

       Peter J. Ratican,             562,996(4)       70,000(5)       65,000         135,000       427,996        2.4%
       Chairman of the Board,
       Chief Executive
       Officer and President

       Eugene L. Froelich,           562,778(4)       70,000(5)       65,000         135,000       427,778        2.4%
       Chief Financial
       Officer, Executive Vice
       President - Finance
       and Administration
       and Director

       Alan D. Bloom,                    362           5,000(6)                        5,000           362        *
       Senior Vice President,
       Secretary and General
       Counsel

       Warren D. Foon,                31,694(7)       30,000(6)                       30,000        31,694        *
       Vice President and 
       General Manager, 
       Maxicare

       Aivars L. Jerumanis,           31,001(8)       10,000(6)                       10,000        31,001        *
       Chief Information Officer
       and Senior Vice President -
       Management Information
       Systems

       Robert J. Landis,              30,001(9)       20,000(6)                       20,000        30,001        *
       Treasurer

       Sanford N. Lewis,               1,706(10)      20,000(6)                       20,000         1,706        *
       Vice President -
       Administrative Services

       Richard A. Link,               55,022(11)      20,000(6)                       20,000        55,022        *
       Chief Accounting Officer
       and Senior Vice
       President - Accounting

       Vicki F. Perry,                56,083(12)      20,000(6)                       20,000        56,083        *
       Vice President and
       General Manager,
       Maxicare Indiana, Inc.

       Claude S. Brinegar,            14,000(13)       5,000(14)                       5,000        14,000        *
       Director (15)

       Florence F. Courtright,        10,000(13)       5,000(14)                       5,000        10,000        *
       Director (15)

       Thomas W. Field, Jr.,          20,000(16)       5,000(14)                       5,000        20,000        *
       Director (15)

       Charles E. Lewis,                  16           5,000(14)                       5,000            16        *
       Director (15)

       Alan S. Manne,                 10,500(13)       5,000(14)                       5,000        10,500        *
       Director (15)

                               

            *  Indicates less than one percent (1%).
                                         7

                                  Page 11 of 24
(1) In setting forth "beneficial" ownership, the rules of the Securities and Exchange Commission require that
       shares underlying currently exercisable options, including options  which become exercisable within 60 days, held
       by a described person be treated as "beneficially" owned  and further require that every person who has or shares
       the power to vote or to dispose of shares of stock  be reported as a "beneficial" owner of all shares as to which
       any such sole or shared power exists.  As a  consequence, shares which are not yet outstanding are, if obtainable
       upon exercise of an option which is exercisable  or  will become exercisable within sixty (60) days, nevertheless
       treated as "beneficially"  owned  by  the  designated  person,  and  several  persons  may  be  deemed  to be the
       "beneficial" owners of the same securities if they share the power to vote or dispose of them.

           (2) Options to Purchase Common Stock  Under  Option  Plans  include  options  granted under the Formula Plan,
       Senior Executives Plan and  the  1995  Plan.    Options  granted  under  the  Formula  Plan shall vest and become
       exercisable six months after the date of grant.   Options granted under the Senior Executives Plan shall vest and
       become exercisable on the date of grant.  Options  granted  under the 1995 Plan shall vest and become exercisable
       on the following dates: (i) 1/3 of the option  shares  one  year  after the date of grant, (ii) 1/3 of the option
       shares two years after the date of grant, and (iii) 1/3 of the option shares three years after the date of grant.

           (3) Assumes 17,539,318 shares of Common Stock outstanding,  and with respect to each listed beneficial owner,
       (i) the exercise or conversion of any option or  right  held by each such owner exercisable or convertible within
       60 days, and (ii) the exercise or conversion  of  any  option  or  right held by each such owner included in this
       prospectus.

           (4) Includes 497,778 shares which are  subject  to  options  which  are  currently exercisable or will become
       exercisable within sixty (60) days.  Also includes 65,000 shares of restricted Common Stock which may be voted by
       the beneficial owner but which are subject  to  forfeiture  until  February  27, 1998.  Beneficial owner has sole
       voting and dispositive power over all shares except the  shares of restricted Common Stock.  Beneficial owner has
       sole voting power over the restricted Common Stock but  will not have investment power over the restricted Common
       Stock until the termination of the forfeiture period.

           (5) Options granted under the Senior Executives Plan which are currently exercisable.

           (6) Options granted under the 1995 Plan.

           (7) Includes 31,667 shares subject to options granted  under  the  Company's 1990 Stock Option Plan which are
       currently exercisable.

           (8) Includes 25,001 shares subject to options granted  under  the  Company's 1990 Stock Option Plan which are
       currently exercisable.

           (9) Includes 30,001 shares subject to options granted  under  the  Company's 1990 Stock Option Plan which are
       currently exercisable.

          (10) Includes 1,634 shares subject to options  granted  under  the  Company's 1990 Stock Option Plan which are
       currently exercisable.

          (11) Includes 55,001 shares subject to options granted  under  the  Company's 1990 Stock Option Plan which are
       currently exercisable.

          (12) Includes 55,834 shares subject to options granted  under  the  Company's 1990 Stock Option Plan which are
       currently exercisable.

          (13) Includes 10,000 shares subject to options granted  under  the  Company's 1990 Stock Option Plan which are
       currently exercisable.

          (14) Options granted under the Formula Plan.

          (15) Does not include 622,358  shares  of  Common  Stock  (the  "Unallocated  Shares")  held by the Company as
       disbursing agent for the benefit of creditors and holders of interests and equity claims under the Company's plan
       of reorganization effective December  5,  1990  (the  "Reorganization  Plan").   The Company disclaims beneficial
       ownership of these shares.  Under certain circumstances, the  independent directors of the Board (as such term is
       defined by the Reorganization Plan)  have  rights  to  vote  the  Unallocated Shares.  Currently, the independent
       directors are Messrs. Brinegar, Field, Lewis  and  Manne  and  Ms. Courtright (the "Independent Directors").  The
       Independent Directors disclaim beneficial ownership of these shares.

          (16) Includes 20,000 shares subject to options granted  under  the  Company's 1990 Stock Option Plan which are
       currently exercisable.
8

                                  Page 12 of 24
PLAN OF DISTRIBUTION

       The Company does not know when  or if the Selling Stockholders will
       exercise their options or  dispose  of  the  shares of Common Stock
       covered by this Prospectus.

                                  LEGAL MATTERS

       Legal matters in  connection  with  the  issuance of the securities
       offered hereby have been  passed  upon  for  the Company by Jeffer,
       Mangels, Butler & Marmaro LLP, Los Angeles, California.

                                         9

                                  Page 13 of 24
Part II
                                     -------

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

       Item 3.   Incorporation of Documents by Reference.

                 The  Registrant  hereby  incorporates  by  reference  the
                 following  documents:  (i)   the  Registrant's  Quarterly
                 Reports on  Form  10-Q  for  the  quarterly periods ended
                 March 31, 1996 and  June  30, 1996; (ii) the Registrant's
                 Proxy Statement for  Annual  Meeting of Stockholders held
                 on July 26, 1996; (iii) the Registrant's Annual Report on
                 Form 10-K, as amended,  for  the  year ended December 31,
                 1995; (iv) the  Registrant's  Proxy  Statement for Annual
                 Meeting of Stockholders held  on  July  28, 1995; (v) the
                 Registrant's Annual  Report  on  Form  10-K  for the year
                 ended December 31, 1994; and  (vi) the description of the
                 Registrant's Common  Stock  included  in the Registrant's
                 Registration Statement  on  Form  10,  (File  No. 012024)
                 filed January  17,  1991.    In  addition,  all documents
                 subsequently filed by the Registrant pursuant to sections
                 13(a), 13(c), 14 and 15(d)  of the Exchange Act, prior to
                 the  filing  of   a   post-effective   amendment  to  the
                 Registration   Statement   which   indicates   that   all
                 securities  offered  hereby  have   been  sold  or  which
                 deregisters all  such  securities  then remaining unsold,
                 shall be deemed  to  be  incorporated by reference herein
                 and to be a part hereof  from  the date of filing of such
                 documents except as to  any  portion of any future Annual
                 or Quarterly Report to  Stockholders  which is not deemed
                 to be filed under said provisions.  Any statement made in
                 a document  incorporated  by  reference  herein  shall be
                 deemed to be modified or  superseded for purposes of this
                 Registration Statement to the  extent that such statement
                 is replaced or  modified  by  a  statement contained in a
                 subsequently dated document  incorporated by reference or
                 contained in this Registration Statement.

       Item 4.   Description of Securities.

                 Not applicable.

       Item 5.   Interests of Named Experts and Counsel.

                 Not applicable.

       Item 6.   Indemnification of Directors and Officers.

                 Under  Article  Eighth   of   the  Registrant's  Restated
                 Certificate  of  Incorporation,  each  person  who  is  a
                 director or officer of the Registrant shall be
                                         10

                                  Page 14 of 24
indemnified by the Registrant  to  the  fullest extent permitted by
       section 145 of the General Corporation Law of Delaware (the "GCL").

                 Section 145(a) of the General Corporation Law of Delaware
                 permits a corporation to indemnify any director, officer,
                 employee or agent  of  the  corporation against expenses,
                 judgments,  fines  and  amounts  paid  in  settlement  or
                 incurred by him or her  in connection with any proceeding
                 arising out of his  or  her  status as director, officer,
                 employee or agent if such  person acted in good faith and
                 in a manner he or she reasonably believed to be in or not
                 opposed to the  best  interests  of the corporation, and,
                 with respect to  any  criminal  action, had no reasonable
                 cause to believe his or her conduct was unlawful.  To the
                 extent that such a person  has been successful in defense
                 of any such action or claim, section 145(c) provides that
                 he or she shall  be indemnified against expenses incurred
                 by him or her in connection therewith.

                 Under section 145(e), a corporation also has the power to
                 purchase  and  maintain   insurance   on  behalf  of  any
                 director,  officer,   employee   or   agent  against  any
                 liability arising  out  of  his  or  her  status as such,
                 whether or not the  corporation  would  have the power to
                 indemnify him or her against such liability.  

                 The  Registrant  maintains  an  Officers'  and Directors'
                 Liability  Policy  insuring  its  officers  and directors
                 against certain liabilities and expenses incurred by them
                 in their capacities as  such, and insuring the Registrant
                 under   certain   circumstances   to   the   extent  that
                 indemnification payments are  made  by  the Registrant to
                 such officers and directors.  

                 The   Registrant   has   entered   into   employment  and
                 indemnification    agreements    (the    "Indemnification
                 Agreements") with certain  of its officers (individually,
                 an  "Indemnitee").      The   Indemnification  Agreements
                 provide, among other  things,  for indemnification to the
                 fullest extent  permitted  by  law  against  any  and all
                 costs,    claims,    judgments,    fines,    settlements,
                 liabilities, and fees  or  expenses (including attorney's
                 fees) incurred in connection with any proceedings arising
                 out of the  Indemnitee's  actions  or  in  actions in his
                 capacity as an officer of  the  Registrant.  In the event
                 the Indemnitee is no longer employed by the Registrant at
                 the time  his  attendance  is  required  at  a proceeding
                 pursuant to which he is  entitled to be indemnified, then
                 the Indemnitee shall be entitled  to be paid a stipend in
                 the amount of $1,000 per  day to reimburse the Indemnitee
                 for all  reasonable  travel,  hotel  and  living expenses
                 incurred by him in connection  with such attendance.  The
                 Indemnification Agreements provide for the prompt
                                         11

                                  Page 15 of 24
advancement of all expenses to the Indemnitee and for reimbursement
       to Registrant if it is  found  that such Indemnitee is not entitled
       to such indemnification under applicable law.

       Item 7.   Exemption from Registration Claimed.

                 Not applicable.

       Item 8.   Exhibits.

                 The Exhibits to the  Registration Statement are listed in
                 the Index to Exhibits elsewhere herein.

       Item 9.   Undertakings.

                 (a)    The undersigned Registrant hereby undertakes:

                    (1) To file, during any period in which offers or sales
                        are being made of the securities registered hereby,
                        a  post-effective  amendment  to  this Registration
                        Statement:

                        (i)   To include any prospectus required by section
                              10(a)(3) of the Act;
                        (ii)  To reflect  in  the  Prospectus  any facts or
                              events arising  after  the  effective date of
                              the  Registration  Statement   (or  the  most
                              recent   post-effective   amendment  thereof)
                              which,  individually  or  in  the  aggregate,
                              represent  a   fundamental   change   in  the
                              information set  forth  in  this Registration
                              Statement;
                        (iii) To  include  any  material  information  with
                              respect  to  the  plan  of  distribution  not
                              previously  disclosed  in  this  Registration
                              Statement  or  any  material  change  to such
                              information in  this  Registration Statement;
                              provided, however, that  the undertakings set
                              forth in paragraphs  (a)(1)(i) and (a)(1)(ii)
                              do not apply  if  the information required to
                              be included in  a post-effective amendment by
                              those  paragraphs  is  contained  in periodic
                              reports filed by  the  Registrant pursuant to
                              section 13 or  section  15(d) of the Exchange
                              Act that  are  incorporated  by  reference in
                              this Registration Statement.

                    (2) That, for the purpose  of determining any liability
                        under the Act,  each  such post-effective amendment
                        shall be deemed to  be a new registration statement
                        relating to the securities offered therein, and the
                        offering of such securities  at  that time shall be
                        deemed  to  be  the   initial  bona  fide  offering
                        thereof.
                                         12

                                  Page 16 of 24
(3) To remove from  registration  by  means  of a post-
                        effective amendment  any  of  the  securities being
                        registered which remain  unsold  at the termination
                        of the offering.

                 (b)    The   undersigned    Registrant    hereby   further
                        undertakes that,  for  purposes  of determining any
                        liability  under  the  Act,   each  filing  of  the
                        Registrant's  Annual  Report  pursuant  to  section
                        13(a) or section 15(d) of  the Exchange Act that is
                        incorporated  by  reference   in  the  Registration
                        Statement shall be deemed  to be a new Registration
                        Statement  relating   to   the  securities  offered
                        therein, and  the  offering  of  such securities at
                        that time shall be  deemed  to  be the initial bona
                        fide offering thereof.

                 (c)    Insofar as indemnification  for liabilities arising
                        under  the  Act  may  be  permitted  to  directors,
                        officers and controlling  persons of the Registrant
                        pursuant to the foregoing provisions, or otherwise,
                        the Registrant has been advised that in the opinion
                        of  the  Securities  and  Exchange  Commission such
                        indemnification  is   against   public   policy  as
                        expressed   in   the   Act   and   is,   therefore,
                        unenforceable.   In  the  event  that  a  claim for
                        indemnification  against  such  liabilities  (other
                        than the  payment  by  the  Registrant  of expenses
                        incurred  or  paid   by   a  director,  officer  or
                        controlling  person  of   the   Registrant  in  the
                        successful  defense   of   any   action,   suit  or
                        proceeding) is asserted  by  such director, officer
                        or  controlling  person   in  connection  with  the
                        securities being  registered,  the Registrant will,
                        unless in the opinion of its counsel the matter has
                        been settled by controlling  precedent, submit to a
                        court  of  appropriate  jurisdiction  the  question
                        whether  such  indemnification  by  it  is  against
                        public policy as expressed  in  the Act and will be
                        governed by the final adjudication of such issue. 

                                         13

                                  Page 17 of 24
SIGNATURES

           Pursuant to the requirements  of  the  Securities Act of 1933, the
       Registrant certifies that it has reasonable grounds to believe that it
       meets all of the  requirements  for  filing  on  Form S-8 and has duly
       caused this Registration Statement to  be  signed on its behalf by the
       undersigned, thereunto duly  authorized  in  the  City of Los Angeles,
       State of California, on the 26th day of September, 1996.

                            MAXICARE HEALTH PLANS, INC.

                            By: /s/ Peter J. Ratican
                                ------------------------------------------
                                    Peter J. Ratican
                                    Chairman of the Board, Chief Executive
                                    Officer (Principal Executive Officer)

       Pursuant to the  requirements  of  the  Securities  Act  of 1933, this
       Registration Statement has been signed  below by the following persons
       in the capacities and on the dates indicated.

       Each person whose signature  appears  below  appoints Peter J. Ratican
       and  Eugene  L.  Froelich,  and  each  of  them,  with  full  power of
       substitution and  resubstitution,  his  true  and lawful attorneys-in-
       fact, for him  in  any  and  all  capacities,  to  sign any amendments
       (including post-effective amendments)  to  this Registration Statement
       and to file the same,  with  exhibits  thereto, and other documents in
       connection therewith, with the Securities and Exchange Commission.

                 Signature                  Title                Date
                 ---------                  -----                ----

           /s/ Peter J. Ratican       Principal Executive  September 26, 1996
           ----------------------     Officer, Director    ------------------
               Peter J. Ratican                                  Date

           /s/ Eugene L. Froelich     Principal Financial  September 26, 1996
           ----------------------     Officer, Director    ------------------
               Eugene L. Froelich                                Date

           /s/ Richard A. Link        Principal Accounting September 26, 1996
           ----------------------     Officer              ------------------
               Richard A. Link                                   Date
                                         14

                                  Page 18 of 24
Signature                  Title                  Date
               ---------                  -----                  ----

           /s/ Claude S. Brinegar        Director          September 21, 1996
           --------------------------                      ------------------
               Claude S. Brinegar                                Date

           /s/ Florence F. Courtright    Director          September 24, 1996
           --------------------------                      ------------------
               Florence F. Courtright                            Date

           /s/ Thomas W. Field, Jr.      Director          September 19, 1996
           --------------------------                      ------------------
               Thomas W. Field, Jr.                              Date

           /s/ Dr. Charles E. Lewis      Director          September 19, 1996
           --------------------------                      ------------------
               Dr. Charles E. Lewis                              Date

           /s/ Alan S. Manne             Director          September 19, 1996
           --------------------------                      ------------------
               Alan S. Manne                                     Date

                                         15

                                  Page 19 of 24
INDEX TO EXHIBITS

               Sequentially
       Exhibit   Numbered
        Number     Page      Description                                   

           4.1               Form  of  Certificate  of  New  Common  Stock of
                             Maxicare Health Plans, Inc.*

           5.1  21 of 24     Opinion of Jeffer, Mangels, Butler & Marmaro LLP

          24.2  23 of 24     Consent of Ernst & Young LLP

          24.3  24 of 24     Consent of Price Waterhouse LLP

          25.1  18 of 24     Power of Attorney -- see Signature Page

                                      

       * Incorporated by reference  from the Company's Registration Statement
       on Form 10, declared effective  March  18, 1991, in which this exhibit
       bore the same exhibit number. 

                                         16

                                  Page 20 of 24