SECURITIES AND EXCHANGE COMMISSION

                        WASHINGTON, D.C. 20549

                               FORM 8-K

                            CURRENT REPORT
                  PURSUANT TO SECTION 13 OR 15(d) OF
                  THE SECURITIES EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported)  April 28, 1997
                                                 -------------------



                   MAXICARE HEALTH PLANS, INC.                     
- --------------------------------------------------------------------
       (Exact name of registrant as specified in its charter)




         Delaware                0-12024           95-3615709      
- ----------------------------    ------------     -------------------
(State or other jurisdiction    (Commission      (IRS Employer
   of incorporation or          File Number)     Identification No.)
    organization)          




1149 South Broadway Street, Los Angeles, California        90015  
- ---------------------------------------------------     ----------
  (Address of principal executive offices)              (Zip Code)




Registrant's telephone number, including area code  (213) 765-2000 
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Item 5.  Other Events.
         -------------

         Maxicare Health Plans, Inc.  (the "Company") reported that
         it  has  filed   an   appeal   with  the  Commonwealth  of
         Pennsylvania Court seeking to  overturn the order received
         by the Company on March  31, 1997 from the Commonwealth of
         Pennsylvania Board  of  Claims  and  to  award the Company
         damages.  In its order the  Board of Claims ruled that the
         Company is  not  entitled  to  any  recovery  on its claim
         against the Pennsylvania Department  of Public Welfare for
         in  excess  of  $24  million  plus  accrued  interest,  in
         connection with the operation  of  a Medicaid managed care
         program from 1986 through 1989.


Item 7.  Financial Statements, Pro Forma Financial Information and
         ---------------------------------------------------------
           Exhibits
         ----------

         (a)  Financial Statements of Businesses Acquired.
              None.

         (b)  Pro Forma Financial Information.
              None.

         (c)  Exhibits.

              Exhibit No. 99.3 Press release re Appeal of Board of
              Claims Ruling




















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                            SIGNATURES




     Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly  caused  this  report to be signed on
its behalf by the undersigned hereunto duly authorized.




                              Maxicare Health Plans, Inc.
                              ------------------------------
                                    (Registrant)




April 28, 1997                /s/ EUGENE L. FROELICH
                              ------------------------------
                                  Eugene L. Froelich
                               Chief Financial Officer
                              and Executive Vice President -
                              Finance and Administration



























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