SECURITIES AND EXCHANGE COMMISSION

                        WASHINGTON, D.C. 20549

                               FORM 8-K

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



Date of Report (Date of earliest event reported)  July 18, 1997
                                                 -------------------



                   MAXICARE HEALTH PLANS, INC.                     
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       (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
        its California HMO has  signed  a definitive agreement with
        Molina Medical Centers  ("MMC")  and  has been advised that
        all the necessary regulatory approvals have been granted to
        assign  or  transfer  MMC's   Medi-Cal  contracts  for  the
        provision  of  services  in  San  Bernardino  and Riverside
        Counties (the  "San  Bernardino/  Riverside  Contract") and
        Sacramento County  (the  "Sacramento  Contract"),  with the
        State of California to Maxicare, effective July 1, 1997 for
        approximately  40,000  and  30,000  members,  respectively.
        MMC will become Maxicare's  exclusive Medi-Cal provider in
        those service areas.   The  Company is awaiting receipt of
        fully  executed  documents   from   the  regulatory  bodies
        reflecting their consent  to  the  foregoing assignment and
        transfer.  The term  for  both the San Bernardino/Riverside
        Contract and  the  Sacramento  Contract  is  for the period
        through June 30, 1998. 

        It  is  the  Company's  understanding  that  the  state  of
        California currently intends  to  implement  a new Medi-Cal
        managed  care  program  (the   "Two-Plan  Model")  with  an
        approximate effective date of  January  1,  1998 in the San
        Bernardino and  Riverside  Counties.    Under  the Two-Plan
        Model, the state  of  California  through the Department of
        Health Services will contract on  a multi-year basis with a
        commercial health plan and a publicly-sponsored health plan
        to provide HMO services to  Medicaid recipients.  This Two-
        Plan Model has been  designed  in  part as a replacement to
        the  existing  Medicaid   managed   care   program  in  San
        Bernardino and Riverside  Counties  and upon implementation
        of the Two-Plan Model the San Bernardino/Riverside Contract
        assigned to the  Company  will be effectively discontinued.
        At this point in  time  the  Company cannot be certain when
        the Two-Plan Model will  be implemented, and if implemented
        what level of participation  the  Company  will have in the
        Two-Plan Model, if any. 

        This Form 8-K  contains  forward-looking  information.  The
        forward-looking statements are  made  pursuant  to the safe
        harbor  provisions  of  the  Private  Securities Litigation
        Reform Act  of  1995.    Forward-looking  statements may be
        significantly impacted by  certain  risks and uncertainties
        including regulatory approval,  the number of beneficiaries
        and the reimbursement rates paid by the State of California
        during the term of  the  MMC Medi-Cal contracts referred to
        above.



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

        (a)  Financial Statements of Businesses Acquired.
             None.

        (b)  Pro Forma Financial Information.
             None.

        (c)  Exhibits.

             Exhibit No. 10.85 - Health Services Agreement
             Between Maxicare, a California Health Plan and Molina
             Medical Centers.

             Exhibit No. 99.5 - Press release reporting the
             Company's California HMO has signed a definitive 
             agreement with Molina Medical Centers.
































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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)




August 12, 1997               /s/ EUGENE L. FROELICH
                              ------------------------------
                                  Eugene L. Froelich
                               Chief Financial Officer
                              and Executive Vice President -
                              Finance and Administration



























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