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)  December 11, 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.
        -------------

        On December 11,  1997  the  Registrant's Board of Directors
        terminated Eugene  Froelich  as  the Registrant's Executive
        Vice  President,  Finance   and  Administration  and  Chief
        Financial  Officer  and  elected   Richard  Link  to  those
        positions.  Mr.  Froelich's  employment with the Registrant
        and  as  an  officer   and  director  of  the  Registrant's
        subsidiaries pursuant to  the Restated Employment Agreement
        dated as of April 1,  1996, as amended, was also terminated
        as of such date.

        Registrant's Press  Release,  dated  December  12, 1997, is
        attached as an Exhibit hereto and is incorporated herein by
        reference.




































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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. 99.6 - Press release reporting the
             appointment of Richard Link as Executive Vice
             President and Chief Financial Officer of the Company.




































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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)




December 16, 1997             /s/ RICHARD A. LINK
                              ------------------------------
                                  Richard A. Link
                              Executive Vice President and
                               Chief Financial Officer



























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