Exhibit 10.3i

           AMENDMENT NO. 2 TO THE AMENDED AND RESTATED
            EMPLOYMENT AND INDEMNIFICATION AGREEMENT


         This Amendment No. 2 to the Amended and Restated
Employment and Indemnification Agreement as amended by Amendment
No. 1 thereto dated as of February 11, 1997 (collectively the
"Agreement"), dated as of April 1, 1996, is made by and between
MAXICARE HEALTH PLANS, INC., a Delaware corporation (the
"Company"), and Peter J. Ratican, an individual ("Executive") and
is dated as of March 28, 1998.


                         R E C I T A L S


         WHEREAS, Executive presently serves as Chairman of the
Board, Chief Executive Officer and President of the Company
pursuant to the Agreement, exerting particularly diligent efforts
in such capacities on behalf of the Company;

         WHEREAS, the Company and the Executive have agreed to
amend the Agreement to modify the terms of:  (i) Sections 7(f)
and 8(a) relating to termination of the Agreement upon a "Change
of Control" as such term is defined in Section 1 of the Agreement
and (ii) Section 10 relating to the "Sale Bonus" as such term is
defined in Section 10 of the Agreement; and

         NOW, THEREFORE, in consideration of the terms and
conditions hereinafter set forth, the Company and Executive agree
as follows:

         1.   Section 7(f) of the Agreement is amended to add the
following at the end of such Section:

              "... or this Agreement is terminated pursuant to
              Sections 7(a), 7(b), 7(c) or 7(e) above within one
              hundred and twenty (120) days after a Change of
              Control."

         2.   Sections 8(a) (iii) and 8(a) (iv) are amended to
add the following at the beginning of each Section:

              "Except in the event Executive's termination
              benefits are covered by Section 8(a) (ii) above in
              which case the provision of that section shall
              govern the payments due to the Executive,..."

         3.   Section 10 of the Agreement is amended to delete



the last paragraph thereof and to replace it with the following:

              "Notwithstanding any other provision of this
              Agreement, Executive shall nevertheless be entitled
              to his Sale Bonus if Executive's employment


              terminates pursuant to:  (a) Section 7(b) for Good
              Reason or Section 7(e) hereof: (i) prior to a
              change of Control and the relevant sale agreement
              is executed by all the parties thereto within
              ninety (90) days after the date of Executive's
              termination or (ii) after a Change of Control and
              the relevant sale agreement is executed by all the
              parties thereto prior to April 1, 2001 or such
              other date thereafter as the term of this Agreement
              may be extended to; or (b) Section 7(f) and the
              relevant sale agreement is executed by all the
              parties thereto within one year from the date of
              Executive's termination; notwithstanding the
              foregoing, Section 10(a) and not Section 10(b) will
              apply with respect to any termination as a result
              of Section 7(b) for Good Reason or Section 7(e)."

         4.   Except as expressly set forth herein, all of the
terms and conditions contained in the Agreement shall remain in
full force and effect.

         IN WITNESS WHEREOF, this Amendment No. 2 to the
Agreement has been executed as of the date first above written.


EXECUTIVE                             MAXICARE HEALTH PLANS, INC.

  /s/ Peter J. Ratican                    /s/  Alan Bloom        
Peter J. Ratican
                                      By:   /s/  Alan Bloom      

                                      Its:  Secretary