Exhibit 4.13a




               FIRST AMENDMENT TO RIGHTS AGREEMENT
                 OF MAXICARE HEALTH PLANS, INC.



         This First  Amendment  to  Rights  Agreement of Maxicare
Health Plans,  Inc.  (this  "Agreement")  is  entered  into as of
October 9, 1998.

         WHEREAS, Maxicare  Health  Plans,  Inc.  (the "Company")
entered into a Rights Agreement  with American Stock Transfer and
Trust dated February 24, 1998; and

         WHEREAS, at a meeting of the Shareholders of the Company
held on  July  30,  1998  it  was  resolved  to  amend the Rights
Agreement as set forth below.

         NOW, THEREFORE, the  parties  hereby  agree to amend the
Rights Agreement as follows:

         1.    Section 1(h) of the Rights Agreement is hereby    
               amended to read as follows:

               "(h)  "Continuing Directors"  shall  have the same
                     meaning  as   "Disinterested  Directors"  as
                     defined in Section 1(i) hereof." 

         2.    Section 1(i) of the Rights Agreement is hereby    
               amended to read as follows:

               "(i)" "Disinterested  Directors"  shall  mean  the
                     members of the  Board  of  Directors who are
                     not  (i)  officers   or   employees  of  the
                     corporation, (ii) Acquiring Persons or their
                     Affiliates or  Associates or representatives
                     of any of them, or  (iii) any Person who was
                     directly or indirectly proposed or nominated
                     as  a  director  of  the  Corporation  by an
                     Acquiring Person or a Transaction Person."

         3.    Amendments. Except as  amended  herein, the Rights
Agreement shall remain in full force and effect.




         IN  WITNESS  WHEREOF,   the   undersigned  parties  have
executed this First Amendment of  the  Rights Agreement as of the
9th day of October, 1998.

                           MAXICARE HEALTH PLANS, INC.
                           a Delaware corporation

                                 /s/ Peter J. Ratican     
                           By: Peter J. Ratican, President


                           AMERICAN STOCK TRANSFER &
                           TRUST COMPANY

                                /s/ Herbert J. Lemmer     
                           By: Herbert J. Lemmer
                               Vice President</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-27
<SEQUENCE>6
<DESCRIPTION>FDS FOR 9/98 10-Q
<TEXT>

  
                
<ARTICLE>             5
<LEGEND>              This schedule contains summary financial
                      information extracted from the September
                      30, 1998 financial statements and is
                      qualified in its entirety by reference to
                      such financial statements.



<MULTIPLIER>                                          1,000
       
                                                
<FISCAL-YEAR-END>                                   DEC-31-1998

<PERIOD-END>                                        SEP-30-1998

<PERIOD-TYPE>                                       9-MOS

<CASH>                                               38,676

<SECURITIES>                                         21,459

<RECEIVABLES>                                        46,290

<ALLOWANCES>                                          6,477

<INVENTORY>                                               0

<CURRENT-ASSETS>                                    126,252

<PP&E>                                               23,143

<DEPRECIATION>                                       21,804

<TOTAL-ASSETS>                                      141,993

<CURRENT-LIABILITIES>                                82,812

<BONDS>                                                   0

<PREFERRED-MANDATORY>                                     0

<PREFERRED>                                               0

<COMMON>                                                179

<OTHER-SE>                                           58,755

<TOTAL-LIABILITY-AND-EQUITY>                        141,993


<SALES>                                             553,462

<TOTAL-REVENUES>                                    557,715

<CGS>                                               522,427

<TOTAL-COSTS>                                       579,495

<OTHER-EXPENSES>                                          0

<LOSS-PROVISION>                                          0

<INTEREST-EXPENSE>                                       64

<INCOME-PRETAX>                                     (21,844)

<INCOME-TAX>                                              0

<INCOME-CONTINUING>                                 (21,844)

<DISCONTINUED>                                            0

<EXTRAORDINARY>                                           0

<CHANGES>                                                 0

<NET-INCOME>                                        (21,844)

<EPS-PRIMARY>                                         (1.22)

<EPS-DILUTED>                                         (1.22)