Exhibit 24.2






                   CONSENT OF INDEPENDENT AUDITORS



We consent  to  the  incorporation  by  reference  in the Registration
Statement (Form S-8 No. 33-            ) pertaining to Maxicare Health
Plans, Inc.  1999 Stock  Option  Plan with respect to the consolidated
financial statements  and  schedules  of  Maxicare  Health Plans, Inc.
included in its Annual Report (Form  10-K) for the year ended December
31, 1998 filed with the Securities and Exchange Commission.






                                       Ernst & Young LLP





Los Angeles, California
September 23, 1999