Exhibit 10.88

                      EMPLOYMENT AGREEMENT

        The Employment Agreement ("Agreement"), dated as of January
1, 1998, is made  by  and  between  Maxicare  Health Plans, Inc., a
Delaware corporation (the "Company"),  and  Randall S. Anderson, an
individual ("Employee").

                            RECITALS

        This  Agreement  is  made  in  consideration  of Employee's
desire to  enter  the  employ  or  continue  in  the  employ of the
Company, and the Company desires that employee be so employed.
        1.   Definitions.   As   used   in   this   Agreement,  the
following capitalized  terms  shall  have  the  following meanings,
unless otherwise expressly provided or unless the context otherwise
requires:
             (a)    "Board  of  Directors"   means   the  Board  of
Directors of the Company.
             (b)    "Cause" means,  as  used  with  respect  to the
involuntary termination of Employee:
                    (i)     Any   breach   by   Employee   of  this
Agreement;
                    (ii)    The material  or  continuous failure of
Employee to perform his  job  duties to the Company's satisfaction,
whether by reason of his inability, refusal or otherwise;
                    (iii)   Employee's   willfully    causing   the
Company, whether by action  or  inaction,  to  violate any state or
federal law, rule or regulation;
                    (iv)    The engaging by  Employee in misconduct
or inaction detrimental  to  the  Company's  business or reputation
and/or which  exposes  the  Company  to  liability  based  upon the
inaction or action(s) of Employee;
                    (v)     The conviction of Employee for a felony
or of a crime involving moral turpitude;
                    (vi)    Any  act   of  dishonesty,  misconduct,
disloyalty,   fraud,   insubordination   or   misappropriation   of
confidential information in  connection  with Employee's employment
with the Company or the  satisfaction of his obligations hereunder;
or
                    (vii)   Any   breach   or   violation   of  the
Company's Policies and Procedures Manual (the "Policies Manual") as
in  effect  from  time  to  time  which  would  warrant termination
pursuant to the terms of such Policies Manual.
             (c)    "Incapacity" means the  absence of the Employee
from his employment or  the  inability  of  Employee to perform his
essential job duties with  reasonable accommodations on a full-time
basis by  reason  of  mental  or  physical  illness,  disability or
incapacity for a period of thirty (30) consecutive days.

        2.   Employment, Services and Duties.    The Company hereby
employs Employee as  Senior  Vice  President  - Plan Operations, or
such title designation as the Company, acting through the Company's
Chief Executive Officer (the "CEO")  may  from time to time direct.
Employee shall report to and be supervised by the CEO or such other
<PAGE>

person as the CEO may  designate  (the "Supervisor") and shall have
such duties and responsibilities as the Supervisor may designate.

        3.   Acceptance of Employment.      Employee hereby accepts
employment and agrees to  devote  his  full time with the Company's
business and shall  not  be  involved  in any activities whatsoever
which interfere with Employee's:  (1)  employment with the Company;
(2) satisfaction of Employee's obligations on behalf of the Company
pursuant to the  terms  of  this  Agreement;  or  (3) activities on
behalf of the Company  in  the  discharge  of his duties during the
Company's business hours.

        4.   Obligation to Other  Employers.    Employee represents
that his employment with  the  Company  does  not conflict with any
obligations he may have with  former employers or any other persons
or entities.   Employee  specifically  represents  that  he has not
brought to the Company  (and  will  not  bring  to the Company) any
materials or documents of  a  former  employer, or any confidential
information or property of a former employer.

        5.   Compensation.   As compensation for all services to be
rendered by Employee hereunder, the Company shall pay to Employee a
base salary  at  the  rate  of  $198,500.00  per  annum  (the "Base
Salary"), with such increases  and/or  bonuses as may be determined
from time to  time  by  the  CEO  in  his  sole  discretion and, if
applicable, subject to  the  approval  of  the  Board of Directors.
Said Base Salary shall be  payable  in bi-weekly installments or in
such other installments as the  Company  may  from time to time pay
other similarly situated employees.

        6.   Benefits.   In  addition  to the compensation provided
for in Section 5 of  this  Agreement, Employee shall have the right
to participate in  any  profit-sharing,  pension,  life, health and
accident insurance, or other employee benefits presently adopted or
which  hereafter  may  be  adopted  by  the  Company  in  a  manner
comparable to those offered or  available to other employees of the
Company who are similarly situated where such plans or programs are
available to  all  such  similarly  situated  employees pursuant to
their terms.   Nothing  contained  herein,  shall  require that the
Company's  Board  of   Directors   designate   the  Employee  as  a
participant in any new plan or program where the Board, in its sole
discretion, chooses to designate participants or qualifications for
any new or additional  program.    Except  as  set forth above, the
Company reserves  the  right  to  add,  terminate  and/or amend any
existing plans, policies,  programs  and/or arrangements during the
term of  this  Agreement  without  any  obligation  to the Employee
hereunder.  Employee shall  also  be  entitled  to twenty (20) days
annual vacation time, during  which  time  his compensation will be
paid in full.  Unused vacation days at the end of any pay period(s)
may be carried over to  subsequent pay period(s), provided that the
cumulative number of vacation days accruing from and after the date
of this Agreement carried over into any subsequent pay period shall
not exceed twenty  (20) days.  Employee shall not accrue additional
vacation days  during  any  pay  period  once  the  total number of
accumulated vacation days equals twenty (20) days.  However, solely
<PAGE>

in the event Employee, pursuant  to the Company policy, has accrued
in excess of twenty (20)  vacation  days  prior to the date of this
Agreement ("Excess Vacation Days"),  Employee  shall be entitled to
carry over up to,  but  not  in  excess  of,  such amount of Excess
Vacation  Days  from  pay  period  to  any  subsequent  pay period.
Notwithstanding the foregoing, Employee  shall  not be entitled to,
nor shall accrue any  new  vacation  days  during any pay period in
which Employee has Excess  Vacation  Days.    In the event Employee
reduces the amount of Excess Vacation  Days in any year through the
utilization of more than  twenty  (20)  vacation days in such year,
Employee shall not be  entitled  to  the restoration of such Excess
Vacations Days through  the  utilization  of  less than twenty (20)
vacation days in  any  subsequent  year  and  pay period.  Employee
shall under  no  circumstances  be  entitled  to  cash  in  lieu of
vacations days, except in  the  event  of Employee's termination of
employment with the Company.

        7.   Expenses.   The  Company  shall reimburse Employee for
all reasonable  travel,  hotel,  entertainment  and  other expenses
incurred  by  Employee  in   the  discharge  of  Employee's  duties
hereunder, in accordance with  Company  policy regarding same, only
after  receipt  from  Employee   of  vouchers,  receipts  or  other
reasonable  substantiation  of  such  expenses  acceptable  to  the
Company.

        8.   Term of Employment.    The  term of this Agreement and
Employee's employment shall be  for  a  period  of two (2) year(s),
commencing as of  the  date  of  this  Agreement and terminating on
December 31, 1999 (the "Expiration Date") unless otherwise extended
or sooner terminated as provided for in this Agreement.  Employee's
employment  with  the  Company  pursuant  to  this  Agreement shall
terminate prior to the Expiration  Date  upon the occurrence of any
of the following events:
             (a)    The death of Employee;
             (b)    Employee voluntarily leaves  the  employ of the
Company;
             (c)    The Incapacity of Employee;
             (d)    The  Company  terminates   this  Agreement  for
Cause;
             (e)    The Company terminates  this  Agreement for any
reason other than set forth in  Sections 8(a), 8(c) or 8(d) hereof;
or
             (f)    The appointment of  a  trustee  for the Company
for the purpose of liquidating  and winding up the Company pursuant
to Chapter 7 of the Federal Bankruptcy Code.

        9.   Compensation Upon Termination.      In  the event this
Agreement is terminated pursuant  to  Section  8, the Company shall
pay to Employee his then  current Base Salary, prorated through the
Employee's  last  day   of   employment   with   the  Company  (the
"Termination Date") and  solely  those  additional bonuses that had
been declared or fully earned by Employee prior to such termination
("Earned Bonuses"), but had  not  yet  received Earned Bonuses, and
any accrued vacation through the Termination Date pursuant to
<PAGE>

Section 6 (the "Termination Pay").   Except as set forth below, all
employment  compensation  and  benefits   shall  cease  as  of  the
Termination Date.  In addition to the foregoing:
             (a)    In the event that such termination arises under
Section  8(a),  Employee's  estate  shall  be  entitled  to receive
severance compensation  equal  to  such  amount  of Employee's then
current Base Salary as  would  have  been over an additional thirty
(30) day period;
             (b)    Employee  recognizes  that  this  Agreement and
Employee's employment with  the  Company  may  be terminated at any
time by the Company  prior  to  the Expiration Date "without cause"
and  nothing  contained  herein  shall  require  that  the  Company
continue  to  employ  the   Employee  until  the  Expiration  Date;
notwithstanding the foregoing, if  prior  to the Expiration Date of
this Agreement or  prior  to  its  termination pursuant to Sections
8(a) - 8(d) or 8(f)  hereof  or  this, this Agreement is terminated
pursuant to Section 8(e) above, the Employee shall: (y) receive the
greater of either: (i)  his  then  current  Base Salary through the
Expiration Date of the Agreement or (ii) six (6) months Base Salary
when such payments would  have  otherwise  been paid had Employee's
employment with the Company continued (the "Severance Salary"); and
(z) be entitled to continue  to receive through the Expiration Date
solely the health, dental,  disability  and life insurance benefits
that Employee was receiving or participating in pursuant to Section
6 immediately prior to such termination, as though such termination
had not occurred.    If  the  Company  is  unable  to continue such
benefits, the Company shall  obtain  or  reimburse Employee for all
costs actually incurred  by  the  Employee  to obtain substantially
equivalent benefits  (the  "Severance  Benefits").    The Severance
Benefits shall be provided to Employee  as and when such amounts or
benefits would have been paid  to Employee had such termination not
occurred until the first to occur  of: (1) the Expiration Date, (2)
Employee's Death, or (3) until  such time as Employee obtains other
employment which offers any  of  such  benefits to its employees of
similar stature with the  Employee.    In  the event any comparable
benefit obtained or available to the Employee in his new employment
is less than  such  Severance  Benefits  being provided pursuant to
this Section 9, the Company  will  provide  for or pay the monetary
costs of obtaining  such  additional  benefits necessary to provide
substantially similar overall benefits.    The Severance Salary and
the Severance Benefits are  hereinafter collectively referred to as
the "Severance Compensation".

THE SEVERANCE COMPENSATION IN THIS SUBSECTION 9(b) SHALL BE PAID OR
MADE AVAILABLE TO  EMPLOYEE  AS  LIQUIDATED  DAMAGES FOR ALL CLAIMS
EMPLOYEE WOULD HAVE WITH  RESPECT  TO:  (i) THE TERMINATION OF THIS
AGREEMENT OR  THE  TERMINATION  OF  EMPLOYEE'S  EMPLOYMENT UPON THE
EXPIRATION OF THIS AGREEMENT; (ii) ANY COMPENSATION OR BENEFITS DUE
EMPLOYEE FROM THE COMPANY PURSUANT  TO THIS AGREEMENT AND (iii) THE
INJURY TO EMPLOYEE'S REPUTATION AS  A  RESULT OF ANY TERMINATION OF
THIS AGREEMENT OR TERMINATION OF  EMPLOYMENT UPON THE EXPIRATION OF
THIS AGREEMENT.  IN CONNECTION THEREWITH, THE PARTIES AGREE THAT IT
WOULD BE IMPRACTICAL  AND  EXTREMELY  DIFFICULT  TO  FIX THE ACTUAL
AMOUNT OF SUCH DAMAGES AND CLAIMS DUE EMPLOYEE WITH RESPECT THERETO
AND THAT SUCH SEVERANCE  COMPENSATION  AND/OR TERMINATION PAY SHALL
CONSTITUTE A REALISTIC AND REASONABLE VALUATION OF THE DAMAGES WITH
RESPECT TO EMPLOYEE'S CLAIMS.
<PAGE>


               __________                    ____________

             (c)    Except as otherwise provided in Section 9(a) or
(b) above, all other compensation and benefits enjoyed by or due to
Employee as part of Employee's employment with Employer shall cease
as of the Termination Date; including but not limited to any rights
to  office  or  parking  space,   vacation  or  sick  pay,  use  of
telephones,   Xeroxing   or    Facsimile   equipment,   secretarial
assistance, any  unpaid  bonus  (other  than  Earned  Bonuses), all
benefits and/or rights pursuant to Section 6 above and the right to
receive grants of any stock  options which have not previously been
granted  to  employee  or,  except  as  expressly  provided  in any
applicable stock option  agreement  or  plan,  vesting in any stock
options previously granted to Employee  which have not vested as of
the Termination Date.
             (d)    In the event Employee  does  not receive, on or
before the Expiration Date, an offer for a new employment agreement
but nevertheless continues as an  employee of the Company after the
Expiration Date, Employee shall be  thereafter  deemed to be an "at
will employee" who may be  terminated  by  the Company at any time.
In the event Employee's  employment  with the Company is terminated
while Employee is an "at will employee", Employee shall be entitled
to only those severance benefits,  if  any, which are in accordance
with the Company's then  existing  Policies Manual or other written
personnel policies. Employee  acknowledges  and understands that in
such event, Employee will  no  longer  be entitled to the Severance
Compensation set forth herein.
             (e)    All payments of Severance Compensation shall be
made when such payments would have been made had this Agreement not
been terminated and  all  Severance  Benefits, Severance Salary and
Termination Pay shall  be  paid  or  provided  subject to the usual
withholdings, including state and federal taxes.

        10.  Covenant Not to Compete.
             (a)    Employee  covenants  and  agrees  that,  during
Employee's employment with the  Company pursuant to this Agreement,
Employee will not,  directly  or  indirectly, own, manage, operate,
join, control or become employed by,  or render any services of any
advisory nature  or  otherwise,  or  participate  in the ownership,
management, operation or  control  of,  any business which competes
with the business of the Company or any of its affiliates.
             (b)    Notwithstanding the  foregoing,  Employee shall
not be prevented from investing  his  assets in such form or manner
as will not require any  services  on  the  part of Employee in the
operation of the  affairs  of  a  company  in which investments are
made,  provided  such  company   is   not  engaged  in  a  business
competitive to the Company,  or  if  it  is in competition with the
Company, provided its stock  is  publicly  traded and Employee owns
less than  one  percent  (1%)  of  the  outstanding  stock  of that
company.

        11.  Confidentiality.   Employee  covenants and agrees that
he will not at  any  time  during  or  after the termination of his
employment by the Company reveal, divulge or make known to any
<PAGE>

person, firm or corporation any information, knowledge or data of a
proprietary nature relating to the  business  of the Company or any
of its affiliates which is not or has not become generally known or
public.  Employee  shall  hold,  in  a  fiduciary capacity, for the
benefit of the Company,  all  information,  knowledge  or data of a
proprietary nature, relating to  or concerned with, the operations,
customers, developments, sales, business and affairs of the Company
and its affiliates which is  not  generally known to the public and
which is or was obtained  by  the Employee during his employment by
the Company.  Employee  recognizes  and  acknowledges that all such
information, knowledge or data  is  a  valuable and unique asset of
the Company, and accordingly  he  will  not  discuss or divulge any
such  information,  knowledge   or   data   to  any  person,  firm,
partnership, corporation or organization other than to the Company,
its affiliates, designees, assignees or successors or except as may
otherwise be required by the  law,  as  ordered by a court or other
governmental body of competent  jurisdiction, or in connection with
the business and affairs of the Company.

        12.  Equitable Remedies.     In  the  event  of a breach or
threatened breach  by  Employee  of  any  of  his obligations under
Sections 10 and 11  of  this  Agreement, Employee acknowledges that
the Company may not have an adequate remedy at law and therefore it
is mutually  agreed  between  Employee  and  the  Company  that, in
addition to any  other  remedies  at  law  or  in  equity which the
Company may have, the Company shall  be entitled to seek in a court
of  law  and/or  equity  a  temporary  and/or  permanent injunction
restraining Employee from  any  continuing  violation  or breach of
this Agreement.

        13.  Miscellaneous.
             (a)    This Agreement shall be  binding upon and inure
to the benefit of  the  Company  and  any successor of the Company.
Except as set forth in Section 8(f) above, this Agreement shall not
be terminated by the  voluntary  or  involuntary dissolution of the
Company or by any  merger,  reorganization  or other transaction in
which the Company is not  the surviving or resulting corporation or
upon any transfer of all or  substantially all of the assets of the
Company in the event  of  any  such  merger, or transfer of assets.
The provisions of this  Agreement  shall  be binding upon and shall
inure to  the  benefit  of  the  surviving  business  entity or the
business entity to which  such  assets  shall be transferred in the
same manner and  to  the  same  extent  that  the  Company would be
required to perform  it  if  no  such  transaction had taken place.
Neither this Agreement  nor  any  rights  arising  hereunder may be
assigned or pledged by Employee.
             (b)    Except  as   otherwise   provided   by  law  or
elsewhere herein, in  the  event  of  an  act  of force majeure, as
hereinafter defined, during the  term  hereof which event continues
for a period of no less  than  fifteen (15) days, the Company shall
be entitled to  suspend  this  Agreement  for  the duration of such
event of force majeure.  In  such event, during the duration of the
event of  force  majeure  the  Company  shall  be  relieved  of its
obligations to the Employee  pursuant  to  Sections 5 and 6; except
for the continuation of any health, life or disability insurance
<PAGE>

coverage.   For  the  purposes  hereof,  "force  majeure"  shall be
defined as the occurrence of one or more of the following events:
                    (i)     any act  commonly  understood  to be of
force majeure which materially  and adversely affects the Company's
business and operations, including but  not limited to, the Company
having sustained a material loss, whether or not insured, by reason
of fire, earthquake, flood, epidemic, explosion, accident, calamity
or other act of God;
                    (ii)    any strike or labor dispute or court or
government action, order or decree;
                    (iii)   a   banking   moratorium   having  been
declared by federal or state authorities;
                    (iv)    an outbreak  of  major  armed conflict,
blockade, embargo, or other international hostilities or restraints
or orders of civic, civil defense, or military authorities or other
national or international calamity having occurred;
                    (v)     any act of public  enemy, riot or civil
disturbance or threat thereof; or
                    (vi)    a  pending   or   threatened  legal  or
governmental  proceeding  or  action   relating  generally  to  the
Company's business, or a  notification  having been received by the
Company of the threat of any such proceeding or action, which could
materially adversely affect the Company.
             (c)    Except  as  expressly   provided  herein,  this
Agreement contains  the  entire  understanding  between the parties
with respect to the subject matter hereof, and may not be modified,
altered or amended except by an instrument in writing signed by the
parties hereto. This Agreement  supersedes  all prior agreements of
the parties with respect to the subject matter hereof.
             (d)    This Agreement shall be construed in accordance
with the laws of the  State  of California applicable to agreements
wholly made and  to  be  performed  entirely  within such state and
without regard to the conflict of law principles thereof.
             (e)    Nothing  in  this   Agreement  is  intended  to
require or shall be  construed  as  requiring  the Company to do or
fail to do any act  in  violation  of applicable law. The Company's
inability pursuant to court order  to perform its obligations under
this Agreement shall not constitute a breach of this Agreement.  If
any provision of this  Agreement  is  invalid or unenforceable, the
remainder of this Agreement shall nevertheless remain in full force
and effect.  If any provision is held invalid or unenforceable with
respect to particular circumstances, it shall, nevertheless, remain
in full force and effect in all other circumstances.
             (f)    With the exception  of  the  Company's right to
enforce the provisions found in Sections 10 or 11 of this Agreement
pursuant to Section 12  hereof,  any  and all disputes arising from
Employee's  employment  with   or   termination  from  the  Company
including but not limited  to  any  claim for unlawful retaliation,
wrongful termination of employment,  violation  of public policy or
unlawful discrimination or harassment  because of race, color, sex,
national origin, religion,  age,  physical  or mental disability or
condition, marital  status,  sexual  orientation  or  other legally
protected characteristic shall  be  resolved  by  final and binding
arbitration  before  a  single  arbitrator.    EXCEPT  AS OTHERWISE
PROVIDED IN THIS SECTION, THE PARTIES AGREE THAT IF A DISPUTE OR
<PAGE>

CLAIM OF ANY KIND  ARISES  BETWEEN  THEM,  THEY  AGREE TO WAIVE ANY
RIGHTS EACH MAY HAVE TO A  JURY  OR  COURT TRIAL.  Any party hereto
electing to commence an  action  shall  give  written notice to the
other parties hereto of  such  election.    The arbitrator shall be
limited to an  award  of  monetary  damages  and  shall conduct the
arbitration in accordance  with  the  California Rules of Evidence.
The dispute shall be settled  by  arbitration  to take place in Los
Angeles County, California, in  accordance  with  the then rules of
the American Arbitration Association  or  its successor.  The award
of such arbitrator may  be  confirmed  or  enforced in any court of
competent jurisdiction. The  costs  and  expenses of the arbitrator
including the attorney's fees  and  costs  of  each of the parties,
shall be apportioned between  the  parties by such arbitrator based
upon  such  arbitrator's  determination  of  the  merits  of  their
respective positions.  Nothing  contained  in this Section shall in
any way be  construed  to  modify,  expand  or  otherwise alter the
rights  and  obligations  of  the  Company  and  Employee contained
elsewhere in this Agreement.
             (g)    Any notice to the Company required or permitted
hereunder  shall  be  given  in  writing  to  the  Company,  either
personally, by messenger,  courier  or otherwise, telex, telecopier
or, if by mail,  by  registered  or  certified mail, return receipt
requested, postage prepaid, duly addressed  to the Secretary of the
Company at its then principal place of business. Any such notice to
Employee shall be given to  the  Employee  in a like manner, and if
mailed shall be addressed  to  Employee  at Employee's home address
then shown in  the  files  of  the  Company.    For  the purpose of
determining compliance with any  time  limit herein, a notice shall
be deemed given on the fifth  day following the postmarked date, if
mailed, or the date of  delivery  if delivered personally, by telex
or telecopier.
             (h)    Employee acknowledges  that:  (i)  he  has been
advised by the Company that this Agreement affects his legal rights
and to seek the advice of  his  legal counsel prior to executing it
and (ii) has had  the  opportunity  to  consult  with his own legal
counsel in connection with  the  negotiations  of the terms of this
Agreement, his rights with respect hereto and the execution hereof.
             (i)    A  waiver  by  either  party  of  any  term  or
condition of this  Agreement  or  any  breach  thereof,  in any one
instance, shall not be deemed or  construed  to be a waiver of such
term or condition or of any subsequent breach thereof.
             (j)    The section  and  subsection headings contained
in this Agreement  are  solely  for  convenience  and  shall not be
considered in its interpretation.
             (k)    This Agreement may be  executed  in one or more
counterparts, each of which shall constitute an original.
<PAGE>


          IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first written above.

                            COMPANY:

                               MAXICARE HEALTH PLANS, INC.
                               a Delaware corporation


                               By: ___________________________
                                   Peter J. Ratican
                                   Chairman, President and
                                   Chief Executive Officer



                               By: ___________________________
                                   Alan D. Bloom, Secretary


                            EMPLOYEE:


                               By: ___________________________
                                   Randall S. Anderson


<PAGE>