Exhibit 10.4f


                      SECURED PROMISSORY NOTE


$2,229,028.13                                 February 18, 1997



      FOR  VALUE  RECEIVED,  EUGENE  L.  FROELICH  (the "Borrower")
promises to pay to  the  order  of  MAXICARE  HEALTH PLANS, INC., a
Delaware corporation (the  "Lender"),  the  sum  of Two Million Two
Hundred Twenty  Nine  Thousand  Twenty  Eight  Dollars and Thirteen
Cents ($2,229,028.13), together with interest thereon from the date
of the Loan at the Applicable Rate, compounded monthly.

      Except as  otherwise  provided  in  the  Loan  Agreement, all
accrued interest and unpaid principal of this Note shall be due and
payable on the Maturity Date.

      This Note is fully recourse to the Borrower.

      All payments in respect of this  Note shall be made in lawful
money of the United  States  of  America  in  same day funds to the
office of the Lender located  at  1149 South Broadway Street, Suite
910, Los Angeles, California 90015 or  at such other place as shall
be designated in writing  by  the  Lender  to  the Borrower.  Until
notified in writing  of  the  transfer  of  this Note, the Borrower
shall be entitled to deem the  Lender,  or such person who has been
so identified by the transferor  in  writing to the Borrower as the
holder of this Note, as the owner  and holder of this Note. Each of
the Lender and  any  subsequent  holder  of  this  Note agrees that
before disposing of this Note  or  any  part  hereof it will make a
notation  hereon  of   all   payments  previously  made  hereunder;
provided, however, that the failure to make notation of any payment
made  on  this  Note  shall  not  limit  or  otherwise  affect  the
obligation of the  Borrower  hereunder  with  respect to payment on
this Note.

      This Note is the Note referred  to in, and is entitled to all
of the rights, benefits  and  privileges  provided  for in the Loan
Agreement, dated as of February  18, 1997 (as amended, supplemented
or modified from time to  time,  the "Loan Agreement" ) between the
Borrower and the Lender.  For the purposes hereof, unless otherwise
defined herein, all capitalized terms  contained in this Note shall
have the meanings ascribed to them  in the Loan Agreement. The Loan
Agreement, among other things, (a)  provides  for the making of the
Loan (the "Loan") by the  Lender  to  the Borrower in the principal
amount of Two Million Two Hundred Twenty Nine Thousand Twenty Eight
Dollars and Thirteen Cents ($2,229,028.13), the indebtedness of the
Borrower resulting from such Loan being evidenced by this Note, and
(b) contains  provisions  for  acceleration  of  the  Maturity Date
hereof upon the happening of certain stated events.

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      This Note is secured  by  that  certain Pledge Agreement (the
"Pledge Agreement") of even  date  by  and between the Borrower and
the Lender.

      No reference  herein  to  the  Loan  Agreement  or the Pledge
Agreement and no provision of this  Note, the Loan Agreement or the
Pledge Agreement  shall  alter  or  impair  the  obligation  of the
Borrower, which is absolute and  unconditional, to pay this Note at
the place and at the time herein prescribed.

      The Borrower promises to  pay  all costs, expenses, including
reasonable  attorneys'  fees,   incurred   in  the  collection  and
enforcement of this Note.  The  Borrower and endorsers of this Note
hereby consent to renewals and  extensions  of time at or after the
maturity  hereof,  without  notice,  and  hereby  waive  diligence,
presentment, protest, demand and notice of every kind.

      IN WITNESS WHEREOF, the  Borrower  has executed and delivered
this Note as of the day and year and place first above written.


                                       /s/ EUGENE L. FROELICH
                                       ----------------------
                                           EUGENE L. FROELICH

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