<PAGE>   1
                                        
                                        
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                        
                                        
                                   FORM 10-Q


[X]      Quarterly report pursuant to Section 13 or 15(d) of the 
         Securities Exchange Act of 1934

         For the period ended August 31, 1998.

[ ]      Transition report pursuant to Section 13 or 15(d) of the 
         Securities Exchange Act of 1934

         For the transition period from                to              .
                                        --------------    -------------

         Commission File Number 0-5751
                                ------



                         COMPREHENSIVE CARE CORPORATION
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)


             DELAWARE                                     95-2594724
 ---------------------------------             ---------------------------------
   (State or other jurisdiction                (IRS Employer Identification No.)
 of incorporation or organization)



              4200 WEST CYPRESS STREET, SUITE 300, TAMPA, FL 33607
             -----------------------------------------------------
             (Address of principal executive offices and zip code)


                                 (813) 876-5036
              ----------------------------------------------------
              (Registrant's telephone number, including area code)



         Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.

                                                              Yes [X]  No [ ]


         Indicate the number of shares outstanding of each of the issuer's
classes of Common Stock, as of the latest practicable date:



                Classes                          Outstanding at October 6, 1998
--------------------------------------           ------------------------------
Common Stock, par value $.01 per share                     3,473,983


<PAGE>   2
                COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES



                                     INDEX

<TABLE>
<CAPTION>                                                                                              
                                                                                                              PAGE
<S>      <C>                                                                                                  <C>
PART I - FINANCIAL INFORMATION


         ITEM 1 -- CONSOLIDATED FINANCIAL STATEMENTS

                   Consolidated Balance Sheets,
                           August 31, 1998 and May 31, 1998..................................................     3

                   Consolidated Statements of Operations for
                           the Three Months ended August 31, 1998 and 1997...................................     4

                   Consolidated Statements of Cash Flows for
                           the Three Months ended August 31, 1998 and 1997...................................     5

                   Notes to Consolidated Financial Statements................................................  6-12


         ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
                   RESULTS OF OPERATIONS..................................................................... 13-17


PART II - OTHER INFORMATION

         ITEM 1 -- LEGAL PROCEEDINGS.........................................................................    18

         ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K..........................................................    19


         SIGNATURES..........................................................................................    20

</TABLE>





                                       2

<PAGE>   3


PART I. - FINANCIAL INFORMATION



ITEM 1 -- CONSOLIDATED FINANCIAL STATEMENTS
                                        
                COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                             (Amounts in thousands)
<TABLE>
<CAPTION>

                                                                                           AUGUST 31,      MAY 31,
                                                                                              1998          1998
                                                                                           ----------      -------
                                                                                           (Unaudited)
<S>                                                                                        <C>             <C>  
ASSETS                                
CURRENT ASSETS:
     Cash and cash equivalents..................................................           $  5,236        $  6,016
     Accounts receivable, net...................................................              3,394           3,600
     Accounts receivable - pharmacy and laboratory costs .......................              7,083           5,655
     Other receivable...........................................................              2,415           2,415
     Other current assets.......................................................                391             235
                                                                                           --------        --------
TOTAL CURRENT ASSETS............................................................             18,519          17,921
                                                                                           --------        --------

Property and equipment..........................................................             11,723          11,416
Less accumulated depreciation and amortization..................................             (4,599)         (4,373)
                                                                                           --------        --------
Net property and equipment......................................................              7,124           7,043
                                                                                           --------        --------

Property and equipment held for sale............................................              1,910           1,910
Notes receivable................................................................                 94              94
Goodwill, net...................................................................              1,169           1,187
Restricted cash.................................................................              1,862           1,848
Other assets....................................................................                408             402
                                                                                           --------        --------

TOTAL ASSETS....................................................................           $ 31,086        $ 30,405
                                                                                           ========        ========

LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
     Accounts payable and accrued liabilities...................................           $  5,541        $  5,789
     Accrued claims payable.....................................................              3,926           4,846
     Accrued pharmacy and laboratory costs payable..............................              6,953           5,655
     Current maturities of long-term debt.......................................                  2               2
     Unbenefitted tax refunds received..........................................             12,092          12,092
     Income taxes payable.......................................................                274             306
                                                                                           --------        --------
TOTAL CURRENT LIABILITIES.......................................................             28,788          28,690
                                                                                           --------        --------

LONG-TERM LIABILITIES:
     Long-term debt, excluding current maturities...............................              2,256           2,704
     Other liabilities..........................................................                286             297
                                                                                           --------        --------
TOTAL LONG-TERM LIABILITIES.....................................................              2,542           3,001
                                                                                           --------        --------
TOTAL LIABILITIES...............................................................             31,330          31,691
                                                                                           --------        --------

STOCKHOLDERS' DEFICIT:
     Preferred stock, $50.00 par value; authorized 60,000 shares; issued and
     outstanding 41,260 shares of Series A Non-Voting 4% Cumulative 
     Convertible Preferred Stock at redemption value............................              2,197           2,176
     Common stock $.01 par value; authorized 12,500,000 shares; issued
     and outstanding 3,472,983 and 3,415,402 shares.............................                 35              34
     Additional paid-in-capital.................................................             49,663          49,201
     Accumulated deficit........................................................            (52,139)        (52,697)
                                                                                           --------        --------
TOTAL STOCKHOLDERS' DEFICIT.....................................................               (244)         (1,286)
                                                                                           --------        --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT.....................................           $ 31,086        $ 30,405
                                                                                           ========        ========


</TABLE>


                            See accompanying notes.


                                       3
<PAGE>   4
                                        
                                        
                COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                                  (Unaudited)
                (Amounts in thousands, except per share amounts)
                                        
<TABLE>
<CAPTION>

                                                                                           THREE MONTHS ENDED
                                                                                               AUGUST 31,
                                                                                            1998         1997
                                                                                            ----         ----
<S>                                                                                       <C>          <C>

OPERATING REVENUES..............................................................          $11,398      $10,888

COSTS AND EXPENSES:
Direct healthcare operating expenses............................................            8,766       10,455
General and administrative expenses.............................................            1,686        1,064
Provision for doubtful accounts.................................................              254          175
Depreciation and amortization...................................................              243          189
                                                                                          -------      -------
                                                                                           10,949       11,883

INCOME (LOSS) FROM OPERATIONS...................................................              449         (995)

OTHER INCOME (EXPENSE)
Gain on sale of assets..........................................................               --          157
Loss on sale of assets..........................................................               --           (8)
Interest income.................................................................               71          113
Interest expense................................................................              (46)         (63)
                                                                                          -------      -------

INCOME (LOSS) BEFORE INCOME TAXES...............................................              474         (796)
                                                                                          -------      -------

Income tax expense .............................................................              (15)         (18)
                                                                                          -------      -------

Income (loss) before extraordinary gain.........................................              459         (814)
Extraordinary gain, net of taxes of $0..........................................              120           --
                                                                                          -------      -------
NET INCOME (LOSS)...............................................................          $   579      $  (814)
                                                                                          -------      -------

Dividends on convertible preferred stock........................................              (21)         (21)
                                                                                          -------      -------
NET INCOME (LOSS) ATTRIBUTABLE TO COMMON STOCKHOLDERS...........................          $   558      $  (835)
                                                                                          =======      =======

BASIC EARNINGS PER SHARE
Income (loss) before extraordinary item.........................................          $  0.13      $ (0.25)
Extraordinary item..............................................................             0.03           --
                                                                                          -------      -------
Net income (loss)...............................................................          $  0.16      $ (0.25)
                                                                                          =======      =======

DILUTED EARNINGS PER SHARE
Income (loss) before extraordinary item.........................................          $  0.12      $ (0.25)
Extraordinary item..............................................................             0.03           --
                                                                                          -------      -------
Net income (loss)...............................................................          $  0.15      $ (0.25)
                                                                                          =======      =======
</TABLE>

                            See accompanying notes.


                                       4

<PAGE>   5
                                        
                                        
                                        
                COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (Unaudited)
<TABLE>
<CAPTION>


                                                                                            THREE MONTHS ENDED
                                                                                                AUGUST 31,
                                                                                             1998         1997
                                                                                             ----         ----
                                                                                          (Amounts in thousands)
<S>                                                                                       <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)..........................................................          $   579      $  (814)
ADJUSTMENTS TO RECONCILE NET INCOME (LOSS) TO NET CASH USED IN OPERATING
     ACTIVITIES:
     Depreciation and amortization..............................................              243          189
     Provision for doubtful accounts............................................              254          175
     Extraordinary gain on debenture conversion.................................             (120)          --
     Gain on sale of assets.....................................................               --         (157)
     Loss on sale of assets.....................................................               --            8

CHANGES IN ASSETS AND LIABILITIES:
     Accounts receivable........................................................              (48)         198
     Accounts receivable - pharmacy and laboratory costs........................           (1,428)          --
     Notes and other receivables................................................               --           15
     Other current assets, restricted funds, and other non-current assets.......             (186)      (1,176)
     Accounts payable and accrued liabilities...................................             (327)        (326)
     Accrued claims payable.....................................................           (1,010)         142
     Accrued pharmacy and laboratory costs payable..............................            1,298           --
     Income taxes payable.......................................................              (32)           1
     Other liabilities..........................................................              146          356
                                                                                          -------      -------
         NET CASH USED IN OPERATING ACTIVITIES..................................             (631)      (1,389)

CASH FLOWS FROM INVESTING ACTIVITIES:
     Net proceeds from sale of property and equipment
         (operating and held for sale)..........................................               --        2,954
     Additions to property and equipment........................................             (307)        (690)
                                                                                          -------      -------
         NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES....................             (307)       2,264
                                                                                          -------      -------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Bank and other borrowings..................................................               --           16
     Proceeds from the issuance of Common Stock.................................              158           --
     Repayment of debt..........................................................               --          (66)
                                                                                          -------       ------
         NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES....................              158          (50)
                                                                                          -------       ------

Net increase (decrease) in cash and cash equivalents............................             (780)         825

Cash and cash equivalents at beginning of period................................            6,016        3,991
                                                                                          -------      -------

CASH AND CASH EQUIVALENTS AT END OF PERIOD......................................          $ 5,236      $ 4,816
                                                                                          =======      =======


</TABLE>

                            See accompanying notes.


                                       5

<PAGE>   6


                COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

NOTE 1 -- BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

          The consolidated balance sheet as of August 31, 1998, and the related
consolidated statements of operations and cash flows for the three months ended
August 31, 1998 and 1997 are unaudited and have been prepared in accordance with
generally accepted accounting principles for interim financial information and
with the instructions to Form 10-Q and Article 10 of Regulation S-X. In the
opinion of management, all adjustments necessary for a fair presentation of such
financial statements have been included. Such adjustments consisted only of
normal recurring items. The results of operations for the three months ended
August 31, 1998 are not necessarily indicative of the results to be expected
during the balance of the fiscal year.

          The consolidated financial statements do not include all information
and footnotes necessary for a complete presentation of financial position,
results of operations and cash flows in conformity with generally accepted
accounting principles. The Balance Sheet at May 31, 1998 has been derived from
the Audited Financial Statements at that date, but does not include all of the
information and footnotes required by generally accepted accounting principles
for complete financial statements. Notes to consolidated financial statements
included in Form 10-K for the year ended May 31, 1998 on file with the
Securities and Exchange commission provide additional disclosures and a further
description of accounting policies.

          The Company's financial statements are presented on the basis that it
is a going concern, which contemplates the realization of assets and
satisfaction of liabilities in the normal course of business. The consolidated
financial statements do not include any adjustments to reflect the possible
future effects on the recovery and classification of assets or the amount and
classification of liabilities that may result from the outcome of the
uncertainties described in Note 2 -- "Liquidity and Capital Resources".

          The accrued claims payable liability represents the estimated ultimate
net cost for all behavioral healthcare services provided through August 31,
1998. The unpaid claims liability is estimated using an actuarial paid
completion factor methodology and other statistical analyses. These estimates
are subject to the effects of trends in utilization and other factors. Although
considerable variability is inherent in such estimates, management believes
that the unpaid claims liability is adequate. The estimates are continually
reviewed and adjusted as experience develops or new information becomes known
with adjustments included in current operations.

          The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from these estimates.


NOTE 2 -- LIQUIDITY AND CAPITAL RESOURCES

          At August 31, 1998, the Company had cash and cash equivalents of $5.2
million. During the quarter ended August 31, 1998, the Company used $0.6
million in its operating activities, used $0.3 million in its investing
activities, and provided $0.2 million from its financing activities. The
Company reported net income of $0.6 million for the quarter ended August 31,
1998, versus a net loss of $0.8 million for the quarter ended August 31, 1997,
an improvement of $1.4 million. The Company has an accumulated deficit of $52.1
million and total stockholders' deficit of $0.2 million as of August 31, 1998.
Additionally, the Company's current assets at August 31, 1998 amounted to
approximately $18.5 million and current liabilities were approximately $28.8
million, resulting in a working capital deficiency of approximately $10.3
million and a current ratio of 1:1.6. The Company's primary use of available
cash resources is to expand its behavioral managed care business and fund
operations.

          Management intends to continue the expansion of its managed care
business. Expansion will require competing with managed care companies that
have more available resources. In order to compete effectively, demands on the
Company's cash resources may increase significantly. There can be no assurance
that the Company will retain all of its existing contracts, which generate cash
flow from operations. Other cash requirements during fiscal year 1999 may
include the following:

          1.   The Company intends to rapidly accelerate its efforts to become
               Year 2000 compliant and the cost of doing so has not yet been
               determined, but such costs could be material to the financial
               position of the Company.


                                        
                                       6
<PAGE>   7
                                        
                COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

          2.   The Company recently received the examination report from the
               Internal Revenue Service. While the Company intends to vigorously
               contest the results of that audit, no assurance can be provided
               as to the amount and timing of the ultimate outcome (see Note 7
               -- "Commitments and Contingencies").

          3.   As described in Note 7 -- "Commitments and Contingencies" the
               Company expects to repay $1.0 million to the California Medicaid
               program during fiscal year 1999.

          The Company's available sources of cash during fiscal year 1999 will
be derived from operations and the potential sale of the closed psychiatric
hospital, designated as held for sale with a reported carrying value of $1.9
million and other assets such as the operating hospital for which the Company
recently received a Letter of Intent to Purchase for $5.1 million. There can be
no assurance that the sale will occur and, if it does occur, that sufficient
funds will be derived in an amount or at a point in time that will allow the
Company to meet its obligations.

          The Company cannot state with any degree of certainty, at this time,
whether additional equity or debt financing will be available to it, and if
available, would be available on terms and conditions acceptable to the Company.
Any potential sources of additional financing are subject to business and
economic conditions outside the Company's control. There can be no assurance
during fiscal year 1999 that, if required to do so, the Company will be able to
complete the transactions necessary to eliminate the working capital deficit.

          These conditions may raise doubt about the Company's ability to
continue as a going concern. The accompanying Consolidated Financial Statements
do not include any adjustments to reflect the possible future effects on the
recoverability and classification of assets or the amount and classification of
liabilities that may result from the outcome of this uncertainty.

NOTE 3 -- PHARMACY AND LABORATORY COSTS

          In April 1997, the Company entered into an agreement with PCA Health
Plans of Puerto Rico, Inc., a subsidiary of Humana, Inc. ("PCA"), which
accounted for 29% and 13% of the Company's operating revenue for the quarters
ended August 31, 1998 and 1997, respectively. PCA has entered into a health
insurance contract with the Puerto Rico Health Insurance Administration
("PRHIA"), a public instrumentality of the Commonwealth of Puerto Rico, to
provide medical and healthcare services to indigent patients in two rural
regions of Puerto Rico. The services are provided through a network of providers
who are located throughout the two regions. PCA has subcontracted with the
Company to provide all mental health, substance abuse, and other professional
services or supplies necessary to identify, treat, or avoid behavioral health
illness or injury to all persons covered under its agreement with PRHIA.

          Under this agreement, the Company is paid a fixed fee per member per
month ("PMPM"). This same agreement establishes an amount that is withheld from
PCA's monthly remittances to the Company to cover pharmacy and laboratory costs
which are the financial responsibility of the Company, but currently
administered by PCA. The Company is also required to maintain restricted
deposits with PCA in order to meet the specific equity requirements for this
contract.

          Because of the uncertainty surrounding the determination of the actual
pharmacy and laboratory costs incurred, the Company has reported the contract at
a 100% loss ratio as of May 31, 1998 and a 91% loss ratio for the three months
ended August 31, 1998, pending resolution and clarification of the actual costs
incurred which are not expected to exceed 100% of revenue as of May 31, 1998 and
91% of revenue for the three months ended August 31, 1998. For the quarter ended
August 31, 1998, the Company reported $1.4 million as revenue and 1.3 million as
claims expense in the accompanying financial statements. Additionally, the
Company has reported $7.1 million to date as the total unsettled amount as a
component of current assets, with $7.0 million included in current liabilities,
in the accompanying Balance Sheet as of August 31, 1998.

NOTE 4 -- INCOME TAXES

          The Company's provision for income taxes for the quarters ended August
31, 1998 and 1997 differ from the statutory rate of 34% due primarily to the
Company's utilization of tax return net operating loss carryforwards.




                                       7
<PAGE>   8
                                        
                COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

NOTE 5 -- LONG-TERM DEBT - DEBENTURE EXCHANGE

          In April 1985, the Company issued $46.0 million in 7 1/2% Convertible
Subordinated Debentures (the "Debentures"). These Debentures require that the
Company make semi-annual interest payments in April and October at an interest
rate of 7 1/2% per annum.

          On December 30, 1996, the Company completed a debenture exchange offer
with its debentureholders. An aggregate of $6.8 million of principal amount of
debentures, representing 72% of the issued and outstanding Debentures, was
tendered for exchange to the Company pursuant to the terms of the Exchange Offer
and a total of 164,304 shares of Common Stock were issued by the Company.

          On July 24, 1998, the Company completed a debenture exchange offer
with its debentureholders. An aggregate of $0.4 million of principal amount of
Debentures, representing approximately 17% of the issued and outstanding
Debentures, were tendered for exchange to the Company pursuant to the terms of
the exchange offer and a total of 33,185 shares of Common Stock were issued by
the Company. The resulting gain on the Debenture Exchange was $0.1 million after
related costs and expenses were recorded as an extraordinary gain in the
accompanying Consolidated Statements of Operations. The remaining amount of $0.3
million was recorded as additional paid-in-capital.




                                       8
<PAGE>   9
                                        
                COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)


NOTE 6 -- EARNINGS PER SHARE

          The following table sets forth the computation of basic and diluted
earnings per share in accordance with Statement No. 128, Earnings Per Share:

<TABLE>
<CAPTION>
                                                                                           THREE MONTHS ENDED
                                                                                                AUGUST 31,
                                                                                            1998         1997
                                                                                            ----         ---- 
                                                                                 (Amounts in thousands except per share data)
<S>                                                                                       <C>            <C>
Numerator:
     Income (loss) before extraordinary item....................................          $   459      $  (814)
     Less preferred stock dividends.............................................              (21)         (21)
                                                                                          -------      -------
     Income (loss) available to common stockholders before
         extraordinary item.....................................................              438         (835)
     Extraordinary item.........................................................              120           --
                                                                                          -------      -------
     Net income (loss) available to common stockholders.........................              558         (835)

Effect of dilutive securities:
     Preferred stock dividends..................................................               21           --
                                                                                          -------      -------
     Numerator for diluted earnings (loss) per share available
         to common stockholders after assumed conversions.......................          $   579      $  (835)
                                                                                          =======      =======

Denominator:
     Denominator for basic earnings (loss) per share - weighted
         average shares.........................................................            3,444        3,371
     Effect of dilutive securities:  
         Convertible preferred stock............................................              344           --
                                                                                          -------      -------
         Denominator for diluted earnings (loss) per share - adjusted
         weighted-average shares and assumed conversions........................            3,788        3,371
                                                                                          =======      =======

BASIC EARNINGS PER SHARE
Income (loss) before extraordinary item.........................................          $  0.13      $ (0.25)
Extraordinary item..............................................................             0.03           --
                                                                                          -------      -------
Net income (loss)...............................................................          $  0.16      $ (0.25)
                                                                                          =======      =======

DILUTED EARNINGS PER SHARE
Income (loss) before extraordinary item.........................................          $  0.12      $ (0.25)
Extraordinary item..............................................................             0.03           --
                                                                                          -------      -------
Net income (loss)...............................................................          $  0.15      $ (0.25)
                                                                                          =======      =======

</TABLE>

          The following number of potentially convertible shares of common stock
related to convertible preferred stock, convertible debentures, and stock
options are as follows at August 31, 1998:

<TABLE>
     <S>                                                                                <C> 
     For conversion of convertible preferred stock..............................          343,833
     For conversion of convertible debentures...................................            9,044
     Outstanding stock options..................................................          744,715
     Possible future issuance under stock options plans.........................          276,094
                                                                                        ---------
         Total..................................................................        1,373,686
                                                                                        =========
</TABLE>



                                       9


<PAGE>   10
                                        
                COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

NOTE 7 -- COMMITMENTS AND CONTINGENCIES


(1)       On September 22, 1998, the Company commenced an action against HIP of
          New Jersey ("HIP"). This action, commenced in the United States
          District Court for the District of New Jersey, asserts several causes
          of action; the principal one of which is for breach of contract in
          which compensatory damages of $1.1 million is sought for the failure
          of HIP to pay certain cost savings and other monies due to
          Comprehensive Behavioral Care, Inc. pursuant to a written agreement.
          The Company believes that it has a good and meritorious claim against
          HIP.

(2)       In connection with the filing of its Federal income tax returns for
          fiscal years 1995 and 1996, the Company filed for a tentative refund
          to carry back losses described in Section 172(f) of the Internal
          Revenue Code ("IRC"), requesting a refund to the Company of $9.4
          million and $5.5 million, respectively, of which refunds of $9.4
          million and $5.4 million were received. In addition, the Company also
          filed amended Federal income tax returns for fiscal years prior to
          1995, requesting similar refunds of losses carried back under Section
          172(f) of $6.2 million for 1986; $0.4 million for 1985; $0.7 million
          for 1983; and $0.4 million for 1982, a total of $7.7 million.

          During fiscal years 1997 and 1996, the Company recognized a portion of
          the refunds received as a tax benefit of $0.3 million and $2.4
          million, respectively. The balance of the refunds received, $12.1
          million, is recorded as a deferred liability, "Unbenefitted tax
          refunds received" pending resolution by the IRS of the appropriateness
          of the Section 172(f) carryback. The additional refunds requested
          under Section 172(f) for prior years of $7.7 million have not been
          received, nor has the Company recognized any tax benefit related to
          these potential refunds.

          Section 172(f) of the IRC provides for a ten-year net operating loss
          carryback for specific losses attributable to (1) a product liability
          or (2) a liability arising under a federal or state law or out of any
          tort if the act giving rise to such liability occurs at least three
          years before the beginning of the taxable year. The applicability of
          Section 172(f) to the type of business in which the Company operates
          is unclear.

          As a result of the Section 172(f) carryback claims filed by the
          Company, and the tentative refunds received, the Company came under
          audit with respect to the tax years previously mentioned.

          On August 21, 1998, the Company received an examination report, dated
          August 6, 1998, from the IRS advising the Company that it was
          disallowing $12.4 million of the $14.8 million of refunds previously
          received, and the additional refunds requested of $7.7 million. If the
          position of the IRS were to be upheld, the Company would be required
          to repay $12.4 million in refunds previously received, plus accrued
          interest of approximately $4.0 million through August 31, 1998.
          Accordingly, the Company would be entitled to a repayment of the fees
          advanced to its tax advisor relating to these refund claims of
          approximately $2.5 million. This report commences the administrative
          appeals process. The Company intends to protest the examination report
          and believes that its position with respect to its right to the tax
          refunds received will be upheld. The Company's tax advisor relating to
          these refund claims has advised management that the administrative
          appeals process could take twelve to eighteen months. In the event the
          Company wishes to further protest the results of its administrative
          appeal, it may further appeal to the United States Tax Court following
          the final determination of the administrative appeal. The Company has
          been advised that a determination by the United States Tax Court could
          take up to an additional twelve months from commencement of the
          appeals process in the United States Tax Court.

(3)       The Company is currently involved in an action in California Superior
          Court contesting certain aspects of an adverse administrative appeal
          decision regarding application of the Maximum Inpatient Reimbursement
          Limitation ("MIRL") to Medi-Cal reimbursement paid to Brea
          Neuropsychiatric Hospital for its fiscal periods 1983 through 1986.
          This facility was owned by the Company until its disposal in fiscal
          year 1991. The subject matter of the Superior Court action involves
          the refusal of the administrative law judge to order further
          reductions in the liability for costs associated with treating high
          cost, long stay Medi-Cal patients, which are commonly referred to as
          "outliers". It is anticipated that a final determination on the
          Superior Court action will be obtained in late 1998 or early 1999. The
          Company currently has $1.0 million accrued to settle this claim.





                                       10
<PAGE>   11
                COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

(4)       On December 29, 1997, Ms. Kerri Ruppert, the former Chief Financial
          Officer of the Company, commenced an action against the Company and
          its Chairman, Chriss W. Street, in the Superior Court of the State of
          California arising out of the termination of her employment on
          September 29, 1997. The action alleges alternate causes of action
          based upon her employment relationship with the Company and seeks
          unspecified damages for unpaid wages, unspecified actual, compensatory
          and punitive damages; damages for emotional distress; and costs, legal
          fees and penalties under applicable California law. The action is only
          in its formative stages. The Company has denied its liability and has
          denied the principal allegations of the complaint. The Company
          believes that it has good and meritorious defenses to this action.

(5)       On September 6, 1996, the Company instituted an arbitration against
          the Sellers of HMS with the American Arbitration Association in Orange
          County, California seeking, among other things, reimbursement from the
          Sellers for damages which the Company sustained by reason of the
          inaccuracies of the representations and warranties made by the Sellers
          and for the indemnification from each of the Sellers as provided for
          under the terms of the Stock Purchase Agreement. One seller has
          settled his case with the Company. The remaining seller has not
          interposed an answer to the arbitration, and the arbitration is
          therefore in its formative stages. The Company does not believe that
          the impact of these claims will have a material adverse effect on the
          Company's financial position, results of operations and cash flows.

(6)       The Company entered into a Stock Purchase Agreement on April 30, 1996
          to purchase the outstanding stock of HMS. The Stock Purchase Agreement
          was subject to certain escrow provisions and other contingencies that
          were not completed until July 25, 1996. In conjunction with this
          transaction, HMS initiated an arbitration against The Emerald Health
          Network, Inc. ("Emerald") claiming breach of contract and seeking
          damages and other relief. In August 1996, Emerald, in turn, initiated
          action in the U.S. District Court for the Northern District of Ohio,
          Eastern Division, (Case No. 1:96 CV 1759), against the Company
          claiming, among other things, interference with the contract between
          Emerald and HMS and seeking unspecified damages and other relief. The
          Company filed counterclaims against Emerald for deceptive trade
          practices, defamation, tortuous interference with business
          relationships, and unfair competition. A confidential settlement has
          been reached between Emerald and the Company. The Company believes
          that it has claims arising from this transaction against the
          accountants and legal counsel of HMS as well as HMS's lending bank. On
          October 1, 1996, the Company filed a claim of malpractice against the
          legal counsel of HMS. These claims are presently being investigated
          and have not as yet been quantified. The Company does not believe that
          the impact of these claims will have a material adverse effect on the
          Company's financial position, results of operations and cash flows.

(7)       In October 1994, the NYSE notified the Company that it was below
          certain quantitative and qualitative listing criteria in regard to net
          tangible assets available to Common Stock and three-year average net
          income. The Listing and Compliance Committee of the NYSE has
          determined to monitor the Company's progress toward returning to
          original listing standards and has so indicated in approving the
          Company's most recent Listing Application on December 30, 1996. No
          assurance may be given that additional equity may be obtained on terms
          favorable to the Company.

          From time to time, the Company and its subsidiaries are also parties
and their property is subject to ordinary routine litigation incidental to their
business. In some pending cases, claims exceed insurance policy limits and the
Company or a subsidiary may have exposure to a liability that is not covered by
insurance. Management believes that the outcome of such lawsuits will not have a
material adverse impact on the Company's financial statements.

IMPACT OF YEAR 2000 COMPUTER ISSUES

          The Company is currently in the early phases of assessing its ability
to make its information systems Year 2000 compliant. The Year 2000 problem
exists because many computer programs are unable to distinguish between the year
1900 and the Year 2000. Any failure to have corrected a Year 2000 problem could
result in an interruption in certain normal business activities or operations.

          The Company has not developed any contingency plan should it be unable
to become compliant in a timely manner and there can be no assurance that the
Company will become Year 2000 compliant. While management intends to do so, no
assessment has been made of the Company's third party vendors and customers. As
a result, the Company is unable to state with any certainty the costs of
becoming compliant. However, such costs are not 





                                       11

<PAGE>   12
                COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                  (Unaudited)

expected to exceed $1.0 million, of which the Company has expended approximately
$0.5 million. The absolute costs cannot be estimated at this time.

          The preliminary assessment indicates that, while the Company has
initially converted one of its five regions to a new, Year 2000 compliant claims
system, the remaining four regions will also require that they be converted to
the new claims system. The Company has a planned implementation schedule that
calls for completion of the conversion process by mid-1999.

          The Company has not addressed the potential impact of Year 2000 on its
non-essential information systems, its other equipment that may be affected by
Year 2000, or the impact of transacting business with their parties who do not
have Year 2000 compliant systems.

          Should the Company be unable to become Year 2000 compliant, the Year
2000 problem could result in an interruption in, or a failure of, certain normal
business activities or operations. Such failures could materially and adversely
affect the Company's results of operations, liquidity, and financial condition.

REGULATORY MONITORING AND COMPLIANCE

          The Company is subject to extensive and evolving state and federal
regulations, ranging from licensure and compliance with regulations related to
insurance companies and other risk assuming entities to licensure and compliance
with regulations related to healthcare providers. These laws and regulations may
vary considerably among states and, as a result, the Company may be subject to
the specific regulatory approach adopted by each state for the regulation of
managed care companies and for providers of behavioral healthcare treatment
services.

          Currently, management cannot quantify the potential effects of
additional regulation of the managed care industry, but such costs could have an
adverse effect on future operations to the extent that they are not able to be
recouped in future managed care contracts. Management believes that the Company
is currently in material compliance with the laws and regulations of the
jurisdictions in which it operates.




                                       12
<PAGE>   13
                                        
                COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES
                                        
ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
          RESULTS OF OPERATIONS

         This Quarterly Report on Form 10-Q includes forward-looking statements,
the realization of which may be impacted by certain important factors discussed
below under "Risk Factors - Important Factor Related to Forward-Looking
Statements and Associated Risks" (page 16).

GENERAL

          In response to continuing changes in the behavioral healthcare
industry, the Company has made significant changes in its operations including
the divestiture of many hospital facilities. The Company can now focus on its
network solutions related to managed care and behavioral medicine contract
management operations. During fiscal 1998 and 1997, managed care operations
experienced significant growth through internal development and the expansion
into new managed behavioral healthcare markets and products. During the first
fiscal quarter of 1999, the Company's operating revenues increased by 4.7% or
$0.5 million compared to the quarter ended August 31, 1997. Managed care
operations accounted for 85.8%, or $9.8 million of the Company's overall
operating revenues for the quarter ended August 31, 1998.


RESULT OF OPERATIONS

THE QUARTER ENDED AUGUST 31, 1998 COMPARED TO THE QUARTER ENDED MAY 31, 1998:

<TABLE>
<CAPTION>
                                          MANAGED                   CONTRACT      CORPORATE
QUARTER ENDED AUGUST 31, 1998              CARE       HOSPITAL     OPERATIONS     OVERHEAD     CONSOLIDATED
-----------------------------             -------     --------     ----------     ---------    ------------
<S>                                      <C>          <C>         <C>            <C>          <C>    
Operating Revenues                       $  9,784      $ 1,282        $ 220        $   112        $ 11,398
                                         --------      -------        -----        -------        --------

Direct Healthcare Operating Expenses        7,398        1,143          221              4           8,766
General and Administrative Expenses           712           10           11            953           1,686
Other Operating Expenses                      217          203           11             66             497
                                         --------      -------        -----        -------        --------
                                            8,327        1,356          243          1,023          10,949
                                         --------      -------        -----        -------        --------
     Operating Income (loss)             $  1,457      $   (74)       $ (23)       $  (911)       $    449
                                         ========      =======        =====        =======        ========

</TABLE>

<TABLE>
<CAPTION>

                                          MANAGED                   CONTRACT      CORPORATE
QUARTER ENDED MAY 31, 1998                 CARE       HOSPITAL     OPERATIONS     OVERHEAD     CONSOLIDATED
--------------------------               --------     --------     ----------     ---------    ------------
<S>                                      <C>          <C>         <C>             <C>         <C>    
Operating Revenues                       $ 10,100      $ 1,444        $ 227        $  (141)       $ 11,630
                                         --------      -------        -----        -------        --------

Direct Healthcare Operating Expenses        7,675        1,055          197            (25)          8,902
General and Administrative Expenses           700          145            7            803           1,655
Other Operating Expenses                      122           58           (6)            69             243
                                         --------      -------        -----        -------        --------
                                            8,497        1,258          198            847          10,800
                                         --------      -------        -----        -------        --------
     Operating Income (loss)             $  1,603      $   186        $  29        $  (988)       $    830
                                         ========      =======        =====        =======        ========
</TABLE>


          The Company reported operating income of approximately $0.4 million
for the quarter ended August 31, 1998 which included expense for a legal
settlement of $0.2 million. This is compared to operating income of $0.8 million
reported for the quarter ended May 31, 1998, which included $1.3 million of
income relating to an adjustment in the estimated claims payable reserve.

          Operating revenues decreased by approximately 2%, or $0.2 million for
the quarter ended August 31, 1998 compared to the quarter ended May 31, 1998.
The decrease is attributable to a decrease in operating revenues of $0.3 million
and $0.2 million for managed care and hospital operations, respectively, offset
by an increase of $0.3 million for corporate operations. The decrease in managed
care operating revenue is primarily attributable to two contracts that were
renegotiated, providing more favorable terms to the Company in connection with
the contract benefits provided and the Company's associated risk and, therefore,
the Company receives a lower PMPM rate.





                                      13

<PAGE>   14
                COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES

          Direct healthcare operating expenses decreased by $0.1 million for the
quarter ended August 31, 1998 as compared to the quarter ended May 31, 1998. The
decrease in direct healthcare operating expenses is primarily attributable to
the managed care contracts that were renegotiated as described in the preceding
paragraph.

          Other operating expenses increased by $0.3 million for the quarter
ended August 31, 1998 compared to the quarter ended May 31, 1998. Approximately
$0.2 million of the increase in other operating expense is directly attributable
to the Aurora Hospital's provision for doubtful accounts. Additionally, the
Company recognized approximately $0.1 million in income during the quarter ended
May 31, 1998 from collections for accounts that were previously written off
following the closure of several psychiatric hospitals. These recoveries were
reflected in the operating statement as a reduction in the provision for bad
debt.

THE QUARTER ENDED AUGUST 31, 1998 COMPARED TO THE QUARTER ENDED AUGUST 31, 1997:

<TABLE>
<CAPTION>


                                          MANAGED                   CONTRACT      CORPORATE
QUARTER ENDED AUGUST 31, 1998              CARE       HOSPITAL     OPERATIONS     OVERHEAD     CONSOLIDATED
-----------------------------             -------     --------     ----------     ---------    ------------
<S>                                       <C>         <C>          <C>             <C>         <C>    
Operating Revenues                        $ 9,784      $ 1,282        $ 220        $   112        $ 11,398
                                          -------      -------        -----        -------        --------

Direct Healthcare Operating Expenses        7,398        1,143          221              4           8,766
General and Administrative Expenses           712           10           11            953           1,686
Other Operating Expenses                      217          203           11             66             497
                                          -------      -------        -----        -------        --------
                                            8,327        1,356          243          1,023          10,949
                                          -------      -------        -----        -------        --------
     Operating Income (loss)              $ 1,457      $   (74)       $ (23)       $  (911)       $    449
                                          =======      =======        =====        =======        ========

</TABLE>

<TABLE>
<CAPTION>


                                          MANAGED                   CONTRACT      CORPORATE
QUARTER ENDED AUGUST 31, 1998              CARE       HOSPITAL     OPERATIONS     OVERHEAD     CONSOLIDATED
-----------------------------             -------     --------     ----------     ---------    ------------
<S>                                       <C>         <C>          <C>            <C>          <C>    
Operating Revenues                        $ 9,088      $ 1,346        $ 410        $    44        $ 10,888
                                          -------      -------        -----        -------        --------

Direct Healthcare Operating Expenses        8,507        1,577          335             36          10,455
General and Administrative Expenses           411           13           (6)           646           1,064
Other Operating Expenses                      111          110           18            125             364
                                          -------      -------        -----        -------        --------
                                            9,029        1,700          347            807          11,883
                                          -------      -------        -----        -------        --------
     Operating Income (loss)              $    59      $  (354)       $  63        $  (763)       $   (995)
                                          =======      =======        =====        =======        ========
</TABLE>

          The Company reported operating income of approximately $0.4 million
for the quarter ended August 31, 1998, which included expense for a legal
settlement of $0.2 million. This is compared to the operating loss of $1.0
million reported for the quarter ended August 31, 1997.

          Operating revenues increased by 4.7%, or $0.5 million, for the quarter
ended August 31, 1998 compared to the quarter ended August 31, 1997. This
increase is attributable to an increase in managed care operating revenues of
$0.7 million which is primarily due to higher PMPM rates that were negotiated
for new and existing contracts. The increase in managed care operating revenues
was offset by a reduction in net operating revenue of $0.2 million from contract
operations.

          Direct healthcare operating expenses decreased by $1.7 million for the
quarter ended August 31, 1998 as compared to the quarter ended August 31, 1997.
The decrease in direct healthcare operating expenses is primarily attributable
to the decrease in direct healthcare operating expenses of the managed care
operations and a decline in direct healthcare operating expenses for provider
operations. Direct healthcare operating expenses as a percentage of net revenues
for managed care operations decreased from 96% for the quarter ended August 31,
1997 to 77% for the quarter ended August 31, 1998. The decrease in direct
healthcare operating expense is primarily attributable to the decline in claims
expense after implementing the staff model service plan in the Puerto Rico
region. This decrease in direct healthcare operating expenses as a percentage of
revenues is also attributable to a change in classification of certain
operational expenses from the direct healthcare operating expense classification
used in the first quarter of fiscal 1997 to the general and administrative
expense classification as currently reported.




                                       14
<PAGE>   15
                COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES

          General and administrative expenses increased by 58%, or $0.6 million,
for the quarter ended August 31, 1998 as compared to the quarter ended August
31, 1997. This increase is primarily due to the $0.3 million increase in legal
expenses for the first quarter of fiscal 1999 compared to the first quarter of
fiscal 1998 which is primarily attributable to one settlement and the related
costs of approximately $0.2 million. Approximately $0.2 million of the increase
in general and administrative expense can be attributed to the increased costs
over the prior year to manage the Company's information systems. The remaining
increase of approximately $0.1 million can be attributed to costs incurred
related to one proposal for the State of Arizona and one proposal for the State
of Texas.

          The Company is taking steps designed to increase revenues primarily
through its managed care operations and the continued development of its
behavioral managed care business.

IMPACT OF YEAR 2000 COMPUTER ISSUES

          The Company is currently in the early phases of assessing its ability
to make its information systems Year 2000 compliant. The Year 2000 problem
exists because many computer programs are unable to distinguish between the year
1900 and the Year 2000. Any failure to have corrected a Year 2000 problem could
result in an interruption in certain normal business activities or operations.

          The Company has not developed any contingency plan should it be unable
to become compliant in a timely manner and there can be no assurance that the
Company will become Year 2000 compliant. While management intends to do so, no
assessment has been made of the Company's third party vendors and customers. As
a result, the Company is unable to state with any certainty the costs of
becoming compliant. However, such costs are not expected to exceed $1.0 million,
of which the Company has expended approximately $0.5 million. The absolute costs
cannot be estimated at this time.

          The preliminary assessment indicates that, while the Company has
initially converted one of its five regions to a new, Year 2000 compliant claims
system, the remaining four regions will also require that they be converted to
the new claims system. The Company has a planned implementation schedule that
calls for completion of the conversion process by mid-1999.

          The Company has not addressed the potential impact of Year 2000 on its
non-essential information systems, its other equipment that may be affected by
Year 2000, or the impact of transacting business with their parties who do not
have Year 2000 compliant systems.

          Should the Company be unable to become Year 2000 compliant, the Year
2000 problem could result in an interruption in, or a failure of, certain normal
business activities or operations. Such failures could materially and adversely
affect the Company's results of operations, liquidity, and financial condition.

CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Except for historical
information, the matters discussed that may be considered forward-looking
statements may be subject to certain risks and uncertainties that could cause
the actual results to differ materially from those projected, including
uncertainties in the market, pricing, competition, procurement efficiencies,
uncertainties inherent in the Year 2000 problem, other matters discussed in this
quarterly report on Form 10-Q, and other risks detailed from time to time in the
Company's SEC reports.




                                       15
<PAGE>   16
                COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES

RISK FACTORS

IMPORTANT FACTORS RELATED TO FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS

          This Quarterly Report on Form 10-Q contains certain forward-looking
statements that are based on current expectations and involve a number of risks
and uncertainties. Factors that may materially affect revenues, expenses and
operating results include, without limitation, the Company's success in (i)
disposing of its two remaining psychiatric hospitals on acceptable terms, (ii)
expanding the behavioral managed care operations, (iii) effective management in
the delivery of services, (iv) risk and utilization in context of capitated
payouts, (v) maintaining the listing of the Company's Common Stock on the NYSE,
(vi) securing and retaining certain refunds from the IRS (see Note 7 -- item (2)
to the Consolidated Financial Statements "Commitment and Contingencies").

UNCERTAINTY OF FUTURE PROFITABILITY

          As of August 31, 1998, the Company had stockholders' deficit of $0.2
million, a working capital deficiency of approximately $10.3 million and a
current ratio of 1:1.6. Net income from operations for the quarter ended August
31, 1998 was $0.4 million. Present results of operations are not necessarily
indicative of anticipated future results of operations.

          There can be no assurance that the Company will be able to achieve and
sustain profitability and maintain positive cash flows or that profitability and
positive cash flow can be sustained on an ongoing basis. Moreover, the level of
profitability or positive cash flow cannot be accurately predicted.


NEED FOR ADDITIONAL FUNDS; UNCERTAINTY OF FUTURE FUNDING

          During prior fiscal years, a principal source of liquidity has been
the private sale of equity securities and debt securities convertible into
equity. Under the shareholder policies of the NYSE the Company may not be able
to effect large private placements of equity without shareholder approval which,
if not obtained, may adversely affect the Company with respect to future capital
formation. In addition, issuance of additional equity securities by the Company
could result in substantial dilution to stockholders.

          The Company has received tax refunds for fiscal 1996 and 1995 in the
amounts of $9.4 million and $5.4 million, respectively. Such refunds are based
on loss carrybacks under Section 172(f) of the Internal Revenue Code. Any IRS
claim for return of all or any portion thereof could have an adverse effect on
the Company's cash flows. On August 21, 1998, the Company received an
examination report from the IRS, dated August 6, 1998, related to its Section
172(f) carryback claims and amended tax returns for prior years, claiming taxes
due totaling approximately $12.4 million for which the Company has accrued $12.1
million as of August 31, 1998. The Company intends to file protest with the IRS
and contest the examination report with the appeals office of the Internal
Revenue Service in Laguna Niguel, California. In the event that the Company is
unsuccessful in the appeal process, the Company is entitled to a repayment of
fees advanced to the Company's tax advisor relating to these refund claims,
totaling approximately $2.5 million.


DEPENDENCE ON KEY PERSONNEL

          The Company depends and will continue to depend upon the services of
its senior management and skilled personnel. In fiscal 1998, the Company
relocated certain significant management functions to Tampa, Florida where
Comprehensive Behavioral Care, the Company's principal subsidiary, is located.


SHARES ELIGIBLE FOR FUTURE SALE

          The Company has issued or committed to issue approximately 344,000
shares related to the 4% convertible preferred stock, 9,000 shares related to
the 7 1/2% convertible subordinated debentures due April 15, 2010, and options
or other rights to purchase approximately 1,021,000 shares. The Company may
contemplate issuing additional amounts of debt, equity or convertible securities
in public or private transactions for use in fulfilling its future capital needs
(see "Need for Additional Funds; Uncertainty of Future Funding"). Issuance of
additional equity could adversely affect the trading price of the Common Stock.







                                       16

<PAGE>   17
                COMPREHENSIVE CARE CORPORATION AND SUBSIDIARIES

PRICE VOLATILITY IN PUBLIC MARKET

          The securities markets have from time to time experienced significant
price and volume fluctuations that may be unrelated to the operating performance
of particular companies. Trading prices of securities of companies in the
healthcare and managed care sectors have experienced significant volatility.


ANTI-TAKEOVER PROVISIONS

          The Company's Restated Certificate of Incorporation provides for
60,000 authorized shares of Preferred Stock, the rights, preferences,
qualifications, limitations and restrictions of which may be fixed by the Board
of Directors without any vote or action by the stockholders that could have the
effect of diluting the Common Stock or reducing working capital that would
otherwise be available to the Company. There is currently issued and outstanding
41,260 shares of Preferred Stock designated as Series A Non-Voting 4% Cumulative
convertible Preferred Stock. The Company's Restated Certificate of Incorporation
also provides for a classified board of directors with directors divided into
three classes serving staggered terms. The Company's stock option plans
generally provide for the acceleration of vesting of options granted under such
plans in the event of certain transactions which result in a change of control
of the Company. Section 203 of the General Corporation Law of Delaware prohibits
the Company from engaging in certain business combinations with interested
stockholders. In addition, each share of the Company's Common Stock includes one
right on the terms and subject to the conditions of the Rights Agreement between
the Company and Continental Stock Transfer & Trust Company. These provisions may
have the effect of delaying or preventing a change in control of the Company
without action by the stockholders and therefore could adversely affect the
price of the Company's Common Stock or the possibility of sale of shares to an
acquiring person.

NYSE LISTING

          The Company has been below certain original listing criteria of the
NYSE since prior to October 1994. The original listing of the Company's Common
Stock on the NYSE is subject to continual review and possible delisting upon
notices from the Listing and Compliance Committee of the NYSE.


LIMITATIONS ON THE DEDUCTIBILITY OF COMPENSATION UNDER CERTAIN CIRCUMSTANCES

          Pursuant to the 1993 Omnibus Budget Reconciliation Act, a portion of
annual compensation payable after 1993 to any of the Company's five highest paid
executive officers would not be deductible by the Company for federal income tax
purposes to the extent such officers' overall compensation exceeds $1.0 million
per executive officer. Qualifying performance-based incentive compensation,
however, would be both deductible and excluded for purposes of calculating the
$1.0 million base. The Board of Directors has determined that no portion of
anticipated compensation payable to any executive officer in 1999 would be
non-deductible.

          Assumptions relating to the foregoing involve judgments that are
difficult to predict accurately and are subject to many factors that can
materially affect results. Budgeting and other management decisions are
subjective in many respects and thus susceptible to interpretations and periodic
revisions based on actual experience and business developments, the impact of
which may cause the Company to alter its budgets which may in turn affect the
Company's results. In light of the factors that can materially affect the
forward-looking information included herein, the inclusion of such information
should not be regarded as a representation by the Company or any other person
that the objectives or plans of the Company will be achieved.





                                       17
<PAGE>   18

PART II - OTHER INFORMATION


ITEM 1 -- LEGAL PROCEEDINGS

(1)       On September 22, 1998, the Company commenced an action against HIP of
          New Jersey ("HIP"). This action, commenced in the United States
          District Court for the District of New Jersey, asserts several causes
          of action; the principal one of which is for breach of contract in
          which compensatory damages of $1.1 million is sought for the failure
          of HIP to pay certain cost savings and other monies due to
          Comprehensive Behavioral Care, Inc. pursuant to a written agreement.
          The Company believes that it has a good and meritorious claim against
          HIP.

(2)       In connection with the filing of its Federal income tax returns for
          fiscal years 1995 and 1996, the Company filed for a tentative refund
          to carry back losses described in Section 172(f) of the IRC,
          requesting a refund to the Company of $9.4 million and $5.5 million,
          respectively, of which refunds of $9.4 million and $5.4 million were
          received. In addition, the Company also filed amended Federal income
          tax returns for fiscal years prior to 1995, requesting similar refunds
          of losses carried back under Section 172(f) of $6.2 million for 1986;
          $0.4 million for 1985; $0.7 million for 1983; and $0.4 million for
          1982, a total of $7.7 million.

          During fiscal years 1997 and 1996, the Company recognized a portion
          of the refunds received as a tax benefit of $0.3 million and $2.4
          million, respectively. The balance of the refunds received, $12.1
          million, are recorded as a deferred liability, "Unbenefitted tax
          refunds received" pending resolution by the IRS of the appropriateness
          of the Section 172(f) carryback. The additional refunds requested
          under Section 172(f) for prior years of $7.7 million have not been
          received, nor has the Company recognized any tax benefit related to
          these potential refunds.

          Section 172(f) of the IRC provides for a ten-year net operating loss
          carryback for specific losses attributable to (1) a product liability
          or (2) a liability arising under a federal or state law or out of any
          tort if the act giving rise to such liability occurs at least three
          years before the beginning of the taxable year. The applicability of
          Section 172(f) to the type of business in which the Company operates
          is unclear. The IRS may determine that the Company's position and use
          of Section 172(f) is inappropriate and request a return of some or all
          of the refunds received to date. No assurance can be provided that the
          Company will be able to retain the refunds received to date or that
          the other refunds requested will be received.

          As a result of the Section 172(f) carryback claims filed by the
          Company, and the tentative refunds received, the Company came under
          audit with respect to the tax years previously mentioned.

          On August 21, 1998, the Company received an examination report, dated
          August 6, 1998, from the IRS advising the Company that it was
          disallowing $12.4 million of the $14.8 million refunds previously
          received and the additional refunds requested of $7.7 million. If the
          position of the IRS were to be upheld, the Company would be required
          to repay $12.4 million in refunds previously received, plus accrued
          interest of approximately $4.0 million through August 31, 1998.
          Accordingly, the Company would be entitled to a repayment of the fees
          advanced to the Company's tax advisor relating to these refund claims
          of approximately $2.5 million. This report commences the
          administrative appeals process. The Company intends to protest the
          examination report and believes that its position with respect to its
          right to the tax refunds received will be upheld. The Company's tax
          advisor relating to these refund claims has advised management that
          the administrative appeals process could take twelve to eighteen
          months. In the event the Company wishes to further protest the results
          of its administrative appeal, it may further appeal to the United
          States Tax Court following the final determination of the
          administrative appeal. The Company has been advised that a
          determination by the United States Tax Court could take up to an
          additional twelve months from commencement of the appeals process in
          the United States Tax Court.

(3)       The Company is currently involved in an action in California Superior
          Court contesting certain aspects of an adverse administrative appeal
          decision regarding application of the Maximum Inpatient Reimbursement
          Limitation ("MIRL") to Medi-Cal reimbursement paid to Brea
          Neuropsychiatric Hospital for its fiscal periods 1983 through 1986.
          This facility was owned by the Company until its disposal in fiscal
          year 1991. The subject matter of the Superior Court action involves
          the refusal of the administrative law judge to order further
          reductions in the liability for costs associated with treating high
          cost, long stay Medi-Cal patients, which are commonly referred to as
          "outliers". It is anticipated that a final determination on the
          Superior Court action will be obtained in late 1998 or early 1999. The
          Company currently has $1.0 million accrued to settle this claim.




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<PAGE>   19
 (4)      On December 29, 1997, Ms. Kerri Ruppert, the former Chief Financial
          Officer of the Company, commenced an action against the Company and
          its Chairman, Chriss W. Street, in the Superior Court of the State of
          California arising out of the termination of her employment on
          September 29, 1997. The action alleges alternate causes of action
          based upon her employment relationship with the Company and seeks
          unspecified damages for unpaid wages, unspecified actual, compensatory
          and punitive damages; damages for emotional distress; and costs, legal
          fees and penalties under applicable California law. The action is only
          in its formative stages. The Company has denied its liability and has
          denied the principal allegations of the complaint. The Company
          believes that it has good and meritorious defenses to this action.

(5)       On September 6, 1996, the Company instituted an arbitration against
          the Sellers of HMS with the American Arbitration Association in Orange
          County, California seeking, among other things reimbursement from the
          Sellers for damages which the Company sustained by reason of the
          inaccuracies of the representations and warranties made by the Sellers
          and for the indemnification from each of the Sellers as provided for
          under the terms of the Stock Purchase Agreement. One seller has
          settled his case with the Company. The remaining seller has not
          interposed an answer to the arbitration, and the arbitration is
          therefore in its formative stages. The Company does not believe that
          the impact of these claims will have a material adverse effect on the
          Company's financial position, results of operations and cash flows.

          From time to time, the Company and its subsidiaries are also parties
to and their property is subject to ordinary routine litigation incidental to
their business. In some pending cases, claims exceed insurance policy limits and
the Company or a subsidiary may have exposure to liability that is not covered
by insurance. Management believes that the outcome of such lawsuits will not
have a material adverse impact on the Company's financial statements.


ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K

          (a)    Exhibits

                 27 - Financial Data Schedules (filed herewith).

          (b)    Reports on Form 8-K

                 1.    The Company filed a current report on Form 8-K, dated
                       June 9, 1998, to report under Item 5 that the Company
                       approved a temporary conversion price on its 7 1/2%
                       Convertible Subordinated Debentures (the "Debentures"),
                       due April 15, 2010, of $13.50 per share of common stock.

                 2.    The Company filed a current report on Form 8-K, dated
                       July 8, 1998, to report under Item 5 that, effective July
                       6, 1998, the Company appointed Robert J. Landis to the
                       position of Executive Vice President and Chief Financial
                       Officer for the Company.

                 3.    The Company filed a current report on Form 8-K, dated
                       July 16, 1998, to report under Item 5 the completion of
                       the Debenture Exchange Offer and the expected final
                       results of such exchange offer.






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<PAGE>   20


                                   SIGNATURES



          Pursuant to the requirements of the Securities Exchange Act of 1934,
the company has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                          COMPREHENSIVE CARE CORPORATION





October 9, 1998                           by /s/  ROBERT J. LANDIS
                                             ----------------------------------
                                                  Robert J. Landis
                                                  Executive Vice President and
                                                  Chief Financial Officer






October 9, 1998                           by /s/  KEVIN M. CARNAHAN
                                             ----------------------------------
                                                  Kevin M. Carnahan
                                                  Vice President and
                                                  Chief Accounting Officer




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