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                                                                   EXHIBIT 99.12
    [GRAPHIC:  COMPREHENSIVE CARE CORPORATION LETTERHEAD ("COMPCARE LOGO")]

To:      Holders of Comprehensive Care Corporation 7 1/2% Convertible
         Subordinated Debentures Due April 15, 2010 (the "Securities")

   
NOTICE IS HEREBY given, pursuant to Section 2.12 of that certain Indenture
dated as of April 25, 1985 (the "Indenture"), between Comprehensive Care
Corporation (the "Company") and First Trust of California, National
Association, as successor to Bank of America National Trust and Savings
Association (the "Trustee"), that the Company intends to pay on ________, 199_
(the "Payment Date"), the aggregate amount of four interest payments, and
default interest on each missed payment, plus the regular semi-annual interest
payment, calculated as follows:
    

         (1)     The interest payment on the Securities in the aggregate amount
                 of $357,675 ($37.50 per each $1,000 of principal amount of a
                 Security) which was due and payable by the Company on October
                 17, 1994, together with interest on such missed interest
                 payment (at the rate of 7 1/2% per annum from and including
                 October 15, 1994, and to but not including the Payment Date)
                 in the aggregate amount of $___________ ($_____ per each
                 $1,000 of principal amount of a Security);

         (2)     The interest payment on the Securities in the aggregate amount
                 of $357,675 ($37.50 per each $1,000 of principal amount of a
                 Security) which was due and payable by the Company on April
                 17, 1995, together with interest on such missed interest
                 payment (at the rate of 7 1/2% per annum from and including
                 April 15, 1995, and to but not including the Payment Date) in
                 the aggregate amount of $__________ ($______ per each $1,000
                 of principal amount of a Security);

         (3)     The interest payment on the Securities in the aggregate amount
                 of $357,675 ($37.50 per each $1,000 of principal amount of a
                 Security) which was due and payable by the Company on October
                 16, 1995, together with interest on such missed interest
                 payment (at the rate of 7 1/2% per annum from and including
                 October 15, 1995, and to but not including the Payment Date)
                 in the aggregate amount of $_________ ($_______ per each
                 $1,000 of principal amount of a Security);

         (4)     The interest payment on the securities in the aggregate amount
                 of $357,675 ($37.50 per each $1,000 principal amount of a
                 Security) which was due and payable by the Company on April
                 15, 1996, together with interest on such missed interest
                 payment (at the rate of 7 1/2% per annum from and including
                 the Payment Date) in the aggregate amount of $_______ ($______
                 per each $1,000 of principal amount of a Security); and

         (5)     The interest payment on the securities in the aggregate amount
                 of $357,675 ($37.50 per each $1,000 principal amount of a
                 Security) which was due and payable by the Company on October
                 15, 1996, together with interest on such missed interest
                 payment (at the rate of 7 1/2% per annum from and including
                 the Payment Date) in the aggregate amount of $_______ ($______
                 per each $1,000 of principal amount of a Security).

         Such payments by the Company will be made to Holders in whose name a
Security is registered as of _________, 1996.  Such payment by the Company is
conditioned upon the concurrent effectiveness of rescission of the acceleration
of the Securities by Holders of a majority in principal amount of the
outstanding Securities.

   
Dated:  December __, 1996
    

                 COMPREHENSIVE CARE CORPORATION,
                 a Delaware corporation

                 By:_________________________________________________________

                 Its:________________________________________________________