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                                                                   EXHIBIT 99.22


[GRAPHIC:  LOGO] First Trust
First Trust Center
180 East Fifth Street
Suite 200
St. Paul, MN  55101

                                 March 1, 1996

Mr. Drew Q. Miller
Comprehensive Care Corporation
4350 Von Karman Avenue, Suite 280
Newport Beach, CA  92660

         Re:     7-1/2% Convertible Subordinated Debentures, Due April 15, 2010

Dear Mr. Miller:

         You have indicated that Comprehensive Care Corporation (the "Company")
intends to pay all amounts due and overdue with respect to the above-referenced
securities (the "Securities") on April 15, 1996 and, thereafter, seek
rescission of the previously declared declaration of acceleration thereon.

         Section 2.12 of the Indenture dated as of April 25, 1985 (the
"Indenture"), pursuant to which the Securities were issued, requires that the
Company shall fix the record and payment dates for payment of defaulted
interest (together with additional interest accrued on such amounts) and shall
provide notice thereof at least 15 days before the record date.  Section 6 of
the Securities provides that 5% of the aggregate principal amount of the
Securities shall be redeemed on April 15, 1996.  The amount of the April 15,
1996 sinking fund redemption is subject to reduction as provided in such
section following notice to the Trustee at least 50 days prior to the
redemption date, as provided in Section 3.01 of the Indenture.  No such notice
was received.

         Assuming the Company provides appropriate notification of the record
and payment dates to the holders of the Securities as required by the
Indenture, the amount to be paid on April 15, 1996 with respect to the
Securities is as follows:

<TABLE>
                 <S>                                   <C>
                 Defaulted Interest (including
                    additional interest thereon)       $1,155,532.66
                 Interest Due April 15, 1996              357,675.00
                 Sinking Fund Redemption                  476,900.00
                                                    ----------------
                          Total                        $1,990,107.66
</TABLE>

         The declaration of acceleration with respect to the Securities may be
rescinded by the holders of a majority in principal amount of the then
outstanding Securities, as provided in
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Mr. Drew Q. Miller
March 1, 1996
Page 2


Section 6.02 of the Indenture, upon the payment of the foregoing amounts
(provided there are no other Events of Default which have not been cured or
waived).

         Please confirm, in writing and not later than Friday, March 8, 1996,
that the Company will provide for the payment of the total amount indicated
above.  Such amount, together with the fees and expenses of the Trustee and its
counsel, must be deposited with the Trustee on or before April 12, 1996 or, if
not federal funds or immediately available funds, on or before April 8, 1996.
Unpaid fees and expenses of the Trustee and its counsel, exclusive of any
unpaid fees and expenses of Bank of America Trust and Morrison & Foerster LLP,
are approximately $6,000 through February 29, 1996.  Additional fees of the
Trustee and its counsel will be incurred in connection with the preparation and
distribution of the requisite notice to holders of the Securities, as well as
for the review of the rescission ballots.  We will advise you, prior to April
8, 1996, of the total fees and expenses incurred, or to be incurred, through
the April 15, 1996 payment date.

         Upon receipt of your written confirmation, we will have notices
prepared and forwarded to holders of the Securities to advise them of the April
15, 1996 payment date for defaulted interest and the sinking fund redemption,
to advise them of the record date with respect thereto, and to solicit their
consent to the rescission of acceleration.

                                                   Sincerely,

                                                   /s/ Joseph D. Roach

                                                   Joseph D. Roach