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                                                                   EXHIBIT 99.23

                         COMPREHENSIVE CARE CORPORATION
                               350 W. Bay Street
                         Costa Mesa, California  92627
                              Tel:  (714) 222-2273
                              Fax:  (714) 574-3030

                                 March 27, 1996


VIA U.S. FIRST CLASS MAIL &
CERTIFIED MAIL -- RETURN RECEIPT REQUESTED

First Trust of California
180 East Fifth Street, Suite 200
St. Paul, Minnesota  55101

         Attention: Joe Roach: Bank of America Trust Administration No. 8510

         Re:     Notice of reduction of principal amount of Securities, as such
                 term is defined in the Indenture dated 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"), To Be Redeemed
                 Pursuant to Paragraph 6 of the Securities

Ladies and Gentlemen:

         The Company wants to reduce, in accordance with paragraph 6 of the
Securities, the principal amount of Securities otherwise required to be
redeemed pursuant to paragraph 6 of the Securities.

          The Company hereby notifies the Trustee, and affirms previous
notices, that each respective principal amount referred to in paragraph 6 of
the Securities shall be individually reduced by subtracting an equal principal
amount (without premium) of Securities previously delivered by the Company to
the Trustee for cancellation.  In accordance with paragraph 6 of the
Securities, the Company may reduce the principal amount of Securities to be
redeemed by the principal amount of Securities (i) that have been converted by
Securityholders, (ii) that the Company has delivered to the Trustee for
cancellation or (iii) that the Company has redeemed other than pursuant to
paragraph 6.

         The reductions shall be based on the $36,462,000 in principal amount
of Securities previously delivered by the Company to the Trustee for
cancellation.  In March 1991 $36,460,000 of such Securities had been converted
into Common Stock by Securityholders.  The Securities that were converted may,
in accordance with paragraph 6 of the Securities, reduce the principal amount
to be redeemed under paragraph 6 because such Securities had not been called
for mandatory redemption prior to conversion. The Company has never called any
of the Securities for redemption, mandatory or otherwise.

          The reductions described above shall be effective independently, and
the amounts described above shall be subtracted independently and successively,
to reduce the principal amount of Securities otherwise required to be redeemed
under paragraph 6 of the Securities.  The principal amount of each of the
cancelled Securities is to be subtracted only once.

         The $36,462,000 amount available to reduce the redemptions is
substantially greater than the amount of redemptions otherwise required.
Accordingly, the Company will not be required to redeem any Securities prior to
maturity.

         The Company reserves the right to supplement or modify this notice.
If you have any question or comment about this notice, please call promptly.

                                  Very truly yours,

                                  COMPREHENSIVE CARE CORPORATION


                                  By:      /s/KERRI RUPPERT                  
                                           Kerri Ruppert, Senior Vice President,
                                           Chief Accounting Officer and
                                           Secretary/Treasurer

cc:      Steven Rensig, Esq.
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                         COMPREHENSIVE CARE CORPORATION
                               350 W. Bay Street
                         Costa Mesa, California  92627
                              Tel:  (714) 222-2273
                              Fax:  (714) 574-3030


                                 March 27, 1996



VIA U.S. FIRST CLASS MAIL &
CERTIFIED MAIL -- RETURN RECEIPT REQUESTED


First Trust of California
180 East Fifth Street, Suite 200
St. Paul, Minnesota  55101

         Attention: Joe Roach: Bank of America Trust Administration No. 8510

         RE:     Indenture dated 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")

Ladies and Gentlemen:

         Pursuant to Section 3.01 of the Indenture, the Company is to notify
the Trustee of the amount and basis for a reduction of the principal amount of
Securities to be redeemed pursuant to paragraph 6 of the Securities.  The
Company is to give each notice provided for in Section 3.01 at least 50 days
before the redemption date.

         The Company has given a notification today in a separate letter.  The
Company understands that the Trustee has no objection to the timing of such
notification effecting independently a series of successive reductions of the
amount of redemptions pursuant to paragraph 6 of the Securities as to 5% of the
aggregate principal amount of Securities on April 15 in each of the successive
years from and including 1997 through and including 2009.

         By letter dated March 1, 1996, the Trustee indicates that notice was
not given at least 50 days prior to the redemption date in 1996.  The Company
has provided one or more such notifications in any case.  The Company
respectfully draws the Trustee's attention to the fact that the Company has
previously notified the Trustee of the reduction by providing the Trustee with
copies of the Company's SEC filings made September 14, 1995, September 15,
1995, and February 6, 1996, among others, that stated in clear and unequivocal
terms the Company's intention not to make any payments of principal on the
Securities prior to April 15, 2010 and, contingent upon rescission of
acceleration, to recommence to pay only interest until April 15, 2010.

         Such statements reflect the Company's intentions not to pay sinking
fund redemption payments, and the only way to do that is by the Company
electing to reduce such obligations to zero through the mechanics of paragraph
6 of the Securities, based upon previous cancellation by the Trustee of
$36,462,000 of Securities.

         The Trustee's predecessor seemed to accept the Company's basis for
making no sinking fund payments.  The SEC documents, which relate to the
exchange offer with Securityholders, were reviewed and commented on by the
predecessor Trustee's counsel.

         Moreover, and in addition to the above, the notice given concurrently
with this letter should not be considered untimely whatsoever.  The Trustee has
done so only as a result of treating April 15, 1996 as the redemption date.
The Company respectfully disagrees--April 15 is not the redemption date.
Treating April 15 as the "redemption date" for purposes of prior notice under
Section 3.01 of the Indenture is contrary to the meaning given to redemption
date by the Indenture and the Securities.  It is not reasonable therefore to
treat April 15 as the redemption date for the limited purpose of the notice
requirement in Section 3.01 of the Indenture.  Please consider the following:

                 i.        The Company, under paragraph 6, is to "redeem 5% of
the aggregate principal amount of Securities on April 15, 1996 ... at a
redemption price of 100% of principal amount, plus accrued interest to the
redemption date," which contemplates a lapse of time after April 15 to the
redemption date.

                 ii.      The meaning given to "redemption date" by the
Indenture is the actual payment date.  This conclusion is clear, judging from
the fact that interest accrues to the redemption date under paragraph 6.  In
addition, the provisions of Section 3.03(8) clearly describe the redemption
date as the date on which "interest on Securities called for redemption ceases
to accrue."  If April 15 were
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the redemption date, interest could cease to accrue before payments were made.

                 iii.     The Company is required to pay all accrued interest
on April 15 each year, and no additional interest would accrue if April 15 were
also "the redemption date."  It would be unnecessary to describe interest
accruing after April 15 unless the redemption date can be after April 15.

                 iv.      Section 3.03 of the Indenture contemplates that prior
to every redemption the Company will mail a notice of redemption that states
the redemption date, a date chosen by the Company.  In fact, the notice must
state a redemption date not less than 15 nor more than 60 days after the
mailing of the notice, which does not contemplate that the redemption date
under paragraph 6 would always be April 15.

                 v.       We do not understand how can 5% of the aggregate
amount of Securities on April 15 reasonably or practicably be called for
redemption by the Company 15 days or more before April 15.  It would seem
impracticable to give the redemption notice until after April 15, and the
redemption date needs to be from 15 to 60 days after mailing the redemption
notice.

         In accordance with the Company's intentions to solicit Securityholders
to rescind the present acceleration of the Securities, the Company proposes
therein not to pay any amount on the Securities prior to rescission of
acceleration, which is anticipated to be at least 50 days into the future.

         Therefore, not only has adequate notice for purposes of Section 3.01
of the Indenture been given at least 50 days prior to April 15, 1996, the
notice given today shall have been given at least 50 days prior to the earliest
date that potentially might be the redemption date.

         If you object to our conclusion that the Company is not required to
redeem 5% of the aggregate amount of Securities on April 15, 1996 because
adequate notice has been given under Section 3.01 of the Indenture, please call
promptly.


                                  Very truly yours,

                                  COMPREHENSIVE CARE CORPORATION



                                  By:      /s/KERRI RUPPERT                  
                                           Kerri Ruppert, Senior Vice President,
                                           Chief Accounting Officer and
                                           Secretary/Treasurer

cc:      Steven Rensig, Esq.