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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                             ---------------------


                                    FORM 8-K


                                 Current Report

                     Pursuant to Section 13 or 15(d) of the
                      Securities and Exchange Act of 1934


Date of Report (Date of earliest event reported):              January 30, 1997
                                                               ----------------


                         COMPREHENSIVE CARE CORPORATION
               (Exact name of registrant as specified in Charter)


     DELAWARE                         0-5751                   95-2594724
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  (State or other                  (Commission               (IRS Employer
  jurisdiction of                  File Number)            Identification No.)
  incorporation)


    1111 BAYSIDE DRIVE, SUITE 100, CORONA DEL MAR, CALIFORNIA       92625
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            (Address of principal executive offices)              (zip code)


                                 (714) 222-2273
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              (Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
--------------------

        The Board of Directors of the Company has designated 41,260 shares of
Preferred Stock as Series A Non-Voting 4% Cumulative Convertible Preferred
Stock, $50 par value (the "Preferred Stock"). On January 17, 1997, the
Preferred Stock was issued by the Company in exchange for the Secured
Convertible Note of the Company due January 9, 1997 in the principal amount of
$2.0 million and bearing interest at the rate of 12 1/2% per annum and $63,000
of interest accrued thereon. The Preferred Stock pays a cumulative quarterly
dividend of 4% per annum, when and as declared by the Board of Directors; is
preferred to the extent of $50 per share plus accrued dividends; is convertible
into shares of Common Stock of the Company at $6 per share, which was the same
price at which the principal of the note was exchangeable, and is not entitled
to vote.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
------------------------------------------

(c)     Exhibits.


EXHIBIT NO.     DESCRIPTION
-----------     -----------

   3.3          Certificate of Designation of Preferences and Rights of Series
                A Non-Voting 4% Cumulative Convertible Preferred Stock

  99.31         Series A Non-Voting 4% Cumulative Convertible Preferred Stock
                Exchange Agreement

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                                   SIGNATURES

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


                                COMPREHENSIVE CARE CORPORATION
                                         (Registrant)

                                
                                By: /s/ KERRI RUPPERT
                                   --------------------------------------------
                                   Kerri Ruppert, Senior Vice President and
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)


Dated: February 3, 1997