8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15 (D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                Date of report (Date of earliest event reported):
                                November 7, 2005

                         MAGELLAN HEALTH SERVICES, INC.
               (Exact Name of Registrant as Specified in Charter)

          DELAWARE                      1-6639                  58-1076937
(State or Other Jurisdiction       (Commission File           (IRS Employer
     of Incorporation)                 Number)             Identification No.)

              55 NOD ROAD
            AVON, CONNECTICUT                                   06001
 (Address of Principal Executive Offices)                     (Zip Code)

       Registrant's telephone number, including area code: (860) 507-1900

                                       N/A
          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))


ITEM 3.01 -  NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE
             OR STANDARD; TRANSFER OF LISTING.

           As previously disclosed on November 3, 2005, Mr. Robert Haft resigned
from the Company's Board of Directors on October 28, 2005. Mr. Haft was one of
three members of the Audit Committee of the Board of Directors. On November 3,
2005, the Company, in accordance with Nasdaq rules, gave the Nasdaq Stock Market
notice that the vacancy caused by Mr. Haft's resignation left the Audit
Committee with two members, which does not satisfy the requirement of Nasdaq
Marketplace Rule 4350(d)(2) that a listed company have a three member audit
committee, and that the Company would rely on the temporary cure provision of
Rule 4350(d)(4)(B) until the vacancy was filled. On November 7, 2005, the
Company received notice from Nasdaq noting that the Company did not comply with
the requirement to have at least three audit committee members and confirming
that the Company could rely on the cure provision of Rule 4350(d)(4)(B) in
having only two members of its audit committee for the period provided by such
rule, which is the earlier of the Company's next annual meeting of stockholders
or one year. The Company anticipates filling the vacancy on the Audit Committee
so as to again have a three-member committee in the near future. In accordance
with Nasdaq requirements, the Company on November 11 issued a press release
concerning this matter, a copy of which is attached.

ITEM 9.01.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

(a)  Financial Statements of business acquired:   Not applicable.

(b)  Pro forma financial information:             Not applicable.

(c)  Exhibits:

99.1     Press Release dated November 11, 2005



                                       2

                                   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.

                                        MAGELLAN HEALTH SERVICES, INC.

                                        By: /s/ Mark S. Demilio
                                            ------------------------------------
                                            Name:   Mark S. Demilio
                                            Title:  Executive Vice President and
                                                    Chief Financial Officer

 Dated: November 14, 2005












                                       3

EX-99

                                                                    EXHIBIT 99.1

[Magellan Health Services, Inc. logo]                              NEWS RELEASE


For Immediate Release
- ---------------------
                                              Investor Contact:  Melissa Rose
                                                                 877-645-6464

                                              Media Contact:     Erin Somers
                                                                 410-953-2405

                  MAGELLAN HEALTH SERVICES ANNOUNCES PERMISSION
                         FOR TWO-MEMBER AUDIT COMMITTEE
- --------------------------------------------------------------------------------
AVON, Conn. - November 11, 2005 - Magellan Health Services, Inc. (Nasdaq:MGLN)
today announced that it has received notice from the Nasdaq Stock Market that,
although it does not currently comply with the requirement of Nasdaq Marketplace
Rule 4350(d)(2) mandating an audit committee of at least three members, it can
rely on the temporary grace period of the rules allowing a two-member audit
committee. Magellan's Audit Committee currently has two members, a result of the
recently announced resignation of Robert Haft as a director and member of the
committee. The rules permit, in the event of a vacancy, a two-member committee
for a temporary period. The Company expects to fill the vacancy on its Audit
Committee in the near future.

About Magellan: Headquartered in Avon, Conn., Magellan Health Services, Inc.
(Nasdaq:MGLN) is the country's leading behavioral health disease management
organization. Its customers include health plans, corporations and government
agencies.

                                      # # #