8-K

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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 Exchange Act of 1934


Date of Report (Date of earliest event reported):             December 23, 1996
                                                              -----------------

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


   DELAWARE                        0-5751                       95-2594724
- --------------------------------------------------------------------------------
(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 Company announced on December 24, 1996, that it had notified the
Trustee under the Indenture and Exchange Agent for the Pending Exchange Offer
for the Company's 7 1/2% Convertible Subordinated Debentures (the
"Debentures"), of the Company's election to extend the expiration date of the
Exchange Offer from 2:00 p.m. (Central Time) on December 23, 1996, to 2:00 p.m.
(Central Time) on December 30, 1996, pursuant to the terms of the Exchange
Offer, as contained in the Exchange Offer Offering Circular dated November 14,
1996.

         As advised by the Trustee and Exchange Agent, consents with respect to
the waivers of default, acceleration and other conditions in excess of 84% had
been received and all propositions had been consented to; and, the Exchange
Agent had received for tender not less than $6,736,000 in principal amount of
Debentures.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits.

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

99.29                   Press Release dated December 24, 1996.




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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
                                  

Dated: December 24, 1996


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EX-99.29

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                                                                EXHIBIT 99.29   


                                  NEWS RELEASE


                                                        FOR IMMEDIATE RELEASE


CORONA DEL MAR, CALIFORNIA, December 24, 1996  --  Comprehensive Care
Corporation (NYSE:CMP) (COMPCARE(R)) announced today that the Company has
extended the expiration date of its Exchange Offer from December 23, 1996 to
December 30, 1996. Chriss W. Street, chairman and chief executive officer, said
"We believe that additional outstanding proxies may have been delayed as a
result of holiday mail. The deadline extension will provide the necessary time
for receipt of any pending proxies."

The terms and conditions of the Exchange Offer are more fully described in the
offering circular, copies of which may be obtained from Kerri Ruppert,
Secretary, upon request addressed to her c/o Comprehensive Care Corporation,
1111 Bayside Drive, Suite 100, Corona del Mar, CA 92625 or by telephone at
(714) 222-2273, ext. 102.

The foregoing announcement is not a solicitation of any Debenture holder to
exchange any Debentures, and such Exchange Offer may only be made pursuant to
the offering circular of the Company being distributed to Debenture holders.
The Company filed with the Securities and Exchange Commission an Issuer Tender
Offer Statement on Schedule 13E-4, and a definitive Proxy Statement on Schedule
14-A, each of which contains material information about important factors that
may affect or relate to the Company's Exchange Offer.

COMPCARE(R) provides care and care coordination on a contractual or at-risk
(managed care) basis of chronic and catastrophic diseases to HMOs, hospitals,
the government and corporations throughout the United States and its
protectorates through its Disease State Management(SM) products.



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