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: April 12, 2004

COMPREHENSIVE CARE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	1-9927	95-2594724
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

200 South Hoover Boulevard Building 219, Suite 200 Tampa, Florida		33609
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (813) 288-4808

N/A

(Former name or former address, if changed since last report)

TABLE OF CONTENTS

	Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
	Item 9. Required FD Disclosure.
SIGNATURES
Ex-99.1 Press Release

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(a) Financial Statements. None.

(b) Pro Forma Financial Information. None.

(c) Exhibits. See Exhibit Index immediately following the signature page hereto.

Item 9. Required FD Disclosure.

On April 12, 2004, the Company updated its “Message from the CEO” letter (“Letter”), which is located on the Company’s shareholder web site at: www.compcare-shareholders.com. A copy of the Letter is attached hereto as Exhibit 99.1 and incorporated herein by reference.

CAUTIONARY STATEMENT FOR THE PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Certain information included in this report on Form 8-K and in other Company reports, SEC filings, statements, and presentations is forward looking within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements concerning the Company’s anticipated operating results, financial resources, increases in revenues, increased profitability, interest expense, growth and expansion, and the ability to obtain new behavioral healthcare contracts. Such forward-looking information involves important risks and uncertainties that could significantly affect actual results and cause them to differ materially from expectations expressed herein and in other Company reports, SEC filings, statements, and presentations. These risks and uncertainties include local, regional, and national economic and political conditions, the effect of governmental regulation, the competitive environment in which the Company operates, and other risks detailed from time to time in the Company’s SEC reports.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	COMPREHENSIVE CARE CORPORATION
	By:	/s/ Robert J. Landis
		Name:	Robert J. Landis
		Title:	Chairman of the Board, Chief Financial Officer and Treasurer
Date: April 12, 2004

EXHIBIT INDEX

Exhibit	Description
99.1	“Message from the CEO” dated April 12, 2004.

EX-99.1

Exhibit 99.1

from Mary Jane Johnson, President and Chief Executive Officer April 12, 2004

Dear Shareholder:

Now that 2004 is underway, we at Comprehensive Care Corporation would like to take this opportunity to review where we have come from and where we, as a company, plan to go in the coming months. As part of our blueprint for growth, we have:

• Streamlined management by combining the offices of CEO and COO;

• Expanded our universe of clients to focus on private as well as public health care providers;

• Secured board authorization to search for acquisition opportunities;

• Expanded lead generation through calculated and measured contacts with prospective clients; and

• Expanded our marketing force by hiring one individual dedicated to private sector sales.

Overall, we are in a stronger position than we were a year ago. By working with health plans, both public and private, and delivering state-of the-art services, we create opportunities to expand our reach by servicing clients in other offices of the same health plans. By providing top-notch services, we become a leading candidate to work with a sister company in other parts of the country. We have found that this approach to expanding our geographical reach leverages our marketing efforts greatly.

As an example of this, we recently began providing services in California to one HMO that had existing business with the company in Michigan, the success of one leading to a new market opportunity with the same HMO client. The company believes that this client and other HMOs having multi-market business will offer expansion opportunities for us as we develop existing and prospective clients.

We have also made a recovery from what was a rather significant set back in Texas. Because of state budget issues, three contracts that we had won under the Texas CHIPs program were canceled last fall. As the political process progressed, funding was made available again for children’s benefits, but we had to re-bid for the business. Our marketing team went to work and won not only the three contracts back but also added a fourth. It is important to note that we won these contracts because of our superior service. A good sales team can get us a new account, but to get a reinstatement (let alone three) means that the clients were pleased with our work after considering the competitors. Although we will not receive revenues from the period in which benefits were interrupted, we believe that we made the best of a difficult situation.

Also, we are actively seeking business relations with other parties that offer opportunities for external growth. We are not committed to any particular form of alliance or partnership, but we will view each opportunity on a case-by-case basis to find the optimum arrangement.

To make that easier, and to allow us to bid on bigger and more lucrative contracts, we have raised $1 million in a private placement. A healthier balance sheet is required to attract bigger contracts in both public and commercial sectors.

In the coming months, management at CompCare has set a goal to reduce the seasonality of our health care expenses. Historically, we have had our best months in our first fiscal quarter (June, July and August), and we want to see greater results on both the top and bottom lines for the other quarters. To that end, we continue to pursue all cost control measures we can find. We have streamlined our management structure, and we have added a marketing professional with lead generation support whose mission is to find ways for us to penetrate the commercial market segment and improve contract margins. Not all of these efforts will pay off immediately; after all, the sales cycle in this business runs from 12 to 18 months. The sooner we begin, the better.

Our intent is to keep you informed. As these numerous activities run their course, we will apprise you of the various milestones that we pass along the way through press releases, conference calls, and letters such as this. If you have any questions, concerns or suggestions that you’d like to share with us, we welcome you to contact Michael Porter of Porter, LeVay & Rose, Inc. by calling 212-564-4700 or via email at plrmail@plrinvest.com. In addition, our recently launched shareholder website (www.compcare-shareholders.com) will provide you with access to the latest information on Comprehensive Care Corporation.

Sincerely,

Mary Jane Johnson
President and Chief Executive Officer