Filed by the Registrant þ

Filed by a Party other than the Registrant o

Check the appropriate box:

o		Preliminary Proxy Statement

o		Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

þ		Definitive Proxy Statement

o		Definitive Additional Materials

o		Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12

COMPREHENSIVE CARE CORPORATION

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

þ		No fee required.

o		Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

	(1)		Title of each class of securities to which transaction applies:
	(2)		Aggregate number of securities to which transaction applies:
	(3)		Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
	(4)		Proposed maximum aggregate value of transaction:
	(5)		Total fee paid:

o		Fee paid previously with preliminary materials.

o		Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.

	(1)		Amount previously paid:
	(2)		Form, Schedule or Registration Statement No.:
	(3)		Filing Party:
	(4)		Date Filed:

COMPREHENSIVE CARE CORPORATION

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FRIDAY, OCTOBER 28, 2005

To the Stockholders of Comprehensive Care Corporation:

     Notice is hereby given that the 2005 Annual Meeting of Stockholders of Comprehensive Care Corporation (the “Company”) will be held at the principal executive offices of the Company, located at 204 South Hoover Boulevard, Suite 200, Tampa, Florida 33609 on Friday, October 28, 2005 at 9:00 a.m., Eastern Standard Time, and any adjournments or postponements thereof for the following purposes:

1.		To elect two Class II directors, one of whom will be elected by holders of our Series A Convertible Preferred Stock; and
2.		To approve an amendment to the Company’s Restated Certificate of Incorporation to eliminate classification of our Board of Directors and replace it with the annual election of all Directors; and
3.		To approve an amendment to the Company’s Restated Certificate of Incorporation, and Amended and Restated Bylaws, to eliminate the cumulative voting provisions thereof; and
4.		To consider and transact such other business as may properly come before the meeting or any adjournment thereof.

     Stockholders of record at the close of business on September 8, 2005 are entitled to notice of and to vote at the meeting. A list of stockholders entitled to vote at the meeting will be available for inspection at the principal offices of the Company.

October 5, 2005

     YOU ARE CORDIALLY INVITED TO ATTEND THE MEETING IN PERSON. WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE SIGN THE ACCOMPANYING PROXY AND MAIL IT IN THE ENCLOSED POSTAGE PREPAID ENVELOPE. YOUR PROMPT RESPONSE WILL SAVE THE EXPENSE OF A FOLLOW-UP MAILING.

COMPREHENSIVE CARE CORPORATION
204 South Hoover Boulevard, Suite 200
Tampa, Florida 33609
(813) 288-4808

PROXY STATEMENT
for
Annual Meeting of Stockholders
to be held on Friday, October 28, 2005

     The Board of Directors of Comprehensive Care Corporation (the “Company”) solicits your proxy for use at the 2005 Annual Meeting of Stockholders (the “Annual Meeting”) to be held on Friday, October 28, 2005 at 9:00 a.m., Eastern Standard Time, at the principal executive offices of the Company located at 204 South Hoover Boulevard, Suite 200, Tampa, Florida 33609 and any adjournments or postponements thereof. This Proxy Statement and the accompanying form of proxy are first being mailed on or about October 5, 2005. Following this mailing, certain officers and employees of the Company may solicit proxies by mail, telephone, telecopy, or in person, without additional compensation. Upon request, the Company will reimburse brokers, and other persons holding shares for others, for their expenses in forwarding copies of the proxy soliciting material to the beneficial owners of such shares. The Company will pay all solicitation costs, if any.

     The shares held by each person giving a proxy in the accompanying forms will be voted at the meeting in accordance with any instructions specified in the proxy. If no instructions are specified, the shares will be voted FOR the proposals contained herein. A proxy may be revoked by the person giving it any time before its exercise by sending a written notice of such revocation or a later-dated proxy to the Secretary of the Company at the above address or by attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not by itself revoke a proxy.

     The record date for stockholders entitled to notice of and to vote at the Annual Meeting is September 8, 2005 (the “Record Date”). As of the Record Date, 5,785,377 shares of common stock, $.01 par value per share (“Common Stock”), and 14,400 shares of Series A Convertible Preferred Stock, $50.00 par value per share (the “Series A Preferred Stock”), were outstanding and entitled to vote. At this Annual Meeting, holders of Series A Preferred Stock are entitled to vote, as a separate voting class, for the election of one director of the Company (the “Series A Director”). Holders of Series A Preferred Stock are entitled to vote with holders of Common Stock, voting together as a single class, for the election of one additional Class II director and for the remaining proposals. Shares of Common Stock are entitled to one vote for each share of Common Stock held. Shares of Series A Preferred Stock are entitled to vote on an “as converted” basis with the Common Stock. The Series A Preferred Stock is entitled to 294.12 votes for each share of Series A Preferred Stock outstanding, which represents the equivalent of 4,235,328 shares of Common Stock. In the election of directors, stockholders may cumulate their votes. Cumulative voting generally allows each holder of shares of Common Stock (and Series A Preferred Stock on an “as converted” basis) to multiply the number of shares owned by the number of directors being elected, and to distribute the resulting number of votes among nominees in any proportion that the holder chooses. Nominees in number equal to the seats to be filled, who receive a plurality of votes cast, are elected.

     A majority of the outstanding shares of Common Stock and the Series A Preferred Stock, taken together as one class, present in person or represented by proxy and entitled to vote, shall constitute a quorum for purposes of the meeting. In addition, a separate quorum representing a majority of the shares of Series A Preferred Stock shall be necessary in connection with the voting for the Series A Director. Abstentions and broker non-votes will be counted as present for purposes of determining the presence of a quorum. Abstentions and broker non-votes will have no effect on the election of directors in Proposal 1. If authority to vote for the nominee is withheld on a proxy card, no vote will be cast with respect to the shares represented thereby and the outcome of the election will not be affected. Approval of any other matter that may properly come before the Annual Meeting requires the affirmative vote of a

majority of the shares present in person or by proxy and entitled to vote. Abstentions will be counted towards the vote total for each proposal, and will have the same effect as a negative vote. Broker non-votes will have no effect and will not be counted towards the vote total with respect to any matter presented at the Annual Meeting.

     The 2005 Annual Report to Stockholders, including the consolidated financial statements for the fiscal year ended May 31, 2005, accompanies this Proxy Statement.

PROPOSAL 1 – ELECTION OF TWO CLASS II DIRECTORS

     Two Class II directors are to be elected by stockholders at the Annual Meeting. The Board of Directors has nominated Eugene L. Froelich and Robert S. Parker, each of whom is currently a member of the Board, for election. Each nominee is “independent” under the Company’s independence standards described on page 10.

     At the Annual Meeting, holders of Series A Preferred Stock, voting as a separate class, will elect one director of the Company. Unless the holders of Series A Preferred Stock otherwise specify, the shares represented by the proxies received for election of one director will be voted in favor of the election as director of Robert S. Parker. The holders of our Common Stock and Series A Preferred Stock will elect, voting as one class, one director of the Company. Unless the stockholders specify otherwise, the shares represented by the proxies received for the election of such director will be voted in favor of the election as director of Eugene L. Froelich. The Board of Directors is currently divided into three classes and the terms of the remaining directors expire in 2006 or 2007. If you approve the proposal to amend our Restated Certificate of Incorporation to eliminate classification of our board of directors, as more fully described in Proposal 2 beginning on page 7, both nominees will serve for one-year terms expiring at the 2006 annual meeting of stockholders or until their successors are duly elected and qualified or until their earlier death, resignation, retirement, disqualification or removal as provided in the Company’s Restated Certificate of Incorporation and Restated Bylaws. If you do not approve the proposal to amend our Restated Certificate of Incorporation, the two nominees will serve three-year terms expiring in 2008.

     Proxies of holders of Common Stock cannot be voted for more than one person and proxies of holders of Series A Preferred Stock cannot be voted for more than two persons. The Board has no reason to believe that any of the listed nominees will be unable or unwilling to serve as director if elected. If any of the nominees are unable or unwilling to serve, however, the shares represented by proxies received will be voted for substitute nominees selected by the Board of Directors. For information regarding the two nominees and regarding our Board of Directors as a whole, see “MANAGEMENT – Directors and Executive Officers” beginning on page 4.

THE BOARD OF DIRECTORS RECOMMENDS THAT THE HOLDERS OF SERIES A PREFERRED STOCK VOTE FOR MR. PARKER AND THAT ALL OF THE COMPANY’S STOCKHOLDERS VOTE FOR MR. FROELICH.

MANAGEMENT

Directors and Executive Officers

     The following table sets forth as of the Record Date the number and ages of our directors and executive officers and the positions they hold with the Company.

NAME		AGE		POSITION
Mary John Johnson		55		President,(1)(2) Chief Executive Officer,(1)(2) and Director(1)(2)
Robert J. Landis		46		Chairman of the Board of Directors, (1)(2) Chief Financial Officer, (1)(2) and
				Treasurer(1)(2)
Thomas Clay		57		Chief Development Officer(2)
Paul Patti, PhD		50		Vice President of National Clinical Operations(2)
Eugene L. Froelich		63		Director(3)
Robert Parker		26		Director(4)
David P. Schuster		35		Director(4)
Barry A. Stein, PhD		72		Director(4)
Peter Jesse Walcott		28		Director(4)

Mary Jane Johnson RN, MBA, (age 55)

     Ms. Johnson has served as our President and Chief Executive Officer since January 2000 and as a director of the Company since April 1999. Since joining the Company in August 1996, Ms. Johnson has also served as Chief Operating Officer of the Company, an appointment that was effective July 1999, and as Chief Executive Officer for the Company’s principal subsidiary, Comprehensive Behavioral Care, Inc., since August 1998. Ms. Johnson served as Executive Director for Merit Behavioral Care from 1993 to 1996. Ms. Johnson, a registered professional nurse, has a Bachelor’s Degree in Nursing from the State University of New York and a Master’s Degree in Business Administration from Adelphi University.

Robert J. Landis, CPA, MBA (age 46)

     Mr. Landis has served as a director of the Company since April 1999, as Chairman of our Board of Directors since January 2000 and as our Chief Financial Officer and Treasurer since July 1998. Mr. Landis served as Treasurer of Maxicare Health Plans, Inc., a health maintenance organization, from November 1988 to July 1998. Mr. Landis also serves on the Board of Directors and on the audit committee of Global Axcess Corporation, a company that owns and operates automatic teller machines, whose common stock is publicly traded on the Over-The-Counter-Bulletin-Board. Further, Mr. Landis serves on the Board of Directors and on the audit committee of Nyer Medical Group, Inc., a publicly-traded company engaged in the wholesale and retail sale of medical and surgical equipment and, additionally, the ownership and operation of pharmacies. Mr. Landis, a Certified Public Accountant, received a Bachelor’s Degree in Business Administration from the University of Southern California and a Master’s Degree in Business Administration from California State University at Northridge.

Thomas Clay, MSW (age 57)

     Mr. Clay has been employed by the Company since December 1999 and currently serves as the Chief Development Officer for Comprehensive Behavioral Care, Inc. (“CBC”) having served as President, Public Sector Services since June 2002. Mr. Clay previously served as CBC’s Senior Vice President of Clinical Operations from October 2000 through May 2002. During 1997, until joining the Company, Mr. Clay worked as a behavioral healthcare consultant specializing in adapting managed care technology to public sector services for providers and behavioral healthcare organizations. From January 1991 through July 1997, Mr. Clay served in a variety of executive positions for Tarrant County Mental Health Mental Retardation Services in Fort Worth, Texas. Mr. Clay received a Master of Social Work degree from Tulane University and a Bachelor of Arts Degree in Psychology from the University of Texas at Austin.

Paul Patti, Ph.D., (age 50)

     Dr. Patti has been employed by the Company since July 2003. He was promoted to the Vice President of National Clinical Operations in January of 2004. In this role, Dr. Patti manages all aspects of clinical protocol development and delivery of behavioral health services. Dr. Patti is a licensed psychologist with over 15 years managed care and clinical experience. Prior to joining the Company, Dr. Patti was Vice President of Operations for Horizon Behavioral Health from 2002 to 2004, Director of Outpatient Services for University Behavioral HealthCare from 2000 to 2002 and Vice President of Clinical Services for Integra from 1997 to 2000. Dr. Patti received a Bachelor of Arts Degree from Cornell University in 1977 and a Doctorate Degree in Clinical Psychology from Long Island University in 1986.

Eugene L. Froelich, CPA (age 63)

     Mr. Froelich has served as a director of the Company since January 2003. Mr. Froelich has more than 30 years of financial experience and has served as an executive to several publicly-held companies in the healthcare, entertainment, and technology industries. Mr. Froelich is currently working as a consultant in these industries. In addition, Mr. Froelich is currently the Chief Financial Officer and Chief Operating Officer of CureLab, Inc., a privately-held company, in the biotechnology sector. Mr. Froelich has served in this capacity for CureLab, Inc. since January 2002. From April 2001 to October 2001, Mr. Froelich served as Chief Financial Officer of Futurelink Corp., a publicly-traded company in the technology information sector. Futurelink Corp. had filed for protection under Chapter 11 of the federal bankruptcy code in August 2001 and, following such filing, Mr. Froelich voluntarily resigned his position with Futurelink Corp. From July 2000 to April 2001, Mr. Froelich was Chief Financial Officer of Wizshop.com, a private company, engaged in the Internet retail business. From 1998 to 2000, Mr. Froelich acted as an independent consultant and advisor to various corporations.

Robert Parker (age 26)

     Mr. Parker has served as a director of the Company since July 11, 2005. Mr. Parker has been employed by LS Power Equity Advisors, LLC, a company that controls a $1.1 billion private equity fund focused on the energy and power industry, since April 2005. Prior to this, Mr. Parker served as an Investment Banking Associate at Merrill Lynch from August 2004 to April 2005 and an Investment Banking Analyst for Credit Suisse First Boston from August 2000 to June 2002. From July 2002 to July 2004, Mr. Parker attended the University of Chicago Graduate School of Business where he obtained a Masters degree in Business Administration in Finance and Accounting. Mr. Parker received a Bachelor of Arts degree in Economics from Johns Hopkins University.

David P. Schuster (age 35)

     Mr. Schuster has served as a director of the Company since June 20, 2005. Mr. Schuster currently serves as the Vice President of Corporate Development for Hythiam, Inc., a publicly-traded healthcare management services firm, a position he has held since September 2003. Prior to this, Mr. Schuster served as the Managing Director of

Arkad Capital Partners, LLC from 2002 to 2003 and as the Senior Vice President of Hired Guns, Inc. from 2000 to 2002. Mr. Schuster is a graduate of Marquette University where he obtained a Bachelor of Science degree in Business Administration.

Barry A. Stein, Ph.D. (age 72)

     Dr. Stein has served as a director of the Company since June 20, 2005. Dr. Stein has over 35 years of experience advising executives and companies on productivity, innovation, leadership and organization design. Dr. Stein currently serves as the President of Goodmeasure, Inc., a company he co-founded in 1977. Prior to his current position, Dr. Stein served as a senior consultant for Arthur D. Little, Inc. and as President of OD Associates. Dr. Stein also taught Organization Behavior at Harvard, Economic Development at Massachusetts Institute of Technology and Business Policy at the Whittemore School. Dr. Stein has also served as a visiting lecturer at Yale University. Dr. Stein received a Bachelor of Science and a Masters of Science in Chemical Engineering and a Ph.D. in Economics and Regional Planning from Massachusetts Institute of Technology.

Peter Jesse Walcott (age 28)

     Mr. Walcott has served as a director of the Company since June 20, 2005. Mr. Walcott currently serves as the Director of Mergers and Acquisitions at IAP Worldwide Services, Inc., a position he has held since August 2004. Prior to this, Mr. Walcott served as an Investment Banking Associate at Legacy Securities, Inc. from June 2002 to August 2004 and an Investment Banking Analyst at J.P. Morgan Securities, Inc. from July 1999 to June 2002. Mr. Walcott is a graduate of the University of Virginia where he obtained a Bachelor of Arts degree in English and Economics.

PROPOSAL 2 – PROPOSAL TO ELIMINATE CLASSIFICATION OF THE BOARD OF DIRECTORS AND REPLACE IT WITH THE ANNUAL ELECTION OF ALL DIRECTORS

     On June 14, 2005, pursuant to a Securities Purchase Agreement (the “Purchase Agreement”), between the Company and Woodcliff Healthcare Investment Partners LLC, a Delaware limited liability company (“Woodcliff”), we issued to Woodcliff 14,400 shares of our Series A Preferred Stock, which as of the Record Date, were convertible into 42.3% of the shares of our Common Stock outstanding on such date. Pursuant to the Purchase Agreement, the Company agreed to convene and hold the Annual Meeting, for the purposes of amending the Company’s Restated Certificate of Incorporation to remove the provisions requiring a classified Board of Directors, among other things. Accordingly, our Board of Directors unanimously approved proposed amendments to our Restated Certificate of Incorporation, providing for the elimination of our classified Board of Directors and its replacement with the annual election of all directors. A copy of the proposed amendment to our Restated Certificate of Incorporation is attached to this Proxy Statement as Appendix A.

     Our Restated Certificate of Incorporation currently provides that our Board of Directors be divided into three classes. Each director currently serves a three-year term, with directors from one of the three classes being elected each year. If you approve the proposed amendment to our Restated Certificate of Incorporation, all directors standing for election would be elected for one-year terms, as described below:

	•		All directors elected at the Annual Meeting or thereafter would be elected for one-year terms;
	•		Directors assigned to Class I and Class III, who were previously elected at earlier annual meetings or appointed by Woodcliff, would stand for election in 2006 and would be elected for one-year terms thereafter; and
	•		Vacancies that occur during the year would continue to be filled by the Board of Directors to serve only until the next annual meeting.

     All other means of electing, appointing or removing directors will remain unchanged. If you do not approve this proposal, the Board will remain classified and the directors elected at this meeting will serve for a term ending at the Company’s 2008 annual meeting.

     Our Board of Directors has considered the advantages, disadvantages and appropriateness of annually elected and classified boards, taking a variety of perspectives into account. Under the Company’s current classified voting system, individual directors face election only once every three years, and stockholders only vote on roughly one-third of the Board of Directors each year. The Company’s Board of Directors believes the election of corporate directors is a primary means for stockholders to influence corporate affairs and ensure management is accountable to the Company’s stockholders. Proponents of annually elected boards, believe that such a system serves to insulate the Board of Directors and management from stockholder input and the consequences of poor financial performance.

     On the other hand, proponents of classified boards believe they promote the independence of directors because directors elected for multi-year terms are less subject to outside influence. Additionally, proponents of a classified system believe it provides continuity and stability in the management of the business and affairs of a company because a majority of directors always have prior experience as directors of the company. Further, proponents also believe a classified board may enhance stockholder value by protecting the Company against unfair treatment of stockholders in takeover situations, principally by making it more difficult and time-consuming to take control of the Board of Directors. By preventing third parties from replacing a majority of the board at any given time, and thus eliminating the threat of abrupt removal, the board can evaluate takeover proposals with the diligence required, appropriately consider alternatives and negotiate effectively, all in the best interests of the stockholders. Woodcliff, the holder of our Series A Preferred Stock, will vote in favor of eliminating the classification of our Board of Directors.

     The Board of Directors believes it is in the best interest of stockholders to eliminate classification of the Board of Directors and adopt a voting system whereby directors shall be elected annually. In addition, the Purchase

Agreement provides that the Board of Directors shall recommend that the stockholders of the Company vote in favor of the amendment to the Company’s Restated Certificate of Incorporation to eliminate the classification of the Board of Directors.

     THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE “FOR” THE PROPOSAL TO AMEND OUR RESTATED CERTIFICATE OF INCORPORATION TO REMOVE CLASSIFICATION OF OUR BOARD OF DIRECTORS AND TO REQUIRE ALL OF OUR DIRECTORS TO BE ELECTED ANNUALLY FOR ONE-YEAR TERMS.

CORPORATE GOVERNANCE

     Corporate governance is typically defined as the system that allocates duties and authority among a company’s stockholders, board of directors and management. The stockholders elect the board and vote on extraordinary matters; the board is a company’s governing body, responsible for hiring, overseeing and evaluating management, particularly the Chief Executive Officer; and management runs a company’s day-to-day operations. Our Board of Directors currently consists of seven directors. The primary responsibilities of the Board of Directors are oversight, counseling and direction to the Company’s management in the long-term interests of the Company and its stockholders. The Board’s detailed responsibilities include: (a) selecting, regularly evaluating the performance of, and approving the compensation of the Chief Executive Officer and other senior executives; (b) reviewing and, where appropriate, approving the Company’s major financial objectives, strategic and operating plans and actions; (c) overseeing the conduct of the Company’s business to evaluate whether the business is being properly managed; and (d) overseeing the processes for maintaining the Company’s integrity with regard to its financial statements and other public disclosures and compliance with law and ethics. The Board of Directors has delegated to the Chief Executive Officer, working with the Company’s other executive officers, the authority and responsibility for managing the Company’s business in a manner consistent with the Company’s standards and practices, and in accordance with any specific plans, instructions or directions of the Board. The Chief Executive Officer and management are responsible for seeking the advice and, in appropriate situations, the approval of the Board with respect to extraordinary actions to be undertaken by the Company.

     The Company has adopted a Code of Ethics and has established two standing committees: an Audit Committee and a Compensation and Stock Option Committee. Procedures facilitating the anonymous submission by employees to the Audit Committee of complaints regarding accounting, internal controls, or auditing matters have also been established.

Section 16(a) Beneficial Ownership Reporting Compliance

     Under Section 16(a) of the Securities Exchange Act of 1934, as amended, an officer, director or greater than 10% stockholder must file a Form 4 reporting the acquisition or disposition of the Company’s equity securities with the Securities and Exchange Commission no later than the end of the second business day after the day the transaction occurred unless certain exceptions apply. Transactions not reported on Form 4 must be reported on Form 5 within 45 days after the end of the Company’s fiscal year. To the Company’s knowledge, based solely on a review of the copies of these reports furnished to it and written representations that no other reports were required, the officers, directors, and greater than 10% beneficial owners complied with all applicable Section 16(a) filing requirements during its fiscal year ended May 31, 2005 (“Fiscal 2005”).

BOARD MEETINGS AND DIRECTORS’ COMPENSATION

     During Fiscal 2005, the Board of Directors of the Company held fourteen meetings in person or by telephone. In addition, the Board of Directors took action by written consent on two occasions. Each director attended more than 75% of the total of all meetings of the Board and the committees on which he or she served during Fiscal 2005. Further, as the Company requires all directors to attend each annual meeting of stockholders, the 2004 annual meeting was attended by all the then current directors.

     Members of the Board of Directors who are also officers or employees of the Company receive no compensation for serving as directors. No cash compensation was paid to any Board member during the Company’s Fiscal 2005.

     Non-employee Board members were compensated with stock options in accordance with the Company's Non-Employee Director Stock Option Plan (the "Directors' Plan"). The exercise price of each such option was equal to the fair market value of a share of Common Stock on the date of grant. Under the current Directors’ Plan, each non-employee director is automatically granted an option to purchase 10,000 shares upon joining the Board and options to purchase 5,000 shares on each anniversary of the initial date of service or date of approval, as the case may be. In addition to these grants, the Directors’ Plan provides that there shall be granted and awarded one or more options contemporaneous with each annual grant, as follows: (i) options to purchase 3,333 shares of Common Stock to the individual occupying the position of Vice Chairman of the Board, (ii) options to purchase 8,333 shares of Common Stock to each chairman of each committee of the Board, and (iii) options to purchase 2,500 shares of Common Stock to each non-employee director who serves on a committee of the Board (other than the chairman of the committee).

     A total of 31,666 options were granted under the Directors’ Plan during Fiscal 2005 to the following non-employee directors:

Director			Options Granted
Dr. Howard Savin(1)			15,833
Mr. Eugene Froelich			15,833
Total			31,666

     In addition, four directors designated by the Series A Holder who were appointed in June 2005 received an initial grant of 10,000 options at the beginning of their term on June 20, 2005 and one director who was appointed in July 2005 received an initial grant of 10,000 options at the beginning of his term on July 11, 2005.

     The exercise price of the options is equal to 100% of the fair market value of the Common Stock on the date of grant. Options are exercisable to the extent vested, which occurs at specified intervals and anniversary dates over time (see “Non-Employee Directors’ Plan” under the caption “Executive Compensation” below).

STOCKHOLDER COMMUNICATIONS WITH DIRECTORS

     The Company has established a stockholder website ( www.compcare-shareholders.com ), which may be used by stockholders to communicate with members of the Company’s Board of Directors. Any stockholder may contact the Chairman, Mr. Landis, or another member of the Board by completing the “Contact Us and News Alert Signup” information under the “Contact Us” tab. All communications are initially screened by the Board Chairman for the purpose of determining the appropriate party to receive the communication.

BOARD COMMITTEES

Audit Committee

     During Fiscal 2005, the members of our Audit Committee were Dr. Howard Savin and Mr. Eugene Froelich, who served as Chairman of the Audit Committee. The Board of Directors has determined that each of Dr. Savin and Mr. Froelich are independent as defined in Section 121(A) of the American Stock Exchange’s listing standards. The Board has determined that Mr. Eugene Froelich qualifies as an “audit committee financial expert,” as defined in the rules of the Securities and Exchange Commission. The Audit Committee met four times during Fiscal 2005. In addition, the Audit Committee took action by written consent on two occasions.

     The principal responsibilities of and functions to be performed by the Audit Committee are established in the Audit Committee Charter. The Audit Committee Charter was adopted by the Board of Directors and is reviewed annually by the Audit Committee. A copy of the Audit Committee Charter was filed as an attachment to the proxy statement relating to our 2003 annual meeting of stockholders. See “Audit Committee Report” for a description of the Audit Committee’s responsibilities. Dr. Savin resigned from our Board of Directors in August 2005. Messrs. Parker and Walcott were appointed by the Board of Directors in August 2005 to serve with Mr. Froelich on the Audit Committee. Each of Messrs. Parker and Walcott are “independent” as defined in Section 121(A) of the American Stock Exchange listing standards.

Compensation and Stock Option Committee

     During Fiscal 2005, the members of our Compensation and Stock Option Committee were Howard A. Savin, Chairman of the Committee, and Eugene L. Froelich. In August 2005, following Dr. Savin’s resignation, Mr. Schuster and Dr. Stein were appointed by the Board of Directors to serve on our Compensation and Stock Option Committee.

     The Compensation and Stock Option Committee took action by written consent on five occasions during Fiscal 2005. The responsibilities of the Stock Option and Compensation Committee are to recommend remuneration arrangements for senior management, advise the Board as to senior management succession planning, and to review and approve senior management performance goals as well as conduct performance evaluations against such goals. Additionally, the Compensation and Stock Option Committee oversees the Company’s employee stock option plans and is responsible for determining any stock option grants to be made to the Company’s senior management, employees, or consultants.

Nominating Committee

     During its meetings, the Board of Directors performs the functions normally associated with a nominating committee and, as such, the Company does not have separate nominating committee or nominating committee charter, nor does the Company pay any third party a fee to assist in the process of identifying and evaluating Board candidates. During Fiscal 2005, the Board of Directors did not appoint a Nominating Committee due to its small size. In light of the recent increase in the size of the Company’s Board, the Board of Directors may appoint a Nominating Committee in the future. Director nominees are determined by members of the Board of Directors based upon a number of criteria, including the business of the Company, the nominee’s knowledge and expertise in the healthcare industry or other comparable business experience, the nominee’s qualities and background, and the Board’s composition as well as its current and future needs. One of our director nominees, Mr. Eugene Froelich, is standing for re-election. The other director nominee, Mr. Robert Parker, was designated by the holder of our Series A Preferred Stock pursuant to the terms of the Certificate of Designation. Ms. Johnson and Mr. Landis are not independent directors. The remaining five directors are “independent” as that term is defined in Section 121A of the American Stock Exchange Listing standards. Please see “Procedure for Submitting Stockholder Proposals” at the end of this document for instructions on submitting director nominees for consideration by the Board of Directors, including recommendations from stockholders of the Company. Any such director nominee recommendations should be sent together with appropriate biographical information concerning each proposed nominee.

REPORT OF THE AUDIT COMMITTEE

     The primary responsibilities of the Audit Committee are the oversight of the integrity of the Company’s financial statements, the appointment, compensation and performance of the independent auditors, and the evaluation of complaints from employees regarding accounting and auditing matters. In April 2003, the Audit Committee adopted a ‘whistleblower’ policy, providing for the anonymous submission by employees to the Audit Committee of complaints regarding accounting, internal controls, or auditing matters. The Audit Committee is responsible for the receipt, treatment and retention of such filed complaints.

     Although the Company is not listed on the American Stock Exchange, the Company has used the definition of “independent” set forth in the American Stock Exchange listing standards for the purpose of determining the independence of its Audit Committee members in Fiscal 2005. Mr. Froelich and Dr. Savin are “independent” as that term is defined in Section 121A of the American Stock Exchange listing standards, which defines an independent director, generally, as one who is not employed by the Company, receives no compensation other than as a director, is not related to a Company officer, and is not an officer or owner of a business having transactions with the Company.

     The Audit Committee reviewed and discussed the Company’s Fiscal 2005 audited financial statements with the Company’s management, discussed with the Company’s independent auditors the matters required to be discussed by Statement on Auditing Standards No. 61 (Communications with Audit Committees), received the written disclosures and the letter from the Company’s independent accountants required by Independence Standards Board Standard No. 1 (Independence Discussions with Audit Committees), and discussed with such independent accountants the independent accountants’ independence.

     In performing all of these functions, the Audit Committee acts only in an oversight capacity and necessarily relies on the work and assurances of the Company’s management and independent auditors, which, in their report, express an opinion on the conformity of the Company’s annual financial statements to accounting principles generally accepted in the United States of America. Based on such reviews and discussions, the Audit Committee recommended that the audited financial statements be included in the Company’s Annual Report on Form 10-K for Fiscal 2005 for filing with the Securities and Exchange Commission.

THE AUDIT COMMITTEE

Eugene L. Froelich, CPA, Chairman
Howard A. Savin, Ph.D.

REPORT OF THE COMPENSATION AND STOCK OPTION COMMITTEE REGARDING COMPENSATION OF EXECUTIVE OFFICERS

     The responsibilities of the Compensation and Stock Option Committee are to establish the annual compensation of the Chief Executive Officer, Chief Financial Officer, and the other executive officers of the Company and to oversee the administration of the Company’s 1995 and 2002 stock incentive plans. The members of the Compensation and Stock Option Committee are “independent” as defined by the American Stock Exchange listing standards.

Overview and Philosophy

     The Compensation and Stock Option Committee’s policies are designed to enable the Company to attract and retain outstanding executives in the healthcare industry to assist the Company in meeting its long-range objectives, thereby serving the interests of the Company’s stockholders. The Compensation and Stock Option Committee’s compensation philosophy is to provide rewards that (1) are linked to both Company performance and individual performance, (2) align employee interests with stockholder interests, (3) are sufficient to attract and retain high-quality employees, and (4) provide a mix of cash and potential stock ownership tied to long-term as well as immediate business strategies.

     The current employment agreements of Ms. Johnson and Mr. Landis were approved by the then current Compensation and Stock Option Committee, which was composed solely of independent directors. The current employment agreements of all other executive officers of the Company and the Company’s principal operating subsidiary, Comprehensive Behavioral Care, Inc., (“CBC”) were approved by the CBC Board of Directors.

Executive Officer Compensation

     The following key principles guide the Compensation and Stock Option Committee in structuring compensation targets and packages of executive officers and key management:

	•		Total annual compensation will include salary as the core compensation plus options to purchase shares of the Company’s Common Stock, the value of which is a function of the market price, which is an extension of stockholder interests.
	•		Management development includes support of compensation opportunity structures to attract and retain individuals who can maximize the creation of stockholder value, and motivate employees to attain Company and individual objectives.
	•		Recognition of individual contributions as well as overall Company results toward identified business results.
	•		Competitive position of both base salary and total compensation within the healthcare industry.

Components of Executive Compensation

     The components of executive compensation for each of the Company’s four named executive officers included a base salary, provision for an annual incentive bonus, and provisions for the award of stock options. Ms. Johnson and Mr. Landis each have employment agreements, which were approved by the then current Compensation and Stock Option Committee, which took into account the skills, knowledge and experience that each of the executive officers brought to their positions. The base salary of each executive officer is intended to be maintained at slightly above the median range of salary for similar positions at public companies that are in the same line of business as the Company and which are of similar size. The current employment agreement of each executive officer provides for the award of stock options. In the case of Ms. Johnson and Mr. Landis, the Compensation and Stock Option Committee determined that each is to receive an annual grant of options to purchase 25,000 shares of stock. The Compensation and Stock Option Committee reserves the right to increase the annual stock options award based on exceptional performance by the executive. In the case of Mr. Clay and Dr. Patti, each is eligible for participation in periodic grants of stock options as determined by the Compensation and Stock Option Committee at its discretion.

     Each of the Company’s executive officers is eligible to receive an annual performance-based incentive bonus or other such bonus or additional compensation as may be determined from time to time by the Compensation and Stock Option Committee. There were no cash amounts paid during Fiscal 2005, 2004 or 2003 in connection with any annual performance bonus as provided for in the Company’s employment agreements with its executive officers.

Compensation of the Chief Executive Officer

     Under the terms of her current employment agreement, effective February 3, 2003, as amended June 14, 2005, Ms. Johnson’s base salary is currently set at $205,000 per annum. As part of the Company’s cost-cutting initiatives, Ms. Johnson agreed to defer certain salary increases under her employment agreement. As a result of this deferral and in accordance with the Company’s incentive compensation plan for the Chief Executive Officer in Fiscal 2005, Ms. Johnson received a base salary of $175,000 in Fiscal 2005 and did not receive a cash incentive bonus. In Fiscal 2005, Ms. Johnson received an award of incentive stock options to purchase 25,000 shares of Common Stock, which vested May 31, 2005. Ms. Johnson’s employment agreement also includes a severance and change-in-control provision.

Compensation of Other Executive Officers

     Under the terms of his current employment agreement, effective February 3, 2003, as amended June 14, 2005, Mr. Landis is to receive $185,000 per annum. As part of the Company’s cost-cutting initiatives, Mr. Landis agreed to defer certain salary increases under his employment agreement. As a result of this deferral and in accordance with the Company’s incentive compensation plan for the executive officers in Fiscal 2005, Mr. Landis received a base salary of $175,000 in Fiscal 2005 and did not receive a cash incentive bonus. In Fiscal 2005, Mr. Landis received an award of incentive stock options to purchase 25,000 shares of Common Stock, which vested May 31, 2005. Mr. Landis’ employment agreement also included a severance and change-in-control provision.

     Base salaries for Mr. Clay and Dr. Patti were set by Comprehensive Behavioral Care, Inc.’s Board of Directors at $120,000 and $99,000, respectively. During Fiscal 2005, Mr. Clay was granted options to purchase 10,000 shares of Common Stock, and Dr. Patti was granted options to purchase 7,500 shares of Common Stock.

LIMITATIONS ON THE DEDUCTIBILITY OF COMPENSATION

     Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Tax Code”), places a limit of $1.0 million on the amount of compensation that the Company may deduct in any one year with respect to each of its five most highly paid executive officers. However, certain performance-based compensation as defined by Section 162(m) of the Tax Code is not subject to the deduction limit. The Board of Directors believes that all anticipated compensation during the fiscal year ending May 31, 2006 will satisfy the requirements of Section 162(m) of the Tax Code and, as such, would be deductible for federal income tax purposes. Further, the Company’s Compensation and Stock Option Committee believes that the deductibility of officer compensation in excess of the $1.0 million threshold is not likely to be an issue for the Company to address in the foreseeable future.

Submitted By:

Howard A. Savin, Ph.D., Chairman
Eugene L. Froelich, CPA

SECURITY OWNERSHIP

     The following table sets forth, as of the Record Date, information concerning the beneficial ownership of Common Stock by each director of the Company, nominee for director, the executive officers named in the Summary Compensation Table included elsewhere herein, and all directors and executive officers as a group. Unless otherwise indicated below, the business address for each named individual is the principal executive office address, which is 204 South Hoover Blvd., Suite 200, Tampa, Florida 33609. According to rules adopted by the Securities and Exchange Commission, a person is the “beneficial owner” of securities if he or she has, or shares, the power to vote such securities or to direct their investment. Unless otherwise indicated, each of the stockholders has sole voting and investment power with respect to shares beneficially owned.

						Percent of
		Shares Beneficially				Common Stock
Name of Beneficial Owner		Owned				Outstanding
Mary Jane Johnson (1)			340,000				5.7	%
Robert J. Landis (2)			397,625				6.6	%
Thomas Clay (3)			72,500				1.3	%
Paul Patti (4)			17,500				*
Eugene L. Froelich (5)			31,666				*
Barry A. Stein (6)			—				—
David Paul Schuster (6)			—				—
Peter Jesse Walcott (6)			—				—
Robert Parker (6)			—				—
All executive officers and directors
As a group (9 persons)			859,291				13.2	%

The following table sets forth, as of the Record Date, the name, address, stock ownership and voting power of each person or group of persons known by the Company to own beneficially more than 5% of the outstanding shares of Common Stock. Unless otherwise indicated, each of the stockholders has sole voting and investment power with respect to shares beneficially owned.

		Shares				Percent of
		Beneficially				Common Stock
Name And Address of Beneficial Owner		Owned				Outstanding
Harry Ross
3622 Reeves Road, Ojai, CA 93023			900,000	(1)			15.8	%
Robert Lange
1806 Hickory Street, St. Louis, MO 63104			323,500	(2)			5.7	%
Woodcliff Healthcare Investment Partners LLC
535 Madison Avenue, 35th Floor, New York, NY 10022			4,235,328	(3)			42.3	%

Change in Control Arrangements

     On June 14, 2005, we issued to Woodcliff 14,400 shares of Series A Preferred Stock, the rights, preferences and conditions of which are set forth in the Certificate of Designation. As of the Record Date, there were 5,785,377 shares of our Common Stock outstanding, plus outstanding options and warrants to purchase an additional 1,591,573 shares of Common Stock. Based upon the number of shares of our Common Stock outstanding on the Record Date, if Woodcliff had converted its shares of Series A Preferred Stock on such date, it would have owned 42.3% of the shares of our Common Stock outstanding on such date, excluding the exercise of options and warrants issued and outstanding at such time. In addition, we have the right to require Woodcliff to purchase up to approximately 2.95 million additional shares of our Common Stock, subject to our attaining certain financial targets and satisfying other conditions. Therefore, conversion by Woodcliff of the shares of Series A Preferred Stock, together with the exercise by us of certain put options described in the Purchase Agreement, could result in increased voting power in the Company by Woodcliff. As of the Record Date, Woodcliff had not converted the shares of Series A Preferred Stock nor have we exercised our put options. However, pursuant to the terms of the Certificate of Designation, a majority of the directors serving on our Board were designated by Woodcliff.

EXECUTIVE COMPENSATION

The following provides certain information concerning compensation earned by the Company’s Chief Executive Officer and its other “named executive officers” whose total salary and bonus for Fiscal 2005 exceed $100,000 (together, these persons are sometimes referred to as the “named executives”).

SUMMARY COMPENSATION TABLE

						Annual Compensation												Long-term Compensation
																										Long-
																		Restricted				Securities				term
														Other Annual				Stock				Underlying				Incentive				All Other
Fiscal										Bonus				Compensation				Award(s)				Options/SARS				Payouts				Compensation
Year		Name and Position				Salary ($)				($)				($)				($)				(#)				($)				($)
2005		Mary Jane Johnson		President (1,2) , Chief			174,328				—				6,500	(4)			—				25,000				—				—
2004		Mary Jane Johnson		Executive Officer (1,2), and			163,007				—				6,500	(4)			—				25,000				—				219	(5)
2003		Mary Jane Johnson		Director (1,2)			175,000				—				6,500	(4)			—				50,000				—				445	(5)
2005		Robert Landis		Chairman of the Board of			172,308				10,000	(8)			3,900	(6)			—				25,000				—				—
2004		Robert Landis		Directors- (1,2) , Chief			169,279				20,000	(3)			3,900	(6)			—				25,000				—				441	(5)
2003		Robert Landis		Financial Officer (1,2) ,			172,981				15,250	(3)			5,700	(6)			—				50,000				—				908	(5)
				and Treasurer (1,2)
2005		Thomas Clay		Chief Development			120,000				—				—				—				10,000				—				—
2004		Thomas Clay		Officer (2)			111,231				—				—				—				10,000				—				219	(5)
2003		Thomas Clay					117,692				—				1,800	(9)			—				20,000				—				993	(5)
2005		Paul Patti, Ph.D.		Vice President of Clinical			99,000				—				2,600	(4)			—				7,500				—				—
2004		Paul Patti, Ph.D. (7)		Operations (2)			82,074				—				2,300	(4)			—				10,000				—				—
2003		Paul Patti, Ph.D.					—				—				—				—				—				—				—

(1)		Comprehensive Care Corporation.
(2)		Comprehensive Behavioral Care, Inc., Principal Subsidiary of the Company.
(3)		Represents payments made in connection with the stay bonus awarded to Mr. Landis in fiscal 2000.
(4)		Represents car allowances paid in accordance with Ms. Johnson’s and Dr. Patti’s employment agreements.
(5)		Represents amounts contributed by the Company to the indicated person’s 401(k) Plan Account.
(6)		Represents compensation expense for personal use mileage in accordance with Mr. Landis’ employment agreement.
(7)		Dr. Patti joined the Company effective July 7, 2003.
(8)		Represents the final payment made in connection with the stay bonus awarded to Mr. Landis in fiscal 2000.
(9)		Represents transitional living expenses paid to Mr. Clay.

The following tables present information regarding the number of options granted to the Company’s named executives during Fiscal 2005 and the number of unexercised options held by the Company’s named executives at May 31, 2005. No stock options were exercised and no appreciation rights were granted or held by such persons during Fiscal 2005.

Option Grants In the Last Fiscal year

						Percent of Total				Exercise
						Options/SARS Granted				or Base								Grant Date
		Options				to Employees in Fiscal				Price				Expiration				Present
Name		Granted				Year				($/Share)				Date				Value
Mary Jane Johnson			25,000				11.4	%		$	1.45				03/11/15			$	1.0773
Robert J. Landis			25,000				11.4	%			1.45				03/11/15				1.0773
Thomas Clay			10,000				4.6	%			1.10				10/05/14				0.8094
Paul Patti, Ph.D.			7,500				3.4	%			1.10				10/05/14				0.8094

     The present value as of the date of grant, calculated using the Black-Scholes method is based on assumptions, including a risk-free interest rate of 4.275%, a stock price volatility factor of 95.0%, a 0% dividend yield and an estimated option term of 5 years. There is no assurance that these assumptions will prove to be true in the future. The actual value, if any, that may be realized by each individual will depend upon the market price of the Common Stock on the date of exercise.

AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND AGGREGATED FISCAL YEAR-END OPTION VALUE

						Number of Securities
						Underlying		Value of Unexercised In-
						Unexercised		the-money
						Options/SARs at FY		Options/SARs at FY
		Shares		Value		End (#)		End ($)
		Acquired on		Realized		Exercisable/		Exercisable/
Name		Exercise (#)		($)		Unexercisable		Unexercisable(1)
Mary Jane Johnson		—		—		320,000/0		$374,893/$0
Robert J. Landis		—		—		365,625/0		374,893/0
Thomas Clay		—		—		62,500/5,000		57,010/4,100
Paul Patti, Ph.D.		—		—		13,750/3,750		3,075/3,075

Employment Agreements with Executives

     The Company entered into an employment agreement with Mary Jane Johnson effective February 1, 2003, as amended June 14, 2005. Such agreement terminates May 31, 2006 and is subject to two 18-month extensions. Ms. Johnson’s employment agreement provides for a salary of $205,000 per annum and includes an annual performance bonus based on the Company’s earnings

before interest, taxes, depreciation and amortization (“EBITDA”). Such annual performance bonus shall be equal to the greater of 2 ¹/2% of the Company’s EBITDA, or $25,000. Ms. Johnson is provided an auto allowance of $250 biweekly as well as a policy of life insurance. In addition, the Company pays for a portion of Ms. Johnson’s health insurance and other group insurance premiums in accordance with the Company’s general benefit guidelines covering all full-time employees. Ms. Johnson’s employment agreement provides that in the event of a change in control of the Company, or in the case of termination without cause, Ms. Johnson will be paid a severance benefit equal to twenty four (24) months base salary, together with her performance bonus. Ms. Johnson is additionally eligible to receive a special transaction bonus should the company merge with or into another entity in which the Company is not the surviving entity, or if the Company sells all or substantially all of its assets and the special transaction is $5.0 million or greater. The special transaction bonus shall be an amount equal to 1% of the special transaction value in excess of $5.0 million. Coincident with the Company’s annual meetings of stockholders, Ms. Johnson shall be granted options to purchase 25,000 shares of the Company’s Common Stock. The options will bear an exercise price of the fair market value of the Company’s stock on the date of grant and will vest within one year of such date. Ms. Johnson’s employment agreement may be terminated by either party in accordance with its terms, which require written notification to the other party at least six months prior to the initial termination date or renewal termination date. Ms. Johnson’s agreement also provides for (i) a severance payment equal to two years’ base salary if the Company does not renew her employment agreement at the next two renewal dates; (ii) the continuation of existing health insurance coverage for up to eighteen (18) months for Ms. Johnson and her dependents upon termination if the Company does not renew her employment agreement; (iii) a payment equal to the greater of two years’ base salary or the balance of the base salary for the remainder of her employment term if she becomes disabled; and (iv) a severance payment equal to the greater of her base salary for the unexpired term or two times such base salary, if during the term of the agreement, the Company materially curtails or diminishes her duties and responsibilities and Ms. Johnson provides the Company with 60 days’ notice that she elects to terminate her employment with the Company.

     The Company entered into an employment agreement with Robert J. Landis effective February 1, 2003 as amended on June 14, 2005. Such agreement terminates May 31, 2006 and is subject to two 18-month extensions. Mr. Landis’ employment agreement provides for a salary of $185,000 per annum and includes an annual performance bonus based on the Company’s EBITDA. Such annual performance bonus shall be equal to the greater of 2 ¹/2% of the Company’s EBITDA, or $20,000. In addition, the Company pays for a portion of Mr. Landis’ health insurance and other group insurance premiums in accordance with the Company’s general benefit guidelines covering all full-time employees. Mr. Landis is also provided with a policy of life insurance and use of a company automobile or, alternatively, a $250 biweekly auto allowance. Mr. Landis’ employment agreement provides that in the event of a change in control of the Company or in the case of termination without cause, Mr. Landis will be paid a severance benefit equal to 24 months base salary, together with his performance bonus. Mr. Landis is additionally eligible to receive a special transaction bonus should the company merge with or into another entity in which the Company is not the surviving entity, or if the Company sells all or substantially all of its assets and the special transaction is $5.0 million or greater. The special transaction bonus shall be an amount equal to 1% of the special transaction value in excess of $5.0 million. Coincident with the Company’s annual meetings of stockholders, Mr. Landis shall be granted options to purchase 25,000 shares of the Company’s Common Stock. The options will bear an exercise price of the fair market value of the Company’s stock on the date of grant and will vest within one year of such date. Mr. Landis’ employment agreement may be terminated by either party in accordance with its terms, which require written notification to the other party at least six months prior to the initial termination date or renewal termination date. Mr. Landis’ agreement also provides for (i) a severance payment equal to two years’ base salary if the Company does not renew his employment agreement at the next two renewal dates; (ii) the continuation of existing health insurance coverage for up to 18 months for Mr. Landis and his dependents upon termination if the Company does not renew his employment agreement; (iii) a payment equal to the greater of two years’ base salary or the balance of the base salary for the remainder of his employment term if he becomes disabled; and (iv) a severance payment equal to the greater of his base salary for the

unexpired term or two times such base salary, if during the term of the agreement, the Company materially curtails or diminishes his duties and responsibilities and Mr. Landis provides the Company with 60 days’ notice that he elects to terminate his employment with the Company.

     At the closing of the transactions contemplated by the Purchase Agreement, Ms. Johnson and Mr. Landis entered into waivers of certain provisions contained in their respective employment agreements, acknowledging that the transactions contemplated by the Purchase Agreement constituted a “change in control,” as defined in each such employment agreement, and that each of the executives will waive any bonus or other payments triggered by such change in control provisions contained in their employment agreement resulting from the consummation of the transactions contemplated by the Purchase Agreement. Mr. Landis’ waiver of such provisions will continue through November 30, 2007.

     On June 3, 2002, the Company’s principal operating subsidiary, Comprehensive Behavioral Care, Inc. (“CBC”), entered into an employment agreement with Thomas Clay. Mr. Clay’s employment agreement provides for a salary at the rate of $120,000 per annum and includes a performance-based bonus not to exceed $20,000 per annum, which will be based 20% on individual performance and 80% on the Company’s financial performance against set criteria. In addition, Mr. Clay is eligible to participate in CBC’s Sales Incentive Plan, a commission program designed to compensate the Company’s sales and marketing staff in proportion to their individual contributions to the Company’s sales and marketing objectives. Mr. Clay is provided with a policy of life insurance and the Company pays for a portion of Mr. Clay’s health insurance and other group insurance premiums in accordance with the Company’s general benefit guidelines covering all full-time employees. Mr. Clay’s employment agreement provides that, in the event of a change in control of CBC as defined, Mr. Clay has the option to remain employed by CBC or to be paid a severance benefit equal to six months base salary or, in the case of termination without cause, Mr. Clay will be paid a severance benefit equal to three months base salary. Mr. Clay’s employment agreement continues unless terminated by either party in accordance with the terms of the employment agreement.

     On August 20, 2004, CBC entered into an employment agreement with Paul Patti, Ph.D. Dr. Patti’s employment agreement provides for a salary at the rate of $99,000 per annum. Dr. Patti is provided with an auto allowance of $100 biweekly as well as a policy of life insurance. In addition, the Company pays for a portion of Dr. Patti’s health insurance and other group insurance premiums in accordance with the Company’s general benefit guidelines covering all full-time employees. Dr. Patti’s employment agreement provides that, in the event of a change in control of CBC as defined, Dr. Patti has the option to remain employed by CBC or to be paid a severance benefit equal to three months base salary. Dr. Patti’s employment agreement continues unless terminated by either party in accordance with the terms of the employment agreement.

Stock Option Plans

     During Fiscal 2005, the Company had two active incentive plans, the 1995 Incentive Plan and the 2002 Incentive Plan (collectively, the “Plans”), that provide for the granting of stock options, stock appreciation rights, limited stock appreciation rights, and restricted stock grants to eligible employees and consultants to the Company. Grants issued under the Plans may qualify as incentive stock options (“ISOs”) under Section 422A of the Internal Revenue Code. Options for ISOs may be granted for terms of up to ten years and are generally exercisable in cumulative increments of 50% each six months. Options for non-statutory stock options (“NSOs”) may be granted for terms of up to 13 years. The exercise price for ISOs must equal or exceed the fair market value of the shares on the date of grant, and 65% in the case of other options. The Plans also provide for the full vesting of all outstanding options under certain change of control events. The maximum number of shares authorized for issuance is 1,000,000 under the 2002 Incentive Plan and 1,000,000 under the 1995 Incentive Plan. As of the Record Date, under the 2002 Incentive Plan, there were 516,000 options available for grant and there were 470,000 options outstanding, of which 445,500 options were exercisable. Additionally, as of the Record Date, under the 1995 Incentive Plan, there were 573,075 options outstanding and presently exercisable. Effective August 31, 2005, the 1995 Incentive Plan has terminated and no further options are available for grant under this plan.

Non-Employee Directors’ Plan

     Under the Directors’ Plan, each non-employee director automatically receives an initial grant upon joining the Board and an annual grant on each anniversary of the initial date of service or date of approval, as the case may be. In addition to these grants, the Directors’ Plan provides that there shall be granted and awarded one or more options contemporaneous with each annual grant, as follows: (i) options to purchase 3,333 shares of Common Stock to the individual occupying the position of Vice Chairman of the Board, (ii) options to purchase 8,333 shares of Common Stock to each chairman of each committee of the Board, and (iii) options to purchase 2,500 shares of Common Stock to each non-employee director who serves on a committee of the Board (other than the chairman of the committee). Each non-qualified stock option is exercisable at a price equal to the Common Stock’s fair market value as of the date of grant. Initial grants vest annually in 25% increments beginning on the first anniversary of the date of grant, provided the individual is still a director on those dates. Annual grants become 100% vested as of the first Annual Meeting of the Company’s stockholders following the date of grant, provided the individual is still a director as of that date. An optionee who ceases to be a director shall forfeit that portion of the option attributable to such vesting dates on or after the date he or she ceases to be a director. The maximum number of shares authorized for issuance under the Directors’ Plan is 250,000. As of the Record Date, there were 43,336 options available for grant and there were 126,665 options outstanding, of which 81,665 options were exercisable, under the Directors’ Plan.

Performance Graph

The following is a line graph comparing the Company’s total stockholder returns to those of the NASDAQ Health Services Index and a Comparable Company Index (including the Company, PHC, Inc., Magellan Health Services, Inc. and Horizon Health Corp.) for each year in the period from June 1, 2000 through May 31, 2005. The Company’s Common Stock is traded on the Over The Counter Bulletin Board and, accordingly, the Company has selected the NASDAQ Health Services Index as an appropriate index for this graph. Total return values were calculated based on cumulative total return, assuming the value of the investment in the Company’s Common Stock, and in each index, was $100 and that all dividends were reinvested.

COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN
AMONG COMPREHENSIVE CARE CORPORATION,
THE NASDAQ HEALTH SERVICES INDEX AND A PEER GROUP

ASSUMES $100 INVESTED ON JUNE 1, 2000
ASSUMES DIVIDENDS REINVESTED
FIVE FISCAL YEARS ENDED MAY 31, 2005

		2000				May 2001				May 2002				May 2003				May 2004				May 2005
Comprehensive Care Corporation			100.00				214.29				761.90				1333.33				761.90				914.29
Comparable Company Index			100.00				128.19				279.57				251.15				337.81				393.56
NASDAQ Health Services Index			100.00				109.75				116.37				105.54				140.34				165.89

Certain Transactions

     For information relating to Employment Agreements with executive officers, stock options, stay bonuses, stock grants, and other compensation, see “Report of the Compensation and Stock Option Committee Regarding Compensation of Executive Officers — Components of Executive Compensation” and “Employment Agreements with Executives.”

     Effective August 1, 2005, the Company’s principal operating subsidiary, Comprehensive Behavioral Care, Inc. (“CBC”), entered into a marketing agreement (the “Marketing Agreement”) with Health Alliance Network, Inc. (“HAN”) whereby CBC appointed HAN as its primary representative and marketing agent for commercial business. Pursuant to the Marketing Agreement, HAN will receive a $15,000 monthly fee for its marketing services to CBC plus reimbursement of related travel expenses. HAN will receive three percent of the gross revenues received by CBC from commercial services agreements resulting from introductions made by HAN or its affiliates and approved by CBC. HAN will receive an additional payment with respect to those commercial services agreements exceeding certain pricing targets equal to fifty percent of the gross revenues exceeding such pricing target. Further, CBC will pay HAN a quarterly bonus of $9,000 or $21,000 if CBC achieves certain quarterly profit targets. The maximum payments to HAN, inclusive of all fees and bonuses, shall not exceed $1.0 million in any fiscal year. CBC made no payments to HAN under the Marketing Agreement in Fiscal 2005. The Marketing Agreement is for an initial term of twenty-four (24) months and is automatically renewable for additional periods of twelve months each unless terminated by either party. Two shareholders of HAN are each members of Woodcliff, the owner of all outstanding shares of the Company’s Series A Preferred Stock.

     In connection with the Company’s indemnification program for executive officers and directors, Ms. Johnson, Mr. Landis, Mr. Clay, and Dr. Patti as well as seven current, key management employees, directors, or subsidiary directors, thirteen former directors, and twelve former executive officers, are entitled to indemnification. The Company considers it desirable to provide each indemnitee with specified assurances that the Company can and will honor the Company’s obligations under the Indemnification Agreements, including a policy of insurance to provide for directors and officers liability coverage.

EQUITY COMPENSATION PLAN INFORMATION

The following table summarizes share and exercise price information with respect to the Company’s equity compensation plans (including individual compensation arrangements) under which equity securities of the Company are authorized for issuance as of May 31, 2005:

(a)

(b)

(c)

Number of securities remaining

Number of securities to

Weighted-average

available for future issuance

be issued upon exercise

exercise price of

under equity compensation

of outstanding options,

outstanding options,

plans (excluding securities

Plan category

warrants and rights

warrants and rights

reflected in column (a))

Equity compensation plans approved by stockholders

1,343,956

$

1.08

576,503

Equity compensation plans not approved by stockholders*

406,000

1.78

—

Total

1,749,956

$

1.24

576,503

     Pursuant to the Purchase Agreement, the Company agreed to convene and hold the Annual Meeting for the purpose of amending the Company’s Restated Certificate of Incorporation and Amended and Restated Bylaws to, among other things, eliminate cumulative voting. The Company’s Restated Certificate of Incorporation, as amended, and Amended and Restated Bylaws currently provide that cumulative voting shall apply to any proposed election of directors. Cumulative voting generally allows each holder of shares of Common Stock (and Series A Preferred Stock on an “as converted” basis) to multiply the number of shares owned by the number of directors being elected, and to distribute the resulting number of votes among nominees in any proportion that the holder chooses. The cumulative voting provision could potentially provide a way for a small group of stockholders to have a disproportionate effect on the election of directors, which could lead to the election of one or more directors who advocate the positions of the stockholder group responsible for the election rather than positions that are in the best interest of all stockholders.

     The Board of Directors believes it is in the best interest of stockholders to eliminate cumulative voting and adopt a voting system whereby each share of Common Stock shall be entitled to one vote for each nominee for director. In addition, the Purchase Agreement provides that the Board of Directors shall recommend that the stockholders of the Company vote in favor of the amendment to the Company’s Restated Certificate of Incorporation and Restated Bylaws to eliminate cumulative voting. Thus, the Board of Directors has recommended an amendment to the Company’s Restated Certificate of Incorporation as set forth in Appendix A and, also, its Restated and Amended Bylaws as set forth in Appendix B.

THE BOARD RECOMMENDS A VOTE “FOR” APPROVAL OF THE PROPOSED AMENDMENT AND RESTATEMENT OF THE CERTIFICATE OF INCORPORATION AND BYLAWS TO ELIMINATE CUMULATIVE VOTING

INDEPENDENT AUDITORS

     On June 1, 2004, the Company dismissed Eisner LLP (“Eisner”) as its independent registered public accounting firm. The determination to dismiss Eisner was made by the Audit Committee of the Board of Directors of the Company and was prompted by economic considerations and, also, the Company’s desire to engage a firm with a local presence. Eisner’s New York office audited the Company’s consolidated financial statements for each of the two years ended May 31, 2003, and with respect to which included in its reports a “going concern” uncertainty. These reports did not contain any adverse opinion, disclaimer of opinion, or qualification or modification as to audit scope or accounting principles. Since their retention as the Company’s independent registered public accounting firm and through June 1, 2004, there were no disagreements with Eisner on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to Eisner’s satisfaction would have caused Eisner to make reference thereto in their report on the consolidated financial statements of the Company for such years. During the period of their retention there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.

     On June 1, 2004, the Audit Committee of the Board of Directors of the Company appointed Kirkland, Russ, Murphy & Tapp P.A. (“KRMT”) to serve as its independent registered public accounting firm for the fiscal year ending May 31, 2004. In the years ended May 31, 2003 and 2002, the Company did not consult KRMT with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, or any other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K.

     KRMT performed the audit of the consolidated financial statements of the Company and its subsidiaries for the fiscal years ended May 31, 2004 and 2005. Stockholders are not being asked to vote on the selection of independent auditors for fiscal 2006, as such responsibility rests with the Audit Committee. The Company expects that a representative of KRMT will be available at the meeting, have the opportunity to make a statement if he or she so desires, and be available to respond to appropriate questions.

Audit and Related Fees

During fiscal 2005, the Company’s Audit Committee determined to continue to engage KRMT to perform the Fiscal 2005 audit and to prepare the Fiscal 2005 income tax returns. The Audit Committee approved 100% of the services described below for audit, tax and related fees.

Audit Fees. The aggregate fees billed by KRMT for professional services rendered in connection with the audit of our annual consolidated financial statements and review of the financial statements included in the Company’s quarterly reports on Form 10-Q for the fiscal years ended May 31, 2005 and 2004 were $65,700 and $54,000, respectively.

Audit-Related Fees. The aggregate fees billed by KRMT for assurance and related services related to the performance of the audit or review of the Company’s consolidated financial statements and not described above under “Audit Fees” were $43,200 in Fiscal 2005. No such fees were billed by KRMT in Fiscal 2004. Audit-related services principally include audits of certain of our subsidiaries and our 401(k) plan.

Tax Fees. During Fiscal 2005, KRMT billed $24,675 to the Company for preparing the Company’s 2004 tax returns. The Company has engaged KRMT to prepare its 2005 tax returns with expected fees for such services ranging from $23,000 to $25,000.

All Other Fees. There were no fees billed by KRMT during Fiscal 2005 or Fiscal 2004 for professional services other than the services described under “Audit-Related Fees” and “Tax Fees” above.

The Audit Committee does not believe the provision of non-audit services by the independent accountant impairs the ability of such accountant to maintain independence with regard to the Company.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

     The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services provided by the Company’s independent auditors in order to assure that the provision of such services does not impair the auditor’s independence. These services may include audit services, audit-related services, tax services and other services. Pre-approval is generally provided for up to one year and any pre-approval is detailed as to the particular service or category of services and is generally subject to a specific budget. Management is required to periodically report to the Audit Committee regarding the extent of services provided by the independent auditors in accordance with this pre-approval, and the fees for the services performed to date. During Fiscal 2005, all services were pre-approved by the Audit Committee in accordance with this policy.

ANNUAL REPORT

     The 2005 Annual Report to Stockholders, including consolidated financial statements for the fiscal year ended May 31, 2005 and the Company’s annual report on Form 10-K (without exhibits thereto), has been mailed with this Proxy Statement. The Company will provide copies of exhibits to the Annual Report on Form 10-K, but will charge a reasonable fee per page to any requesting stockholder. Stockholders may make such request in writing to the Secretary of the Company, 204 South Hoover Boulevard, Suite 200, Tampa, Florida 33609.

OTHER BUSINESS

     The Board of Directors knows of no other matters to be brought before the 2005 Annual Meeting. However, if any other business properly comes before the Annual Meeting, the persons named in the accompanying form of proxy will vote or refrain from voting thereon in accordance with their judgment pursuant to the discretionary authority given them in the proxy.

PROCEDURE FOR SUBMITTING STOCKHOLDER PROPOSALS

     All notices of proposals by stockholders, whether or not to be included in the Company’s proxy materials, should be sent to the attention of the Secretary of the Company at 204 South Hoover Boulevard, Suite 200, Tampa, Florida 33609. Any such notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the Annual Meeting (a) a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting, (b) the name and address, as they appear on the books of the Company, of the stockholder proposing such business, (c) the class and number of shares of stock of the Company which are beneficially owned by the stockholder, and (d) any material interest of the stockholder in such business. Any stockholder’s notice related to a nomination to elect an individual to serve as a director, shall set forth (a) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (i) the name, age, business address and residence address of such person, (ii) the principal occupation or employment of such person, (iii) the class and number of shares of stock of the Corporation which are beneficially owned by such person and (iv) any other information relating to such person that is required to be disclosed in solicitations of proxies for

reelection of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including without limitation such person’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected); and (b) as to the stockholder giving the notice (i) the name and address, as they appear on the books of the Corporation, of such stockholder, and (ii) the class and number of shares of stock of the Corporation which are beneficially owned by such stockholder. At the request of the Board, any person nominated by the Board for election as a director shall furnish to the Secretary of the Corporation that information required to be set forth in a stockholder’s notice of nomination, which pertains to the nominee. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by the Bylaws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded.

     Pursuant to Rule 14a-8 under the Exchange Act, stockholders may present proper proposals for inclusion in the Company’s proxy statement and for consideration at the next annual meeting of its stockholders by submitting their proposals to the Company in a timely manner. In order to be so included for the 2006 annual meeting, stockholder proposals must be received by the Company no later than May 31, 2006 and must otherwise comply with the requirements of Rule 14a-8. For any proposal that is not submitted for inclusion in next year’s proxy statement (as described in the preceding paragraph) but is instead sought to be presented directly at next year’s annual meeting, SEC rules permit management to vote proxies at its discretion, if the Company does not receive notice of the proposal before the close of business on August 7, 2006.

General

     The Board of Directors does not currently know of any other matters to be presented at the 2005 Annual Meeting. If any additional matters are properly presented, the persons named in the proxy will have discretion to vote in accordance with their own judgment on such matters.

October 5, 2005

APPENDIX A
Amendments to Restated Certificate of Incorporation

Current Text

Article Ninth

NINTH. At the 1994 Annual Meeting of Stockholders, the directors shall be divided into three (3) classes, designated as Class I, Class II and Class III. Each class shall consist, as nearly as may be possible, of one-third of the total number of directors constituting the entire Board of Directors. At the 1994 Annual Meeting of Stockholders, Class I directors shall be elected for a three-year term, Class II directors for a two-year term and Class III directors for a one-year term. At each succeeding Annual Meeting of Stockholders beginning in 1995, successors to the class of directors whose term expires at that Annual Meeting of Stockholders shall be elected for a three-year term. If the number of directors has changed, any increase or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly as equal as possible, and any additional director of any class elected to fill a vacancy resulting from an increase in such class shall hold office for a term that shall coincide with the remaining term of that class, unless otherwise required by law, but in no case shall a decrease in the number of directors for a class shorten the term of an incumbent director. Notwithstanding any other provisions of the Certificate of Incorporation or the Bylaws (and notwithstanding the fact that a lesser percentage for separate class votes for certain actions may be permitted by law, by the Certificate of Incorporation or by the Bylaws), the affirmative vote of the holders of not less than 80% of the votes entitled to be cast by the holders of all then outstanding shares of voting stock, voting together as a single class, will be required to amend or repeal any provision of the Certificate of Incorporation or the Bylaws to the extent that such action is inconsistent with the purpose of this Article Ninth; provided, however, that the provisions of this paragraph shall not apply to amendments of the Bylaws or Certificate of Incorporation that are recommended by not less than two-thirds of the members of the Board of Directors.

Amended Text if Proposal No. 2 is Approved

Article Ninth

NINTH. Beginning at the 2006 Annual Meeting of Stockholders, directors shall be elected by the stockholders entitled to vote thereon at each annual meeting of stockholders and shall hold office until the next annual meeting of stockholders or until each of their respective successors are duly elected and qualified. The term of office of each director who is in office at the time this Article Ninth becomes effective shall expire at the 2006 Annual Meeting of Stockholders.

Current Text

Article Fourth, Item 1

1. Except as otherwise provided in the resolution or resolutions of the Board of Directors adopted pursuant to paragraphs (4) and (5) of this Article FOURTH, each share of Common Stock shall entitle the holder thereof to one vote, provided that at all elections of directors of the corporation each stockholder shall be entitled to as many votes as shall equal the number of votes which (except for this provision) he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of directors to be elected, and he may cast all of such votes for a single director or may distribute them among the number to be voted for, or any two or more of them, as he may see fit.

Amended Text if Proposal No. 3 is Approved

Article Fourth, Item 1

1. Except as otherwise provided in the resolution or resolutions of the Board of Directors adopted pursuant to paragraphs (4) and (5) of this Article FOURTH, each share of Common Stock shall be entitled to one non-cumulative vote for each share of Common Stock held.

APPENDIX B

Amendments to Amended and Restated Bylaws

Current Text

Section 2.11 Stockholder Action By Written Consent Without A Meeting.

(c)

Cumulative voting shall apply to any proposed election of directors by written consent of stockholders to fill vacancies and/or newly created directorships in the Board of Directors of the Corporation, so that each stockholder shall be entitled to cast by written consent as many votes as shall equal the number of votes which (except for this provision and Article FOURTH, Section 1 of the Restated Certificate of Incorporation of the Corporation) he would be entitled to cast for the election of directors with respect to his shares of stock multiplied by the number of vacancies and/or newly created directorships in the Board of Directors to be filled, and he may cast by written consent all of such votes for a single such director or may distribute them among the number of directors to be voted for, or any two or more of them, as he may see fit. For purposes of this Section 2.11, when action relating to the election of directors is taken by stockholders by written consent, stockholders taking such action by written consent shall be referred to as having “cast vote(s)” for the election of such director(s).

Amended Text if Proposal No. 3 is Approved

Proposal No. 5: Section 2.11(c) shall be deleted in its entirety.

FOLD AND DETACH HERE AND READ THE REVERSE SIDE

PROXY – COMMON STOCK

This proxy, properly executed, will be voted as directed hereon. If no direction is made, this proxy will be voted FOR the proposals. The proxies may vote in their discretion as to other matters which may properly come before the 2005 Annual Meeting.

Please mark your votes like this: þ

1. PROPOSAL 1: Election of Directors:
Election as a director of the following:

     Class II: Nominees for a 3-year term expiring in the year 2008:

Eugene L. Froelich		o FOR		o WITHHOLD AUTHORITY
2. PROPOSAL 2: Proposal to amend the Comprehensive Care Corporation Restated Certificate of Incorporation to eliminate classification of our Board of Directors and replace it with the annual election of all directors.		o FOR		o AGAINST		o ABSTAIN
3. PROPOSAL 3: Proposal to amend the Comprehensive Care Corporation Restated Certificate of Incorporation and Restated and Amended Bylaws to eliminate the requirement to have cumulative voting.		o FOR		o AGAINST		o ABSTAIN

COMPANY ID:

PROXY NUMBER:

ACCOUNT NUMBER:

Signature				Signature (if held jointly)

Title or authority, if applicable				Date
NOTE: Please sign exactly as name appears hereon. If shares are registered in more than one name, the signatures of all persons are required. A corporation should sign in its full corporate name by a duly authorized officer, stating his or her title. Trustees, guardians, executors and administrators should sign in their official capacity, giving their title as such. If a partnership, please sign in the partnership name by an authorized person.

COMPREHENSIVE CARE CORPORATION

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE 2005 Annual Meeting OF STOCKHOLDERS ON OCTOBER 28, 2005

The undersigned hereby appoints Mary Jane Johnson, Robert J. Landis and Richard Danzig, or any one of them, proxies, with power of substitution, to vote the shares of common stock of Comprehensive Care Corporation, which the undersigned is entitled to vote at the 2005 Annual Meeting of Stockholders on October 28, 2005, and any adjournment thereof.

(Continued, and to be marked, dated, and signed, on the other side.)

Please return this proxy promptly using the enclosed envelope.
No postage required if mailed in the United States of America.

FOLD AND DETACH HERE AND READ THE REVERSE SIDE

PROXY – Series A Convertible Preferred Stockholder

This proxy, properly executed, will be voted as directed hereon. If no direction is made, this proxy will be voted FOR the proposals. The proxies may vote in their discretion as to other matters which may properly come before the 2005 Annual Meeting.

Please mark your votes like this: þ

1. PROPOSAL 1: Election of Directors:
Election as a director of the following:

     Class II: Nominees for a 3-year term expiring in the year 2008:

Eugene L. Froelich		o FOR		o WITHHOLD AUTHORITY
Robert Parker		o FOR		o WITHHOLD AUTHORITY
2. PROPOSAL 2: Proposal to amend the Comprehensive Care Corporation Restated Certificate of Incorporation to eliminate classification of our Board of Directors and replace it with the annual election of all directors.		o FOR		o AGAINST		o ABSTAIN
3. PROPOSAL 3: Proposal to amend the Comprehensive Care Corporation Restated Certificate of Incorporation and Restated and Amended Bylaws to eliminate the requirement to have cumulative voting.		o FOR		o AGAINST		o ABSTAIN

COMPANY ID:

PROXY NUMBER:

ACCOUNT NUMBER:

Signature				Signature (if held jointly)

Title or authority, if applicable				Date
NOTE: Please sign exactly as name appears hereon. If shares are registered in more than one name, the signatures of all persons are required. A corporation should sign in its full corporate name by a duly authorized officer, stating his or her title. Trustees, guardians, executors and administrators should sign in their official capacity, giving their title as such. If a partnership, please sign in the partnership name by an authorized person.

COMPREHENSIVE CARE CORPORATION

PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
FOR THE 2005 ANNUAL MEETING OF STOCKHOLDERS ON OCTOBER 28, 2005

     The undersigned hereby appoints Mary Jane Johnson, Robert J. Landis and Richard Danzig, or any one of them, proxies, with power of substitution, to vote the shares of common stock of Comprehensive Care Corporation, which the undersigned is entitled to vote at the 2005 Annual Meeting of Stockholders on October 28, 2005, and any adjournment thereof.

(Continued, and to be marked, dated, and signed, on the other side.)

Please return this proxy promptly using the enclosed envelope.
No postage required if mailed in the United States of America.