Sec Form 4 Filing - Katzman Jerry @ COMPREHENSIVE CARE CORP - 2009-06-16

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Katzman Jerry 2. Issuer Name and Ticker or Trading Symbol COMPREHENSIVE CARE CORP [ CHCR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP Strategic Development (Last) (First) (Middle) 3405 W. DR. MARTIN LUTHER KING, JR BLVD, SUITE 101 3. Date of Earliest Transaction (MM/DD/YY) 06/16/2009 (Street) TAMPA, FL33607 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Warrant to purchase Series D Preferred Stock $ 25,000 ( 1 ) 06/16/2009 G 100 05/13/2009 05/13/2012( 1 ) Series D Preferred ( 2 ) 100 $ 25,000 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Katzman Jerry 3405 W. DR. MARTIN LUTHER KING, JR BLVD SUITE 101 TAMPA, FL33607 X EVP Strategic Development Signatures /s/ Scott Bates as attorney-in-fact for Jerry Katzman 06/30/2009 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The per share exercise price is $25,000. The warrant expires May 13, 2012 and is exercisable at any time at the option of the holder. ( 2 )Each share of Series D Preferred Stock is convertible in whole or in part, at the option of the holder at any time after the date of issuance and without the payment of any additional consideration, into 100,000 shares of fully paid and non-assessable shares of Common Stock. This conversion feature has no expiration date. A holder of a share of Series D Convertible Preferred Stock ("Series D Stock") is entitled to notice of any stockholders' meetings and to vote on any matters on which the Common Stock may be voted. In accordance with the terms of the Series D Stock, each share is entitled to the number of votes that the holder of 500,000 shares of Common Stock would be entitled.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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