United States

Securities and Exchange Commission

Washington, D.C. 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

June 4, 2008

Prospect Medical Holdings, Inc.

(Exact name of Registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)
1-32203		33-0564370
(Commission File Number)		(IRS Employer Identification No.)

10780 Santa Monica Blvd., Suite 400 Los Angeles, California		90025
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (310) 943-4500

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

Item 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Effective June 4, 2008, Michael Terner resigned as our Executive Vice President and as a director for four of our subsidiaries, including Prospect Medical Systems, Inc., Sierra Medical Management, Inc., Prospect Hospital Advisory Services, Inc., and Pinnacle Health Resources.

(e) In connection with Mr. Terner’s resignation, we entered into a severance and release agreement dated June 4, 2008, pursuant to which we agreed to pay Mr. Terner a monthly severance payment of $15,000 for a period of three months.

SIGNATURES

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

	PROSPECT MEDICAL HOLDINGS, INC.


	By:	/s/ MIKE HEATHER
		Mike Heather
		Chief Financial Officer

Dated: June 6, 2008