Tennessee's TennCare program, established in 1994, uses a managed care system to address the problem of escalating Medicaid costs while expanding coverage to the chronically uninsured. This paper examined TennCare based on results of survey research commissioned by the state and conducted by the authors. Findings indicated that respondents formerly on Medicaid who had previously indicated a preference for Medicaid were now much more likely to prefer TennCare and were now as satisfied with TennCare as they had been with Medicaid in 1993. TennCare has had some impact on health care behavior, with fewer recipients seeking care at a hospital and more seeking care at a doctor's office or a clinic. At this point, Tennessee's experience with TennCare seems to be successful. Tennessee has been able to fund a fairly significant increase in coverage of the uninsured population while staying within the projected cost parameters of the Medicaid system.