This report is one in a series of 10 on state implementation of the Affordable Care Act. There is significant political opposition to the implementation of health reform in Virginia. The state has not yet indicated how it will respond to the now optional expansion of Medicaid coverage or whether it will establish an exchange. But meanwhile, the state has created a highly regarded process for debate on the exchange. The state experiences ongoing budget pressure because of the recession which is affecting state decision-making. The state could benefit from strong competition within its insurance and provider markets under reform.