This paper used the Health Insurance Policy Simulation Model to examine the impact on insurance coverage in government, employer, and family spending in all 50 states in absence of reform. In all states employer sponsored insurance would fall, and Medicaid enrollment and the number of uninsured would increase. Employer spending would increase despite drops in coverage. Government spending for public health insurance programs and for financing of uncompensated care would increase. The results differ among states depending on the distribution of employees by firm size and wage levels, the breadth of coverage in public programs and projected population growth.