Under the Medicaid Demonstration Project for Los Angeles, Los Angeles County agreed to fundamentally restructure its Department of Health Services (LACDHS) and its approach to delivering indigent care in return for federal funds. LACDHS attempted to reduce its traditional emphasis on emergency room and inpatient care by building an integrated system of communitybased primary, specialty, and preventive care. As part of the Centers for Medicare and Medicaid Services (CMS) evaluation of this waiver, the Urban Institute conducted site visits in 1997 and 2001. This report is based on findings from both of these site visits.