The paper examines how insurance coverage and access to care for the middle class changed between 1999 and 2002, contrasting their experience with that of lower- and higher-income Americans. The authors found that the lowest income population (those below 200 percent of the federal poverty level) was the hardest hit by the economic decline. Low-income adults were particularly adversely affected because the decline in ESI was only slightly offset by the increase in Medicaid and state program coverage. Lower-middle-income adults (200 to 400 percent of the federal poverty level) fared better than low-income adults. Increases in Medicaid and private nongroup coverage offset the declines in employer coverage, and there was no significant increase in the uninsurance rate for lower-middle-income adults. Similar results occurred for lower-middle-income children. Among lower-middle-income adults the number reporting unmet need for care increased significantly, primarily because of unmet need for prescription drugs.