As healthier beneficiaries leave the Medicaid program and less healthy adults continue to receive coverage, Medicaid may be left with a sicker group of individuals remaining in the program. A sicker Medicaid caseload may require states to increase their per-enrollee expenditures, including the capitation rates paid to managed care organizations, to maintain current levels of access and quality. Data from the 1997 National Survey of America's Families (NSAF) is used to examine the differences in health status and use of health care services between those who left Medicaid upon leaving welfare and those who remain on welfare or Medicaid. The report also compares new welfare recipients and those returning to the welfare rolls to long-term recipients. While adults entering welfare for the first time were generally healthier than long-term recipients, many of them were pregnant women who required expensive, in-patient services. Adults returning to welfare were less healthy and more costly to treat than long-term welfare recipients.