As the number of uninsured grows, and the share with employer-sponsored insurance (ESI) falls, questions arise about the future viability of our largely employer-based insurance system. Significant weaknesses exist in the system, and these are heightened for the low-income working population and their employers. A menu of policy options are available for expanding coverage, and expansions will require a combination: income and health status related subsidies; a guaranteed source for all individuals to obtain coverage; requiring at least a minimum level of insurance; requiring employers contributions; increasing enrollment and retention in existing insurance options; and cost containment strategies.