During the past decade, an area of major policy activity among the states has been that of health care reform. As of May 1993, seven states—Florida, Hawaii, Massachusetts, Minnesota, Oregon, Vermont, and Washington—had progressed the furthest in enacting comprehensive statutes designed to expand health insurance coverage and slow the growth of health care costs. This article reviews the activities of these states to achieve health care reform and the lessons learned from those activities. The analysis focuses specifically on identifying the common problems addressed and determining the common factors that maximized states’ opportunities for success. In all, some nine lessons are identified that have relevance for other states wishing to follow a similar road to reform. Most important among these are a “window of opportunity” for policy action, having entrepreneurial leadership to push the reform agenda forward, and support from key stakeholder interests. If these conditions of opportunity, policy entrepreneurship, and stakeholder commitment are met, a state can move forward in addressing key aspects of its health care reform agenda.