The managed care industry is at a crossroads. Belief in the ability of market forces alone to create an environment fostering quality health care at lower cost is eroding. Regulators across the country are confronted with a growing consumer backlash against managed care. As a result, states have passed managed care reform legislation at unprecedented rates. In doing so, states are confronted with a patchwork of federal intervention and preemption. We examine the stages of these recent state and federal developments and evaluate them in terms of the traditional objectives of a reasonably functioning health care system: quality care, access, and cost containment.