By the 1990s most Medicaid programs used managed care, and by 2003 some 60 percent of Medicaid beneficiaries were in managed care programs, largely HMOs. This chapter describes the evolution of a Robert Wood Johnson Foundation initiative, the Medicaid Managed Care Program (MMCP), which aims to reduce costs and improve the quality of care delivered in Medicaid managed care programs. MMCP initially focused on grantmaking aimed at improving services to the chronically ill and disabled. Later the program was restructured to address three core audiences: governments, health plans and consumers. The newer approach aims at helping states improve purchasing practices, empowering consumers to navigate the Medicaid system and supporting quality improvements in clinical and administrative practices. Evaluation of the program has shown good results in regard to states and health plans, but less impact on consumers. The MMCP could improve in the areas of connecting with newly appointed state officials and Medicaid directors, creating measurement tools, and investing in strengthening consumer groups, according to the authors. Overall, the authors view the outside support given by MMCP positively, however, and find MMCP's integration of technical assistance and grantmaking particularly effective. As Medicaid is increasingly positioned as a state responsibility, they note, philanthropic foundations may fill a key gap in technical assistance.