Purpose: To assess changes in various functional and satisfaction measures between older persons enrolled in Minnesota Senior Health Options (MSHO), a managed care program for older persons eligible for both Medicare and Medicaid. Design and Methods: We used two sets of matched controls for MSHO enrollees and their families and matched controls living in the community and in nursing homes: Persons in the same county who were eligible to enroll but did not enroll in MSHO and persons in other metropolitan areas where MSHO is not available. For the community sample; we used questionnaires to measure functional status (activities of daily living), pain, unmet care needs, satisfaction, and caregiver burden. Approximately 2 years after the first survey, we re-surveyed respondents who lived in the community at the time of the first survey. For the nursing home residents, we used annual assessments to calculate case mix to compare changes in functional levels over time. Results: There were few significant differences in change over time between the MSHO sample and the two control groups. Out-of-area controls showed greater increases in pain but in-area controls showed less interference from pain. Compared with out-of-area controls, MSHO clients showed greater increase in homemaker use, meals on wheels, and outpatient rehabilitation. Compared with in-area controls, they showed more use of meals on wheels and less help from family with household tasks. There were few differences in satisfaction, but the MSHO families showed significantly lower,burden than controls on five items. Implications: The analyses show only modest evidence of benefit from MSHO compared with the two control groups. The model represented by MSHO does not appear to generate substantial differences in-outcomes across function, satisfaction, and caregiver burden.