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Background: Small private providers in low- and middle-income countries (LMICs) are well positioned to fill gaps in services to low-income populations using Social Health Insurance (SHI) schemes. However, we know little about the practical challenges both private providers and patients face in the context of SHI that may ultimately limit access to quality services for low-income populations. In this paper, we pull together data collected from private providers, patients, and SHI officials in Kenya and Ghana to answer the question: does participation in an SHI scheme affect private providers' ability to serve poorer patient populations with quality health services? Methods: In-depth interviews were held with 204 providers over three rounds of data collection (2013, 2015, 2017) in Kenya and Ghana. We also conducted client exit interviews in 2013 and 2017 for a total of 106 patient interviews. Ten focus group discussions (FGDs) were conducted in Kenya and Ghana respectively in 2013 for a total of 171 FGD participants. A total of 13 in-depth interviews also were conducted with officials from the Ghana National Health Insurance Agency (NHIA) and the Kenya National Hospital Insurance Fund (NHIF) across four rounds of data collection (2013, 2014, 2016, 2017). Provider interviews covered reasons for (non) enrollment in the health insurance system, experiences with the accreditation process, and benefits and challenges with the system. Client exit interviews covered provider choice, clinic experience, and SHI experience. FGDs covered the local healthcare landscape. Interviews with SHI officials covered officials' experiences working with private providers, and the opportunities and challenges they faced both accrediting providers and enrolling members. Transcripts were coded in Atlas.ti using an open coding approach and analyzed thematically. Results: Private providers and patients agreed that SHI schemes are beneficial for reducing out-of-pocket costs to patients and many providers felt they had to become SHI-accredited in order to keep their facilities open. The SHI officials in both countries corroborated these sentiments. However, due to misunderstanding of the system providers tended to charge clients for services they felt were above and beyond reimbursable expenses. Services were sometimes limited as well. Significant delays in SHI reimbursement in Ghana exacerbated these problems and compromised providers' abilities to cover basic expenses without charging patients. While patients recognized the potential benefits of SHI coverage and many sought it out, a number of patients reported allowing their enrollment to lapse for cost reasons or because they felt the coverage was useless when they were still asked to pay for services out-of-pocket at the health facility. Conclusions: Our data point to several major barriers to SHI access and effectiveness for low-income populations in Ghana and in Kenya, in addition to opportunities to better engage private providers to serve these populations. We recommend using fee-for-service payments based on Diagnosis Related Group rather than a capitation payment system, as well as building more monitoring and accountability mechanisms into the SHI systems in order to reduce requests for informal out-of-pocket payments from patients while also ensuring quality of care. However, particularly in Ghana, these reforms should be accompanied by financial reform within the SHI system so that small private providers can be adequately funded through government financing. [ABSTRACT FROM AUTHOR]