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We conducted case studies of four markets--Los Angeles, New York City, Portland (OR), and Tampa-St. Petersburg--to learn more about why Medicare managed care develops differently across the country even when capitation rates are similar. Our analysis highlights the importance of prior managed care history, beneficiary characteristics, supplemental coverage patterns, the form of provider organization, practice patterns, care expectations, and other market characteristics to the development of Medicare managed care. Policymakers seeking to expand Medicare managed care need to go beyond national statistics to understand how local market forces affect its growth.