Managed care poses special challenges to midwives providing reproductive health care. This is owing to the sensitive nature of issues surrounding reproductive health and aspects of managed care that may impede a woman's ability to obtain continuous, confidential, and comprehensive care from the provider of her choice. Variations across payers (ie, Medicare, Medicaid, and commercial insurers) regarding covered benefits and reimbursement of midwifery services also may create obstacles. Furthermore, some physicians and managed care organizations are embracing policies that threaten the ability of midwives to function as primary health care providers for women. Despite these hurdles, midwives have the potential to remain competitive in the new marketplace. This article underscores the importance of being knowledgeable about legislation and policy issues surrounding the financing of midwifery services, quality performance measurement for HMOs as they pertain to reproductive health, and discussions regarding which clinicians should be defined as primary care providers.