The Baby-Friendly Hospital Initiative of the United Nations Children's Fund and the World Health Organization dramatically raises breastfeeding rates when implemented. To date, only 27 of the 16,000 Baby-Friendly hospitals worldwide are located in the United States. Barriers to becoming Baby-Friendly in the United States include the strength of the infant formula industry, suboptimal clinician knowledge, and the need to implement significant change throughout an institution. This paper describes how Boston Medical Center, an inner-city teaching hospital in Boston with approximately 1800 births per year, overcame numerous obstacles and, in December 1999, became the first Baby-Friendly hospital in Massachusetts.