Rural residents experience significant disparities in health status and access to care. These disparities and access barriers are particularly prevalent in rural communities in the South. The Southern Rural Access Program, a national program of the Robert Wood Johnson Foundation, was designed as a long-term effort to improve access to basic health care in 8 of the most underserved states in the country. The program was launched in 1998 with 3 goals: (1) to increase the supply of providers in underserved areas, (2) to strengthen the health care infrastructure, and (3) to build capacity at the state and community level to solve problems. The first 3-year phase of the program made $13.8 million available to communities in the 8 target states, and a January 2002 reauthorization of the program will make an additional $18.9 million available in the next 4 years. This article will provide an overview of the Southern Rural Access Program, focusing on the development and evolution of the program during its first 3-year phase. The article will also highlight some of the refinements that the foundation has made during the 2002-2006 second phase of the program.