In 2002, Utah became the first state to reduce benefits and increase cost sharing for existing Medicaid beneficiaries, to finance a primary care benefit expansion for previously ineligible, low-income adults. Through a 2004 survey of beneficiaries, we found that expansion enrollees were predominantly poor and that most suffered from chronic conditions or disabilities, or both. Parents whose coverage was reduced to finance the expansion were extremely poor, were in poor health, and faced major financial challenges. Findings suggest that a coverage expansion approach that relies on savings from reducing coverage for current beneficiaries and solely covers primary care has important limitations.