The Healthy Howard Health Plan (HHHP) is an innovative health access plan providing healthcare and health coaching to previously uninsured adults in Howard County, Maryland. HHHP members who enrolled in HHHP between January 2009 to June 2010 are followed over time using a variety of self-reported data collection tools including a health risk assessment (HRA), the SF-12, a measure of health status, and the PAM, patient activation measure. We describe their unmet health needs, demographics, health status and behaviors at baseline and we describe changes in health-related behaviors over time. Demographic and baseline HRA results for 700 individuals who enrolled over the first 18 months reveal HHHP members generally were racially diverse (white: 37 %; African American: 23 %, and Asian: 30 %), married (50 %) females (59 %). Most (62 %) have a family income between 121 and 200 % of the federal poverty level, and were without health insurance for more than 1 year (56 %). Self-reported health and behaviors for 163 plan members who completed initial and follow up HRAs revealed increases in physical activity, fruit and vegetable consumption, and health status. Statistically significant differences were found in patient activation from baseline to follow up (44 vs 58 %, p value 0.0005). Patient demographics, health status, and health behaviors of these newly insured Americans may help policy makers and care providers prepare to meet their needs. We noted improvements in certain self-reported health behaviors and health status, suggesting participation in the Plan is associated with positive health impacts for some Plan members.