From 1994-2005, TennCare, Tennessee's innovative Medicaid managed care program, dramatically expanded coverage to around 1.3 million Tennesseans (roughly 23 percent of the state population) by employing cost savings achieved through capitation and managed care. Rising healthcare costs and a static state budget resulted in program downsizing that started in mid-2005. This cross-sectional survey sought to document the perspectives of TennCare enrollees before disenrollment about the likely impacts of changes in TennCare coverage and benefits. In February 2005, a convenience sample of 89 patients served by an internal medicine resident staffed teaching practice in Memphis, TN, participated in a survey to assess their perspectives about the potential impact of the upcoming disenrollment and benefits limitations. Ninety percent or more expressed concerns that loss of TennCare would lead to health problems, difficulty with paying for prescriptions and difficulty finding alternative health insurance. This survey suggests that before disenrollment, most people served by TennCare believed that loss of TennCare would have serious negative consequences on their health. Further studies are needed to assess the true impact of the disenrollment and benefit cuts and the effectiveness of alternative safety net services for vulnerable Tennessee citizens.