The University of California, Davis, Health System (UCDHS) consists of the School of Medicine, the University Hospital, and the Medical Group, the latter composed of physicians in the hospital, its associated onsite clinics, and ten recently acquired primary care clinics located throughout the greater Sacramento area. When UCDHS acquired its network of primary care clinics in an effort to capture fully capitated health maintenance organization (HMO) contracts and referrals into specialty clinics, the situation presented an opportunity for mental health providers in several departments to come together in an effort to "carve-in" behavioral health coverage for UCDHS capitated patients. Over the past four years, that original vision has developed into a successful multidisciplinary strategy that integrates the institutional goals of education, clinical care, and fiscal responsibility. Academically based managed care programs provide a valuable opportunity for learning how to provide high-quality care within reasonable resource limits, and the UCDHS experience can contribute to the knowledge base necessary for developing such quality care (1).