Objective. To use changes in Medicaid health maintenance organization (HMO) penetration across markets over time to test for effects on the extent of Medicaid participation among physicians and to test for differences in the effects of increased use of commercial versus Medicaid-dominant plans within the market. Data Sources/Study Setting. The nationally representative Community Tracking Study's Physician Survey for three periods (1996-1997, 1998-1999, and 2000-2001) on 29,866 physicians combined with Centers for Medicare and Medicaid Services (CMS) and InterStudy data. Study Design. Market-level estimates of Medicaid HMO penetration are used to test for (1) any participation in Medicaid and (2) the degree to which physicians have an ''open'' (i.e., nonlimited) practice accepting new Medicaid patients. Models account for physician, firm, and local characteristics, Medicaid relative payment levels adjusted for geographic variation in practice costs, and market-level fixed effects. Principal Findings. There is a positive effect of increases in commercial Medicaid HMO penetration on the odds of accepting new Medicaid patients among all physicians, and in particular, among office-based physicians. In contrast, there is no effect, positive or negative, from expanding the penetration of Medicaid-dominant HMO plans within the market. Increases in cost-adjusted Medicaid fees, relative to Medicare levels, were associated with increases in the odds of participation and of physicians having an ''open'' Medicaid practice. Provider characteristics that consistently lower participation among all physicians include being older, board certified, a U.S. graduate and a solo practitioner. Conclusions. The effects of Medicaid HMO penetration on physician participation vary by the type of plan. If states are able to attract and retain commercial plans, participation by office-based physicians is likely to increase in a way that opens existing practices to more new Medicaid patients. Other policy variables that affect participation include the presence of a federally qualified health center (FQHC) Early research on Medicaid managed care found that shifts in the type and site of care (e.g., lower specialty care and emergency room [ER] use) occurred but found little evidence of increased physician visits, preventive care or changes in hospitalizations; cost savings appeared minimal but enrollees reported no worse satisfaction or quality (Hurley et al. 1993; Kaiser Commission 1995). More recent research continues to find mixed results for utilization and access. Duggan (2004) found increased state spending and no corresponding improvement in infant health outcomes when welfare-related enrollees were mandated to enroll in Medicaid HMOs.One goal of Medicaid managed care was to ''mainstream'' Medicaid enrollees into private physician practices. While Medicaid managed care did appear to improve some aspects of access in some geographic areas, less is known about how it changed the participation of office-based physicians or how local ma...