This article chronicles the slow but steady emergence of countervailing power in the hospital industry since mid-century. The transformation of American health care policymaking reflects the federal government's growing fiscal obligations as the single largest purchaser of health care. As John Kenneth Galbraith [1956,113] notes, "Power on one side of a market creates both the need for, and the prospect of reward to, the exercise of countervailing power from the other side." The federal government's effort to exercise countervailing power over health care providers shows no sign of abating in the future, for Medicare and Medicaid costs threaten the stability of the balanced budget agreement negotiated by the Clinton administration and the Republican leadership of the 105th Congress.