This article examines some of the critical facts confronting prison managers, including rapidly increasing populations and the need for expanded prison capacity, a relatively fixed length of term served by exiting inmates but an increased probability of being sentenced to prison following conviction, and increasing numbers of drug and violent offenders. The resulting challenges for prison managers include questions regarding excessive reliance on imprisonment as punishment, racial disparity, the appropriateness of the inmates for whom imprisonment is imposed, problems of crowding and program access, the effectiveness of imprisonment, and the cost of imprisonment. Complicating the management task is the need to grapple with emerging health care problems such as HIV and tuberculosis, the need to rapidly recrut it and train staff, and planning for the effects of a dynamic legislative environment with the passage of new laws such as "three strikes and you're out" and the elimination of traditional behavioral incentives such as earned "good time."