The definition of the term "quality" continues to be centered on health care providers and not the health of the community. The shift to managed care financing provides a unique opportunity to raise the importance of health outcomes as the true mark of quality in managed care. A widespread fear that managed care organizations are too ready to reduce quality for increased profits has lead to a current national backlash against managed care. Instead of only viewing health plan members as recipients of medical services, health plans should also view members as a population group with subpopulations within them, needing both medical and nonmedical services to improve their health. We introduce the Outcomes Improvement System, an outcomes-driven method for managed care plans and other health systems that incorporates both medical care and population-based health services in a managed care setting.