What are the barriers that impede and prevent those over age 65 from considering a health maintenance organization (HMO) as an alternative to traditional Medicare-supplementary insurance? In an attempt to answer this question, structured interviews were conducted with 260 elderly people. The barriers examined include knowledge deficits lack of exposure to information, general resistance to change, the difficulties of integrating the 'new' with old insurance patterns, and value stances that may limit the adoption of HMOs by some elderly. Also discussed are educational strategies that may enhance the possibility of the elderly's consideration of the HMO as a viable option.