The Patient Protection and Affordable Care Act (ACA) requires states to set-up health insurance exchanges. Once up and running, exchanges are expected to connect approximately 29 million people to coverage. Their design should help individuals and small businesses shop for and purchase health insurance, access premium and cost-sharing subsidies, and facilitate health plan competition based on price and quality. Two states established exchanges before the passage of health reform: Massachusetts in 2006 and Utah in 2008. The paper concludes that Utah and Massachusetts need not serve as “either-or” contrasts, but instead that elements from both may best serve the residents of other states.