Purpose: In this study an attempt is made to understand how a Medicaid-only managed long-term-care (MMLTC) plan for elders differs from the Program of All-Inclusive Care for the Elderly (PACE), a fully integrated model, in terms of structure, operations, patient population, and service utilization. Design and Methods: With the use of information from the Outcome and Assessment Information Set and administrative data from a MMLTC plan in New York City, enrollees were compared at the start of care and their first-year service utilization with PACE, using the PACE national data set. Results: The plans differ in the range of services covered and in the larger number of members served by the MMLTC plan. The served populations differ in their sociodemographic profiles and have levels of functional need that are high, but they also differ in their relative severity of dependency in activities of daily living and instrumental activities of daily living. During the first year of enrollment, the utilization of traditional home- and community-based services was higher in PACE than in the MMLTC plan, although MMLTC plan members received much more care in the home. Total hospital utilization was lower in PACE, but nursing home utilization was higher. Implications: MMLTC is a feasible option for serving a population whose level of impairment is similar to that of PACE. Whereas PACE's reliance on adult day centers is seemingly associated with a stronger medical focus and lower hospital use, the MMLTC plan's emphasis on home-based personal care seems to be linked with lower nursing home use.