This paper examines the restructuring of the delivery system resulting from managed care. As HMOs consolidate to a few large companies in urban areas, they put great pressure on medical providers to reduce their costs and excess delivery capacity. In this environment, academic health centers face serious problems, because HMOs are reluctant to pay their higher charges, and public educational subsidies are declining. Managed care is unlikely to have the same impact on dentistry. Although managed dental care is growing, most Americans will not be enrolled, since they do not have dental insurance. Also, the supply of dentists is starting to decline, increasing the relative demand for dental services. Managed care will have only a limited direct impact on most dental schools, but a significant indirect effect. As academic health center budgets are reduced, all health professional schools can expect to contribute to solving the financial problems of University hospitals and medical schools. The response of dental academicians to these challenges will determine the future of dental education and research for the next decade. Bold new initiatives are needed to find new sources of revenue to support educational and research programs.