Section 514(a) of ERISA provides that this federal statute shall supersede any and all State laws insofar as they...relate to any employee benefit plan... The federal courts have construed this language to mean that state law may not provide a remedy for a wrongful denial of treatment by a managed care organization that administers a plan subject to ERISA, unless the denial can be characterized as medical malpractice. Although recent Supreme Court decisions have begun to narrow the breadth of ERISA preemption, the wrongful denial cases are unlikely to be reversed. At the same time, the remedies provided by ERISA itself for wrongful denials of treatment are very limited. This preemption has been vigorously attacked both on grounds of failure to deter wrong decisions made simply to save the MCO money, and also on grounds of unfairness. The need for national uniformity that led to the broad language of section 514(a) is not enough to justify the unfairness of denying patients and their families a meaningful remedy. The Congress has enacted several provisions to seek to remedy perceived unfairness in MCO practices, such as a statute entitling the mothers of newborn infants to a minimum hospital stay of two days. The Congress has not, however, been willing to make substantial changes in section 514(a), or to enact broader reforms. Bills submitted in recent sessions, however, indicate that there may be a chance for such legislation. This essay proposes that the reforming statute should have at least four components. It should: * Provide for prompt review of treatment denial decisions, through arbitration-like mechanisms that are made available with a minimum of procedural obstacles such as requirements that all requests be in writing; * Extend the regulatory power saved to the states by section 514(b)(2)(A) of ERISA so that the states can apply the same regulations to managed care organizations that they apply to insurers; * Restrict abuse of the deemer clause, section 514(b)(2)(B), by treating as truly self-funded only those health plans that do not use stop-loss insurance with low thresholds; * Appoint a commission to review on a comprehensive basis whether there should be increased federal regulation of the health care industry, rather than doing so on a piecemeal basis as in the recent past.