Up to now, few analytical models have studied the incentives for cooperation in quality improvements among hospitals. Only those dealing with reimbursement systems have shown that, from the point of view of individual or competing hospitals, retrospective reimbursement is more likely to encourage quality improvements than prospective financing, while the reverse holds for efficiency improvements. This paper studies the incentives to improve the quality of hospital care, in an analytical model, taking into account the possibility of cooperative agreements, price besides non-price (quality) competition and quality improvements that may simultaneously increase demand, increase or reduce costs and spill over to rival hospitals. In this setting quality improvement efforts rise with the rate of prospective reimbursement, while the impact of the rate of retrospective reimbursement is ambiguous, but likely to be negative for quality improvements that are highly cost-reducing and create large spillovers. Cooperation may lead to more or less quality improvement than non-cooperative conduct, depending on the magnitude of spillovers and the degree of product market competition, relative to the net effect of quality on profits and the share of costs that is reimbursed retrospectively. Finally, the stability of cooperative agreements, supported by grim trigger strategies, is shown to depend upon exactly the opposite interaction between these factors.