Regionalization in rural Manitoba occurred in 1997. Marquette Regional Health Authority (MRHA) operates 10 acute care facilities, serving 38,000 people, in rural southwestern Manitoba. 5 of these hospitals operate with a minimal staffing complement. There have been significant difficulties in recruiting and retaining staff. The Regional Health Authority has also been in a deficit position since regionalization and is under pressure to reduce same. The Board of Directors of MRHA commissioned a review of the acute care services in 2000. A retrospective review using the Interqual-ISD (Acute Adult) tool for patient separations occurring in 2000 revealed that there was a large range of acuity amongst the different facilities.5 hospitals had acuity on admission of less than 25% and 6 hospitals had less than 150 acute admissions per year. It was shown that the needs of appropriate (acute, subacute and observational level) patients could be met by less than 40% of the current 205 acute care beds. Conversely, it was shown that 25% of inpatient days are utilized by patients awaiting Long Term Care Placement. In the year 2000, 50 additional Personal Care Home beds would have been required to meet the needs of those awaiting placement. Review of Emergency Room services and Primary Care Services are underway to complement Acute Care Utilization Review. As the population ages, discussion of alternative configuration of services are needed to best meet needs. A review of models operating within rural Canada will form part of this process.