States considering a Cash and Counseling program are likely to be interested in the number and types of eligible beneficiaries it might attract, factors that could deter interested beneficiaries from participating, and possible increases it might create in the total number of beneficiaries receiving the Medicaid personal care services (PCS) or home- and community-based services (HCBS) benefit. This report assesses the appeal of the demonstration by (1) estimating the proportions of eligible beneficiaries who participated and comparing the characteristics of participants and nonparticipants; (2) describing beneficiaries’ most common reasons for agreeing or declining to participate; and (3) examining whether the demonstration affected the number who access PCS or HCBS over time (program flow). The findings show that Cash and Counseling did not attract large percentages of those known to be eligible, nor did it seem to attract many beneficiaries who were interested in the program allowance but would not use traditional PCS or HCBS. The fairly low participation levels may have resulted from challenges states faced in conducting outreach and enrollment activities, from beneficiaries' satisfaction with their existing care arrangements or disinclination to assume new responsibilities, or simply from the newness of the program.