This study of health care in Chicago and its suburbs deals with a dilemma faced by many university hospitals located in our nation's metropolitan areas. Because of a massive displacement of population from the city to its suburban ring, some of the major medical centers in Chicago's inner zone have experienced a leveling-off of inpatient admissions. In contrast, outer zone and suburban community hospitals are in need of referral sources with specialized personnel and equipment to accommodate growing admissions. This imbalance would be corrected in a regional network based on an exchange of clients and services. A case study of the University of Chicago Medical Center highlights the tensions, strains, and resistances which inhibit the development of such a system and thus raises questions about the role of the research and teaching hospital in regional health care planning.