OBJECTIVES: Heart failure (HF) accounts for an excess hospitalization burden in the United States, and consumption of health care costs.  An aging population, economic pressures with loss of regular insurance, and increasing co-morbidity beckon a contemporary analysis of outcomes within a nested Medicaid population.  METHODS: Medical/prescription/enrollment records from the Maryland State Medicaid Managed Care Organization/Fee-for-service populations were used to follow 18-64 year olds with a diagnosis of HF between 7-1-05 and 6-30-10 for > 6 months.  Cox-proportional hazard models assessed the impact of COPD, CVD, stroke, and renal dysfunction on hospitalization risk post-HF, adjusting for demographics, disease modifying therapies for HF (ACE inhibitors, ARB, β-Blockers, aldosterone antagonists, other CV drugs), and whether diagnosis coincided with first hospitalization.  RESULTS: Of 13,192 HF patients, 71% were 45-64 years old, 44% men, 60% African-American, 26% with first HF diagnosis at first hospitalization. Patients with renal dysfunction were more likely (HR=1.12, p<0.001) while patients with COPD (HR=0.85, p<0.001) or stroke (HR=0.64, p<0.001) less likely to be hospitalized for HF. There was a lower hospitalization risk among patients who received ACE inhibitors (HR=0.72, p<0.001), ARB (HR=0.75, p<0.001), β-Blockers (HR=0.81, p<0.001), or other CV medications (HR=0.75, p<0.001). Patients diagnosed with HF at first hospitalization were 2.33 times more likely to be re-hospitalized (p<.001) and risk also increased with age.  African-Americans were more likely, than Caucasians (HR=1.28, p<0.001), other races less likely (HR=0.60, p=0.004), and men (HR=1.13) more likely to be hospitalized.   CONCLUSIONS: Renal dysfunction concurrent with HF increased the likelihood of hospitalization, as did age, male gender and African-American race. Understandably, HF patients on disease-modifying therapies, but surprisingly those also diagnosed with COPD or stroke, were less likely to be hospitalized. These findings deserve consideration as disease management systems are developed in an era of health care transformation.