Frail elderly veterans aged 55 and older who met state nursing home admission criteria were enrolled in one of three models of all-inclusive long-term care (AIC) at three Veterans Affairs (VA) medical centers (n=386). The models included: VA as sole care provider, VA-community partnership with a Program of All-inclusive Care for the Elderly (PACE), and VA as care manager with care provided by PACE. Healthcare use was monitored for 6 months before and 6 to 36 months after enrollment using VA, DataPACE, and Medicare files. Hospital and outpatient care did not differ before and after AIC enrollment. Only 53% of VA sole-provider patients used adult day health care (ADHC), whereas all other patients used ADHC. Nursing home days increased, but permanent institutionalization was low. Thirty percent of participants died; of those still enrolled in AIC, 92% remained in the community. VA successfully implemented three variations of AIC and was able to keep frail elderly veterans in the community. Further research on providing variations of AIC in general is warranted.