The Medicare Prescription Drug, Improvement, and Modernization Act of 2003 added an outpatient prescription drug benefit to Medicare. This benefit had been a recurring topic among lawmakers, attempted many times since Medicare was enacted in 1965. The 2003 legislation marked the most significant and expensive overhaul of Medicare since its creation. It occurred at a time of record federal budget deficits and Republican control of Congress and the White House. The major compromise that allowed this legislation to succeed concerned the total funding to be made available, the amount of privatization in the design and administration of the benefit, and the scope of the coverage. This thesis identifies and describes the primary stakeholders involved and their influences on the benefit, including political parties, Congress, the Bush Administration and interest groups, and summarizes previous attempts at similar legislation. Sources include congressional testimony, government cost estimates, legislation, journal articles, and think-tanks. The thesis analyzes the legislative process that produced the Medicare reform and identifies problems and issues resulting from it.