For many decades the practice of radiology grew slowly in America and was largely a secondary function under the control of hospitals. In more recent times it has vastly expanded its array of diagnostic, interventional, and therapeutic abilities. There is increasing consumer logic for direct access. Motivations have grown to create large independent entities with broadly diverse capabilities in order to succeed in the new millennium. Most regional markets are evolving rapidly in terms of managed care penetration, health system formation, physician practice consolidation and aggressive purchaser behavior by employers and consumers. To understand the enormity of healthcare evolution, it is useful to look at the industry's paradigm shifts in recent decades. Virtually every aspect of organizational infrastructure, delivery approaches, and the business environment has evolved markedly during the past fifty years. These changes will accelerate. To succeed financially, radiology groups must strengthen their market positions, technical capabilities, continuums of care and geographic dominance. Equally important is the wisdom of diversifying incomes into related services and businesses that provide additional related revenues. Key factors for successful development include facility market growth, full coverage of managed care contracts, high efficiency and aggressive diversification. A fully evolved system generates significant revenues and profitability by protecting and strengthening its financial position in this environment. That is accomplished through the development of strategically located radiology groups, aggressive alliances with medical practices in allied disciplines, and managed radiology departments and facilities for partner health systems. Organizational success ultimately depends on the ability to accept capitated payments under risk-bearing arrangements. The strategic business plan should be organized with the appropriate levels of detail needed to establish executive focus and priorities. These should be woven into operational and capital budgets to reflect expectations of the revenues, expenses and investments tied to the plan. While formidable, all of these objectives are realistic and can be accomplished if the right decisions are made. Initially, the entity's principle business objective is to formulate and begin implementation of methodical yet aggressive strategies for growth that are sensitive to sustaining high levels of quality patient care. The next phase features mergers with large, independent radiology practices in key geographic areas and successful acquisition of smaller practices. The objective of the final phase is to aggressively expand into select metropolitan areas with regional coverage and full teleradiology capabilities. High levels of market strength and financial performance are necessary to succeed. Passive limitations to small geographic areas and narrow practices will undermine their market position and dissolve financial strength with no hope of recovery. Only the dominant systems will survive and prosper.