Health coalitions are a key means by which health educators can pursue policy objectives. However, little research to date has focused on the formation, operation and maintenance of health coalitions. This paper examines the development and operation of Minnesota SAFPLAN (Statewide Association for Family Planning), a coalition of organizations and individuals that came together in 1990 to address the problem of inadequate state-subsidized family planning funds. Data were collected through 31 structured interviews with coalition member representatives and lobbyists, review of documentary data, and participant observation in coalition activities and meetings. The paper focuses on SAFPLAN's recruitment of members and division of labor. Recruitment of member organizations of SAFPLAN relied heavily on existing interpersonal and interorganizational networks. While this allowed rapid mobilization of a coalition that was an effective force in the state legislature, it left important gaps in SAFPLAN's membership and lingering questions about whom the coalition was designed to represent. A division of labor that reflected variation in members' commitment, skill, knowledge and discretionary time was developed. The SAFPLAN model merits careful consideration by health educators and others interested in affecting public policy through health coalitions.