Substantial State Government funding has been committed in Victoria for the enhancement of maternity services. The funding is intended to improve the quality of care for women and meet consumer expectations for choice and continuity of care in maternity services. This paper reports on a mid-term review (the 'Review') of the Victorian Maternity Services Program, which was conducted by the authors on behalf of the Victorian Department of Human Services. Documentary analysis was conducted for the review, and workshops and key informant interviews were held throughout Victoria with midwives, medical staff and Department of Human Services staff. The Review found that there had been many gains as a result of the Maternity Services Program and identified directions for further development. Issues of change and facilitators of change processes in maternity services are highlighted in this article.