When Western counties seek to reform welfare so that recipients have to work in return for aid, this poses implementation as well as policy problems. This study of work requirements in Wisconsin illustrates the challenges. It also confirms success of a top-down model of implementation. Wisconsin's welfare work programs had little impact on dependency through the mid 1980s because work was not a priority and work programs were underdeveloped. From 1985-6, however, the state increased funding and built up the employment bureaucracy. It required that more recipients participate in work programs, enter jobs rather than education, and avoid welfare if possible. It attuned the bureaucracy to its goals through funding incentives. These measures along with strong economic conditions then drove the welfare rolls down, with largely good effects. Wisconsin's achievement rested on its good-government traditions. Not all regimes have the same capacity.