Phase 1 of the CDC’s Smallpox Vaccination Program has foundered because of a lack of volunteers. However, despite the enrollment of fewer than 10% of the projected number of hospital employees in Phase 1, and recent recommendations of two advisory groups, CDC and DHHS officials recently announced plans to expand this vaccination program. During Phase 2 of the Smallpox Vaccination Program, an additional 10 million health care and emergency workers are scheduled to receive vaccination. This paper reviews reasons why state health departments and hospitals rejected participation in Phase 1. It urges the federal government to take account of these problems before proceeding to Phase 2 and argues that the flaws in this program not only threaten bioterrorism preparedness efforts but, more importantly, might endanger trust in public health initiatives.