This paper argues that the opt-in nature of the Patient Protection and Affordable Care Act's exchange provisions, which was intended to give the states regulatory flexibility, will result in a transfer of state authority to regulate health insurance to the federal government. The PPACA assigns significant regulatory authority to the exchanges. States that establish their own exchanges effectively assume this authority. But twenty-five states failed to establish an exchange by the January 2013 deadline. Because the Act mandates that the federal government establish an exchange to serve these states, the federal government, through its exchange, will inherit significant regulatory responsibilities in those states beyond those the PPACA confers directly. The paper argues that this unintended consequence of the opt-in nature of the exchange provision may portend a broader shift of regulatory authority to the federal government.