FREW, on behalf of her daughter, FREW, et al. v. HAWKINS, COMMISSIONER, TEXAS HEALTH AND HUMAN SERVICES COMMISSION, et al.

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Syllabus
FREW, on behalf of her daughter, FREW, et al. v.
HAWKINS, COMMISSIONER, TEXAS HEALTH AND
HUMAN SERVICES COMMISSION, et al.
certiorari to the united states court of appeals for
the fifth circuit
No. 02–628. Argued October 7, 2003—Decided January 14, 2004
As a participant in the Medicaid program, Texas must meet certain federal
requirements, including that it have an Early and Periodic Screening,
Diagnosis, and Treatment (EPSDT) program for children. The peti-
tioners, mothers of children eligible for EPSDT services in Texas,
sought injunctive relief against state agencies and various state officials,
claiming that the Texas program did not meet federal requirements.
The claims against the state agencies were dismissed on Eleventh
Amendment grounds, but the state officials remained in the suit and
entered into a consent decree approved by the Federal District Court.
In contrast with the federal statute’s brief and general mandate, the
decree required state officials to implement many specific proposals.
Two years later, when the petitioners filed an enforcement action, the
District Court rejected the state officials’ argument that the Eleventh
Amendment rendered the decree unenforceable, found violations of the
decree, and directed the parties to submit proposals outlining possible
remedies. On interlocutory appeal, the Fifth Circuit reversed, holding
that the Eleventh Amendment prevented enforcement of the decree be-
cause the violations of the decree did not also constitute violations of
the Medicaid Act.
Held: Enforcement of the consent decree does not violate the Eleventh
Amendment. Pp. 436–442.
(a) This case involves the intersection of two areas of federal law: the
Eleventh Amendment and the rules governing consent decrees. The
state officials argue that a federal court should not enforce a consent
decree arising under Ex parte Young, 209 U. S. 123, unless it first identi-
fies, at the enforcement stage, a violation of federal law such as the
EPSDT statute itself. This Court disagrees. The decree here is a
federal-court order that springs from a federal dispute and furthers the
objectives of federal law. Firefighters v. Cleveland, 478 U. S. 501, 525.
The petitioners’ enforcement motion sought a remedy consistent with
Ex parte Young and Firefighters and accepted by the state officials
when they asked the court to approve the consent decree. Pennhurst
State School and Hospital v. Halderman, 465 U. S. 89, in which this

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432 FREW v. HAWKINS
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Court found Ex parte Young’s rationale inapplicable to suits brought
against state officials alleging state-law violations, is distinguishable
from this case, which involves a federal decree entered to implement a
federal statute. Enforcing the decree vindicates an agreement that the
state officials reached to comply with federal law. Federal courts are
not reduced to approving consent decrees and hoping for compliance.
Once entered, that decree may be enforced. See Hutto v. Finney, 437
U. S. 678. Pp. 436–440.
(b) The state officials and amici state attorneys general express legit-
imate concerns that enforcement of consent decrees can undermine sov-
ereign interests and accountability of state governments. However,
when a consent decree is entered under Ex parte Young, the response
to their concerns has its source not in the Eleventh Amendment but in
the court’s equitable powers and in the direction given by Federal Rule
of Civil Procedure 60(b)(5), which encompasses an equity court’s tradi-
tional power to modify its decree in light of changed circumstances.
See, e. g., Rufo v. Inmates of Suffolk County Jail, 502 U. S. 367. If a
detailed order is required to ensure compliance with a decree for pro-
spective relief that in effect mandates the State to administer a signifi-
cant federal program, federalism principles require that state officials
with front-line responsibility for the program be given latitude and sub-
stantial discretion. The federal court must ensure that when the de-
cree’s objects have been attained, responsibility for discharging the
State’s obligations is returned promptly to the State and its officials.
The basic obligations of federal law may remain the same, but the pre-
cise manner of their discharge may not. If the State establishes reason
to modify the decree, the court should make the necessary changes;
otherwise, the decree should be enforced according to its terms.
Pp. 441–442.
300 F. 3d 530, reversed and remanded.
Kennedy, J., delivered the opinion for a unanimous Court.
Susan Finkelstein Zinn argued the cause for petitioners.
With her on the briefs were Edward B. Cloutman III and
Jane Kathryn Swanson.
Irving L. Gornstein argued the cause for the United
States as amicus curiae urging reversal. With him on the
brief were Solicitor General Olson, Assistant Attorney Gen-
eral McCallum, Deputy Solicitor General Kneedler, Mark
B. Stern, and Alisa B. Klein.

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Opinion of the Court
Rafael Edward Cruz, Solicitor General of Texas, argued
the cause for respondents. With him on the briefs were
Greg Abbott, Attorney General, Barry R. McBee, First As-
sistant Attorney General, Jeffrey S. Boyd, Deputy Attor-
ney General, and Melanie P. Sarwal, Assistant Solicitor
General.*
Justice Kennedy delivered the opinion of the Court.
In this case we consider whether the Eleventh Amend-
ment bars enforcement of a federal consent decree entered
into by state officials.
I
Medicaid is a cooperative federal-state program that pro-
vides federal funding for state medical services to the poor.
See Wilder v. Virginia Hospital Assn., 496 U. S. 498, 502
(1990). State participation is voluntary; but once a State
elects to join the program, it must administer a state plan
that meets federal requirements. One requirement is that
every participating State must have an Early and Periodic
Screening, Diagnosis, and Treatment (EPSDT) program.
See 79 Stat. 343, as amended, 42 U. S. C. §§ 1396a(a)(43),
1396d(r). EPSDT programs provide health care services to
*David T. Goldberg filed a brief for AARP et al. as amici curiae urg-
ing reversal.
Briefs of amici curiae urging affirmance were filed for the State of
Utah et al. by Mark L. Shurtleff, Attorney General of Utah, and Alain
C. Balmanno and Joni J. Jones, Assistant Attorneys General, and by the
Attorneys General for their respective States as follows: Ken Salazar of
Colorado, M. Jane Brady of Delaware, Mark J. Bennett of Hawaii, Law-
rence Wasden of Idaho, Richard P. Ieyoub of Louisiana, J. Joseph Curran,
Jr., of Maryland, Michael A. Cox of Michigan, Mike Moore of Mississippi,
Brian Sandoval of Nevada, Peter W. Heed of New Hampshire, Wayne
Stenehjem of North Dakota, W. A. Drew Edmondson of Oklahoma,
D. Michael Fisher of Pennsylvania, Lawrence E. Long of South Dakota,
Jerry Kilgore of Virginia, William H. Sorrell of Vermont, Peg Lauten-
schlager of Wisconsin, and Pat Crank of Wyoming; and for the National
Conference of State Legislatures et al. by Richard Ruda and James
I. Crowley.

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children to reduce lifelong vulnerability to illness or disease.
The EPSDT provisions of the Medicaid statute require par-
ticipating States to provide various medical services to eligi-
ble children, and to provide notice of the services. See ibid.
Petitioners here are mothers of children eligible for
EPSDT services in Texas. In 1993 they filed a civil action
pursuant to Rev. Stat. § 1979, 42 U. S. C. § 1983, seeking in-
junctive relief against the Texas Department of Health and
the Texas Health and Human Services Commission, as well
as various officials at these agencies charged with imple-
menting the Texas EPSDT program. The named officials
included the commissioners of the two agencies, the Texas
State Medicaid Director, and certain employees at the Texas
Department of Health. The individuals were sued in their
official capacities and were represented throughout the liti-
gation by the office of the Texas attorney general.
Petitioners alleged that the Texas program did not satisfy
the requirements of federal law. They asserted that the
Texas program did not ensure eligible children would receive
health, dental, vision, and hearing screens; failed to meet an-
nual participation goals; and gave eligible recipients inade-
quate notice of available services. Petitioners also claimed
the program lacked proper case management and corrective
procedures and did not provide uniform services through-
out Texas.
After the suit was filed, the two Texas state agencies
named in the suit moved to dismiss the claims against them
on Eleventh Amendment grounds. Petitioners did not ob-
ject, and in 1994 the District Court dismissed the state agen-
cies as parties. The state officials remained in the suit, and
the District Court certified a class consisting of children in
Texas entitled to EPSDT services, a class of more than
1 million persons. Following extensive settlement negotia-
tions, petitioners and the state officials agreed to resolve
the suit by entering into a consent decree. The District

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Court conducted a fairness hearing, approved the consent
decree, and entered it in 1996.
Judicial enforcement of the 1996 consent decree is the
subject of the present dispute. The decree is a detailed
document about 80 pages long that orders a comprehensive
plan for implementing the federal statute. In contrast with
the brief and general mandate in the statute itself, the con-
sent decree requires the state officials to implement many
specific procedures. An example illustrates the nature of
the difference. The EPSDT statute requires States to “pro-
vid[e] or arrang[e] for the provision of . . . screening serv-
ices in all cases where they are requested,” and also to ar-
range for “corrective treatment” in such cases. 42 U. S. C.
§§ 1396a(a)(43)(B), (C). The consent decree implements the
provision in part by directing the Texas Department of
Health to staff and maintain toll-free telephone numbers for
eligible recipients who seek assistance in scheduling and ar-
ranging appointments. Consent Decree ¶¶ 241–242, Lodg-
ing of Petitioners 63–64. According to the decree, the advi-
sors at the toll-free numbers must furnish the name, address,
and telephone numbers of one or more health care providers
in the appropriate specialty in a convenient location, and
they also must assist with transportation arrangements to
and from appointments. Id., ¶¶ 243–245, Lodging of Peti-
tioners 64. The advisers must inform recipients enrolled in
managed care health plans that they are free to choose a
primary care physician upon enrollment. Id., ¶ 244, Lodg-
ing of Petitioners 64.
Two years after the consent decree was entered, peti-
tioners filed a motion to enforce it in the District Court.
The state officials, it was alleged, had not complied with the
decree in various respects. The officials denied the allega-
tions and maintained that the Eleventh Amendment ren-
dered the decree unenforceable even if they were in noncom-
pliance. After an evidentiary hearing, the District Court
issued a detailed opinion concluding that certain provisions

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of the consent decree had been violated. Frew v. Gilbert,
109 F. Supp. 2d 579 (ED Tex. 2000). The District Court re-
jected the Eleventh Amendment argument, id., at 660–678,
and directed the parties to submit proposals outlining possi-
ble remedies for the violations.
The state officials filed an interlocutory appeal, and the
Court of Appeals for the Fifth Circuit reversed. The Court
of Appeals held that the Eleventh Amendment prevented en-
forcement of the decree unless the violation of the consent
decree was also a statutory violation of the Medicaid Act
that imposed a clear and binding obligation on the State.
Frazar v. Gilbert, 300 F. 3d 530, 543 (2002). The Court of
Appeals assessed the violations identified by the District
Court and concluded that none provided a valid basis for
enforcement. Regardless of whether the EPSDT program
complied with the detailed consent decree, the Court of Ap-
peals reasoned, the program was good enough to comply with
the general mandates of federal law. The Court of Appeals
concluded that because petitioners had not established a vio-
lation of federal law, the District Court lacked jurisdiction to
remedy the consent decree violations. Id., at 546–551.
Other Circuits have reached a contrary result, holding that
the Eleventh Amendment does not bar enforcement of con-
sent decrees in like circumstances. See, e. g., Kozlowski v.
Coughlin, 871 F. 2d 241, 244 (CA2 1989); Wisconsin Hospital
Assn. v. Reivitz, 820 F. 2d 863, 868 (CA7 1987). We granted
certiorari to resolve the conflict among the Courts of Ap-
peals. 538 U. S. 905 (2003).
II
Petitioners advance two reasons why the consent de-
cree can be enforced without violating the Eleventh Amend-
ment. First, they argue the State waived its Eleventh
Amendment immunity in the course of litigation. Second,
they contend that enforcement is permitted under the princi-
ples of Ex parte Young, 209 U. S. 123 (1908). We agree that

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the decree is enforceable under Ex parte Young, and so we
do not address the waiver argument.
This case involves the intersection of two areas of federal
law: the reach of the Eleventh Amendment and the rules
governing consent decrees. The Eleventh Amendment con-
firms the sovereign status of the States by shielding them
from suits by individuals absent their consent. Seminole
Tribe of Fla. v. Florida, 517 U. S. 44, 54 (1996). To en-
sure the enforcement of federal law, however, the Eleventh
Amendment permits suits for prospective injunctive relief
against state officials acting in violation of federal law.
Ex parte Young, supra. This standard allows courts to
order prospective relief, see Edelman v. Jordan, 415 U. S.
651 (1974); Milliken v. Bradley, 433 U. S. 267 (1977), as well
as measures ancillary to appropriate prospective relief,
Green v. Mansour, 474 U. S. 64, 71–73 (1985). Federal
courts may not award retrospective relief, for instance,
money damages or its equivalent, if the State invokes its
immunity. Edelman, supra, at 668.
Consent decrees have elements of both contracts and judi-
cial decrees. Firefighters v. Cleveland, 478 U. S. 501, 519
(1986). A consent decree “embodies an agreement of the
parties” and is also “an agreement that the parties desire
and expect will be reflected in, and be enforceable as, a judi-
cial decree that is subject to the rules generally applicable to
other judgments and decrees.” Rufo v. Inmates of Suffolk
County Jail, 502 U. S. 367, 378 (1992). Consent decrees en-
tered in federal court must be directed to protecting federal
interests. In Firefighters, we observed that a federal con-
sent decree must spring from, and serve to resolve, a dispute
within the court’s subject-matter jurisdiction; must come
within the general scope of the case made by the pleadings;
and must further the objectives of the law upon which the
complaint was based. 478 U. S., at 525.
This brings us to the intersection of the principles govern-
ing consent decrees and the Eleventh Amendment. As we

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understand their argument, the state officials do not contend
that the terms of the decree were impermissible under
Ex parte Young. Nor do they contend that the consent de-
cree failed to comply with Firefighters. The officials chal-
lenge only the enforcement of the decree, not its entry.
They argue that the Eleventh Amendment narrows the cir-
cumstances in which courts can enforce federal consent de-
crees involving state officials.
The theory advanced by the state officials is similar to the
one accepted by the Court of Appeals. The officials reason
that Ex parte Young creates a narrow exception to the gen-
eral rule of Eleventh Amendment immunity from suit. Con-
sent decrees involving state representatives threaten to
broaden this exception, they contend, because decrees allow
state officials to bind state governments to significantly more
commitments than what federal law requires. Brief for Re-
spondents 9–22. Permitting the enforcement of a broad con-
sent decree would give courts jurisdiction over not just fed-
eral law, but also everything else that officials agreed to
when they entered into the consent decree. A State in full
compliance with federal law could remain subject to federal-
court oversight through a course of judicial proceedings
brought to enforce the consent decree. To avoid circum-
venting Eleventh Amendment protections, the officials
argue, a federal court should not enforce a consent decree
arising from an Ex parte Young suit unless the court first
identifies, at the enforcement stage, a violation of federal law
such as the EPSDT statute itself. Brief for Respondents
9–22.
We disagree with this view of the Eleventh Amendment.
The decree is a federal-court order that springs from a
federal dispute and furthers the objectives of federal law.
See Firefighters, supra, at 525. The decree states that it
creates “a mandatory, enforceable obligation.” Consent De-
cree ¶ 302, Lodging of Petitioners 76. In light of the State’s
assertion of its Eleventh Amendment immunity, the state

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officials lacked the authority to agree to remedies beyond
the scope of Ex parte Young absent a waiver, as petitioners
concede. Tr. of Oral Arg. 12. We can assume, moreover,
that the state officials could not enter into a consent decree
failing to satisfy the general requirements of consent decrees
outlined in Firefighters. Petitioners’ motion to enforce,
however, sought enforcement of a remedy consistent with
Ex parte Young and Firefighters, a remedy the state officials
themselves had accepted when they asked the District Court
to approve the decree. Enforcing the agreement does not
violate the Eleventh Amendment.
The theory advanced by the state officials relies heavily
on our decision in Pennhurst State School and Hospital v.
Halderman, 465 U. S. 89 (1984). Pennhurst is distinguish-
able. In that case we found the rationale of Ex parte Young
inapplicable to suits brought against state officials alleging
violations of state law. 465 U. S., at 106. Jurisdiction was
improper because “[a] federal court’s grant of relief against
state officials on the basis of state law, whether prospective
or retroactive, does not vindicate the supreme authority of
federal law.” Ibid. Here, by contrast, the order to be en-
forced is a federal decree entered to implement a federal
statute. The decree does implement the Medicaid statute in
a highly detailed way, requiring the state officials to take
some steps that the statute does not specifically require.
The same could be said, however, of any effort to implement
the general EPSDT statute in a particular way. The decree
reflects a choice among various ways that a State could im-
plement the Medicaid Act. As a result, enforcing the decree
vindicates an agreement that the state officials reached to
comply with federal law.
Hutto v. Finney, 437 U. S. 678 (1978), is instructive on this
point. In Finney, the Court upheld a District Court’s award
of attorney’s fees designed to encourage state compliance
with an existing court order. State prisoners had sued state
prison officials claiming that the conditions of their confine-

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440 FREW v. HAWKINS
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ment violated the Eighth Amendment, and the District
Court had ordered the officials to improve prison conditions.
When the officials refused to comply in good faith with the
order, the District Court awarded attorney’s fees to the pris-
oners’ lawyers to be paid from the state treasury. Id., at
685. The state officials objected, arguing that the relief was
not valid under the Eleventh Amendment because it ex-
ceeded the scope of Ex parte Young. The Court rejected
this argument:
“In exercising their prospective powers under Ex parte
Young and Edelman v. Jordan, federal courts are not
reduced to issuing injunctions against state officers and
hoping for compliance. Once issued, an injunction may
be enforced. . . . If a state agency refuses to adhere to a
court order, a financial penalty may be the most effec-
tive means of insuring compliance. The principles of
federalism that inform Eleventh Amendment doctrine
surely do not require federal courts to enforce their
decrees only by sending high state officials to jail.
The less intrusive power to impose a fine is properly
treated as ancillary to the federal court’s power to im-
pose injunctive relief.” 437 U. S., at 690–691 (footnote
omitted).
The award of attorney’s fees “vindicated the District Court’s
authority over a recalcitrant litigant,” the Court continued.
“We see no reason to distinguish this award from any other
penalty imposed to enforce a prospective injunction.” Id.,
at 691–692.
While Finney is somewhat different from the present case
in that it involved the scope of remedies for violation of a
prior order rather than the antecedent question whether
remedies are permitted in the first instance, a similar princi-
ple applies. Federal courts are not reduced to approving
consent decrees and hoping for compliance. Once entered,
a consent decree may be enforced.

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III
The state officials warn that enforcement of consent de-
crees can undermine the sovereign interests and accountabil-
ity of state governments. Brief for Respondents 23–32.
The attorneys general of 19 States assert similar arguments
as amici curiae. Brief for Utah et al. as Amici Curiae.
The concerns they express are legitimate ones. If not lim-
ited to reasonable and necessary implementations of fed-
eral law, remedies outlined in consent decrees involving
state officeholders may improperly deprive future officials of
their designated legislative and executive powers. They
may also lead to federal-court oversight of state programs
for long periods of time even absent an ongoing violation
of federal law.
When a federal court has entered a consent decree under
Ex parte Young, the law’s primary response to these con-
cerns has its source not in the Eleventh Amendment but
in the court’s equitable powers and the direction given by
the Federal Rules of Civil Procedure. In particular, Rule
60(b)(5) allows a party to move for relief if “it is no longer
equitable that the judgment should have prospective applica-
tion.” The Rule encompasses the traditional power of a
court of equity to modify its decree in light of changed cir-
cumstances. In Rufo v. Inmates of Suffolk County Jail, 502
U. S. 367 (1992), the Court explored the application of the
Rule to consent decrees involving institutional reform. The
Court noted that district courts should apply a “flexible
standard” to the modification of consent decrees when a sig-
nificant change in facts or law warrants their amendment.
Id., at 393. See also Philadelphia Welfare Rights Org. v.
Shapp, 602 F. 2d 1114 (CA3 1979) (modifying consent decree
implementing Pennsylvania’s EPSDT program in light of
changed circumstances).
Rufo rejected the idea that the institutional concerns of
government officials were “only marginally relevant” when
officials moved to amend a consent decree, and noted that

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“principles of federalism and simple common sense require
the [district] court to give significant weight” to the views of
government officials. 502 U. S., at 392, n. 14. When a suit
under Ex parte Young requires a detailed order to ensure
compliance with a decree for prospective relief, and the de-
cree in effect mandates the State, through its named officials,
to administer a significant federal program, principles of fed-
eralism require that state officials with front-line responsibil-
ity for administering the program be given latitude and sub-
stantial discretion.
The federal court must exercise its equitable powers to
ensure that when the objects of the decree have been at-
tained, responsibility for discharging the State’s obligations
is returned promptly to the State and its officials. As public
servants, the officials of the State must be presumed to have
a high degree of competence in deciding how best to dis-
charge their governmental responsibilities. A State, in the
ordinary course, depends upon successor officials, both ap-
pointed and elected, to bring new insights and solutions to
problems of allocating revenues and resources. The basic
obligations of federal law may remain the same, but the pre-
cise manner of their discharge may not. If the State estab-
lishes reason to modify the decree, the court should make
the necessary changes; where it has not done so, however,
the decree should be enforced according to its terms.
The judgment of the Court of Appeals is reversed, and
the case is remanded for further proceedings consistent with
this opinion.
It is so ordered.