Foundation trusts (FTs) have been a central part of the government's National Health Service (NHS) reforms in England since 2004. They illustrate the government's claim to decentralization, by granting greater autonomy to high performing organizations. The number of FTs has grown steadily, reaching 131 in September 2010, over 50% of eligible trusts. Despite this growth, and notwithstanding the fact that organizations which initially became FTs were previously high performing, doubts remain about the implementation of the FT policy. This article examines the implementation of FTs in the NHS and focuses on the nature and exercise of autonomy by FTs. It argues that the ability of FTs to exercise autonomy is in place, but the (relatively limited) extent of implementation may be explained by trusts' lack of willingness to exercise such autonomy. Such unwillingness may be because of continued centralization, unclear policy and financial regimes, fear of negative impacts on relations with other local organizations, and awareness of greater risk to the FT, among others. Addressing the tension between FTs' ability and willingness to exercise autonomy will largely explain the extent to which the government's provider side reforms will be implemented.