This paper discusses the factors that enabled and constrained the scaling up of a multisectoral poverty alleviation program called Kudumbashree, initiated by the government of Kerala (GOK), India, in 1998 to eradicate poverty by 2008. It also discusses some potential threats to and trade-offs of scaling up Kudumbashree. This report draws primarily upon the available literature and qualitative data collected during a five-day visit to Kudumbashree in March 2003. In 1991, the GOK, along with UNICEF, initiated the Community-Based Nutrition Program (CBNP) in Alleppey town to improve the health and nutritional status of children and women. CBNP facilitated collective action by forming and developing the capacity of three-tiered community development societies (CDS), the members of which are exclusively women. Women from families identified as poor using a nine-point nonincome-based index were organized into neighborhood groups (NHGs) comprising 2045 families. Each NHG elected a five-member committee called the neighborhood group committee (NHGC) to coordinate and facilitate action at the NHG level. The NHGs were federated at the ward level as an area development society (ADS). The ADS was then federated at the municipal level as a CDS. Based on the positive experiences in urban Alleppey, and subsequently in rural Malappuram, the GOK scaled up the CDS strategy to the entire state in 1998 under the name Kudumbashree. The State Poverty Eradication Mission implements Kudumbashree through the Department of Local Self-Governments (LSG), formed and empowered in 1992 by the 73rd and 74th constitutional amendments. Convergence of various government programs and resources at the CDS level, participatory antipoverty planning and implementation, formation of thrift and credit societies, and development and nurture of microenterprises, are the key Kudumbashree strategies. Our findings show that an enabling environment, especially decentralization and the concurrent devolution of finances to the local government bodies (LGBs), was critical in scaling up Kudumbashree. The CDS structures are now considered as a further step to decentralization. As the CDS structures are affiliated to the LGBs, their financial sustainability is ensured through various modalities, e.g., convergence, women's component plan, and earmarked assistance to women's self-help groups (SHG). The unique context of Kerala, coupled with leadership of a few motivated and innovative officials, was key in both the decentralization and scaling-up process. Kudumbashree itself is an interdepartmental initiative, making it a good model of a multisectoral response to poverty alleviation. Other institutional arrangements, such as partnerships with the central government and the National Bank for Agriculture and Rural Development (NABARD), continue to play a role in an expanded response to poverty alleviation through CDS structures. Training and capacity building of the LGBs and the CDS/ADS/NHGs was critical in building ownership. Two factors initially constrained the scaling-up process. The government initially wanted to include all women, not just those below the poverty line in the CDS structures. The negotiations between various stakeholders delayed the process by a year and a half. Many LGBs resisted strengthening of the CDS/ADS/NHGs, as they perceived them to be a threat to their authority. This still continues to be a problem in many gram panchayats. The potential threats and trade-offs include a shrinking focus on maternal and child health and nutrition issues with an increasing preoccupation with microenterprise initiatives. The quality of collective action needs to be further strengthened. The current plans tend to be a catalogue of individual needs with group needs often not addressed, and there are signs that the NHG/ADS/CDSs are becoming bureaucratic.