These exercises have focused attention on the interaction between preparedness goals and exercise strategies, and have illuminated strengths and vulnerabilities in public health emergency decision making and response capacities. The increased utilization of tabletop exercises by health departments has not been accompanied by a parallel increase in knowledge sharing about lessons learned from them, either with regard to identifying common challenges that confront health departments or strategies for effective exercise design and management. Further, the literature dealing with tabletop exercises to date consists almost entirely of case studies and descriptions of a single exercise or a single disease. This paper describes lessons learned by public health researchers at RAND, and their collaborators, about the process of developing and conducting tabletop exercises in collaboration with state and local health departments in the US and their implications for public health emergency preparedness.