3) We need to further refine criteria for junior faculty and generalists. 4) It can be difficult to identify and reward excellence in teaching. HCA serves 32,000 patients, 40% capitated, with 91,000 annual visits and is the primary ambulatory teaching site for 130 medical housestaff. We reward our clinicians with added compensation for high patient visit volume, panel growth, severity of illness, commitment to teaching (comanagement) and, most recently, panel management. DESCRIPTION OF PROGRAM/INTERVENTION: Funded annually by the hospital, the incentive pool derives from an estimated payout per faculty FTE for practice-wide projected increases in visit volume and panel size. The core clinical payout is based on a point system. Promoting both visit volume and panel growth, new patient encounters earn 3 points, while all others earn 1 point. Incentive is paid for all points above a threshold of 8 patients/session, averaged over the year. To promote teaching, we incentivize comanagement sessions more heavily than individual practice sessions. As a proxy for severity of illness, we pay a third component based on the inpatient activity of a faculty member's panel. We are now adopting a more diversified model, with 25 ± 35% of total incentive dollars linked to panel size, age and gender adjusted, to reflect the realities of clinical practice more accurately. We are also moving to include provider specific quality measures in the incentive system, and to extend incentive payments to non-physician and non-clinical staff. FINDINGS TO DATE: Faculty visit volume productivity increased 30% in 3 years and overall panel has grown at a rate of over 400 new patients/month. In academic year 99 ± 00, the faculty incentive paid a total of $310,000 for an average payout of $8,000 per faculty member, with a range of $0 ± $19,927, and we have been able to fill our comanagement teaching slots easily. System is a multi-site county health care system, with significant variability in clinical background and practice styles in primary care providers. System wide disease management initiatives and clinical practice guidelines have been created in an effort to standardize care but have been difficult to disseminate and implement. Traditional CME is individually chosen to accommodate the provider's preferences regardless of the system's needs. Furthermore, there is evidence that this approach rarely modifies physician behavior resulting in a delay of standard of care practices implementation. A program that combines disease management, continuing medical education, and peer review was designed to foster the creation, dissemination and evaluation of clinical practice guideline implementation for primary care issues, and improve system-wide provider communication.