The transformation of the medical marketplace has major implications for the physician workforce. Findings are reported here from national surveys of physicians, hospitals, health maintenance organizations (HMOs), preferred provider organizations (PPOs), and medical group practices conducted in 1995 to measure the impact of those changes. Physicians in higher HMO penetration states were more likely to report serious problems with several aspects of medical practice and patient care and were more likely to perceived oversupply in their specialty areas and changes in their practice arrangements. Some divergence is noted in views of supply between physicians and those that employ them. The majority of physicians would still recommend medicine and their specialty as a career.