The study population included all licensed physicians who worked at least 12 hours per month with nonpsychiatric patients on a regular schedule inside an adult or juvenile prison. The questionnaire sent to the physicians contained questions on personal characteristics, job satisfaction, content of practice, and intentions of staying on or leaving the job. The response rate was 65 percent (352 out of 588 eligible respondents). Questionnaires were also sent to chief health officials in the correctional systems of the 50 States, the U.S. Bureau of Prisons, and the District of Columbia, seeking information on the size, scope, and bureaucratic structure of the various correctional systems, as well as the characteristics of correctional institutions which employed responding physicians. Multiple linear regression techniques were used to analyze the data. Factors persistently associated with the various areas of job satisfaction were the physician's age (older physicians experienced greater job satisfaction) and the pay. Global job satisfaction was the strongest predictor of the desire to leave the job. Institutional characteristics likely to precipitate termination desires were inmate overcrowding and a relatively high percentage of beds classified as maximum security. A strategy for maximizing physician retention in prisons does not seem appropriate, because the institutional factors precipitating termination are beyond the control of prison health administrators and efforts to hire older physicians and physicians willing to accept the going pay for prison physicians indefinitely would probably reduce the efficiency and quality of health care provided. Three notes are provided.