The demand for physicians in rural Minnesota is likely to increase significantly over the next few years. Nearly 20% of all rural physicians in Minnesota are older than age 65. This paper reports the results of a survey of rural Minnesota physicians over age 60 on their current practices and their plans for retirement. Of the 33 physicians questioned, 25 (75%) currently had plans to retire and more than half of the 25 planned to retire in the next two years. Factors that these physicians perceived as important in determining their decisions to retire or continue practice are described, and implications for the delivery of health care in rural communities are discussed.