The purpose of this study was to learn how primary care physicians experienced the introduction and evolution of an individual physician pay-for-performance program. Thirty primary care physicians participated in audiotaped focus groups 13 and 26 months after beginning the program. Transcribed audiotapes were used to group comments into themes. Ten thematic groups were identified. Practitioners reviewed their profiles but found it difficult to use them to change behaviors. They were concerned about the data accuracy, the influence of specialists and patients on their “scores,” and, less, the validity of quality measures. They described ways the program changed their practices and consideration of cost, quality, and satisfaction. There were important concerns about the influence of pay-for-performance programs on professionalism. Primary care physicians were skeptical of this pay-for-performance program. On the other hand, physicians described positive influences on making improvements in quality, satisfaction, and practice efficiency.