Objective: To teach primary care residents to apply the fundamentals of quality improvement to a clinical problem. Description: As the evidence for deficiencies and variation in clinical quality grows, it has become apparent that physicians need to play a leadership role in improving quality of care. Traditional residency training does not provide trainees with the knowledge and skills to assess the care of a population of patients or to initiate, manage, and evaluate changes in health care delivery. Our course, the Populations and Quality Improvement Seminar, is an effort to address this deficiency. We use the disciplines of outcomes measurement, process improvement, and continuous quality improvement as a framework to analyze organizational change. The residents then apply this framework to a clinical problem. Working in pairs and linked both to a faculty mentor and a clinical database manager, they generate an improvement project derived from their clinical experiences in the General Medical Clinic at San Francisco General Hospital. Using Batalden's framework for the continual improvement of health care,1 for example, the seminar group explores strategies to enhance the likelihood that each project will succeed. Recurrent themes include clarifying and applying existing professional knowledge on the subject, defining a target population, creating tension for change, generating methods to measure performance, exploring variation, understanding the impact of the entire system on the desired outcome, promoting interdisciplinary collaboration, valuing the customer's perspective, and encouraging flexible pilots and cycles of improvement. Seminar participants have begun groundwork on and/or evaluation of a variety of clinical problems such as establishing a clinical pharmacist intervention to improve medication adherence in patients with chronic illness, improving specialty-primary care communication in an asthma disease management program, increasing providers' knowledge and use of post-coital contraception technologies, and developing and evaluating a psychosocial screening tool for new patients that is administered by nurses. Both the didactic portions and the project-oriented work are being carried out over a two-year period during ambulatory months, representing 15% of the residents' outpatient didactic curricular time. The seminar is facilitated by two dedicated faculty members and frequent guest faculty. Discussion: The seminar has empowered residents to improve the care delivered in their continuity clinic and has created working relationships focused on quality-of-care issues between the clinic staff, residency program, and the academic division's faculty. Greatest success has been achieved by selecting projects that already have organizational momentum and then shaping and/or improving on them. Challenges have included linking faculty interests with those of the residents, addressing residents' concerns about the possible infringement on traditional clinical learning that results from from a shift to project-oriented learning, and navigating the tension between “research”/study design and “quality improvement”/project design. We plan to evaluate the effectiveness of the individual clinical projects, residents' satisfaction with this component of their ambulatory curriculum, and the impact of this seminar on residents' experiences and attitudes toward their ambulatory clinical work, their level of comfort in being agents of improvement in clinical care, and their subsequent career decisions.