BACKGROUND: TennCare is a significant state health reform effort, channeling all Medicaid recipients into managed care. We examined physician attitudes about TennCare. METHODS: In 1997, we surveyed a stratified random sample of Tennessee physicians using predominantly Likert-type scale questions. All physicians surveyed were involved in patient care and were selected from seven specialties: general practice, family practice, general internal medicine, obstetrics/gynecology, neurosurgery, general surgery, and pediatrics. We asked about participation, satisfaction, perceptions of quality, and appropriateness of care. RESULTS: Major reasons for nonparticipation included bureaucracy and low compensation. Overall, dissatisfaction with TennCare was high (72% not at all or not very satisfied), relating to reimbursement issues and constraints on obtaining services, particularly pharmaceuticals. More physicians (45.9%) thought quality had declined under TennCare than believed it improved (12.6%). CONCLUSIONS: Despite strong negative opinions about TennCare, physician participation is high (85.6%) because of a sense of professional responsibility.