Context: Uneven distribution of physicians across geographic areas of the United States remains a significant problem that may have implications for health. Purpose: To develop a statistical model of physician distribution in Illinois counties that predicts where specialists and family physicians practice, and to suggest policy strategies for alleviating shortages. Methods: Three-stage least squares, an estimation technique, was utilized to create a model where 19 variables suggested by the literature predicted specialist and family physician distribution within geographic areas, specifically counties in Illinois. Findings: Non-economic quality of life factors seemed to be related to specialist physician practice location (eg, percent graduates and professionals located in the area, public school expenditures, nonpublic teachers per capita, and sufficient hospital beds). In contrast, economic factors were related to family physician practice location (eg, per capita income, total population [an indicator of demand for medical care]). Conclusion: Indicators suggest quality of life factors appear important in specialist location and retention, whereas indicators suggest economic factors appear important to family physician location and retention. Subsidies are suggested to encourage more family physicians to locate and remain in rural areas.