With an emphasis on planning and manipulating the supply of health personnel, this report suggests a method of determining state health manpower needs within the context of uncertain demand and incomplete control over supply. Using Illinois as a case in point, the report suggests that health manpower planning, especially at the state level, should provide for flexibility and give attention to: (1) estimates of demand for medical care, (2) predictions of future medical production functions, and (3) advance estimates of the results of policy decisions. It also suggests that health planning should design supply systems that can respond to changes of demand or to short-run predictions of demand change. The report discusses a number of policy instruments that may be useful at the state level for affecting the numbers and distribution of health personnel, including physicians, dentists, nurses, and allied health professionals. (JS)