In the U.S., health professions education is rooted in the health care delivery system. State governments rely on state-supported academic health centers (AHCs) to respond to the health care needs of its residents. In exchange for state funding, state AHCs are required to produce enough of the “right type” of health care professionals willing to work in underserved regions of the state. Since the 1940s, concerns about catastrophic shortages of primary care physicians have dominated state and federal health policy. Medical leaders, educators, and policymakers have debated how best to increase the supply of primary care physicians and ensure their adequate distribution throughout the country, particularly in underserved rural and nonurban areas. By 1959, the Surgeon General’s Consultant Group on Medical Education had predicted a shortfall of 40,000 physicians by 1975 and recommended the expansion of existing medical schools and the creation of new schools. In 1963, Congress passed the Health Professions Education Assistance Act, which provided matching federal funds for the building of new, and the expansion of existing, medical schools. This paper examines the efforts of three state institutions—the University of California, the University of Florida, and the University of Minnesota—to train greater numbers of primary care physicians willing to work in underserved areas of the state. In the 1940s, the University of California responded to legislators’ calls for greater numbers of physicians serving southern California by establishing a new medical school in Los Angeles. In the early 1950s, the University of Florida, heeding the concerns of legislators that residents in central and northern Florida lacked adequate access to physicians, established a new medical school in the central northern town of Gainesville. During the 1960s, the University of Minnesota doubled the size of its medical school and in 1972 established a new two-year medical school in Duluth, which would prioritize preparing medical students for careers in rural practice. In each case, the medical schools had to balance the demands of legislators with the professional needs of their faculty, the expectations of the local medical profession, and the needs of their students and patients. This paper reveals the ways in which these dynamics played out within different institutions and states, and assesses what the implications have been for the broader system of health care delivery in the U.S.