Pay-for-quality (P4Q) initiatives are becoming an increasingly popular mechanism for improving quality performance and reducing health care costs in the United States. Because these programs often target primary care physicians, it is important to understand how these physicians perceive and respond to P4Q to design successful programs going forward. This study reports results of a survey regarding attitudes toward P4Q among physicians participating in such programs in Massachusetts and California. Findings indicate physicians have generally positive attitudes toward the concept of P4Q, but are ambivalent about certain features of these programs as currently designed and implemented.