PURPOSE: During the last 15 years, the proportion of U.S. allopathic medical graduates planning to pursue alternative careers (other than full-time clinical practice) has been increasing. The authors sought to identify factors associated with contemporary medical graduates' career-setting plans. METHOD: The authors obtained anonymous data from the 108,408 U.S. allopathic medical graduates who completed the 1997-2004 national Association of American Medical Colleges Graduation Questionnaire (GQ). Using multinomial logistic regression, responses to eight GQ items regarding graduates' demographics, medical school characteristics, and specialty choice were tested in association with three career-setting plans (full-time university faculty; other, including government agencies, non-university-based research, or medical or health care administration; or undecided) compared with full-time (nonacademic) clinical practice. RESULTS: The sample included 94,101 (86.8% of 108,408) GQ respondents with complete data. From 1997 to 2004, the proportions of graduates planning full-time clinical practice careers decreased from 51.3% to 46.5%; the proportions selecting primary care and obstetrics-gynecology specialties also decreased. Graduates reporting Hispanic race/ethnicity or no response to race/ethnicity, lower debt, dual advanced degrees at graduation, and psychiatric-specialty choice were consistently more likely to plan to pursue alternative careers. Graduates selecting an obstetrics-gynecology specialty/ subspecialty were consistently less likely to plan to pursue alternative careers. Being female, Asian/Pacific Islander, Black or Native American/Alaskan, and selecting non-primary-care specialties were variably associated with alternative career plans. CONCLUSIONS: As the medical student population becomes more demographically diverse, as graduates increasingly select non-primary-care specialties, and as dual-degree-program graduates and alternative career opportunities for physicians expand, the proportion of U.S. graduates planning full-time clinical practice careers likely will continue to decline.