The third-year clerkship at one college of medicine was modified to reflect an emphasis on adult learning principles and life-long learning habits. Problem-based learning was selected as the educational method, and the development of a cognitive knowledge base, clinical problem-solving skills, and appropriate clinical skills was stressed. At a yearly faculty education retreat, strengths and weaknesses of the clerkship were discussed. As a result of this meeting, several changes were made in the clerkship, including additional stress on students' usage of the medical library and computerized databases, a tutor development program, the addition of expert resource sessions, and more emphasis on students' development of clinical skills through a preceptor program. A comprehensive evaluation program designed to support the educational goals of the clerkship is in place. The major challenge of the program remains the proper synchronization of curricular, clinical, and student self-study activities essential for an ideal learning experience.