Physician knowledge, attitudes, and reported prescribing behaviors toward pain management in terminally ill patients was surveyed among primary care physicians (PCPs) and oncologists in a southern urban county. Response rates were 64% for PCPs and 100% for oncologists. The effects of knowledge and attitudes on reported behavior were analyzed after accounting for physician demographics, training, and experiences. Oncologists' knowledge and attitudes were close to ideal and behaviors less so. PCPs' knowledge was worse than oncologists, and attitudes and behaviors were even less optimal. Reported behaviors among PCPs correlated somewhat with attitudes, less with background factors, and rarely with knowledge. In multivariate analysis, demographic and experimental factors explained more of selected behaviors than attitudes or knowledge. However, all variables combined left the majority of variation in behaviors unexplained. Physician continuing education will not effect significant behavioral changes in the care of terminally ill patients solely by the traditional approach of attempting to modify knowledge and attitudes.