The education of students in medicine, nursing, pharmacy, and dentistry in the seven health professions schools of the University System of West Virginia has undergone remarkable changes since 1991 to become more responsive to community needs. The changes have also enabled the schools to remain in sync with other anticipated changes in health care delivery. A primary care, community-based academic system has been developed, and students, campus-based faculty, community-based field professors, and lay community members collaborate to identify and resolve problems important to the communities located in the 42 counties designated Under-served Health Professions Service areas, and five additional rural counties. The system is governed by a board consisting of a majority of community members not employed by the health care system, and the deans of the seven health professions school; all members function as equals in reaching decisions. In the new system, all health professions students in the University System of West Virginia are required to complete a rural rotation of 12 weeks. The five-years demonstration project that began the new system started in 1991 with four rural sites. By 1996, the system had expanded greatly and consisted of 13 consortia of communities with a total of over 100 rural primary care centers plus several small rural hospitals, public health departments, and other health and social services agencies. The 1996 West Virginia legislature approved funds for the higher education budget that will support and sustain this primary care, community-based academic system.