The quality of communication that leads to the completion of written advance directives may influence the usefulness of these documents, but the nature of that communication remains relatively unexplored. To describe how physicians discuss advance directives with patients. Prospective study. Five outpatient primary care medicine practices in Durham, North Carolina, and Pittsburgh, Pennsylvania. 56 attending internists and 56 of their established patients. Eligible patients were at least 65 years of age or had a serious medical illness. Two raters coded transcripts of audiotaped discussions about advance directives to document how physicians introduced the topic of advance directives, discussed scenarios and treatments, provided information, elicited patient values, and identified surrogate decision makers. Conversations about advance directives averaged 5.6 minutes; physicians spoke for two thirds of this time. In 91% of cases, physicians discussed dire scenarios in which most patients would not want to be treated, and 48% asked patients about their preferences in reversible scenarios. Fifty-five percent of physicians discussed scenarios involving uncertainty, typically using vague language. Patients' values were rarely explored in detail. In 88% of cases, physicians discussed surrogate decision making and documents to aid in advance care planning. Although they accomplished the goal of introducing patients to advance directives, discussions infrequently dealt with patients' values and attitudes toward uncertainty. Physicians may not have addressed the topic in a way that would be of substantial use in future decision making, and these discussions did not meet the standards proposed in the literature.