To determine learning outcomes from the students' perspective on the clinical portion of a third-year primary care ambulatory clerkship. Over 18 months (December 1994 to June 1996), students at the Medical College of Wisconsin identified what they had learned during the clerkship in each of seven learning settings. Responses were transcribed and a coding dictionary developed. Response frequencies were compared by logistic regression analysis over time and between rural and urban sites. Course goals set by faculty were compared to learning outcomes reported by students. The authors coded 3,030 student outcomes into 48 categories. The top ten learning outcomes by frequency are reported. Logistic regression analysis revealed no significant difference by time of year or by rural versus urban clerkship experiences. Twenty-six of 29 original course goals were congruent with the student-generated outcomes. Basic professional knowledge, skills, and attitudes were the learning outcomes most valued throughout the year. Being alone with patients and working with their preceptors were the students' most valued learning settings.