The current pay-for-performance movement in health care has continued to evolve despite the absence of input from physicians and empirical evidence of its effectiveness. The majority of existing quality incentive programs related to physician services is limited to primary care physicians. There is an increasing movement among payers to broaden pay for performance to include nonprimary care physicians. This article reports the results of a survey of nonprimary care physicians' views on office-based quality incentive and improvement programs. Data were collected from surveys completed by nonprimary care physicians practicing cardiology, hematology, oncology, obstetrics and gynecology, orthopedic surgery, and urology. Findings indicate that nonprimary care physicians recognize some value in office-based quality incentive and improvement programs. Specialty societies played a significant role in influencing physicians' views on office-based quality improvements. Physicians indicated support for incentive designs that included infrastructure grants to implement improvements in their office such as an electronic medical record.