Moral distress - the physical and emotional response to feeling prevented from carrying out ethically proper action - can have serious consequences for health professionals and healthcare organizations. We investigated perceived moral distress qualitatively with managers in two BC health authorities.RESPONDENTS DESCRIBED CONDITIONS UNDER WHICH THEY EXPERIENCED DISTRESS: when they set priorities within highly resource-constrained environments, when they observed inequities between budget allocations and management responsibilities, and when organizational priorities did not align with their personal values. When coping proved insufficient, managers would respond by leaving positions, organizations or the healthcare field altogether.Respondents asked for leadership development and the creation of spaces in which moral distress could be openly discussed. However, formal training in priority setting did not appear to be helpful on its own. Rather, it increased managers' awareness of the ethical dimensions of resource allocation without (in this instance) entrenching supports that would help them resolve these concerns.