The number of medical students trained in Nepal each year has increased nearly fifty-fold in the last 15 years, primarily through the creation of private medical schools. It is unknown where this expanding cohort of new physicians will ultimately practice. We distributed an anonymous survey to students in their last 2 years of medical school at four medical schools in Nepal to examine two dimensions of career intention: the intention to practice in Nepal and the intention to practice in rural areas. Eighty-five per cent of the eligible study population participated, for a total of 469 medical students. Of these, 88% thought it was likely they would practice in Nepal and 88% thought it likely they would practice in urban areas. Those students who indicated a greater likelihood of practicing abroad came from families with higher incomes, were more likely to think earning a good salary was very important to their decision to become a physician, and were less likely to think they could earn a good salary in Nepal. Students whose tuition was paid by the government were no more likely to indicate an intention to practice in Nepal than students paying their own tuition at private medical schools. Students who indicated a greater likelihood of practicing in rural areas were more likely to be male, to have gone to a government secondary school, to have been born in a village, or to have received a scholarship from the Ministry of Education that requires rural service. Based on our findings, we suggest the following policy changes: (1) medical schools consider selecting for students from rural backgrounds or government secondary schools who are more likely to intend to practice in rural areas, and (2) increase the number of post-graduate positions--weighted toward rural health needs--to retain students in Nepal.