BACKGROUND: Pay-for-performance programs could worsen health disparities if providers who care for disadvantaged patients face systematic barriers to providing high-quality care. Risk Medicare claims data and the association between quality and the sociodemographic composition of physicians' patient panels. KEY RESULTS: Across eight quality measures, physicians' quality of care was not consistently associated with the composition of their patient panel either in a single year or between time periods. For example, a substantial number (seven) of the eighteen significant associations seen between sociodemographic characteristics and the delivery of preventive services in the first time period were no longer seen in the second time period. Among sociodemographic characteristics, panel Medicaid eligibility was most consistently associated with differences in the delivery of preventive services between time points; among preventive services, the delivery of influenza vaccine was most likely to demonstrate disparities in both time points. CONCLUSIONS: In a Medicare pay-for-performance program, a better understanding of the effect of effect of patient panel composition on physicians' quality of care may be necessary before implementing routine statistical adjustment, since the association of quality and sociodemographic composition is small and inconsistent. In addition, we observed improvements between time periods among physicians with varying panel composition.KEY WORDS: quality; disparities; payment incentives. J Gen Intern Med 26(9):987-94