Introduction: Our goal was to identify the clinical questions that health care professionals have at the point of care and explore whether these questions could be used to drive a needs assessment for continuing education programs. Methods: We gathered questions from 28 clinicians; 11 were directly observed for approximately 5 days per person, while others were given the option of submitting questions via e-mail, pocket card, or text message. They were asked to report all questions--everything from clear-cut questions to vague and fleeting uncertainties--and to evaluate their importance (low, moderate, or high priority). Questions were classified based on the Ely taxonomy of question type and by specialty domain. Results: We collected 563 questions; most (n = 429) came from the direct observation participants. Most questions were high (n = 171) or moderate (n = 236) priority. Of 60 categories of question type, 65.8% of all questions (and 70% asked by primary care clinicians) fell into only 9 categories. The most common question types were "How should I treat finding/condition y given situation z?", "Is drug x indicated in situation y or for condition y?", and "What is the cause of symptom x?". Discussion: More than two-thirds of physician questions fell into one of five competencies: cause of a clinical finding, test selection, prevention, treatment selection, and prognosis. By using these questions as a form of needs assessment, educators can develop programs that directly address the information needs and questions of learners in ways that are more likely to change performance and to ultimately benefit patients. (Contains 4 tables and 1 figure.)