New population forecasts through the year 2050 suggest that Pennsylvania will witness a slowdown in its population growth.  This change will be coupled with an increase in older Pennsylvanians (those 65 years of age or older) and a decrease in young people (those under 20 years of age).  This change in Pennsylvania’s population will not be uniform; urban areas are expected to grow by 4.1% by 2050, while the rural population will decrease by 5.8% during this same time period.  This change in population will affect a wide range of public policy issues, including health care.  This presentation and discussion will address the implications of population change on health care and the medical workforce in the coming decades.