The contentment of spouses is well known to significantly influence retention of rural physicians. The Alberta Rural Physician Action Plan (RPAP) recognizes the importance of the 'spousal factor' to its retention plan through support of the Rural Physician Spousal Network (RPSN). The Network was established in 1999, as a 'grassroots' organization after a focus group showed a strong need. An Advisory Committee with representatives from throughout the province directs its activities; a part-time administrator manages its programming. The only such organization in Canada, the Spousal Network's mission is "To promote the retention of rural physicians in Alberta through spousal networking, communication and programs that foster personal growth and satisfaction with rural living". Programs include a range of activities to meet the diverse needs of spouses: local get-togethers, telephone network and e-mail discussion list, events at existing conferences, spouses-only retreats and newcomer orientation. The Network reflects the RPAP's community development model for retention through its process of seeking local involvement, empowering volunteers and building on communities' strengths. Progress is slow and steady. As an innovative, grassroots organization, the Network continues to experiment and learn. Key challenges include reaching spouses directly with communications, and receiving sufficient input to ensure programs meet spousal needs. Involvement by more spouses, including males, throughout the province is also needed to make the RPSN a thriving network. The Rural Physician Spousal Network continues to take steps forward. This presentation will highlight the Spousal Network's structure, programming, feedback and future considerations.