PURPOSE. Despite evidence-based guidelines, many patients fail to receive colorectal cancer (CRC) screening. How physicians and patients discuss CRC screening and how these discussions impact screening use is not known. We describe patient-physician CRC screening discussions and the association of these discussions with screening use. METHODS. Using automated data available within a large delivery system, we identified HMO enrollees aged 50-70 years with a visit to primary care in 2003. Patients (N=4,966) were mailed a survey collecting information on the content of CRC screening discussions (including the “5 As:” Assess, Advise, Agree, Assist, and Arrange) as well as patient preferences for shared decision making. Survey responses were linked with 5-year claims data on prior CRC screening use. We estimate the percent of patients reporting screening discussions, and among them, the percent reporting different content elements. Associations between discussion content and screening use were evaluated with Wilcoxon rank sum and chi-square tests, as appropriate. RESULTS. Among the 2,522 survey respondents (50.8% response rate), 58.8% were female, 68.1% were married, and 34.5% were African American. 79.6% reported discussing CRC screening with their physician and 54.0% received CRC screening. The most frequently discussed screening modality was colonoscopy (70.8%), followed by sigmoidoscopy (41.4%) and fecal occult blood testing (40.7%). Approximately two thirds indicated discussing their interest in screening (“assess”), 36.1% reported being offered a choice among different screening modalities (“advise”) and 31.0% were asked about their preferences for different types of tests (“agree”). Over half (55.6%) reported receiving help making an appointment (“assist”) and 61.0% indicated receiving information on how to get test results (“arrange”). Screened patients were significantly (p<0.01) more likely to report content that included 4 of the 5A's (the exception being “agree”). Among those not screened, 68% reported discussing CRC screening, 82% reported that a physician recommended screening, and 75% reported receiving a referral or screening test. Regardless of screening status, the majority (74.7%) indicated being involved in the screening decision-making process as much as they wanted to be. CONCLUSIONS. The majority of primary care patients report discussing CRC screening with their physicians. Yet, the content of these discussions varies and almost half have not received recommended CRC screening. Whether increased use of the “5As” would lead to increased CRC screening use needs to be explored.