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The advantages to collaborative care between physicians and mental health care providers have been known for many decades. Rural primary care physicians (RPCPs) are the first professionals that most patients contact when they have a mental health concern, particularly in rural communities. It is therefore important to understand the process that occurs when a referral for counseling is made from a RPCP and the subsequent collaboration that occurs. The purpose of this qualitative study was to generate a model that provides a better understanding of the counseling referral process from the perspective of RPCPs in private practice in the Midwest. A grounded theory approach was used to analyze the data obtained through semi-structured interviews with twelve RPCPs and to construct a model that explains the process that RPCPs engage in when making counseling referrals. The Counseling Referral Evolution emerged from the interviews containing nine categories including: Perceived Mental Health Expertise of Physicians, Relationships with Mental Health Providers, Understanding of Counseling, Mental Health Complaint or Diagnosis, Referral Decisions, Method of Referral, Schedule Follow-up, Outcome, and Barriers. Additionally, the RPCPs suggested improvements for better collaboration between mental health practitioners and primary care physicians. Implications for mental health practitioners and primary care physicians are discussed.