This paper presents the findings of a qualitative study, based on interviews with over 130 nurses and midwives in four London Trust hospitals on: the main factors influencing nurse satisfaction and retention; empirical support for the robustness of a conceptual framework or model "the nurse satisfaction, service quality and nurse retention chain"; and some managerial considerations for recruitment and retention. The three main factors influencing job satisfaction were patients, the inherent characteristics of nursing and the nursing team; the two main sources of job dissatisfaction were staff shortages and poor management and amongst nurse retention strategies improving working conditions was more important than increased pay. For recruitment, as well as retention, improving the image and reputation of nursing along with improvements in work-life balance were pre-requisites for meeting the challenging target of an additional 20,000 nurses on the wards by 2004.