Abstract. A blueprint for reform of medical education in Japan is presented, with the goal of training well rounded physicians who possess the ability to think critically and the clinical skill to function as generalists before they enter specialty training. Practical solutions are offered in three problem areas that lie at the heart of the shortcomings in Japanese medical education. They have to do with (i) the way Japanese students learn, (ii) the way Japanese teachers teach, and (iii) the material that students are taught. The inherently passive nature of Japanese students can be changed by emphasizing "active learning" and "critical thinking at the bedside" through a problem-oriented approach, both in the classroom and in the wards. Changing student learning, however, requires a commitment to teaching. At the present time, there is no incentive to teach at all, let alone teach in a constructive or interactive way. Teaching is widely perceived as a burden that takes time away from research, rather than as a credible and rewarding academic pursuit. Thus, promotion policies must be altered to reward teachers and accord teaching its rightful place as a primary function of the faculty. Finally, the introduction of active learning and interactive teaching depends on reducing the current emphasis on didactic instruction, which is passive and unidirectional. Thus, medical school curricula must be restructured to emphasize a problem-oriented, organ system-based approach throughout medical school, starting from the preclinical years. Reforms in all three areas must be implemented in concert for them to succeed. (Keio J Med 55 (3): 81 -95, September 2006)