The objective of this needs analysis was to explore the 'upskilling' needs of rural general practitioners in specified areas of mental health. Their perceptions of the difficulties in managing special groups of patients and in referring to the mental health services were reported. Fifty-six per cent of general practitioners servicing four rural areas in the south-west of Western Australia participated in completing a structured questionnaire. The unmet educational needs consisted of five types of counselling: crisis individual, family, marital and parenting. Groups that the GPs perceived as being difficult to manage were adolescents and youth, and Aboriginals and migrants. The shortage of referral services and the poor communication with mental health specialists were of concern to the GPs in this study. Proposed strategies to overcome these barriers were discussed.