This article describes a study in two acute NHS Trusts of the availability and curriculum relevance of inpatients for undergraduate medical student learning. The study was conducted to assist a new medical school plan on how best to utilise the clinical learning resources of adjacent hospitals, at a time when basic medical education is expanding, large academic hospitals are becoming more specialised and medical care provision is shifting to smaller hospital and ambulatory settings. We found that all three hospitals showed similar proportions, mean ages and gender ratios of available patients, and provided a wide range of clinical learning opportunities. The larger academic hospital appeared to offer a narrower, more specialised, range of patient problems that were necessary to meet curriculum objectives, while the smaller hospitals provided a broader range of common problems. Opportunities to participate in clinical skills were limited in all three hospitals. None of the hospitals appeared to provide sufficient clinical material to meet all curriculum learning objectives. As acute health care delivery models change, medical schools may have to be quite deliberate in their utilisation of academic hospitals, community hospitals and primary care, matching student allocations carefully to sources of relevant learning opportunities.