Background: There is growing body of evidence that suggests many midwives are unhappy and as a result are making decisions to leave the profession. Aim: Determine the incidence of midwives indicating their intention to leave the profession and explore the reasons for this decision including what might cause midwives to be dissatisfied. Method: Data analysed was collected as part of the Australian arm of the Work, Health and Emotional Life of Midwives (WHELM) project. Descriptive statistics and latent content analysis was used to analysis the data set. Results: Almost half (42.8%, n = 443/1037) the midwives had considered leaving the profession in the preceding six months. The qualitative and quantitative data aligned with ‘dissatisfaction with the organisation of midwifery care’ and/or ‘dissatisfaction with my role as a midwife’ being the two commonest reasons behind the intention to leave. Early career midwives were most likely to consider leaving the profession (p =.05) due to dissatisfaction with their role. Almost half the midwives who had considered leaving the profession were most dissatisfied with managers (p = <.001). Conclusion: Midwives felt their ability to provide quality maternity care was constrained by a fragmented medicalised system that did not work for the women in their care or themselves. The results of this study add to a growing call for policy makers and health care providers to reorientate maternity services to enable women to build positive longitudinal relationships with midwives. Not only will this improve maternal and neonatal outcomes but provide a satisfying and sustainable way for working for midwives.