This study determines the characteristics of poor family heads in rural areas of the Mississippi Delta Region who have high potential for breaking out of poverty. Potential for moving out of poverty was measured by the degree of expressed willingness of a household head to take action for positive change in his circumstances. The data were obtained from a randomized, block sample of rural inhabitants in the Delta areas of Arkansas, Missouri, Mississippi, and Louisiana. The 1,249 respondents constituted an approximate 1 percent sample of the region. Household heads with high propensity for change tended to be in the younger age groups, married, heads of smaller households, Negro, and have a comparatively high level of education. Generally similar factors influence change potential among the relatively affluent in the Delta. Lower rates of social participation and higher rates of fatalism were found to characterize the rural Impoverished when they were compared with the relatively affluent individuals in the Delta. However, contrary to prevailing assumptions, neither of these characteristics was related to propensity for change. Thus, social participation and fatalism variables in no way affect individuals’ potential for upward social mobility.