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A growing number of nursing homes are implementing culture change programming to create a more homelike environment in which residents and direct care staff are empowered with greater participation in care activities. Although nursing homes that have adopted culture change practices have brought about positive transformation in their settings that have improved quality of care and life, as well as increased resident and staff satisfaction, they represent a minority of all nursing homes. Nursing homes that serve primarily a Medicaid population without supplemental sources of funding have been limited in the resources to support such change processes. The purpose of this project was to gain insight into effective strategies to provide culture change and quality improvement programming to low-performing, under-resourced nursing homes that represent the population of nursing homes least likely to have implemented this programming. Factors that interfered with transformation were identified and insights were gained into factors that need to be considered before transformational processes can be initiated. Effective educational strategies and processes that facilitate change in these types of nursing homes were identified. Despite limitations to the study, there was evidence that the experiences and findings can be of value to other low-performing, under-resourced nursing homes. Ongoing clinical work and research are needed to refine the implementation process and increase the ability to help these settings utilize resources and implement high quality cost effective care to nursing home residents.