Research and clinical attention over the past 20 years has been focused on offender rehabilitation, but mainly with an eye on managing risk rather than on motivating offender change. The authors contend that the overemphasis on risk management has resulted in the failure to regard motivation as crucial to offender rehabilitation. As such, the authors present a social cognitive model of offender motivation, the Good Lives Model (GLM), that provides a framework for incorporating motivational factors shown to be effective with offender populations. The underlying assumption of the GLM is that all individuals strive to achieve intrinsically rewarding goods that are essential to well-being. Within offender populations, criminal behavior is the result of how these individuals seek their intrinsically rewarding goods. As such, the focus of treatment should be on equipping offenders to achieve their goals through noncriminal means. The motivational construct, then, is goals and how clients strive to achieve their goals on a day-to-day basis. In closing, 12 strategies are offered that will assist practitioners in motivating their offender clients, including negotiation for the replacement of inappropriate goals and the focus on positive actions designed to accomplish stated goals. Tables, references