As hypothesized, the Fear-of-Change scale (FOC) displayed a positive association with the Personality Assessment Inventory (PAI) Anxiety (ANX) scale and negative associations with the PAI Positive Impression Management and Treatment Rejection scales among 136 male inmates. The FOC also forged a stronger relationship with the ANX’s Cognitive subscale than with the Affective or Physiological subscales. An independent sample of 239 medium-security male inmates participated in a second study in which significant FOC accretions were found in offenders who discontinued programming but not in offenders who continued or graduated. A third study conducted on 46 non-program participants effectively ruled out the alternative hypothesis that FOC scores rise in non-program offenders. This series of studies was conducted to test the construct and predictive validity of a measure designed to assess fear of change in program participants. The first study was to correlate the FOC with the PAIPIM, RXR, ANX, ANX-Cm, ANX-A, and ANX-P scales and subscales and examine the behavioral correlates of FOC-delineated changes in a subgroup of program participants. The second study sought to determine whether inmates who discontinued programming were more apt to experience a rising level of change-related fear. The third and final study was conducted to evaluate the alternative hypothesis that FOC scores increase over time whether or not the respondent is exposed to psychological programming. Tables, notes and references