Results indicate that retention and treatment is positively related to a motivation to change; motivation to change, particularly recognition of a drug problem, is positively related to the therapeutic alliance; and changes in motivation and response to treatment are positively related to the therapeutic alliance. Results also found a readiness to change drug using behaviors, as measured by the readiness ruler, was not predictive of retention; however, clients who remained in treatment 90 days or longer with a strong therapeutic alliance were more motivated to change. This finding suggests that although the therapeutic alliance is not a direct predictor of retention among this offender population, it may have a mediating role. Psychological problems also distinguish those who stayed in from those who left treatment; less than one quarter of those who remained reported psychological problems as compared with more than 40 percent of those who left. Additionally, the number of times an offender attempted to change the drug using behavior on their own was significantly and positively associated with retention. Clients mandated to treatment in lieu of incurring further legal consequences, might be more motivated by impending legal issues rather than reducing their drug use problems; mandated clients might perceive that to achieve their goal they must employ adaptive responses or recognition of their drug problem, and demonstrate more willingness to comply with the program structure. The sample contained almost equal numbers of participants who were White and Hispanic as well as an overrepresentation of Black participants relative to the population in South Florida. The sample was composed of 141 felony offenders who had been legally mandated to Spectrum Programs Inc., a community-based long-term residential drug treatment program located in South Florida as an alternative to prison. Tables, references