This study determined hypothesized predictors of three components of motivation for change--drug problem recognition, desire for help, and treatment readiness--in a high-risk, drug-using population. The sample consisted of 190 guests at two inner-city soup kitchens in Brooklyn, NY who reported drug/alcohol use and were not participating in substance dependency treatment. Ever receiving addiction treatment, having no trade/job skills, and more severe symptoms of depression were associated with greater drug problem recognition. More recent days of drug/alcohol use, intensive pattern of drug use, and greater problem recognition were associated with greater desire for help. Caring for children, more recent days of drug/alcohol use, physical health problems, and desire for help were the direct predictors of treatment readiness. Problem recognition had a strong indirect effect on readiness mediated through desire for help. Knowledge of a drug user's motivational state and the factors leading to it can help guide the development of more effective interventions.