Objective: Research has found that resource poor nursing homes in the United States (i.e., those that rely primarily on Medicaid funding) often have substandard quality care and are less likely to implement innovative practices, such as culture change or palliative care. However, some resource poor facilities have implemented these innovative practices. The purpose of this study was to determine what factors enable some resource poor nursing homes to implement innovative practices. Data & Methods: We conducted 16 qualitative telephone interviews with administrators in four groups of resource poor facilities. Using data from a national survey conducted in 2009/10 nursing homes were categorized as 1) low culture change and low palliative care, 2) low culture change and high palliative care, 3) high culture change and low palliative care or 4) high culture change 22 and high palliative care. Interviews explored the strategies administrators used to overcome barriers to implementation, the resources needed and the role of outside networks or groups. Interviews were coded and themes identified using a modified grounded theory approach. Results: We found that since we conducted our national survey in 2009/10, most previously low culture change nursing homes had begun utilizing at least some culture change practices. Similarly, administrators in the high culture change facilities reported having implemented new practices in addition to those they’d previously reported. We did not find similar changes around palliative care: none of the administrators in low palliative care facilities reported having implemented any palliative care practices. Differences in implementation of palliative care and culture change in high Medicaid nursing homes, even within the same facilities, appeared to be related to differences in the external resources available to these facilities. While most administrators named multiple organizations and other types of resources they were able to access for information and resources related to culture change, no administrators mentioned any external resources beyond the hospice providers they contracted with. Policy Implications: Our results indicate that for innovative practices to be adopted by resource poor nursing homes, information and resources must be fairly ubiquitous. Government agencies, trade organizations and advocacy groups likely must all be involved in providing information and resources. Palliative care advocates could learn much from the culture change model in which advocates use multipronged efforts to institute reform.