This paper reports on the concerns of rural school superintendents in Texas regarding the inclusion of special needs students in regular classrooms. The Change Facilitator Stages of Concerns Questionnaire (CFSoCQ) and a demographic data sheet were completed by 484 of the 708 rural superintendents in Texas. The CFSoCQ consists of 35 items reflecting stages of concerns that users, or potential users, of an innovation may have in the areas of awareness, informational, personal, management, consequence, collaboration, and refocusing issues. Nearly half of respondents were from school districts with enrollments of under 500 students, 59 percent of respondents reported that 6-15 percent of district enrollment were special needs students, nearly 93 percent were actively engaged with inclusion, and approximately 60 percent reported that inclusion was partially implemented in their school district. Questionnaire results indicate that superintendents expressed more concerns about issues related to awareness, information, management, and refocusing and less concern about personal, consequence, and collaboration issues. School district size or proportion of special needs students did not make a significant difference in superintendents' concerns about inclusion. However, the status of implementing inclusion generated significantly different kinds and intensities of concerns among superintendents. Superintendents did not perceive themselves as facilitators of inclusion implementation but rather, as playing a significant role in planning and oversight. (LP)