OBJECTIVES: EvidenceNOW is an initiative of the US Agency for Healthcare Research and Quality to help smaller primary care practices use quality improvement (QI) methods to improve cardiovascular disease prevention. One of seven EvidenceNOW cooperatives, the Midwest cooperative (H3), is implementing QI strategies that rely on practice facilitation and an open-source electronic population measurement tool (popHealth) in the region’s primary care practices. The objective of this research is to explore ways practice characteristics relate to their capacity for, and the priority they place on, QI. METHODS: The data are from an 80-item baseline survey (N=84) measuring organizational perspectives, characteristics, and QI capacity. Practice capacity for QI is measured by the Change Process Capacity Questionnaire (CPCQ). The priority practice leaders place on QI is measured on a 10-point ordinal scale. Analyses use multivariate statistics (functional form based on variable type) to develop estimates. RESULTS: CPCQ scores were higher in multispecialty practices with 6-10 providers (27% higher, ±2.7%, P≤.05) while single-specialty practices with 1, 2-5, or 6-10 providers had similar scores. Practices in medically underserved areas had 16% lower CPCQ scores (±3.1%, P≤.05); similarly, practices serving predominantly minority groups scored lower (-22.1%, ±2.3%, P≤.05). CPCQ scores were higher in patient-centered medical homes and accountable care organizations: +6.8% and +11.0% (±2.1 & ±3.8%, P≤.05, respectively). Using the QI priority scale (x̄ =8.1, s.d.=1.8), the priority practice leaders placed on QI differed by practice characteristics: solo x̄ =9.4, s.d.=0.9, majority Medicaid x̄ =7.7, s.d.=1.4, P≤.05, respectively. CONCLUSIONS: Practice capacity and prioritization of QI vary across small practices. Larger, multi-specialty practices in this group appeared better equipped for QI than others. Primary care practices caring for patients with lower socioeconomic status may be less well positioned to undergo successful, sustained QI transformation. Upon completion of the study intervention, future analyses will investigate potential changes in practices’ capacity for QI.