This research deals with the phenomenon of the successful middle-aged careerist who drops out of his occupation into an alternate life style. These people are considered a subset of the growing numbers who change occupations in midlife, despite continuing success in their chosen career. There is some exploration of the philosophical and practical meaning for society of such practice. The research uses data obtained through interviews with 40 people who had dropped out of their careers. The research attempts to provide a composite picture of the dropout: his motivations for dropping out; his pre-dropout situation and personality; his present concerns and status; and the process of dropping out. The author notes that for these people values appear to have become less extrinsically centered--for example, money has become less important than autonomy; status less important than self-expression. Contrary to the author's expectations, the dropout is neither an "impulsive" nor a relatively high-risk-taking individual. There are two ways of viewing the phenomenon--either as a threat to society or as a benign act; both approaches are examined. (NG)