From a stratified, random sampling of non-urban high schools in the Southeast, survey data were obtained from 5374 adolescent males. Over half reported trying smokeless tobacco, and approximately one third of these reported a regular, substantial level of use. The average age at initial use was 12.2 yr. and was negatively correlated with the level of use. Factor analysis of the psychosocial items resulted in four factors: substance use/deviant style, modeling, perceived negative consequences, and health behavior. Discriminant analysis of initial use indicated that substance use and modeling influences were the strongest predictors of trying smokeless tobacco. Regression analysis of level of smokeless tobacco use indicated that substance use, modeling, and perceived negative consequences were equivalent in their contribution. Separate analyses were performed for American Indian, Black, and White males. Although predictors of initial use were similar, level of smokeless tobacco use was most associated with the use of other substances in Blacks and with modeling influences in Whites.