This thesis examines the plans for assessing and mitigating resistance to optimized manning. The Land Attack Destroyer (DD-21) will be a new surface warship designed to operate with a seventy-five percent smaller crew than today's Destroyers. This dramatic reduction in manpower is part of Optimized Manning, and will likely require equally dramatic changes in training, maintenance, and personnel management. Change management theory says that implementing radical changes to an organization's culture and power structures often incurs resistance. Data was derived from the writings, presentations and interviews with DD-21 program officers and consultants. While there is no formal plan for building acceptance of optimized manning, findings indicate that program developers and other stakeholders recognize the potential for resistance and the need to manage it. The main sources of resistance include: cost of automation and technology; Navy culture; legacy systems; designers and sponsors; and a tendency to oversell programs. This thesis recommends the systematic definition of stakeholders and sources of resistance for optimized manning, the selection of a change leader, the creation of activity and commitment plans and a robust feedback 5 stem.