In some areas of the Philippines, three important and interrelated changes in the traditional pattern of local leadership recruitment and faction organization had been taking place for several decades. Notables from old leading families were being replaced in positions of leadership by upwardly mobile “new men” from more humble backgrounds. Professional politicians were emerging in the local arena. Local factions were being transformed from traditional family-centered organizations into specialized machines. These changes were most likely to occur in areas of comparatively high social mobilization and low concentration of landownership. Changes are explained primarily by the impact of increasingly intense national political competition in rural communities and growing mass participation. These changes represent a decline in the autonomy of local elites, as they were accompanied by the latters' growing reliance on central resources to maintain their machines. These changes and the forces behind them are well illustrated by the pattern of political change in the town of Taal, Batangas during this century, which is reported in great detail.