In order to empower women, alleviate the hardship and sufferings of the rural poor people, Western RuralDevelopment Bank in Nepal has launched micro-finance program having a similar system of Grameen Bank ofBangladesh. In fact, adoption of Grameen Bank system to micro-finance has been expanding in Nepal. However,the poorest of the poor are not involved in the program.This paper tries to capture the features and socio-economic factors affecting to women's participation in this pro-gram by comparing various aspects of participants, non-participants and drop out women. There are about 90 per-cent non-eligible and 10 percent eligible participants in the study village. However, the eligible women, who reallyneed credit, are not involved in the program.As a result, the following points are found out to be the major constraining factors of participation: 1) Obtainingand sharing information; this point is related to social relation in the community and among different caste/ethnicgroups. 2) Disparities of income; this is directly linked to weekly installment and risk management of default. 3)Opportunity cost; time constraints and its cost affect to attendance at weekly meeting, thus, lack of understanding,support and cooperation by family members constraints women's participation.