This study set out to develop a grounded theory of the relationships between mandated change, professional development and school growth. A case study of a period of time between February 1994 and May 1995, was developed. It charting the experiences of the staff of four primary schools' journey through the implementation of a new State mandatory English K-6 Syllabus. Specifically, during this journey, the author investigated how four principals and twenty-one members of staff, caught up in this context, went about organising people, ideas and practices as part of the change process. Located within a naturalistic paradigm, the study focused on the 'multiple truths' presented by participants about their school settings and the connections they made between meanings and observable actions within their schools. A number of questions evolved and were used as a means of directing and framing the study. These included an exploration of two different contexts. The first explored the political, social and educational environment and how these external factors impacted on the case study schools. The second context was concerned with the 'setting', that is, the internal school factors that described the workplaces. The resulting grounded theory is presented in diagrammatic form, and shows the essential elements that the schools felt were integral to the change process. This is followed by a description of each element with particular reference to the relationships that existed in these contexts between mandated change, professional development and school growth. Implications are also made that may have value for major stakeholders in public education in New South Wales. Finally a number of challenges are offered for those engaged in the change process.