National reports such as A Nation at Risk (National Commission on Excellence in Education, 1983), What Matters Most: Teaching for America's Future (National Commission on Teaching in America’s Future, 1996), and more recently No Dream Denied (National Commission in Teaching in America’s Future, 2003), have called for reforms in teaching and teacher education. Teachers have been called upon to improve their instructional practices and curriculum as a result of these reports. Physical educators have also been called upon to implement changes to their programs. Previous studies have explored the impact of the following components on the change process in physical education; school culture (Rovegno & Bandhauer, 1997a), teacher’s professional culture (Pope & O’Sullivan, 1998), principal support (Faucette & Graham, 1986), micropolitics of schools, (Sparkes, 1988), role of social organization (Ward, 1999), teacher dispositions (Cothran , 2001; Rovegno & Bandhauer, 1997b) and teacher beliefs (Kulinna, Silverman & Keating, 2000). Yet many physical education teachers/programs have not made significant changes (Lambert, 2000;Rink, 1993; Ward, 1999). Many programs still maintain traditional curricular offerings, instructional practices, and assessment strategies despite the changing needs and interests of students and innovative curriculum models and instructional practices. To better support teacher professional development, there needs to be a better understanding of the factors that enhance and inhibit teachers’ change processes. In this presentation factors that impacted four urban secondary physical education teachers in making changes to their curriculum and/or instruction are discussed. This presentation is based on a qualitative study that utilized an interpretive view to gain a better understanding of physical educators' thinking and experiences of change to their program and teaching. Data were collected from teacher questionnaires, needs assessments, teacher interviews, discussion groups, document analysis, and observations of the teachers' classes. Data were analyzed using an inductive analysis to examine the emerging themes for each participant. A cross case analysis was conducted for common enhancers and inhibitors across cases. The enhancers of change were the teachers’ visions of physical education, principal support, collegial support, and student support. The inhibitors to change were the low status of physical education, district practices and policies, and educational priorities. These will be discussed during the presentation. Knowing factors that enhance or inhibit the teacher change process can be used in planning professional development opportunities for secondary physical education teachers.Keyword(s): professional development