High quality professional development is viewed by many as a key means of improving the quality of the teaching learning process (Fullan, 1992; Shulman & Shulman, 2004). Armour and Yelling (2004) noted there is little systematic research on professional development in physical education and that there are fundamental questions about physical education teacher development and "its impact on pupils’ learning of either the curriculum or different teachers practices" (p. 103). There is also growing recognition of the importance of building teachers’ capacities as professional leaders, mentors, curriculum designers, and instructional experts (Deglau & O’Sullivan, 2003; Rink & Mitchell, 2003; Ward, 1999) in support of quality physical education programs and student learning. This collaborative project has provided a series of professional development experiences over a three-year period, rather than a series of one-shot professional development activities, to create and sustain a community of teachers. The goal was to build their professional capacities and have them share their expertise with each other to improve the quality of physical education programming and teachers work conditions in a large urban district. This research and professional development initiative was grounded theoretically in Lave and Wenger’s (1991) notions of a community of practice where learning was viewed as a trajectory "in which Barab, Barnett & Squire (2002) noted "learners move from legitimate peripheral participant to a core participant in a community of practice" (p.2). During early professional development sessions, teachers learned about several contemporary curricular models and assessment strategies. Later on and in small groups they developed action plans for the future directions of professional development for themselves and their colleagues. The presentation will present principles in designing, implementing and evaluating professional development initiatives, based upon what we have learned from our studies, a synthesis of the professional development literature, and experiences working with two cohorts of physical education teachers in a large urban school district over a three-year period. Drawing upon a socio-cultural framework that highlights how a community of learner can influence the beliefs and practices of teachers, we describe some strategies that have the potential to be effective in supporting teacher and pupil learning. Such strategies include structure of capacity building, the sharing of artifacts and ideas, providing opportunities for individuals to represent their work and the work of the group to the larger professional community and producing artifacts for their peers that represent the group’s ideas. Keyword(s): professional development