With recent state and national emphasis on teacher accountability and student outcomes, various forms of professional development for teachers have been studied. From this, professional development seems to have two integral components: activities to educate and stimulate discussion among teachers, and the resources needed to implement change. Unfortunately, the role that sufficient resources can play in successfully enacting teacher and program change has received little attention from the research community. The purpose of this study, therefore, was to specifically investigate how sufficient resources to enact change influences teachers’ feelings about change and instructional behaviors. Thirty elementary physical education teachers of varying races, genders, and years of teaching experience from an urban school district involved in a district-wide curricular reform project participated in the study. The teachers attended numerous professional development activities (workshops, peer learning communities, at-school mentoring) across one school year and received sufficient physical education equipment, curriculum materials, and instructional posters to implement the newly adopted district curriculum. Interpretive participation observation was used and data were collected through interviews (2-5 for each teacher) and field observations of professional development activities and teachers’ classroom lessons. Data were analyzed using qualitative analytic induction and trustworthiness was sought through peer debriefers, researcher journals, and formal and informal member checks. Findings indicated that the resources supplied by the project had instructional and emotional influences on teachers’ feelings about change and classroom instruction. Regarding the instructional influences, teachers reported and were observed: teaching a wider range of content, teaching more physically active and developmentally appropriate lessons, improving safety, and addressing diverse learning styles (especially visual). Regarding emotional influences, teachers reported mainly positive feelings about the role of sufficient resources to change, suggesting that: posters motivated girls, students’ self-worth and motivation increased, less misbehavior occurred, and that teachers were able to impress parents, overcome unsupportive administrators, and keep more of the take-home salaries (not having to buy their own equipment). However, sufficient resources also created concerns among the teachers such as, feeling anxiety at the “chaos” in the gym, stingy equipment usage wanting to “make it last”, storage concerns, and protectiveness of it from other teachers and after-school/summer programs. This study shows that sufficient resources is an integral component of any change initiative, that it has positive influences on teachers’ instructional behaviors and feelings about changing, but also creates concerns that those initiating professional development projects should understand. Keyword(s): facilities/equipment, professional development, research