In physical education, we know little about the unique influences that urban and multicultural contexts have on teachers’ work, especially on their efforts at learning new curriculum and reforming programs. For that reason, this study used urban education and teacher change theory to investigate how urban elementary physical education teachers learned to teach a new curriculum approach. We were primarily concerned with identifying ways that urban culture and multicultural students influenced teacher curriculum change. Forty-six teachers participated in the study, 24 males and 22 females. The teachers represented a range of ethnicities (African American-26, Caucasian-18, Hispanic-1, other-1) and levels of teaching experience (1-37 years, m=17.87). The teachers were divided into three groups-each received different types and amounts of professional development in a new and popular state curriculum approach called the Exemplary Physical Education Curriculum (EPEC), developed and field-tested by the state’s physical education foundation. Group one teachers (N=16) had attended a one-day training program offered by the state physical education foundation in the previous five years and had returned to their schools to enact the curriculum. Group two teachers (N=15) received an additional one-day EPEC workshop, beyond the one attended in the past. Group three teachers (N=15) attended the workshop in the past, received three additional workshops over one year, and had an EPEC expert provide at-school mentoring for two school days. Data were collected through 123 interviews, 80 class observations, and lesson plan retrieval. Data were then analyzed using constant comparison and accuracy was sought through triangulation, researcher journals, peer debriefers, and member checks. Six themes emerged explaining how the teachers’ urban and multicultural context influenced their change efforts. These themes included: adopting strategies to deal with paltry resources (e.g., equipment, space), altering the rural/suburban flavor of the curriculum (e.g., names, situations, instructional posters) for urban situations and multicultural students, adding conflict resolution to the social development component of the EPEC curriculum to address confrontational student behaviors, increasing activity time to help reduce management time, adding game applications to mid and upper elementary lessons to provide a game outlet for students, and reformatting materials for multilingual students. Each of these themes shows the unique influences that urban and multicultural schools have on teaching, and especially teachers’ change efforts. The discussion centers on the need for urban and multi-cultural relevant curriculum and professional development opportunities, and the diverse challenges that urban teachers face when embarking on program reform. Keyword(s): multiculturalism/cultural diversity, professional development, research