The education system in Papua New Guinea over a three year period, underwent a massive re-organization that was unique in both its scope and the speed with which it was accomplished. The change from a highly centralized, fragmented system of education to a decentralized system that catered for all agencies involved in education, was proposed, legislated and implemented without being motivated by major social crises or revolutionary demands for change. Studies of change and innovation in education over the past decade, have tended to emphasize quantitative studies with fewer theoretical studies and very few case histories, particularly of developing countries. Much literature on change and innovation is highly technical in language and tends to regard change as an industrial process. There has been a tendency to neglect the historical, political and social framework within which change and innovations operate. The aim of this study was to provide a case study approach to the conditions and factors that motivated the change process of the innovation. Educational innovation as a complex subject, must be studied at several levels. This study examined the innovation at the level of the individuals involved in changing others and interviewed a sample of the identifiable principal change agents, to analyse the techniques or strategies used to implement the change. The interviews were also designed to provide a storehouse of data for future research. The data generally demonstrated that the initiative for change in this instance came from within the educational structure rather than from outside which is a significant departure from previous case study findings. The Chief Administrator of the Papua New Guinea education system, emerged as the decisive figure who significantly directed and influenced the change process. External experts were used as legitimizing agents to make the structural innovation acceptable to resisters within Papua New Guinea and to the Australian Government. Strategies employed by the principal change agents were generally collaborative in style, however, conflict situations were creatively utilized on occasions to reach a change goal. Absence of transactional influence was observed only rarely. The implications of the study for further research were discussed. The transcripts of interviews provide an invaluable base for research into future quantitative studies particularly one critical issue identified by all change agents. This centres around the conflict between the Teaching Service Commission, the Department of Education and to a lesser extent the Minister for Education, which, in having its origins in the initial innovation, will affect the ultimate survival of the Papua New Guinea education system in its planned form.