This study examined how managers develop in response to 360-degree feedback, to discover why some change more deeply than the skills the feedback addresses. The study describes influences that lead some to develop a new perspective on their work, even on themselves, while others change only skill. The purpose was to deeply examine, using qualitative research methods, the experience of 360-degree feedback in a management development program. While other studies have approached isolating variables under experimental conditions or quantifying incremental changes, this one directly examines the experience of a few managers in order to describe and connect certain processes. This study describes how the processes work as the managers change over time to greater and lesser degrees. The study gathered in-depth interview data from 15 participants in a management development program, in a design that captured the experience of ten at 3 and 8 months after Profilor feedback, and five others at 22 months after feedback. Of these, five were selected as exemplary cases, and their data were examined using a constant comparative method to develop process descriptions across cases over 10,000 lines of text. These process descriptions answered the research questions "what influences lead to acceptance or deflection of feedback?" "what influences the change decision process, especially for deep versus superficial change?" and "what influences deep and lasting change?" Additionally, other organizational, relationship, and individual variables emerged and are described. Within the bounds of this study, those who started a developmental dialog with direct reports or peers experienced the deepest and most resilient change. Source credibility in feedback givers was essential for acceptance of the feedback, and, when missing, led to both deflection of the feedback and a worsening relationship. Organizational turmoil minimized the effect of the feedback. While this study did not measure adult cognitive development stage, some who engaged in developmental dialog broadened their perspective beyond dualism and came to challenge their assumptions, suggesting that 360-degree feedback can go beyond skill-building and be effective as a means to establish a developmental dialog. / Ed. D.