This thesis is based on the grounded experience of an internal change agent attempting change initiatives in two organistions over a period of five years. The practical reality of what happened is narrated in a number of sequential and comparative case studies which detail how the process of change evolved, what happened and the role of the internal change agent, A feature of the experience has been how the change initiatives were deflected, slowed, curtailed and thwarted. From what happened a Theory of Counterchange has been formulated. This derives from twelve propositions grounded in the experience. Counterchange is a dynamic process which focuses on the individual affected by a change initiative. It can evolve where there is a discrepancy between a person's goals, values and self-interests and how that person defines and attaches meaning to a particular situation.