This paper reports the preliminary findings of an on-going study into the role of OfSTED as a mechanism for improving secondary schools working in challenging circumstances. A group of recently inspected secondary schools achieving 25% or less 5 or more A*-C grades at GCSE was selected and a case study approach utilised to address two separate research questions. Firstly, does OfSTED inspection identify similar priorities for change to those identified internally by schools in challenging circumstances? To answer this question key issues raised by the OfSTED report were compared with pre-inspection internally generated school improvement documentation, and priorities identified during interviews with teaching staff at all levels. Secondly, to what extent does OfSTED inspection generate changes in teaching and non-teaching practice in schools in challenging circumstances? This was explored through the use of questionnaires and interviews. Findings to date suggest a complex relationship between OfSTED inspection and the change process in schools in challenging circumstances. Further research is currently being conducted to investigate the sustainability of any changes generated by OfSTED inspection.