In South Australia, schools in the Learning to Learn Project receive funding for teachers to engage in professional development and trial educational reforms aimed at improving learning opportunities for teachers and students. Designated change leaders from each school attend Learning Circles with project and university colleagues to develop their understanding of educational change and the associated benefits, risks, dilemmas and tensions. This year, to deepen understanding of the complexity of change, the Learning Circles have been using the 'Most Significant Change Approach', a process designed by Rick Davies as a tool for evaluating change projects and promoting organisational learning among participants (Davies, 1996). This process involves participants writing stories about what they perceive to be 'significant change' as a result of involvement in the project, and engaging in a process of discussion and selection to identify those stories that are considered to be most illustrative of significant change. This paper will elaborate the process as it has been interpreted in Learning Circles, and the insights that participants have derived about what is valued as significant change.