This action learning action research project was undertaken as a Ph.D by Project. It focuses on two TAFE institutes in South Australia that were brought together to form an Alliance in 1999 during a time of turbulent change. At this time the TAFE sector in Australia was responding to and continues to respond to external and internal influences. The task was to initiate and implement a planning and performance framework, using quality assurance continuous improvement and change management principles, embracing organisational learning and development processes and practices, across the two institutes that comprised the Alliance. <br><br>The action learning action research methodology used a project management approach as its change management strategy. The project entailed an ongoing process of reflection, planning, reviewing and improvement as the researcher and the institution worked to improve workplace practices at the macro level as well as within a subset of the organisation. <br><br>This research explored the interface between practitioner, researcher and planner working in an organisation. The project’s cycles of activity undertaken with reference to the literature provided a rich resource to bring together the elements of research and practice. The connectivity of these experiences and the new knowledge and understanding gained, highlight the importance of the emergent planning, implementation and sustainable principles and practices identified as a result of this project. The project was an intervention in an organisation’s development at a point in time. It has highlighted strategies needed to be flexible to accommodate emerging divergent external influences with staff commitment and participation essential at all stages of change management practices. It highlights the importance of strong leadership in such a process.<br>