This paper discusses the impact of change on the State Library of New South Wales (Australia), a large public research library charged with the care and continuing use of a documentary heritage. The first section provides background on the State Library, including history, collection, mission, and use. The second section describes library clients, including four distinct client groups (i.e., professional readers, personal interest readers, work/business readers, and students), development of a three-tiered service model, promotion and development of information literacy. The third section describes collections, including the addition of items to the library's World Wide Web catalog, the preservation of paper and electronic resources, and collection development policy. The fourth section considers the importance of two key capabilities, i.e., the competencies of library staff, and the success of collaborations with other organizations. The fifth section addresses context, presenting libraries of documentary heritage as part of a broad canvas of political, economic, and social values. (Contains 18 references.) (MES)