The recent educational transformation in South Africa has created much uncertainty and disquiet among teachers who were required to introduce the educational changes in their classrooms. As "foot soldiers" in education, teachers are the implementers of educational innovations. The advent of outcomes-based education (OBE), like any other change, has made many teachers doubt their professional capabilities. The National Professional Diploma in Education (NPDE) is one of the programmes meant not only to upgrade teacher qualifications but also to ensure that they become confident implementers of OBE. In this one-and-a-half-year study the researcher looked into the professional development of two teachers in a rural district of Mpumalanga Province. Both of these teachers teach in the Foundation Phase of the same primary school. The researcher was interested in a number of issues that include classroom management, use of OBE guidelines and the presentation of lessons, the effects of support and guidance given to teachers and most importantly, the teacher-learners' roles as managers of change. The study discovered that while change can be daunting for many teachers, it is possible to empower teachers to embrace change through proper empowerment programmes. With adequate support, teachers facing educational changes can be able to attain professional maturity. (Contains 1 figure.)