Changes in education systems across Europe are a response to perceived needs to improve academic performance. The recent workforce remodelling agenda in England (2003-2005) reflected a growing concern that centralisation and the associated deskilling of teachers had gone too far. The resultant restructuring of the work of teachers, giving roles previously performed by teachers to staff without teaching qualifications, needs to be considered from the perspective of those involved. What is clear from comparative studies is that experiences of the implementation of such policies are influenced by local factors. The study reported here focuses on the effect of a significant policy change on teachers in two English local authorities through a mixture of 557 questionnaires and 86 semi-structured interviews collected from five secondary and nine primary schools. The data focus on the changing roles of teachers and teaching assistants and the lessons to be learned for system changes beyond remodelling. (Contains 2 figures.)