Physical education teachers have been criticized for not implementing progressive or innovative instruction resulting in enhanced student knowledge and skills for lifetime participation in physical activity. Purpose: To investigate how teachers with varying dispositions toward change perceive socializing agents and teaching context as barriers to or facilitators of making pedagogical change. Methods: Thirty-two teachers completed a survey of personal dispositions toward change and participated in in-depth interviews. Results: Teachers perceived that students' response to instructional methods and student contact time (days/week), as well as interactions with teaching colleagues and administrators influenced their ability to make pedagogical changes. Teachers with limited student contact time reported scheduling as a barrier to change, whereas daily student contact was a facilitator. Change-disposed teachers were more likely to promote student learning and assume leadership roles. Conclusion: Reform efforts should include consideration of teacher dispositions and student contact time.