This paper attempts to use the work of Peter Marris on loss and change to provide a theoretical perspective on the role of resistance in the process of professional growth Nurse education is highlighted as an area of radical change with the implementation of Project 2000 in the United Kingdom Early data generated by exploratory work in one Project 2000 demonstration district are used to illustrate the potential emergence of areas of resistance to major educational reform It is argued that resistance to change has an adaptive function and is a necessary precursor to professional growth It is not necessarily indicative of intransigence but rather should be seen as part of any process of adaptation to changes which might undermine the validity of past systems of understanding the world in which we live