This article reports a longitudinal field study exploring the process and dynamics of cultural change. The organization studied was a company, referred to here as European Railways. It is large and in public-sector ownership, with well-established traditions. The research concentrated on the senior management elite. At the beginning of the 1980s there was a dominant railway culture, which had been built up over many years. This culture was manifest in rituals, symbols, and artifacts. There was little dissent. However, the organization encountered a malign, resource-constrained environment, and in a time of financial stringency, created new management positions: for the first time, Business Managers were appointed. Through these individuals, a counterculture emerged: they were the bearers of a business Initially they were appointed outside the formal chain of command, but through a series of incremental steps they increased their influence. Gradually this counterculture gained new adherents. New symbols were created. It cascaded across the senior management elite to become the dominant culture. This paper analyzes the process through which the counterculture spread across the organization to gain preeminence. It attempts to trace out the dynamics of change. But in a very real sense, also, it is concerned with shifting power in the organization for it documents the way in which a group of individuals sought to redefine the accepted basis for interpreting experience. And it shows how this group effectively altered the legitimacy of accepted criteria for action. The paper is organized as follows. First, it locates the cultural perspective. Then it outlines the research method employed for the study. Thereafter, it gives an overview of the organization studied and presents an analysis of events that have taken place in the last few years, showing how they were instrumental in the emergence of the new culture. Finally, some conclusions are drawn.