This paper details an effort at the graduate inservice level to utilize schools and school settings as a base for theory building and conceptual growth for the individual teacher. Three basic assumptions support this effort. First, the position is taken that the most effective educational program for children is one that grows out of and is guided by the children's needs and interests as expressed through children's own activity. Second, the teacher's primary role is that of analytical, ongoing responding based on the children's own decisions and choices about learning. And third, teacher analytical responses of the type desired are influenced by the teacher's conceptual frame of reference and by how the teacher thinks about educational purpose. Three class elements are then identified as effective in promoting teachers' conceptual growth: constants, themes, and purposes. Constants establish the educational setting; themes bring focus to the knowledge/substance of the course; while the processes bring about the conceptual growth. The notion is advanced that it is possible to design learning settings that promote conceptual growth in teachers using these three elements, and that these learning settings are not unlike those that are effective for children. (MM)