Teachers have a central role in developing new learning models in schools. This paper describes a study that explored teachers' confidence and competence in using Information and Communication Technologies (ICT) as they participated in an ICT development project conducted by an Australian education system in 12 primary schools. The project aimed to develop ICT integrated teaching practices by providing in-class equipment and teacher professional development in ICT use, curriculum development and teaching strategies. The study used qualitative data from teacher records of Professional Development and Action Learning to identify three of four stages proposed to describe teachers' ICT learning. Teachers moved from gaining basic ICT skills, to conducting ICT-focused lessons and eventually appropriate ICT integration. Teachers who progressed to the third stage were able to exploit additional learning opportunities and begin to make fundamental changes to their pedagogy, but needed more time to reach the final stage of challenging existing pedagogical structures. (Contains 1 table and 1 figure.)