This paper discusses the process of incorporating a Most Significant Change (MSC) approach into the M&E framework of a bilaterally funded project. It highlights the process of reconciling different expectations of donors, partners and the managing contractor. The paper argues that a number of key factors have ensured the support for, and institutionalisation of the approach. It also highlights a number of important issues which it argues should be considered when utilising participatory approaches within bilaterally funded projects. This is illustrated by examining the practice of International Development Support Services management of the AusAID funded, Pacific Children's Program.