Following a year long review process, the faculty board of the medical school of UKM accepted a proposal for a 2–year integrated programme in the preclinical phase of its curriculum, in place of the existing conventional discipline-based curriculum. Up to the present, innovation in medical education appears to succeed only in new medical schools and as ‘alternative tracks’ in established conventionl schools. The UKM school may be one of the few established schools in the world to attempt total change. This paper describes the steps that were taken in the change process and analyses the role of several crucial factors in the change process.