Planning for innovative program change is examined through references to selected experiences of the Massachusetts Mental Health Planning Project. The planning field was extremely complex and populated by a vast array of divergent forces. In the absence of an organization accepted as a neutral sanctioning body, the planning organism itself must develop some autonomy and positive sanction. It must develop credibility as a legitimate change system. Conscious mechanisms must be developed to insure interaction. Stressed factors are: open communication, two-way participation, flexibility and clear objectives. Dissent to recommendations may be non-directed, or aimed at specific elements of the innovative change. Strategies of neutralization of conflict are necessary. The planning body must engage in a series of everchanging flexible coalitions.