Agenda for Change is the most ambitious pay reform introduced into the NHS. In addition to simplifying the system of pay, its objectives were to improve the delivery of patient care as well as staff recruitment, retention and motivation. This paper examines progress in implementation based on interviews with key national informants and on case studies in 10 NHS trusts. The report highlights unrealised potential in achieving positive changes to NHS care and makes a number of recommendations for action at national, SHA and NHS trust level. [Introduction].