The paper outlines how the Uttar Pradesh Watershed Management Directorate has been undergoing a programmatic and organisational transformation, from a standard Indian public sector approach to rural development and environmental management to a new participatory approach. It discusses the issues involved in transforming the organisation's approach to initiating a participatory method of village level planning during the first phase of the Doon Valley Project in the Himalayan foothills. Some of the problems encountered in implementing the new approach are discussed. The constraints derive partly from the Government's monolithic traditions in rural development, and from its advocacy of particular technology packages, many of which have hardly changed since the 1970s. Comparisons with two other experiences in the Philippines and Sri Lanka illustrate the need for patience and perseverence.