The University of the East Ramon Magsaysay Memorial Medical Center College of Medicine decided to shift to an innovative curriculum following a notional mandate and effort by the Association of Philippine Medical Association Foundation to adopt reforms in medical education. From the beginning, barriers to change were anticipated. These were primarily the large class size which strains the resources of the school; faculty resistance due to lack of understanding about educational reforms coupled with their traditional thinking and the overriding demands of private medical practice; limited infrastructure involving the physical facilities; and the difficulties of transition from traditional to an innovative curriculum. To overcome some of the faculty resistance, participation of key faculty members in the planning process was essential. Horizontal integration of the first year (basic) subjects prevented too much disruption in faculty schedule and the use of facilities in clinical years. The large class size posed difficulties in integrating physical diagnosis with the PBL modules. Thus, a separate course in patient-doctor (values and skills development) was created with its own students assigned to different modules at a given time. The end result was a curriculum with three main components: the theory of medicine, the art of medicine and medical research. The curriculum is a hybrid model of PBL which utilized an organ system-based approach in all year levels.