Abstract. Changing a Systems Engineering process culture is difficult. There can be organizational and individual resistance to change that needs to be effectively overcome. As good systems engineering practices call for, at the start of the change activity the process change team needs to look back on the problems faced by similar programs. Most importantly, the team must learn from those 'lessons observed' and implement improvements in conducting their activity. Fifteen critical lessons observed about resistance and the mitigations applied are summarized. A highly successful process improvement program was achieved by applying mitigations learned from earlier problems. The lessons apply to changing SE processes in a government and commercial organization. For anyone seeking to change the culture and systems engineering processes, acquisition methods or business methods, these findings are their head start to identifying problems and reducing change activity failures.