Chronic pain is a public health problem that is likely to increase as the population ages, and has few effective treatments. Although viewed by many as profoundly distressing and disabling, there are a surprising number of people (approximately 30%) who cope well with their chronic pain and do not continue to seek treatment. There is little theory to explain how and why these individuals manage their pain well. This means there is limited knowledge about the approaches used by people who cope well and whether these strategies could help those who have more difficulty. This thesis presents a substantive grounded theory of living well with chronic pain, the theory of re-occupying self. Seventeen individual interviews were recorded, with data collection, analysis and theory generation following classical grounded theory methodological approach. Constant comparison, theoretical sampling, theoretical coding, and theoretical sensitivity were used to identify the main concern of people who cope well with pain. This concern is achieving self-coherence, and is resolved by re-occupying self. Resolution involves making sense to develop an idiographic model of their pain; deciding to turn from patient to person, facilitated or hindered by interactions with clinicians and occupational drive; and flexibly persisting where occupational engaging and coping allow individuals to develop future plans. By completing this process, individuals form a coherent self-concept in which they re-occupy the important or valued aspects of themselves. This study supports using Acceptance and Commitment Therapy because of its functional contextual view of people and their actions. This study illustrates that coping strategies are used in different ways depending on the primary goal within that context. Occupations, or active; purposeful; meaningful; contextualised and human activities, are used by people to make sense of their situation, and as a key motivation for developing coping strategies. These findings lead to new research questions about values-aligned activity, coping with identity change, and acceptance.