This project aimed to find out more about ways that Year 4 children who had participated in the Early Numeracy Project (ENP) understood place value concepts and to develop a conceptua1 model to assist teaching and learning about place value. Data were gathered firstly by a review of the literature about place value concepts. Two groups of Year 4 children were then observed working on place value activities: one that had not participated in the ENP and one that had. The first group was selected from National Educational Monitoring Project (NEMP) data gathered in 2001 and the activities used by the teacher / administrators with this group were then replicated with a small group of Year 4 children from my own school. Two themes emerged from this study. The first was concerned with children's ownership of learning and how this is an important aspect for teachers to consider when they are setting up learning environments and activities for cbildren. The challenge for teachers is to develop realistic activities with which children can engage and to encourage children to explore flexible approaches to problem-solving. The second theme raised concerns about ability grouping children and the potentially limiting consequences that this method of classroom organisation might have on chi ldren 's learning experiences. The stages theory assumptions behind the ENP are challenged and an alternative pedagogical model is proposed.