This session will examine the potential of open educational resources (OER) to enhance learning and teaching and act as a catalyst for pedagogical change. The focus will be details and findings from a Maine International Center for Digital Learning (MICDL) mathematics OER professional development project with the goal of examining the use of OER to engage teachers and students in using new technologies and developing new habits of mind. The project targeted Algebra I teachers with little technology integration experience many of whom felt reluctant to implement new technologies in their classrooms. Evaluation data suggests that teachers connected the use of OER project resources to changes in their own practice and attitudes and increases in student engagement and motivation. The session will include project goals implementation information and evaluation findings that can be used in planning technology plans and professional development.