The concept of the Zone of Proximal Development is the cornerstone of the cultural-historic activity theory. In the hands of Engestrom and many others this concept has become a potent tool for effecting productive change in groups and organizations (Engestrom. 1986, Engestrom and Middleton, 1996, Tuomi-Grohn and Engestrom, 2003). This paper seeks to re-construct the concept using the apparatus of transcendental phenomenology, in order to investigate the possibility of creating new potentials for research and development work. Transcendental phenomenology operates in a specific way. The method is that of "questioning after the origin in the life-world" (Ruckfrage zur Lebenswelt, cf. Stroker 1978, Ricoeur, 1986, Marx 1987). This means that there is no deducting from axiomatic systems, but rather a questioning of propositions (including axiomata) by attempting to "lead them back" to an originary experience. Such originary experiences are experiences of corporeal persons, who experience the world around them with their living bodies (Husserl, 1970, 1989). So, three notions are essential here. (1) A human person has a bodily existence (Leiblichkeit). (2) This grounds her/his access to the common world of humankind (the life-world, Lebenswelt). (3) Any knowledge, if it is to be meaningful at all, must be traced to its origin in an experience possible for a human person who has access to the common world of humankind. The outcome is a description of the process of meaning constitution, performed by a "chiasma" of active and passive syntheses (Husserl, 1973, cf also Marx, 1987, Stroker, 1978, and Sages and Szybek, 2000). This method will in the paper be used to ground the propositions constituting the concept of the Zone of Proximal Development, as it is described by Engestrom and others. The outcome is expected to be a picture of meaning constitution of the concept. Attempts have been made earlier to show the description of development in terms of a metaphor of a theatrical scene (Wertsch, 1998, referring to Burke, 1969). That metaphor can be expanded by the present analysis. While Burke concentrates on human beings as actors and directors ("agency"), this paper will allow to bring to the fore aspects of "scenery" and their impact on agency. This is expectable thanks to the description of the process of meaning constitution, which shows the interaction of the active and the passive syntheses. An earlier attempt to use phenomenological methodology to describe events in terms of a "theatrical metaphore" have been performed with some success (Szybek, 1999 and 2002). Those attempts have focused aspects of content. It could be worthwhile to try to integrate those aspects with aspects of agency, usually coming to the fore in activity theoretical literature. References: Burke, K. (1969). A grammar of motives Berkeley, CA: University of California Press Engestrom, Y. (1987) Learning as expanding: an activity-theoretical approach to developmental research Helsinki: Orienta-konsultit Engestrom, Y. & Middleton, D. (eds.) (1996) Cognition and communication at work. Cambridge Univ.Press Husserl, E. (1970) The crisis of European sciences. Evanston: Northwestern University Press Husserl, E. (1973) Cartesian Meditations The Hague: Martinus Nijhoff Husserl, E. (1989) Collected works. Vol. 3, Ideas pertaining to a pure phenomenology and to a phenomenological philosophy, second book : studies in the phenomenology of constitution The Hague: Nijhoff Wertsch, J. V. (1998) Mind as action. New York: Oxford University Press Marx, W. (1987) Die Phanomenologie Edmund Husserls. Munchen: W.Fink Ricoeur, P. (1986) L'originaire de la question-en- retour dans le Krisis de Husserl. In: F. Laruelle (Ed.) (1986) Textes pour Emmanuel Levinas. Paris: Jean-Michel Place Sages, R. & Szybek, P. (2000) A Phenomenological Study of Students' Knowledge of Biology in a Swedish Comprehensive School. Journal of Phenomenological Psychology 31(2), 155-187 Stroker, E. (1978) Husserls transzendentale Phanomenologie. Frankfurt: Klostermann Szybek, P. (1999) Staging Science. Some Aspects of the Production and Distribution of Science Knowledge. Lund: Department of Education, Lund University Szybek, P. (2002) Science Education - An Event Staged on Two Stages Simultaneously Science & Education 11(6), 525-555 Tuomi-Grohn, T. and Engestrom. Y. (2001) Conceptualizing transfer: From standard notions to developmental perspectives. In: Tuomi-Grohn, T. and Engestrom. Y. (Eds.) (2001) Between school and work. New perspectives on transfer and boundary-crossing. Amsterdam: Pergamon Press