This report provides an overview of southeastern state efforts to assist low-performance schools in building capacity to improve students' academic achievement. High poverty, poor economic resources, and a high turnover rate of both students and practitioners are factors that impede school improvement. High-poverty schools that do improve commonly show the following attributes: a focus on the academic success of every student, openness to experimentation, commitment to involving everyone in solutions, a sense of family within the school, a culture of collaboration and trust, and a passion for learning and growing. Examples of state assistance are presented for six southeastern states. Program designs include putting full-time teachers on contract with the state, working with and through districts collaboratively, and providing assistance at the district and school levels. The assistance process is aided when supported by district superintendents and central offices. Solutions include maintaining continuity of school staffing and ensuring that the external assistance provided allows the school to improve, instead of becoming more top-down and rigid in its organization as a reaction to being on probation. An appendix describes state/district policies that support improved conditions in high-poverty school. (Contains 13 references.) (RT)