This personal account of a central office administrator's involvement in the Riverside (California) Unified School District's decentralization effort discusses the problems facing the rapidly growing district in the early 1960's, kinds of interventions required to break out of old attitudes toward schooling and school administration, and some conclusions that can be drawn from the history of the change effort. Among the problems faced were the financial requirements of growth; the presence of segregated, low-achievement schools; changing student attitudes; teacher militancy; developments in instructional technology; and changes in society and in education's role. Among the programs and practices adopted by the district were compensatory education efforts, budget decentralization, changes in inter- and intraschool organization, a language development program for 5-year-olds, employee involvement in contract design, creation of a research and evaluation office, a voluntary desegregation effort, creation of citizen advisory groups, an active staff renewal policy, and provisions for individual interpretation of centrally-mandated curricular plans. Maintenance of the program after the superintendent's retirement, widespread voter support, improved student achievement, and other indicators provide evidence of the program's success. (PGD)