Technological innovation is driving fundamental changes in all aspects of our lives. This is especially true of digital content, as our use of e-books, downloadable music, streaming television and movies, and online social networks has exploded. However, the explosive growth in our use of digital content seems so far to have eluded many of the 50 million students enrolled in public K-12 education. In spite of the fact that states and districts spend $5.5 billion a year in core instructional content, many students are still using textbooks made up of content that is 7 to 10 years old. In 2012, it is still the exception--not the norm--that schools choose to use digital content, which could be updated much more frequently, or opt to use the multitude of high-quality online resources available as a primary source for teaching and learning. The reasons are many, but the result is this: Too few schools are exploiting digital instructional content for all of its benefits. While many in education continue to perpetuate the decades-old textbook-centric approach to providing students and teachers with instructional materials, the gap is widening between what technology allows us to do in our lives--how we communicate, work, learn, and play--and how we're educating our kids. The primary benefit of digital content may be its flexibility. Crucial to realizing the flexibility benefit are open educational resources (OER), resources that reside in the public domain or have been released under an intellectual property license that permits their free use or re-purposing by others in perpetuity. States are the key to driving instructional materials innovation. With primary responsibility for determining the process and funding models for instructional materials acquisition in their schools, states have started to implement significant policy changes--in some cases with the support of the federal government--that are giving powerful momentum to the shift from print to digital content. In total, 22 states have introduced either definitional or funding flexibility, launched a digital textbook initiative, and/or launched an OER initiative. Common to virtually all of these efforts are strong state leadership, a culture of innovation, a belief in increased local flexibility in spending and content choice, and strong implementation plans. Given current trends and building upon the real-world experiences of states and leading districts, the State Educational Technology Directors Association (SETDA) offers recommendations for K-12 policymakers, school leaders, and publishers searching for ways to collaborate and to reimagine the future of the K-12 textbook. Appended are: (1) Key Questions to Address in Adopting Digital Instructional Materials; and (2) References