A second wave of educational reform is closely scrutinizing fundamental issues (structure, organization, management, curriculum, and instruction) and calling for at least partial restructuring of the public school system. After presenting a scenario of an ideally restructured elementary school, this paper explores the "why,""what," and "how" of restructuring for Maine faculty and administrators involved in the state's Restructuring Schools Project. Although some states have made significant progress and can point to steady standardized test scores, the dropout rate remains excessive, students still possess inadequate writing skills, and educators continue to deplore students' inability to use higher order thinking processes. Other challenges include new technological advances, growing numbers of nonfamily households, an aging population, a growing demand for skilled workers in a rapidly changing labor force, and increasing numbers of poor and minority students. Attempts to define restructuring as a solution are discussed, along with definitions of what it is not (tinkering around the edges or improving existing structures). Next, eight critical restructuring components are outlined, including the need to focus at the buiding level, educate all students, clarify and raise expectations, personalize teaching and learning, rethink administrative roles and responsibilities, apply research and development knowledge, humanize the organizational climate, and involve parents and the community. Finally, a model restructuring plan is described. Appendices detail five examples of innovative restructuring programs and list relevant resources. Also included are 36 references. (MLH)