The goal of the Southern Regional Education Board's (SREB) Making Middle Grades Work initiative is to increase the percentage of eighth-graders who perform at the proficient level in core academic subjects and who leave eighth grade ready for college-prep work in high school. This document contains a comprehensive improvement framework to aid in SREB's effort. The framework discusses the importance of a core curriculum, high expectation of students, classroom practices that engage students, teacher cooperation, parental support, strong leadership, qualified teachers, and the use of technology in instruction. The framework also contains five essential conditions that must exist for a school to increase student achievement: (1) commitment; (2) planning for continuous improvement; (3) curriculum that includes a set of performance standards; (4) support for professional development; and (5) teacher preparation. The remainder of the document is given over to explanations of and forms used for technical assistance visits from SREB consultants. The purpose of the technical assistance visit is to help school leaders and teachers identify changes needed to improve student achievement in the middle grades and to implement the comprehensive improvement framework. (WFA)