In December 2000, the Southwest Educational Development Laboratory (SEDL) was awarded a five-year research and development (R&D) contract to develop and refine a systemic model to improve student achievement in reading or mathematics in low-performing districts and schools. At the onset of the project, 20 districts in Arkansas, Louisiana, New Mexico, Oklahoma, and Texas in which one or more of the schools were having difficulty meeting state expectations for student achievement agreed to participate. The purpose of this report is to present findings based on analyses of more than 260 interviews with teachers, administrators, parents, and other staff and field notes of SEDL coordinators who worked with the districts.