Purpose: The purpose of this study is to explore how school leaders in high poverty California Distinguished schools utilize readiness for change strategies, in conjunction with their understanding of their context, to build a grounded theory of the processes and practices which lead to successful change implementation. Conceptual Framework: The conceptual framework which formed the foundation for this research study was Armenakis' model for creating readiness for change. Methodology: Grounded Theory qualitative methodology was utilized to develop a theory for how school leaders create readiness for change. Interviews were conducted with school leaders at California Distinguished schools which had high poverty rates and grounded theory data analysis processes were used to develop a visual model. Findings and Conclusion: This study found that engaging participation was a key element in the process of creating readiness for change in schools. Other essential elements included communicating a compelling change message, establishing relationships and trust, and providing support. Central to the process for creating readiness for change is understanding and responding to the school context and adapting the use of the other strategies to the staff dynamics and school culture for change. Recommendations: When school leaders approach change they need to be aware of the context in which they are operating. Being sensitive and responsive to this context enables school leaders to tailor their efforts to create readiness for change to their school. Next, school leaders should create a climate for change by leveraging their relationships, building the case for why change is needed and why their proposed change is the right move, and demonstrate how staff will be supported to be successful with their implementation efforts. Finally, the staff should be engaged to collaboratively work on the change including shared decision making and having other school leaders and teams facilitating the change in order to build ownership and investment in the change efforts. [The dissertation citations contained here are published with the permission of ProQuest LLC. Further reproduction is prohibited without permission. Copies of dissertations may be obtained by Telephone (800) 1-800-521-0600. Web page: http://bibliotheek.ehb.be:2222/en-US/products/dissertations/individuals.shtml.]