Relatively few studies have explored the ways in which 'middle tier' institutional arrangements in education, such as school districts and local authorities, are responding to New Public Management reforms characterized by centralization, decentralization, marketization and disintermediation. This paper analyses these issues, drawing on governance and path dependency theories, together with evidence from five locality case studies in England. It finds that the process and impact of 'middle tier' disintermediation is uneven and often fraught, with significant implications for place-based coherence, equity and legitimacy. It shows how national hierarchical mechanisms work in concert to require and/or incentivise change across local school systems, most obviously by reducing the remit and capacity of traditional Local Authorities. This process can open up new opportunities for emerging and existing actors to work together through network and community forms of governance to counteract the negative impact of fragmentation, a process dubbed 'middle out' change. However, responses and outcomes vary widely across the five localities and productive 'middle out' change is by no means a given, so the article analyses the processes at work and their impact across different contexts. It concludes by assessing implications for research, policy and practice in contemporary education systems.