Although support for K-12 education has long been a priority for philanthropic organizations, foundations are increasingly choosing to play a leading role in fostering the development and implementation of new policies designed to reform K-12 education. This article is an effort to understand the strategies and tactics employed by foundations currently engaged in K-12 education policy. In-depth interviews conducted with senior staff members of 20 foundations identified as substantially engaged in education policy and school reform were conducted to examine three fundamental strategic choices: the foundation's decision to engage in education policy, including the specific policy domain within education; the foundation's choice on where to intervene in the policy process and at what level of government; and the foundation's tactics to leverage additional resources. Findings suggest that foundations consciously seek to engage in education policy as an integral ingredient of their philanthropic initiatives and are led by staff and board leadership in these decisions. Most foundation activities in this arena aim to create individual niches of activity within the school reform agenda based on the foundation's informed theory of change. As a group, however, foundation engagement in education policy is collectively cautious and ultimately incremental as foundations attempt to make change at the state and district level primarily through demonstration projects and funding research and development activities. (Contains 4 tables, 1 figure and 13 notes.)