The potential for school improvement in schools and districts that score well above state and national averages was explored. Based on elementary reading and mathematics data from a collaborating district, it appears that a three-step school improvement logic can effect improvements in "good" schools. The first step is to collect Instructional Accomplishments Information describing what students are learning in terms of the learning opportunities reflected in the instructional objectives and texts of a given grade and subject. The second step is to use Instructional Risk Reduction Resources as an alternative to "remediation" by treating pivotal skills that will cause difficulty at a later grade if they inadvertently "slip" between the cracks at earlier grades. The third step, E-School Design, builds on the basic reading and mathematics skills established in the first two steps, and moves to obtain excellence and maintain economy in the broad set of elementary schooling subjects: science and technology, composition and communications, art and music, additional languages, and human understandings. For "good" schools, the largest potential for school improvement appears to lie in the E-School part of the school improvement logic. (BW)