As a last resort to catalyze change in its innercity schools, Memphis City School District (Tennessee) designated seven schools as school-based decision-making (SBDM) sites in April 1989. In the same month, Memphis State University researchers were appointed official observers/researchers of SBDM implementation. Not to be confused with school-based management, SBDM is a participatory process that shifts decision-making to the local school level and gives all affected parties a voice. This paper examines issues and processes related to a school administrative structure that replaces the traditional top-down bureaucratic management with a democratic strategy including urban parents as decision-makers. Ms. Apple's experiences during the first 3 years of the Memphis reform illustrate that personal and school changes can result when a low-income parent who lacks formal education and lives in public housing has opportunity and support, through district policy changes, to become a school level decision-maker. Ms. Apple's development from volunteer to leader to activist is described within this context as she struggles to become a viable decision-maker and accepted member of Urban Elementary School's political structure. (27 references) (MLH)