This publication describes efforts taken in Indiana to improve middle-grade education. The restructuring of the state's urban middle grades has been supported by Lilly Endowment Inc., which founded the Middle Grades Improvement Program (MGIP), 6 years ago. Despite the lack of an overall middle-grade theme in the state Department of Education and despite other barriers, the middle-grade restructuring movement has thrived at a grass-roots level. Chapter 1 offers a profile of Indiana students that illustrates the need for more child-centered education. Chapter 2 describes administrators' approaches to change and demonstrates the importance of good leadership in school restructuring. Chapters 3 and 4 offer suggestions for planning and building a supportive school environment. The fifth and sixth chapters describe team teaching strategies and ways to help children, particularly underserved students, understand their potential and plan their futures. Chapter 7 describes the need for a variety of strategies that address students' diverse needs. The final chapter describes new grassroots organizations that are broadening the impact of change. Appendices contain a glossary and a list of Middle Grades Improvement Network schools. (LMI)