Conflict involved in school restructuring is natural and can be beneficial. This paper presents findings of a study that examined conflict between "insiders" and "insider out-groups" within a high school in northeastern Washington State. The high school, located in an urban, low-to-middle income, working-class neighborhood, served a high-risk student population. Sixty percent of the students qualified for the free- or reduced-lunch program; 22 percent of the students were ethnic minorities. Data were derived from observations and interviews with 5 foreign language teachers and 2 English-Second-Language (ESL) teachers. The faculty members reported the following conflicts: uncertainty about the effect of restructuring on the philosophy and content of each department's programs; fear of unemployment; resentment about faculty division of responsibility; and conflict between the in-group (vocational education faculty) and the out-group (ESL and foreign language faculty). Despite their dissension, faculty viewed restructuring as necessary. An implication is that the perception of belonging to an "out-group" may prevent some teachers from participating in school change. (LMI)