Within the past 5 years there has been an international movement to adapt the principles and practices of Total Quality Management work environments to school-restructuring agendas. This paper reports on the development of a model called the Educational Quality System, a benchmark assessment tool for identifying the essential elements of quality work cultures. In 1994, the Florida Department of Education funded a partnership to develop an education-specific Quality system that would include benchmarks to identify progress over time as education institutions pursue Quality work cultures. The partnership was comprised of the University of South Florida, 13 school districts, and a regional network. The paper addresses the issues observed in managing change, explores the mind shifts necessary for inventing new forms of schooling, and describes the two conceptual models driving the Education Quality System. The information is based on a case study that examined the change process in 28 Florida schools. Data were obtained from interviews with the 28 principals and surveys of 1,235 teachers. The most striking pattern among the principals was that they strongly held visions of success for all students and believed in their faculty's capacity to respond to the needs of students. Two tables and two figures are included. (Contains 21 references.) (LMI)