A policy research study examined the allocation of financial and human resources in 12 school districts that have shown improvements in student achievement over time. The study examined district-level patterns of resource allocation and the decision-making structures that guide spending, as well as barriers and challenges. Data were gathered from national data sets and from interviews, focus groups, and surveys of decision-making personnel in three districts in Arkansas, Louisiana, New Mexico, and Texas. Descriptions of the staffing and fiscal practices of the improvement districts, and comparisons of each district to groups of districts of similar size within their respective state were analyzed. The study found that the 12 improvement districts were able to make sustained improvements in student performance without having substantially more resources than comparable districts. The improvement districts spent available funds more efficiently than other districts by relying on data-driven allocation resources. Additionally, the improvement districts focused on recruitment and retention efforts, salary and incentive structures, and staff-support systems to ensure having a quality staff. Finally, the 12 districts sought to improve students' performance by focusing attention and resources on instructional activities. (WFA)