Purpose: The purpose was to identify whether the principals in three Southern California schools that have sustained API scores of at least 900 and state and similar schools ranking of a 10 for three or more consecutive years, demonstrate the eleven behaviors outlined by Marzano, Waters, and McNulty, in successfully achieving second-order change. The second purpose was to identify differences in the perceptions of the elementary principals and teachers in 10/10 schools about the extent to which the principals demonstrated these eleven behaviors in successfully achieving second-order change. Methodology: The subjects in the study were principals and teachers in three Southern California, high-performing, elementary schools. Subjects responded to two research instruments: (1) An 82-item survey, assessing 21 principal behaviors was completed by 3 principals and 45 teachers, and (2) an interview using 11 open-ended questions, assessing the eleven principal behaviors was completed by 3 principals and 18 teachers. Findings: Examination of quantitative and qualitative data from the three Southern California elementary schools indicated principals in these high-performing schools scored high in all of the behaviors important in leading schools in second-order change. Principals operated from a well-articulated and visible set of ideals and beliefs. Principals developed and fostered a positive school culture. Principals established strong lines of communication with and between teachers and students. Conclusions: The data support the conclusion that elementary principals in the top performing Southern California schools demonstrated the seven behaviors in successfully achieving second-order change. Additionally, the four behaviors that may be perceived by some as having eroded as part of a second-order change initiative, were not eroded. Principals scored high in these areas as well. Recommendations: Further research is advised: studies of the behaviors of secondary principals in high-performing middle and high schools and behaviors of teachers in high-performing elementary, middle, and high schools, would enrich the current understanding of leadership behaviors and their affect on student achievement. Also it is recommended that the study be replicated with a greater number of subjects in a greater number of schools. Finally, it is recommended that a study be conducted to compare high-performing and low-performing schools' culture and climate. [The dissertation citations contained here are published with the permission of ProQuest LLC. Further reproduction is prohibited without permission. Copies of dissertations may be obtained by Telephone (800) 1-800-521-0600. Web page: http://www.proquest.com/en-US/products/dissertations/individuals.shtml.]