This report takes a hard look at the day-to-day workings of Palm Beach County (Florida) schools to explain why the systemic change model of Florida's current reform legislation is likely to fail the students in greatest need of improved schooling. The Palm Beach County School District is the 4th largest district in Florida, and the 15th largest in the nation. The students are highly diverse, with 52.5% White in 1997, 30.1% Black, and 14.81% Hispanic American. Data in this report show how different results in different schools are linked to the different conditions for learning in these schools. The report demonstrates that many school practices contribute to, rather than mitigate, the unequal economic and social conditions that characterize Palm Beach County. Although the schools are officially desegregated, many schools remain islands of racial isolation where low achievement is the norm, and the teacher turnover is very high in these schools. Ability grouping practices remain in place. The students who are most dependent on schooling are receiving the least effective schooling. Specific recommendations are made to improve achievement and equality in the Palm Beach County schools. An appendix discusses the rights of Limited English Proficient children, and a second appendix outlines the county school budget. (Contains 12 figures, 10 maps, and 6 tables.) (SLD)