Ethical dilemmas, situations involving a conflict between values or principles, often arise when employees of school districts violate laws or professional codes of behavior. Ethical dilemmas also occur when there are inequities in educational programming, resulting in missed opportunities for students. This qualitative study, conducted with the grounded theory research methodology, analyzed school district superintendents' responses to ethical dilemmas experienced in the course of their professional career. Critical influences on the decision-making process and the ethical frameworks utilized by participants were examined. A "Model of Superintendents' Responses to Ethical Dilemmas" was developed and participants' stories were used to elucidate the model. The tacit knowledge shared by participants in the study can be helpful to practicing and aspiring school district superintendents as they seek to become more attuned to the pressures and barriers that influence the ethical decision-making process and help them to become more aware of their own approach to ethical decision-making. [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.]