The problems that pervade professional schools are not dissimilar to those of undergraduate education. Graduates emerge from both with questionable levels of preparation; also, similar problems exist in professional development and curriculur improvement. However, three major differences are found between these two levels of education with respect to organizational change and renewal, curricular modification, and professional development: (1) some professional schools at major universities rival undergraduate athletics in pride among alumni, faculty, students, and administrators; (2) professional schools' overall visibility and the more immediate and publicly accepted contributions of their graduates have made them much more attractive for funding by the government and private foundations; and (3) they are so fragmented in their specialties that they view their students and the professions fragmentally, and that attitude spills over into curricular and faculty development. Faculty development has become big business, but the means have become confused with the ends, and the basic goal of improving educational quality has been lost. The institutional change project at the UCLA School of Dentistry, using the systems approach, was developed to establish the kind of environment that would best facilitate and be most relevant to the process of faculty and instructional development. The faculty were involved in a goal-setting process, and this participation fostered enthusiasm for further development. Faculty development can be most effective and productive when it is part of an overall institutional scheme for the improvement of teaching and learning. (MSE)