As part of a qualitative study of education reform in four rural Kentucky school districts, this report examines instructional changes that have occurred in the upper primary grades as a result of the Kentucky Education Reform Act (KERA). Researchers interviewed 13 principals, 37 teachers, and 14 eighth-grade students; observed 73 teachers working with students in fourth, fifth, and eighth grades; and reviewed data on schoolwide improvement plans. The report discusses the general effects of KERA and specific areas related to use of textbooks, worksheets, and teacher lectures; student and teacher reactions to an increased emphasis on writing; group work efforts; hands-on activities; and the use of authentic literature. Findings indicate that: (1) for most teachers, the state assessment program was the driving force behind their instructional changes; (2) the major change at both accountable (subject to state testing) and nonaccountable grade levels was an increased emphasis on writing and the writing process; (3) teachers had mixed reactions to the increased emphasis on writing, with those who had received the most training on writing being most enthusiastic; (4) there was a wide spectrum of other innovative instructional strategies; and (5) there was little evidence of effective efforts to plan and implement instructional changes on a schoolwide basis. Teachers in upper-elementary grades need ongoing and focused professional development on appropriate instructional strategies, and entire school faculties need training and technical assistance in learning to operate as cohesive teams to help all students achieve KERA goals. (RAH)