Restructuring is a process initiated to substantively change the governance, operation and instruction of public schools or districts identified as failing. There are multiple definitions of restructuring, but the common thread binding all restructuring models is a substantive change of the standard operating procedures of a school or an entire district. More than half of the states in the nation have legislation on the books authorizing school restructuring, but the 2001 reauthorization of the Elementary and Secondary Education Act--i.e., the No Child Left Behind Act (NCLB)--introduced a new sense of urgency to the process of improving public schools. Among other things, NCLB requires that states and districts identify and restructure chronically low-performing schools. To inform the process of implementing NCLB-mandated restructuring efforts, this report presents a summary of state-driven restructuring efforts in a single district: Chester Upland, Pennsylvania. To identify the lessons learned through restructuring in Chester Upland, the author conducted a thorough document review and interviewed state-, district- and school-level officials, as well as Edison Schools Inc. personnel actively involved with the restructuring process. The interviews provided vital information regarding policies and practices that fostered, or conversely impeded, the restructuring process.