The philosophy of the cluster system operating at Oakton Community College (OCC) is described in this paper along with changes that have occurred in the system over the past few years. Part I describes the social, political, and educational environment in which the philosophy of the cluster system was forged. Additionally, this section identifies the critical elements of the philosophy as the student development model, interdisciplinary courses and programs, diversity in instructional modes, emphasis on community, and organizational provisions for growth and administrative effectiveness. Manifestations of the cluster philosophy during its first years at OCC are described next, including the Directory of Courses and Sections; the role of the cluster dean in guiding, supporting, and evaluating faculty, as well as in administrative functions; the use of student development counselors as teaching faculty; biweekly meetings of cluster faculty; a non-punitive grading system; emphasis on innovation; and the breaking down of traditional barriers between students and faculty. Part II begins by relating the external and internal changes influencing the implementation of the cluster system at OCC, focusing on enrollment increases, greater proportions of part-time students and faculty, and staff turnover. Finally, responses to these changes are reviewed, such as decreased emphasis on innovation, more formal student-teacher relations, and greater attention to administrative work by cluster deans. (HB)