This article describes three interacting phases of the New Lexington City Schools' staff development program, which began in 1979. The first phase, overcoming psychological resistance to the program, had three components: convincing staff, designing a plan ensuring staff control of events, and developing a climate to foster openness, trust, and risk-taking. To lessen teachers' fears, the district's five-year goal was announced as "instructional improvement," not staff development. The second component involved creating groups to work on curriculum issues and send representatives to meet with the superintendent. As part of the climate-setting component, teacher and student forums were established, and administrators became responsible for modeling appropriate leadership qualities. The second staff development phase used a product approach; teacher groups worked to develop a 5-year timeline for text selection and preparation of curriculum guides, lesson plans, and other materials. The school benefited from increased staff interaction, improved textbook evaluation, and enhanced subject area expertise. The third phase, a process approach, concerned improving teachers' instructional abilities and interpersonal skills. An inservice program involving negotiated personal growth contracts, released time, and tuition reimbursement was developed. The result has been improved student achievement and higher teacher morale. Appendices include a teacher questionnaire and statements on professional growth, curriculum development, and teacher tuition payment. (MLH)