A rural Vermont school district instituted needed and desired changes during a 3-year improvement effort. A 1982 needs assessment evaluated school performance in seven areas found to exist in effective schools. Change efforts followed three principles: all curriculum and policy changes were done on a district-wide and K-12 basis, teachers were not forced to participate but volunteered or "bought in" to the changes as they unfolded, and deadlines for achieving changes were established developmentally. Impacts of the needs assessment and subsequent changes occurred in curriculum content and emphasis, teaching methods and activities, organizational structure, instructional materials, educational goals, school policies and space allocation. Factors playing a major role in implementing changes were needed, clarity of proposed change action, level of complexity, quality and practicality of the program, school district history of innovative attempts, process of adopting changes, district administrative support, staff development and participation, time line, evaluation systems, board and community characteristics, role of principal, staff relationships, teacher characteristics, and external assistance. The followup study documents specific improvement activities, their impact on instruction, curriculum, and policy, and factors which influenced the change process. An implementation questionnaire and protocols for site visits and structured interviews are appended. (LFL)