This paper describes the implementation of the School-Based Improvement (SBI) model in the Austin Independent School District (AISD), Texas, which was piloted by a total of 28 schools during the 1990-91 and 1991-92 school years. Evaluation was conducted through a review of campus improvement plans and student achievement data, interviews with six central office administrators and approximately one-half of the leadership teams, and district surveys of 1,500 staff and 93 parents. Overall, the Phase 1 elementary and secondary schools were more successful in achieving and exceeding predicted student achievement gains than were the Phase 2-SBI schools and the non-SBI schools. The primary obstacles to implementation were attributed to varied expectations and levels of ownership, differential training, a lack of universal commitment and trust, a lack of ongoing training, varied degrees of willingness to participate in collaborative decision making and consensus building, and the impact of change. Finally, school climate scores tend to drop during the first year of SBI, followed by an improvement in the second year. Two figures are included. Attachments include the SBI timeline, the school house model, the mission statement and goals, an action plan summary, and a board agenda item. (LMI)