This paper describes "Building Local Leadership for Middle-Grades Schools Improvement," a school-improvement effort implemented in six schools (three urban and three nonurban) within two neighboring districts in the south central United States. Methodology involved a survey of faculty members' perceptions conducted in 1988 and 1989, interviews with key participants, observation, and document analysis. This paper examines the dilemmas that exist between planning for restructuring and dealing with the daily realities of implementing such plans. Six factors critical to successful school reform are identified: (1) the stability and safety of the school environment; (2) central-office support for reform initiatives; (3) onsite teacher leadership; (4) faculty cohesiveness; (5) faculty commitment to the change process; and (6) the ongoing involvement of a facilitating principal who encourages collegiality. Findings demonstrate that change is a slow, painful, and unsettling process. However, the reform efforts also emphasized the value of sharing ideas, the importance of self-directed planning, the need for new skills and staff training, and the need to provide young adolescents with developmentally appropriate programs. Two figures and one table are included. (Contains 75 references.) (LMI)