One of the most widespread restructuring reforms involves decentralizing decision making to schools and sharing decision making with a variety of groups. This paper presents findings of a study that examined the organizational conditions in schools using School-Based Decision Making (SBDM) where there is higher quality instruction and greater student learning. The study examined the variation in structures used for SBDM, the arenas for SBDM decision making, as well as the role of principals and others in this form of governance. It also examined how organizational features vary in SBDM schools, with an investigation of relationships among school size, complexity, gender of staff, sense of empowerment, professional community, goal consensus, power relations, and principal leadership. Finally, the study provides a picture of factors found in schools with higher levels of authentic pedagogy and student learning. Data were obtained from 24 public schools undergoing restructuring through an analysis of school profiles, questionnaires of over 900 teachers, site visits, observations of 144 teachers, an analysis of student work, interviews with teachers, and document analysis. Findings indicate that when schools choose to restructure, one of the most prevalent changes is the establishment of new, decentralized governance structures. These often consist of several common features, including school-level councils, a mix of participants, new arenas for decision making, and increased discretion over budget, curriculum, and personnel. Second, there is considerable variation in intermediate conditions such as teacher sense of empowerment and professional community. Third, SBDM alone is not associated with variation in instructional quality or student learning using measures of authentic pedagogy and learning. Fourth, SBDM alone does not seem to be a sufficient change to foster quality instruction and student learning. Three figures and four tables are included. (Contains 32 references.) (LMI)