Purpose: The purpose of this grounded theory qualitative study was to discover the perceptions of special education directors regarding the changes in special education at the policy level, teacher practice level, and student support level necessary to improve the academic achievement of students with disabilities in California. Methodology: The study employed an emergent approach to grounded theory. Grounded theory utilizes a homogenous sample of participants with similar backgrounds and experiences to allow for theory development. A series of face-to-face and phone recorded structured interviews addressing the research questions were conducted. The researcher transcribed and coded the interviews for emergent themes which answered the research questions and addressed the problem. Findings: Research Sub-Question 1 generated four policy related interview questions and four major themes emerged from the questions: (a) the topics of funding; (b) due process; (c) decision-making; and (d) SELPA governance. Research Sub-Question 2 prompted the directors to describe five major themes for the teacher practice level: (a) nothing eliminated, (b) inclusion, (c) teacher preparation, (d) professional development, and (e) CDE compliance monitoring. Research Sub-Question 3 focused on the student support level and elicited the response that supplementary aids and services are dependent on individual needs. Two major themes emerged from this section: (a) interventions, and (b) credentialing. Conclusions: The major conclusions of the study are funding for special education is inadequate, current teacher preparation programs in California are not meeting the needs of special education directors, inclusion of special education students and teachers is still developing, and teachers need on-going relent professional development. Recommendations: During the re-authorization of IDEA discussion regarding the funding mechanism need to occur to ensure that the funding mechanism positively impacts states to provide for local contributions and inclusion at the state level. Administrators as well as general and special education teachers need to know how to collaborative, accommodate, differentiate and support the learning process for all students. For current teachers offer the courses as a certificate in inclusive education or as part of a master's degree. Embed an overview of the different disabilities in the mild to moderate program and eliminate the current added authorizations. [The dissertation citations contained here are published with the permission of ProQuest LLC. Further reproduction is prohibited without permission. Copies of dissertations may be obtained by Telephone (800) 1-800-521-0600. Web page: http://www.proquest.com/en-US/products/dissertations/individuals.shtml.]