Purpose: The purpose of this study was to trace the organizational history of the University of California Santa Cruz from its inception in 1965 to its 40th anniversary in 2005. The study investigated the original vision of small residential colleges as modeled after the Oxford University plan. The study chronicled the critical turning points of university development as well as the factors that influenced key players. The impact of historical context was explored, as was its resultant impact on the organizational growth and development of the university. Methodology: Historical research methodology was used. This method was selected as a means of reporting events and conditions that occurred during the university's first 40 years. Oral histories were collected from fifty UCSC leaders, faculty, students, staff, and alumni. Where possible individual histories were recorded and analyzed by the researcher to assure the intended input of subjects was retained. Findings: The Oxford model influenced the university's original design. Guided by the British and German models for higher education, the university succeeded in creating a credible academic and research institution. Although altered over time, the alternative educational plan and political activism left an indelible mark. The economy had a significant impact on the campus, which forced the university to adjust its long range development plan. Campus leadership, UC Regents, and UCOP played a critical role in the vision plan and guided the decision-making processes that helped shape the growth and development of UCSC. The campus adjusted its plans to changes in statewide demographics. In the end, the university changed the social, political, and economical picture of the local community. Recommendations: In 2005, the campus was at another turning point. New business architectures had just been implemented. New struggles lay ahead in the form of recession and state cutbacks. The campus was once again contemplating its next direction. The next phase of valuable research would be to continue the history to the university's 50th anniversary. [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.]