Education Development Center, Inc. (EDC), and the Cleveland Education Fund have formed a partnership with the Cleveland Public Schools to assist the district improve its elementary science program. The primary goal of the collaborative project is to build the Cleveland Public Schools' capacity to employ a staff development model which will lead to the implementation of an exemplary inquiry-based science program. It is anticipated that by the end of the project every elementary school in the city will have selected a new hands-on science program and have an informed principal and a team of teachers ready to support others in their building as they implement the new program. The project provides an opportunity to examine in depth the change process required in a system which is firmly committed to decentralization and school-based management at the same time that it is attempting to change the way science is taught in each elementary school. It is, therefore, anticipated that the project's assessment will increase our understanding of effective staff development models for both enhancing the teaching of elementary science and for assuring the successful institutionalization of inquiry-based science programs. The cost sharing for the project will be almost 400% of the NSF portion.