This paper describes a national 3-year project, the Empowered School District Project, which was implemented in nine school districts to empower school participants. This paper focuses on the efforts to empower students by helping them become independent, lifelong learners. The project was implemented in nine schools--five elementary and four high schools--in nine school districts across the United States. Data were derived from observation, faculty interviews, audiotaped conferences, reports of principal-staff meetings, focus-group interviews with students, and analysis of school documents. Findings are presented in terms of illustrative case studies and theme analysis. Schools that were most successful in creating empowered students demonstrated the following themes: an intense focus on students as a school value; action on that value by creating opportunities for student personal control, the development of self-efficacy, and performance competence; an early identification of a definition of student empowerment; flexibility and resourcefulness in meeting the needs and developing the skills of students; and the creation of a school environment supportive of risk taking and experimentation. It is recommended that schools striving to create an empowering school environment develop trust and facilitative leadership; create a culture supportive of experimentation; enhance student leadership with problem-solving skills; and select an outside facilitator. (LMI)