This paper presents findings of a study that examined the change process in 28 schools, with a focus on how principals went about transforming traditional school-work cultures into quality systems. The principals had participated in Managing Productive Schools (MPS), a comprehensive systems-approach program based on quality management concepts. Data were derived from interviews with the principals, a teacher survey, and administration of a school/work profile to teachers. This paper presents findings based on the interview data. It discusses themes of visionary leadership, cooperative strategic planning, systems thinking and action, innovative information systems, continual improvement, human-resource development, quality programs and services, quality culture, and customer satisfaction. A conclusion is that change is determined by a faculty's readiness to address challenges and that developing staff readiness is the principal's responsibility. The principals provided the knowledge and skills for a systemic framework of change. The strength of their vision of success for all students and belief in their faculty's capacity to respond to students' needs were crucial for successful change. Transforming the work culture of schools from bureaucratic patterns to more responsive structures requires leaders who understand the challenge, embrace systems thinking, and have the facilitation skills to engineer school development over time. Two figures are included. (Contains 21 references.) (LMI)