The School-Based Management Project was designed to determine how School-Based Management (SBM), when combined with curriculum and instruction reform, could work to improve the performance of schools. This report presents findings of a study that examined American, Canadian, and Australian schools that exhibited a range of success in restructuring curriculum and instruction and improving performance. The researchers visited 40 schools that had been operating under SBM for at least 3 years and conducted interviews with over 400 school-community members. The report summarizes findings from the interviews and from the archival and survey data collected during site visits. The study used an organizational lens to explore the differences between actively restructuring and struggling schools. The data indicate that certain organizational conditions were strongly associated with greater organizational learning and integrating processes. Decentralized management worked best when the following four organizational resources were available to the decentralized unit: power, knowledge and skills, information, and rewards. Three additional organizational conditions were also critical for explaining the differences between actively restructuring schools and struggling schools: an instructional guidance mechanism, leadership, and resources. The findings led to the development of the following model: (1) Actively restructuring schools have more of the conditions in place that support organizational learning and integrating processes; (2) the existence of these organizational learning and integrating processes enables more innovative teaching practices; and (3) as a result, the presence of organizational conditions enables schools to adopt more innovative teaching practices, both directly and indirectly. Finally, the transition to SBM requires pervasive and deep changes (change in almost all aspects of the organizations and a fundamental change in people's understanding). (Contains 31 references.) (LMI)