The purpose of this study was to gather, through historical examination of Santa Clara County and its educational institutions, "base-line data" for the development of useful models for educational planning. This paper describes the growth and development of schools in the county and presents a list of factors that have contributed to the inability of school districts to "be ready" for changing circumstances. Part one of this paper provides an overall historical perspective, explores what the term "school planning" has meant over time, provides an overview of the development of the County and its schools, and examines some of the decisionmaking methods useful in viewing school district development. Part two examines more closely the historical development of four somewhat different Santa Clara County school districts; and part three identifies some indicators and influences of educational change, develops some hypotheses concerning the influencer/indicator causal relationship, and offers six specific recommendations for future school planning. (Author/MLF)