This essay explores the issues arising from enrollment decline by examining the local school district context in which these issues must ultimately be resolved. The first section of this paper suggests that fluctuation in enrollment should not be treated separately from the continuously changing economic, political, and social environment of the district. The second section explores alternative school district responses to decline and argues that the key difference between effective management and simply holding the line lies in the capacity to manage change. The last section offers recommendations for a National Institute of Education agenda on problems of enrollment decline. Three phases of change management are discussed: mobilization of support, implementation of plans for retrenchment, and institutionalization of change efforts. (Author)