Beginning with an analogy of today's schools as factories, this paper describes the conditions which make it both possible and imperative to transform schools. Examples are given of resources that may be used to support school-based changes, such as foundations, regional laboratories, professional associations, and universities. A model is offered for school-based change that is a formal approach to school improvement, focused at the school level, and designed to develop collaborative efforts in support of learning. It is pointed out that staff development will be centrally and critically important in creating the schools of the future. (JD)