The Office of Educational Leadership (OEL) of the Minnesota State Department of Education initiated a project to develop and examine the effects of processes designed to transform schools into structures that assure that all students learn. In September 1989, 10 Research and Development (R&D) project sites received grants from the OEL. The implications for the change process drawn from baseline data collected during the first year of project activities are presented. The implications fall into three broad categories: (1) the Minnesota context for educational change; (2) the change itself; and (3) the change process. Perceived changes affecting educational transformation include changes in communities, families, students, and schools. More specifically, issues that require consideration in the Minnesota context include: the community milieu; attitudes and abilities of teachers; student needs; and needed changes in the curriculum. Many school personnel are confused about aspects of the change itself, notably the concept of outcome-based education. For the change process to be successful, a collegial management style sensitive to the competing priorities in the schools must be developed. Results of the baseline studies have convincingly demonstrated the potential of the R&D projects for educational transformation. An appendix lists 18 outcomes explored by a workshop on the OEL Project. (SLD)