Alternate Living, Incorporated (ALI) is a nonprofit agency supporting people with developmental disabilities in Anne Arundel County, Maryland, which includes Annapolis and some of the development south of Baltimore. In 1987, in partnership with the Human Services Institute (a private training and consulting organization in Maryland) and with a 3-year grant from the state developmental disabilities council, ALI launched its "Citizenship Project." The Citizenship Project's objectives were to empower people to be participating members of the community, to change ALI's role and relationship with those who need its services, and to develop the capacity of the community to accept people with disabilities as contributing members of the community. Three major areas of change for the agency included new staff positions, changing staff roles, and changing staff attitudes. Lessons learned and challenges for the future involve personal futures planning, agency change, assisting people with life changes, work opportunities, relationships, and options for children. This paper, based on a 3-day visit to the agency in April 1990, describes the Citizenship Project and provides illustrations, through anecdotal case reports, about how people's lives have changed. (JDD)