In 1990 the Michigan Inclusive Education Initiative was implemented by the state department of education to facilitate full inclusion of disabled students into regular classroom settings. This paper reports on implementation of inclusive education within the Marquette-Alger Intermediate School District (MAISD) in the Upper Peninsula region of Michigan. The MAISD consists of 12 rural school districts with a K-12 population of approximately 15,000 students, of which 10 percent receive special education services. The MAISD "systems change" required commitment from the 12 local district superintendents to decentralize special education operations from MAISD to local school districts; integrate special education students within the local district transportation system; change the MAISD's role from operations to extensive leadership in staff development; continue parent/family support systems; and integrate special education planning at the local level, assuring site-based decision-making. The role of MAISD staff in providing technical assistance and staff development leadership to the local districts was critical to the success of program development and implementation. In 1993 the MAISD expanded its technical assistance and staff development services to other Intermediate School Districts that were developing inclusive education programs. An evaluation of the MAISD and its regional systems-change initiatives revealed that the degree of impact on the teaching/learning process for children was highly related to the nature and continuity of staff development experiences. (LP)