One purpose of education is that of human-resource development--to provide society with the critical mass of intellectual capital and competent work forces. This paper presents an analysis of the emerging global context and school restructuring in industrialized nations. It also describes an evaluation conducted by the Education Committee of the Organisation for Economic Co-operation and Development (OECD) to illustrate the need to co-create competitive global city-states. The paper then discusses a world-class, full-service, caring and learning system and identifies innovative projects funded by the New American Schools Development Corporation. A proposal is made that the Greater Philadelphia Area City-state (GPAC) create a Leadership-Human Resources Development Academy as a form of third-wave re-engineering. Examples of strategic thinking that must occur if a region is to enjoy a better quality of life in the 21st century are presented. Educators must develop "new habits of heart and mind" and become third-wave transformational leaders. Numerous handouts are included. Contains approximately 75 references. (LMI)