In 1988, the Annie E. Casey Foundation began New Futures, an 5-year initiative aimed at preparing disadvantaged urban youth for successful lives as adults. Through grants to five mid-sized cities, the Casey Foundation sought to encourage a fundamental restructuring of the way these communities planned, financed, and delivered educational, health, and other services to at-risk youth. Grants averaging $10 million for each city made New Futures a highly visible and much discussed initiative. This paper is the Foundation's look at New Futures, a reflection on funding and managing an ambitious and comprehensive initiative. A formal evaluation, "Building New Futures for At-Risk Youth: Findings from a Five-Year Multi-Site Evaluation," was produced by the Center for the Study of Social Policy. The lessons learned are briefly summarized as: (1) comprehensive reforms are very difficult; (2) it takes time; (3) it's not for every community; (4) building local ownership is no simple matter; (5) refine and modify plans; (6) communicate; (7) real change often depends on increases in economic opportunity and social capital; and (8) stay at it. Contact addresses in the five cities are provided. (SLD)