This paper describes the needs assessment activities that informed the design and development of M.Ed. and post-master's degree courses and programs to be delivered onsite and through distance technology support in rural areas. Two partner school systems participated in the needs assessment with three more currently involved in the programs. Participating school systems range in size from less than 1000 K-12 enrollment to just over 3000. The university partner in this project is Valdosta State University, a regional university in South Georgia. In the spring 2000, nearly 200 teachers and administrators enrolled in a needs assessment course offered by the Department of Curriculum and Instructional Technology. Some of these educators were already involved in systematic school improvement processes at their schools, and others were not. The students were in a unique situation of simultaneously studying needs assessment as an academic topic, conducting needs assessment as a part of their own school improvement process, and acting as subjects in a needs assessment conducted by the author. In fall 2000, participants began to earn graduate degrees in the School Improvement Degree Programs by taking innovative courses offered onsite at their rural school systems and through distance technologies. The programs, courses, and modules were designed based on the extensive school-based needs assessment conducted during the spring course. Partnerships among school personnel, teacher educators, and instructional designers have led to programs that are inclusive, team building, action-oriented, and flexible. Several other school systems in the region have asked for the projects to be phased in during the next two years. The needs assessment methods, procedures, and results are briefly described. Samples and excerpts from the needs assessment instruments from different phases are included to assist others who are doing similar work. (AEF)