In December 2000, the Southwest Educational Development Laboratory (SEDL) began working with low-performing districts and schools as part of a 5-year research and development effort to create and refine a systemic model for improving student achievement in reading or mathematics. SEDL hypothesized that as districts and schools increase their capacity to work systemically, student achievement will increase. This report is the first look at these districts and schools after 1 or 2 years of work with SEDL, depending on when the site was recruited. The purpose of the report is to describe the progress of work and issues that have emerged as SEDL implemented its Working Systemically model. The findings are based on analyses of site contact records and two rounds of interviews conducted with administrators and teachers in these districts and schools. The findings suggest that SEDL and the 16 districts and 29 schools have made some progress in implementing the model. The majority of activities undertaken by the districts and schools focus on some combination of standards, curriculum and instruction, and assessment. The remaining districts and schools are attending to other priorities and will require assistance from SEDL to connect their activities more directly to student achievement. Appended are: Site Contact Record; Interview Protocols; Profiles of Sites; and Additional Data Summary tables. (Contains 19 tables, 3 figures, and 35 references.) (Author)