Education Matters, with the agreement of the Edna Clark McConnell Foundation and two San Diego City, California, middle schools, has been studying the ways in which these two schools have been organizing professional development to improve teaching and learning in the context of San Diego's reform agenda. The Clark Foundation had awarded funds for peer coach/staff developers at three schools, but, in fact, the staff developers, for a number of reasons, including union opposition, were not provided. Two of the schools used their existing resources and their allotted Clark Foundation monies to develop their own in-house coaching models designed for teachers' specific staff development needs. Researchers interviewed 11 teachers, coaches, and administrators at 1 school, and 15 at the other. Also interviewed were consultants who worked with the schools. Additional interviews were held with teachers, coaches, and administrators in the spring, after the efforts had been implemented for some months. Both schools were successful in creating collaborative, instructionally focused cultures in which the school district's "Blueprint" defined the focus of educators' work and teachers understand the importance of professional development. The task of developing instructional capacity in these schools has required considerable skill, ingenuity, and risk-taking on the part of the principals. The design at one school, which had provided two teachers with a reduced teaching load so they could take on peer coaching, seems more effective than the design at the other that calls for substitutes coverage so that coaches can coach colleagues. (SLD)