This report describes how California is providing direct intervention to improve structures and processes in districts, which is intended over time to improve curriculum, instruction, and student achievement at the school level. For districts subject to federal Corrective Action under NCLB, California's approach is "top down" in that both federal and state law mandate districts' participation. It is also "bottom up" in that the changes districts make are customized to the needs of that district based on a comprehensive on-site needs assessment, explained Laura Wagner, who directs the state's assistance to districts in corrective action. The Center on Education Policy reviewed restructuring documents, analyzed state test data, and interviewed decisionmakers at the state and local level in the fall and winter of 2008-09. They also conducted case studies of restructuring through interviews and document reviews in four school districts--Oakland Unified School District, Palmdale Elementary School District, Tahoe-Truckee Unified School District, and Twin Rivers Unified School District--and in nine schools within these districts. Finally, they interviewed representatives from all 21 technical assistance providers that served districts in corrective action in 2007-08. The following key points emerged from their analysis: (1) California districts that recently entered corrective action have been targeted for additional funding and special interventions. (2) The number of schools entering restructuring slowed in 2008-09 but is still overwhelming; (3) As AYP targets have risen, district and school leaders in the case studies have set their sights on making AYP through NCLB's safe harbor provision rather than by meeting achievement targets; (4) Some but not all restructuring schools are in districts in corrective action; (5) District corrective action costs vary, and many providers are concerned about adequate funding; and (7) DAIT Providers are a mix of public and private entities. (Contains 3 tables, and 2 figures.)