Schools in difficult and challenging circumstances have received increasing policy and to some extent research attention in recent years. Improving schools in these circumstances is likely to prove a difficult process. This literature review has attempted to collect research on improving schools in these areas. Themes emerging from the literature include: a focus on teaching and learning, leadership, creating an information-rich environment, creating a positive school culture, building a learning community, continuous professional development, involving parents, external support and resources. The crucial issue of sustaining improvement is also discussed.