Using RAND project on implementing standards-based accountability as a starting point, this study presents preliminary findings on how improvement is playing out in schools and districts in California, Georgia, and Pennsylvania after the expectations and consequences raised by the No Child Left Behind Act (NCLB). Understanding the improvement strategies adopted by states and districts is vitally important because the success of any education reform will be measured by its ability to bring about positive change in schools and districts. Drawing from survey and case study data from 2003-04 and 2004-05, this paper examines the strategies schools and districts are using to improve student performance, the perceived quality and usefulness of these efforts, as well as the perceived constraints and enablers of improvement efforts. Results presented here rely on superintendent and principal survey data from the 2004-05 school year, as well as data from teacher, principal, and parent surveys and interviews. Three of the most important strategies identified by principals in this study were increasing the use of student achievement data to inform instruction, matching curriculum and instruction with standards and/or assessments, and providing additional instruction to low-performing students. These improvement strategies are well under way in all three states in the study. This preliminary research points to areas of promise and of need that state departments of education, regional offices, and school districts may want to consider to further bolster improvement efforts. Teachers, principals, and parents all expressed concern about the unintended consequences of improvement strategies targeting low-achieving students and students close to proficient; further attention is required to determine the effects of such activities on the quality of instruction and educational outcomes for both high-achieving students and the lowest performers. This study is a useful preliminary view of the efforts that schools and districts are making to increase student proficiency and meet the federal goal of 100 percent proficiency.