Although by reputation and performance an effective school, the staff and principal of Adams School in Northtown, Massachusetts sought and won a state-funded grant for school restructuring. Seeking increased autonomy and more say, the Massachusetts Carnegie Schools Grant Program was seen as a vehicle to facilitate and legitimize the reform-type activities already in progress at the school. The complexity of the restructuring process soon became apparent. Certain staff referred to as the doubters questioned the feasibility of restructuring. Lacking a real transfer of power to the school site confirmed the doubters\u27 skepticism. Encountering numerous obstacles, the complex process of restructuring is seen as more analogous to moving though a maze than following a road map. Major elements of restructuring emerge within this school\u27s model. Grade-level teams coordinated through a central school governance team facilitate shared decision-making and planning by principal, teachers, and parents. Students are also empowered through classroom forums and a student council. Despite the auspices of a state-sponsored grant awarded to a good school with strong leadership, motivated staff, strong parental support, and a proven record of instructional effectiveness, successful restructuring is not assured. Lacking the power to effect radical change, people in this setting were limited to small scale tinkering rather than restructuring. A summary of data suggests that: (1) Cultural readiness of the community, school district and school site are critical to successful restructuring. A real transfer of power may not be possible without such readiness. (2) Restructuring involves a redefinition of roles and relationships among people--particularly that between teacher and parent; teacher and principal. (3) The opportunity for developing inter-personal relationships among roles can be a valuable by-product of the training process. (4) Inclusion of all stakeholders especially central office personnel, school board members, and less-involved parents is essential for successful restructuring. (5) Models of school restructuring developed within The Massachusetts Carnegie Schools Grant Program may be of limited value. Restructuring as a strategy for improving the effectiveness of less successful schools is not demonstrated within this model