Demands for school-district reform are increasingly presented as externally imposed change, directed by state education departments. This study investigated strategies that superintendents used to develop and implement school-improvement plans in response to state mandates. It explored superintendents’ perceptions of environmental uncertainty and how their interpretations of the environment shaped their decisions to implement change. Six environmental factors were identified as the context for strategic decision making. These included uncertainty related to (a) superintendents’ futures and careers, (b) organizational structure, (c) accountability and participation in the planning process, (d) linkages in school improvement, (e) the economic environment, and (f) the intent of state reform efforts.