The purpose of this qualitative study was to examine the work of the superintendent in developing a district learning community. Through purposeful sampling, one school superintendent, along with another central administrator, a site-level principal, and a teacher participated in this study. Data collection included semi-structured interviews; fieldnotes and relevant artifacts were collected over a five month period. Findings for the study centered around the change occurring in the district. Basic changes were made in curricular, instructional, and assessment processes and supported by structural changes in district procedures and policies. There was also evidence of cultural change in the target district. Successful implementation of change may depend on: 1) having a clear understanding of the anticipated outcomes for change, 2) developing and communicating a compelling rationale for change, and 3) ensuring the availability of resources necessary to carry out the change. Leadership strategies used by the superintendent appeared to fit the transformational leadership paradigm. Strategies included development of a strong personal and organizational vision, translation of district beliefs into a strategic plan of action, and empowerment of individuals in decision making processes. Essential characteristics of a district learning community were found to be similar to those of school level learning communities. These characteristics included development of a strong relationships supportive of group efforts to attain common goals, establishment of ways to work together or individually to achieve a common purpose, and dispersed leadership across the community. Two important characteristics were found that appeared to influence the development of district learning community. The presence of a strong vision, for individuals and the collective group, set the stage for change and gave impetus to the work. Also, the willingness of the superintendent to take calculated risks, such as equalization of power across the district and development of an interdependency between the central office and schools contributed to the development of a more unified district learning community.