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The purpose of this study was to understand how a special education supervisor, four beginning special education teachers and their building principal experienced improvement of instruction. The study was conducted in four special education classrooms in a county with a school-aged population of approximately 14,000 students. The county was located in a rural, upper Southern state. Data were collected primarily from January through June of 1997. Using qualitative methodology, data were collected by use of participant observation, interviews, and analysis of documents pertinent to improvement of instruction. Field notes, transcripts, and pertinent information from documents were entered into Ethnograph software where they were coded and then used to identify emergent themes regarding participants' perceptions of improvement of instruction. Administrators' and teachers' perceptions on improvement of instruction were at variance. Whereas administrators perceived improvement of instruction as an increase in scored on mandated state achievement tests, teachers defined it as being able to reach more students and help them to learn better on a daily basis. Administrators sought to improve instruction by using top-down strategies such as school-wide collaboration and “School Improvement Plans.” Teachers confided in and collaborated with trusted colleagues, read, reflected, and learned by trial and error. Because of the mismatch between administrators' and teachers' perceptions, it was recommended that administrators begin to create a more horizontal school structure and give more credence to the voices of teachers than to voices of bureaucrats. It was recommended that administrators offer support in helping teachers to create a more collegial work environment, and give teachers greater responsibility for professional development activities. The researcher recommended that the actual process of supervision be studied to identify activities that either promote or constrain improvement of instruction. Further, it was recommended that the issue of teachers' fear of the supervisory process be studied in order to locate the sources of that fear and find ways to alleviate it. The final recommendation was to study the effects of supervision on improvement of instruction to determine whether or not it actually fulfills its function, and to find alternative ways to effect improvements in instruction.