The Harrisburg (PA) city schools had been failing for many years, plagued by bad student performance on standardized tests, high absenteeism, poor graduation rates, and what appeared to be organizational chaos, according to media reports. The school board had hired and fired three superintendents in the space of a decade, but nothing they or their administrators did stemmed the tide of bad news. In December of 2000, Stephen Reed, the long-standing Democratic mayor of Harrisburg, instituted a mayoral takeover of the city schools under the auspices of Act 91 of 2000, commonly referred to as the Empowerment Act of 2000. His first act under the provisions of the law was to appoint a board of control, which left the elected school board little role to play. The mayor's next move was to recruit a superintendent of schools. He found Dr. Gerald Kohn, former superintendent of schools for the city of Vineland, New Jersey. The new superintendent brought with him his own hand-picked top-level management team; this resulted in a flurry of management changes (including reassignments and dismissals) among administrative staff in place before the takeover. Recognizing that such a high level of change in school governance this would create, the purpose of this case study was to examine the attitudes and perceptions of a group of administrators who attempted to bring about, or adapt to, a sea change in a troubled school district under the auspices of a city mayor who abrogated the authority of a duly elected school board, resulting to date in what seems to many interested observers as little or no progress after seven years, and in what appeared to be according to media reports a climate of controversy and turmoil. Administrators completed a pre-interview survey and then a randomly selected sub-set participated in a forty to fifty minute interviews. Both the survey and interviews focused on the four research questions: How do administrators perceive the takeover has affected their stress levels? How has it affected their job satisfaction? Has in their opinion the takeover increased or decreased the level of turmoil in the district? What do they believe is the level of confidence the public has in the job they are doing? The survey and administrator interviews were augmented by interviews with selected representative stakeholders in the district who were queried on essentially the same questions. Administrators generally reported high or very high stress levels accompanied by good or very high rates of job satisfaction. They and their stakeholder counterparts agreed that turbulence had subsided in the district since the takeover. Administrators and stakeholders split on the issue of public confidence. Administrators felt public confidence in the schools was improving; stakeholders expressed dissatisfaction with the pace of change in the district and what they perceived as unacceptably low PSSA scores. / Educational Administration