This grounded theory retrospective case study examined whether the development of the Tennessee Value-Added Assessment System (TVAAS) supported Lasswell's (1951) policy process framework and the ecological adaptation of Marshall, Mitchell and Wirt's policy actors model. The study was a retrospective case study employing semi-structured interviews, analysis of documents, and archival records. The following research questions guided the study: Did the policy process evolve linearly as in Lasswell's theoretical model? If it was different, how? With respect to Marshall, Mitchell, and Wirt's ecological model of policy actor behavior, how was this theory consistent with the evidence from this case study? How did the political culture affect the policy process? How did the selected participants interpret their roles in the different policy stages? What issues developed during the stages of the policy process? How has the Tennessee Value-Added Assessment System as a codified policy changed? The study concluded that the policy process evolved linearly, but took multiple cycles. The Small School Lawsuit precipitated events that suggest features of Punctuated Equilibrium and Multiple Streams theories during the agenda setting stage. The Advocacy Coalition Framework theory underscored many of the events that occurred in later stages. Policy actor behavior changed relative to actor proximity to the inner circle. The traditionalistic policy culture of Tennessee influenced the policy process largely through the elite's inclusion of the TVAAS policy in the omnibus Education Improvement Act (EIA) Bill. The interviewee/participant's roles during the policy process varied at the different policy process stages. Several issues (superintendent elections, teacher evaluation) with the omnibus EIA bill emerged during the policy process that threatened its passage; however, the bill passed due to the initial urgency of fiscal litigation concerns. Since its passage, TVAAS as a codified policy has not experienced any significant changes, except No Child Left Behind has necessitated changes to the types of assessments and indicators. This study may be very useful to policy analyses and policy-makers interested in state level policymaking. / Ed. D.