The context in which state education agencies (SEAs) operate has changed significantly over the last several years. Once focused primarily on compliance monitoring, SEAs, as a result of No Child Left Behind and a variety of state-level initiatives, have been thrust into a new leading role in the implementation of standards-based reform. SEAs now set standards, design and implement systems of assessment and accountability, and attempt to provide support and capacity building services for improvement efforts in schools and districts throughout their states. In addition to this shift in direction from compliance to service provider, state departments of education are also grappling with the realities of meeting the needs of a growing number of schools in an environment of scarce resources and with a staff that was not hired to do this type of work. This paper focuses on recent changes in the ways in which SEAs and districts collaborate with one another. The paper includes examples of collaboration in which SEA officials and district and school leaders engage in practices to directly or indirectly improve instruction, yet it does not focus on the regulatory and guidance functions of state departments of education. Instead, the paper concentrates on examples where staff members of the SEA engage directly with staff members of local districts and schools. The paper begins by outlining the new environment in which SEAs and districts now work. Then, the ways in which SEAs have changed both the structure and substance of their work with districts and schools are categorized and examples of emerging initiatives in several states are highlighted. In the final section, some of the major challenges and failures of current SEA and district collaboration are discussed.