There is no more urgent and valid use of limited resources in education than to improve teaching quality. At present, public and private investors are committing significant dollars and political capital to establish teacher evaluation systems that link performance (student outcomes and instructional practice) to job retention and compensation. Serious questions are being raised as to whether tying teacher salaries and job security to student outcomes and effective practices will actually improve teaching, or simply change who is teaching. The Institute for Research and Reform in Education (IRRE) – a national not-for-profit education reform intermediary organization – and its district and state partners are working on a “developmental” approach to integrating system-wide instructional improvement with teacher evaluation. This panel will describe four stages of this approach and their implementation in a high school district in Arizona. Stage 1: Build educators’ awareness and knowledge of a common set of instructional goals and ways to measure achievement of those goals – in student work and in instructional practice. Stage 2: Engage all parties – teachers, instructional coaches and supervisors – in the use of these common goals and assessment tools to study the “state of teaching and learning” in their schools. Stage 3: Bring professional learning communities together and support them to use these data to select and evaluate curricular and professional development supports for all teachers. Stage 4: Engage individual teachers and their instructional leaders to identify: 1) specific areas for short- and medium-term improvements in each teacher’s instructional practice; 2) configurations of professional learning activities (some collective and some individual) to support these improvements; 3) expected gains in instructional quality and student learning from these improvements; and 4) agreed upon consequences of successfully (or unsuccessfully) executing these plans and achieving their intended outcomes. In this panel, we describe the key elements of this developmental approach and examine the approach’s potential to elevate teacher evaluation from simply sorting teachers to strengthening teaching quality and student performance. First, researchers from the University of Rochester will present reliability and validity data on the Measuring What Matters: Engagement, Alignment, and Rigor (EAR) Classroom Visit Protocol that plays a key role in establishing shared metrics for quality instruction. Field staff from the Institute for Research and Reform in Education (IRRE) will then present information on how this tool and the conceptual framework upon which it is based is used to support data-driven discussions at the district, building and classroom level directed at strengthening teaching quality. Next, a district instructional leader from the Arizona high school district serving over 5,000 diverse students will discuss their use of this tool and processes to create a new instructional culture, build system-wide capacity to improve teaching quality, and instill confidence in a new teacher evaluation process. Finally, a senior member of the state department of education will discuss how state-level policy discussions of performance-based management and compensation are being informed by these district-based activities.