The problem of old and obsolete school facilities is acute, particularly in large cities. A maintenance or rehabilitation oriented approach is not a realistic answer to continued facility usage. Guidelines show that if the cost of modernization for an additional life of 20 to 30 years approaches 50 percent of the estimated cost of replacement, project practicability should be questioned. Several examples of realistic modernization programs are shown in which emphasis is placed on new functions and activity relationships. The answer to the problem might be found in utilization of advancing technology. Old buildings should be developed as supporting facilities for a flexible system of readily transportable learning environments. Current development of such a system is traced from the project's inception. (MH)