Purpose: Suburban school districts have undergone significant demographic shifts over the past several decades. The research literature to date, however, has yet to explore how suburban district leaders are responding to such changes, or examine the factors that shape response. In this article, we apply a "zone of mediation" framework to examine how the leaders of one large and rapidly changing suburban school district in Texas responded to its changing student population. In our analysis, we consider the technical, normative, and political dimensions of this district’s response to demographic shifts. Research Methods/Approach: We conducted an in-depth qualitative case study of a large and rapidly changing district in the San Antonio Metropolitan area, which we named "Southern Independent School District." Our data included interviews with 28 district-level and community actors and interviews with 26 educators across three "focus" schools that were undergoing particularly rapid demographic shifts. Findings and Implications: We found that Southern Independent School District’s response to demographic change focused intensely on technical changes in curriculum and instruction. Such technical changes we found were explicitly adopted to address the needs of the increasing proportion of low-income students and students of color within the district. At the same time, we illustrate how the district failed to address the more challenging normative and political dynamics within the district. This failure, we show, placed significant limits upon the technical reforms that were adopted.