Noting significant shifts in public expectations of government transportation policy, management at the Minnesota Department of Transportation concluded that its approach to internal operations and external affairs required adjustment. After thoughtful discussion of the options, management decided to import and adapt advanced management techniques from the private sector in ways that were consistent with public sector values and introduce them by means that would support healthy development of a learning organization. This innovative approach produced benefits for the organization. It also demonstrated the unique challenges public sector organizations have in upgrading strategic capability: creating a framework of outcomes that are clear and congruent; adapting strategic techniques to agree with public sector organizational values and introducing them in ways that garner public acceptance; being accountable for shaping a future according to shared public aspiration; creating systems to provide the grist for strategic analysis in forms compatible with the methodologies; creating clarity in the organization's conceptual and strategy framework so that strategic techniques achieve their promise; producing an aspiration for the future that is shared by the general public; and setting a longer-term goal that inspires commitment. A conceptual framework is offered. Analysis of the challenges-challenges anticipated and challenges apparent only in after-the-fact reflection-highlights complex issues faced by public-sector management executing a strategic upgrade.