This paper summarizes experience of an action-research project on district Project Planning in six drought prone regions in which both the authors were involved for 3 years (1977-78-1980-81). Major thrust of this effort was to institutionalize management culture at district level through setting up district planning cells manned by professional staff. Three models including legitimization-intervention-institutionalization phases of action research are briefly discussed together with lessons for further explorations such as: a) It was found that for institutionalizing even a small change at micro level, several concomitant changes are required at higher level. b) Shift in objectives was as inherent condition for an action-research project if learning was to be of the 'researcher' also besides that of 'researched'. c) Lowest levels of bureaucracy have to bear much greater part of the burden for project failures that is generally due. Blame should trickle-up like the credits. d) Grafting a structure like 'District Planning Cell' at lower levels without generating necessary receptivity at all levels of an administrative organization proved a futile effort. e) 'Projects' are probably not the corner-stone of development in backward regions.