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As the United States continues to play a leadership role in the international arena, it depends on the higher education sector to prepare capable leaders who can be guiding forces in the international economic, political, and social environments of the twenty-first century (National Association of State and Land Grant Universities, 2000). This is the ultimate goal of international education. Although current literature clearly describes the benefits of internationalizing higher education, there are few studies that describe how it can be successfully implemented at the institutional level. Using a qualitative, grounded theory approach, this study examined the factors that contributed to internationalization within three highly internationalized colleges and universities in the Southern Regional Education Board (SREB). Data were collected through ethnographic interviews and document analysis at all three institutions. The resulting model describes three layers of enabling factors that are vital to the success of international education programs. The first layer, Historic Leadership, describes factors influential in launching the initiative. The second layer, Strategic Infrastructure, articulates the structures or processes useful in implementing internationalization. The third layer, Institution Culture, describes cultural factors that enabled the internationalization efforts to excel. Finally, the potential impact of specific demographic variables is illustrated in the model. This study analyzes the relationship between the model's potential enablers and the research base on internationalization and Systems Theory. It concludes with a summary of the emerging model's strengths and limitations, and provides an overview of the study's implications for higher education.