Last July, Bill Gates sat down with lawmakers from 15 states in a conference room in Philadelphia, and he had good news. His foundation would give their states up to $250,000 each, he said, to help them prepare the kind of sparkling grant proposals that could help their states win hundreds of millions of dollars in federal money.

“He said he’d identified 15 states he’d like to work with, and if you’re in this room, you’re one of the 15 states,” said state Sen. Nancy Detert, chairwoman of the Education Committee in the Florida Senate, one of the lawmakers who attended.

Naturally, the 15 states were delighted. But the other 35, not so much. Some officials complained that the Bill and Melinda Gates Foundation was trying to handpick the winners of the U.S. Education Department’s $4 billion grant competition, known as Race to the Top. The National Conference of State Legislatures was one of several groups that relayed objections.

“We expressed concerns that it appeared that Gates people were involved in helping the department pick winners and losers,” said David Shreve, federal affairs counsel at the national conference.

After some reflection, the foundation last month broadened its offer to include all states that are competing for the money and can prove they share the foundation’s views about education reform by signing an eight-point checklist.

“We said, ‘Wow, this is an opportunity to help states apply for money that will help them bring about real change in how we educate students,’” said Chris Williams, a Gates Foundation spokesman. “And after we began that effort, questions came up: Why not the other 35 states? And we said, Why not? If other states are putting together applications that seek real change, why wouldn’t we do that?”

The $4 billion Race to the Top competition, which Congress authorized in February as part of the stimulus law, is to reward about 15 states with $200 million to $500 million each for their school improvement efforts in recent years, and encourage them to undertake new initiatives the Obama administration supports, like opening new charter schools and improving teacher evaluation systems.

With nearly all states facing huge deficits, those sums have motivated officials in many states to start drawing up detailed applications, due early next year. The department is to announce some winners in the spring. The foundation’s offer would allow states that become its partners to hire high-powered consulting firms like McKinsey to help them with that work.

Officials at both the Gates Foundation and the Education Department insisted in interviews that the foundation, which has given about $200 million annually in grants across the nation to improve public schools, did not coordinate its offer to the 15 states with the department, where some former Gates Foundation employees now work.

Education Secretary Arne Duncan recruited his chief of staff, Margot Rogers, and one of his assistant deputy secretaries, James Shelton, from the Gates Foundation. The administration waived ethics rules to allow both officials to consult more freely with the foundation, said Justin Hamilton, a department spokesman. Neither official used that freedom, however, to discuss the foundation’s offer to the 15 states, Hamilton said.

The administration’s views on overhauling schools closely track the foundation’s. Both emphasize raising high school graduation rates, for instance, as well as improving teacher training and efforts to help failing schools.

“The Gates program and the Arne Duncan program are pretty much the same program,” Detert said.

Lucky 15

The 15 states originally picked by the Bill and Melinda Gates Foundation to receive funds intended to give them a better shot in the federal Race to the Top competition:

• Arkansas

• Arizona

• Florida

• Georgia

• Kentucky

• Louisiana

• Massachusetts

• Minnesota

• New Mexico

• New York

• North Carolina

• Ohio

• Pennsylvania

• Tennessee

• Texas

Many of those states are ones that experts say have the best chance to win federal money.