PROBLEMS OF UNDERACHIEVEMENT WERE STUDIED. THE PROJECT WAS ENVISIONED IN 1963 WHEN THE GOVERNOR LEARNED THAT FEWER THAN 80 PERCENT OF THE YOUNG PEOPLE IN THE STATE FROM 14 TO 17 YEARS OF AGE WERE IN SCHOOL. HE PROPOSED THAT AN EXPERIMENTAL SCHOOL BE ESTABLISHED TO DISCOVER WHY IQ SCORES OFTEN SHOWED ABILITY NOT REFLECTED BY SCHOOL PERFORMANCE. FINANCING WAS ARRANGED ON A STATE, FEDERAL, AND PRIVATE BASIS. SUPERVISION WAS VESTED IN THE LEARNING INSTITUTE OF NORTH CAROLINA, AN AGENCY CREATED TO SUPERVISE A VARITY OF EDUCATIONAL EXPERIMENTS. IN 1964 FOUR SESSIONS WERE HELD WITH DIFFERENT STUDENTS AND DIFFERENT VISITING TEACHERS. STUDENTS WERE EIGHTH-GRADE BOYS. SELECTION OF THE 350 STUDENTS INCLUDED--(1) YOUNGSTERS WITH IQ SCORES OF AVERAGE OR BETTER, BUT AT LEAST TWO GRADES BEHIND THEIR AGE GROUP IN ACADEMIC PERFORMANCE, (2) AND BOYS WHOSE TEST SCORES INDICATED BETTER THAN AVERAGE INTELLIGENCE AND THE POTENTIAL FOR BETTER THAN AVERAGE ACADEMIC PERFORMANCE, BUT WHOSE GRADES BELIED THE PROMISE OF BOTH. THE SCHOOL WAS RESIDENTIAL, NO FEES WERE CHARGED. ONE TECHNIQUE USED WAS TO ASSIGN EACH STUDENT TO A PROJECT OF HIS OWN CHOICE. EVEN WITH NEW METHODS OF INSTRUCTION, STUDENTS KEPT ABREAST OF THEIR REGULAR SCHOOL WORK. THERE WERE NO GRADES AND NO REPORT CARDS, BUT A FULL REPORT ON EACH STUDENT WAS SENT TO HIS HOME. THE SCHOOL, OPERATING IN A SOUTHERN SETTING, WAS BIRACIAL. CONCLUSIONS WERE THAT OUTSIDE INTERFERENCE AND DESEGREGATION IN A SOUTHERN SCHOOL WERE NOT PROBLEMS (1) FEW DISCIPLINE PROBLEMS WERE ENCOUNTERED, (2) THE CONCEPT THAT UNDERACHIEVERS DO NOT CARE WAS UNJUSTIFIED, AND (3) THE CHILDREN ENJOYED THE BENEFITS.