This research utilizes Brookover's social-psychological theory of learning by evaluating the level and/or change in self-concept-of-academic ability, significant others, and academic significant others of 121 black and white compensatory education students. As a result of exposure to compensatory education there was a significant positive change in self-concept-of-academic ability for compensatory education students in general, as well as for blacks and whites. Males and females also had a significant positive change. The students identified parents, teachers, relatives, friends, offspring, spouse, and themselves as significant and academic significant others. There were significant changes in offspring, friends, teachers, spouse, and themselves as significant others, and themselves, spouse, offspring, and relatives as academic significant others as a result of compensatory education. (Author)