Data from 12 2-hour observations of 41 elementary school classroom teachers were used to investigate classroom management problems associated with the use of small group instruction. Student engagement during small group instruction was compared with that in whole class instruction, seatwork, and transitions. Classroom narratives of subsamples of seven better and seven poorer small group managers were read and rated on small group management variables. Findings from two-way analyses of variance suggested three main areas in which better managers excelled: setting the stage for small group work, maintaining the pace of small groups, and handling inappropriate behavior during small group work. Strategies used for managing small group instruction by a subsample of better small group managers are described. (Author)