This report describes a program to improve inappropriate behavior of targeted fifth and sixth grade classes in an elementary school in northern Illinois. Seventeen percent of the school population is identified as low-income, although the community is experiencing a rapid increase in residential and commercial growth. Time-off task, incomplete assignments, and disruptive behavior were documented. Analysis of probable cause data reveals that students lack initiative, social skills, and commitment, and that students view school as irrelevant. Parental values and economic conditions may be contributing factors. In analyzing instructional strategies and curriculum, failure to engage students in their own learning may also be problematic. After reviewing professional literature and evaluating the classroom setting, a decision was made to select two interventions: (1) design a series of learning activities addressing multiple intelligence theory; and (2) incorporate those activities utilizing cooperative learning. Two out of the three problematic behaviors showed significant improvement. Time-off task and disruptive behavior in the targeted classrooms improved. Reduction of the number of incomplete assignments did not improve significantly. (Contains 26 references.) (Author)