The report details development and implementation of a project to use the visual response system (VRS) to aid the mainstreaming of mildly handicapped students. The VRS uses overhead projectors, individual earphones, and other hardware at each student's desk so that students can respond to teacher presentations. The advantages are listed for the VRS environment in programed learning. The report details the design, construction and maintenance of the VRS. The next section reviews research using the VRS to teach the learning disabled, emotionally disturbed, and educable mentally retarded composition, punctuation, spelling, mathematics (fractions), science (photosynthesis), self management, and student-student interaction. The VRS was found to be an effective learning environment for small groups of mildly handicapped students. Project inservice training and dissemination activities are detailed. Extensive appendixes include VRS materials for the lessons and for inservice teacher training. (CL)