This project involved a program for improving student behavior. The targeted population consisted of second and third grade students in a rural community located west of Chicago, Illinois. Data indicated that behavior problems were disrupting instructional time and students' involvement in learning. The evidence for the existence of the problem included referrals to the school counselor and/or school administrators, academic assessments, and teacher observations. Probable causes for the problems included increasing class size, overcrowded school facilities, changing family structure, and students' lack of appropriate social skills. The analysis of probable cause data suggested the need for a program that addressed social skill development to provide opportunities for students to improve their classroom behaviors. A review of suggested solution strategies resulted in the selection of a program to address social skill development through integrated thematic units and cooperative learning structures. The approach to improve students' behavior included four major concepts: creating an ongoing caring and peaceful environment in the classroom, creating and developing ongoing friendships, developing and enriching children's social skills through cooperative learning structures, and facilitating and enhancing student self-esteem and empathy towards others. The results of a post-implementation survey indicated that students gained positive feelings of self-esteem, and a decrease occurred in the use of verbal or physical aggression. (Appendices present data collection instruments. Contains 43 references.) (WJC)