SUCCESSFUL ELEMENTARY SCHOOL PUPILS FROM LOW-INCOME HOUSEHOLDS IN DEPRESSED NEIGHBORHOODS OF THE URBAN NORTH ARE COMPARED WITH AVERAGE AND FAILING PUPILS FROM IDENTICAL SETTINGS. THE AIM OF THE 3 YEAR PROJECT IS TO DOCUMENT DIFFERENT PATTERNS OF PERSONAL AND SOCIAL DEVELOPMENT AND TO RELATE THESE PATTERNS TO SCHOLASTIC PERFORMANCE. EMPHASIS IS ON DIFFERENCES IN THE PERSONAL AND INTERPERSONAL SITUATIONS THAT MOLD THE HIGHLY MOTIVATED IN CONTRAST TO THE AVERAGE AND THE FAILING STUDENT. DURING THE 1ST YEAR OF THE PROJECT, A STUDY WAS MADE OF THE ACADEMIC AND SCHOOL ENVIRONMENT TO ASCERTAIN AND IDENTIFY THE VARIOUS ABILITIES OF EACH PUPIL. DURING THE 2D YEAR, A GROUP OF RELATIVELY SUCCESSFUL STUDENTS WILL BE SELECTED COMPARISONS OF HOME AND PEER GROUP AFFILIATION WILL BE MADE BETWEEN THESE STUDENTS AND THE AVERAGE AND FAILING STUDENTS. DURING THE 3D YEAR AN INTENSIVE STUDY WILL BE MADE OF CHILDREN WHO SUCCEED ACADEMICALLY AND THOSE WHO DO NOT. AN ATTEMPT WILL BE MADE TO MEASURE THE INDIVIDUAL'S DESIRE TO SUCCEED ACADEMICALLY. ETHNIC COMPOSITION, GRADE LEVEL SUBJECT ACHIEVEMENT, IQ SCORES, CLASSROOM OBSERVATIONS, HOME AND BACKGROUND INFORMATION AND HOME INTERVIEWS ARE DEPICTED IN TABLES. FINDINGS SHOW THAT ONE ENCOURAGING ADULT FIGURE IN A CHILD'S BACKGROUND IS ESSENTIAL FOR SUCCESS IN SCHOOL. PARENTS USUALLY REALIZE THE IMPORTANCE OF EDUCATION BUT ARE VAGUE AS TO HOW IT CAN HELP THE CHILD AFTER HE GRADUATES FROM HIGH SCHOOL. BEHAVIOR IS A MORE IMPORTANT CONSIDERATION FOR ACADEMIC SUCCESS THAN ABILITY.