The ongoing work life of four classes of elementary school children from relatively affluent families was examined for approximately 2 years by a participant observer/classroom teacher in an attempt to identify possible causes of student alienation, i.e., negative, unproductive or disruptive behaviors. Examples of such behaviors include hostility, rebelliousness, passivity, withdrawal, lack of a sense of responsibility for learning and getting work done, work of poor quality, disinterest, and a lack of involvement and initiative. In addition to observing the structure and organization of classroom behavior in relationship to the students' working conditions, several techniques were used to find out what the children were thinking and feeling about learning and goals. These methods were Developing Understanding of Self and Others, Values Clarification Lessons, Goldfish Bowl Discussions, Self Awareness Units, and Glasser Circle Discussions. Following the collection of data, two more years were spent designing, implementing, and evaluating a less alienating curriculum and classroom organization. An additional year was spent organizing the data, reading, theorizing and formally describing the results of the study. This presentation provides (1) background information related to the study, (2) selections from the data which illustrate how the core themes of the analysis evolved, (3) a discussion of the use of the theory of alienation, and (4) a description of how the "experimental" classroom was implemented and evaluated. Outcomes of the classroom intervention are described. (Author/RH)