Gifted rural middle school students in Douglas County, Nevada, participated in a leadership program which complemented an existing critical and creative thinking skill-based program. Assessment, teacher-directed lessons, student-directed activities, integration of leadership techniques into creative and critical thinking strategies, and on-going evaluation of student progress were used. Students completed a Likert scale questionnaire describing 20 group problem solving situations adopted from the Blake/Mouton Managerial Grid. Students led other students through audiotaped problem solving situations related to common social or school experiences, then reviewed, analyzed, and evaluated their own sessions in conference with the resource teacher. Students became familiar with 20 leadership task and maintenance skills through lecture, discussion, and audio-identification sessions. Results of post-tests, subjective evaluation, and integration of leadership skills into existing learning strategies led to continuation of the leadership component of the Academically Talented Program. (LFL)