This master's paper demonstrates the use of instructional system design in the development of a program to foster courteous listening skills in at-risk, transitional kindergarten students. Instructional production phases of analysis, design, development, implementation, and evaluation were used. Kindergarten students were presented three lessons that raised the students' consciousness of the importance of courteous listening. The project incorporated various learning theories and involved the proper selection of media and methods that would support the lessons presented. An evaluation showed that the program helped instill improved listening skills in the target population. Related materials, including a task analysis list, listening games, performance checklist, and a listening skills post-test are appended. (RH)