Planning an incentive program for middle school students requires thoughtful decisions including: (1) determining the specific needs of the students; (2) recognizing the reasonable scope of involvement of students, parents, Parent Teacher Association, and school personnel; (3) clarifying the purposes of the incentive program; and (4) planning future revision or adaptation of the beginning incentive program. This paper presents an overview of motivation and incentives in order to provide a basis for developing a strategy for designing an incentives program. Seventeen progress incentive strategies from Nebraska are briefly explained, and 11 district incentive programs are described. These program are grouped into three classes: incentive programs for modifying student behavior; programs that focus on improving academic achievement; and programs that incorporate both behavioral change and academic achievement. Following the district incentive programs is a section on teacher communication that motivates students. Samples of notes from teachers to students are included and a list of 29 references is provided. (ABL)