There are potentially successful students who are failing one or more subjects every year. Many students are spending more than the normal 3 years at the middle school level because of this failure. A program was designed to increase the self-esteem, motivation, and interest of at-risk students, thereby improving their grades. A second aim was to increase parents' involvement in their children's educational growth. Seventh and eighth grade students (N=10 to 18 and N=8 to 18), respectively, from a middle school located in the southeastern United States were observed and questionnaires were administered to them. After assessing their needs, contracts between teacher and student were prepared. Rewards were dispensed following fulfillment of the contracts. Students also received counseling, individual attention, tutoring and self-enhancement classes. Field trips and cooperative learning projects were additional components of the program. Students, teachers, and parents evaluated the effectiveness of the program. Even though not every student improved, the overall program was productive. Students attended school regularly, improved grades, and increased motivation and self-esteem. A positive environment and experience helped to promote learning in students at-risk of dropping out of school. The most successful component of the program was the counseling sessions and the contracts were also fairly successful. Parental involvement was judged the least successful component of the program. (Author/ABL)