This paper addresses the problem of how school environments can be restructured to address the key requisites of cognitive development for all children. Following the problem statement, the second section discusses the historic concerns related to restructuring and the research underlying them--the roots of the cognitive revolution, the teaching-thinking movement, restructured learning environments, and the needs of at-risk students. Section 3 offers an indepth examination of how to build a restructured classroom environment, with a focus on its essential elements, curriculum, instruction, and assessment. Implications of this examination for at-risk students and their learning are discussed in the fourth section. The final section summarizes findings that demonstrate: (1) the importance of cognition for reform goals; (2) the need to provide at-risk students with the essential elements of a restructured classroom while recognizing the different abilities and backgrounds among them; and (3) the need to allow each learner to become self-regulatively inventive and capable of careful analysis. (Contains 281 references.) (LMI)