This report describes a program for improving the behavior of seventh and eighth grade students with learning disabilities in a self-contained classroom setting. Analysis of probable causes revealed that students demonstrated a lack of problem-solving skills, showed a low frustration tolerance, and exhibited poor self-concepts. Two major categories of intervention were selected: (1) strategies to improve social skills, and (2) an incentive program designed to increase motivation and improve self-concept. Intervention activities involved providing social skills training for two class periods per week, having students use social skills checklists and reflective journal writing to identify their needs for behavior change, implementation of a token economy incentive program, and special field trips such as an outdoor adventure field trip emphasizing cooperative working towards specific goals. The intervention resulted in decreases in the numbers of disruptive behaviors, suspensions, and referrals. Contains 24 references. (DB)