This practicum paper reports on an effort to address the problem of acting-out, withdrawn, and immature behavior of 15 middle-school special education students during social skills instruction. Classroom behavior-rating checklists, discipline reports, and a student survey provided evidence that these behaviors occurred more during social skills instruction than during academic classes. The goal of the practicum was to increase scores on the classroom behavior-rating checklist, reduce discipline reports, and improve the attitude of the students regarding social skills instruction. The "Skillstreaming the Adolescent" program, based on the social learning theory model, was initiated in conjunction with various behavior management techniques including increased opportunities for tangible reinforcement, interdependent group contingencies, and sending negative letters home when inappropriate behaviors occurred. Behavioral observations were made over the 12-week implementation period. Analysis revealed that, during social skill instruction, classroom behavior improved and discipline reports, because of misbehavior, decreased. Students indicated through responses to survey questions that they enjoyed the social skills instructional group sessions. Appendices include the classroom behavior rating checklist and the pre- and post-intervention survey of social skills. (Contains 36 references.) (Author/DB)