This report describes a program for improving active listening skills and the ability to follow oral directions. The targeted population consisted of third and fourth grade students in three different elementary schools. Two schools are located in far northern suburbs outside a large midwestern city. The other school is a southern suburb of a smaller midwestern city. The problem of poor listening skills was documented with teacher, parent, and student surveys, standardized testing scores, and teacher checklists. Analysis of probable cause indicated that lack of instruction, environmental issues, physical conditions of students, and psychological factors may affect the students' listening. Review of the research also indicated that students were not introduced to listening skills in the school setting. A review of the solution strategies suggested by other researchers, combined with an analysis of the problem setting, resulted in the development of listening skill instruction and the reduction of noise levels in the environment. The program included cooperative learning activities, direct instruction of active listening, and various listening activities. Post intervention data indicated an increase in student use of active listening skills and an improvement in student awareness of the components of active listening. (Contains 29 references and 9 tables of data. Appendixes contain survey instruments and pre and posttests.) (Author/RS)