This report describes the activities and outcomes of Project ACHIEVE, an innovative educational reform program targeting academically and socially at-risk and underachieving students. Project ACHIEVE began as a district-wide training program for school psychologists, guidance counselors, social workers, and elementary-level instructional consultants, and is not a school-based/whole-school professional developing program. Specifically, Project ACHIEVE places emphasis on increasing student performance in the areas of social skills and conflict resolution, improving students' achievement and academic progress, facilitating positive school climates, and in increasing parental involvement and support. This is done through an integrated progress of organizational and resource development, comprehensive inservice training and follow-up, and parent and community involvement. Project ACHIEVE's training is facilitated by pupil services personnel and involves regular and special education teachers, paraprofessionals, school staff, substitute teachers, bus drivers, and volunteers. In addition, the training is extended to and utilizes parent involvement and community agencies. Outcomes evaluations of Project ACHIEVE at three school sites in Florida and Texas indicate students increased their scores on reading, math, and language measures after the implementation of Project ACHIEVE. Discipline referrals also declined after program implementation. (CR)