This program description of Project ORDER outlines the design of the reorganization of the B. C. Elmore Middle School in the North Forest Independent School District, Houston, Texas. The school is located in a low economic, predominantly black neighborhood. Prior to Project ORDER, the school experienced a fairly high incidence of disorderly student behavior and disruption, which has since diminished. This paper describes the reorganization of the middle school's administration and instructional staff, its curriculum and extracurricular activities, its changes in facilities and in student body organization, and its actions to improve school community relations. Evaluation of the program shows clear evidence of success. In addition to improvement of student behavior, students' attitudes toward school are more positive, and attendance is up. (Author/DS)