A social and academic change program was designed for an 11-year-old educable mentally retarded female with Downs Syndrome. Noncompliant behavior was modified through systematic and consecutive manipulations of two reinforcement systems. Responding to teacher requests within 5 seconds was reinforced within the context of math instruction in order to decrease an inappropriate social behavior while concomitantly increasing a critical academic skill. A simple A-B time series design was employed to evaluate the effectiveness of the interventions. A token economy and verbal praise treatment package was found to be an effective system for reducing noncompliance and increasing math proficiency. Other factors contributing to the program's effectiveness may have included consistent feedback in the form of charting daily behavior, goal setting, personal attention, and the student's own interest in the program. It was noted that noncompliance increased on days in which an unfamiliar concept was introduced. The concurrent increase in academic achievement was attributed in large measure to the decrease in noncompliance. (Author/JW)