AS ONE PART OF THE 3-YEAR PROGRAM OF PROJECT TALENT, A COUNSELING INSTRUCTIONAL PROGRAM WAS DEVELOPED IN THE SAN JUAN, CALIFORNIA, UNIFIED SCHOOL DISTRICT. THE INTELLECTUALLY GIFTED (THE TOP 2 PERCENT ON ACHIEVEMENT AND ABILITY TESTS) IN GRADES 7, 8, AND 9 WERE PLACED IN THIS EXPERIMENTAL PROGRAM. BOTH COGNITIVE AND AFFECTIVE OBJECTIVES WERE SET UP FOR THE SMALL GROUP COUNSELING SESSIONS, AND ENGLISH AND SOCIAL STUDIES CLASSES. SMALL GROUPS OF EIGHT TO 10 STUDENTS MET ONCE EVERY 2 WEEKS WITH A COUNSELOR. THE COUNSELORS AND THE TEACHERS OF THE ENGLISH AND SOCIAL STUDIES CLASSES PLANNED COORDINATED ACTIVITIES FOR THE SMALL GROUPS AND CLASSWORK WHICH WOULD LEAD TO INTELLECTUAL AND SOCIAL GROWTH. MANY OF THESE ACTIVITIES WERE DETAILED IN THE REPORT. INSERVICE TRAINING AND PROGRAM PLANNING CONTINUED THROUGHOUT THE YEAR. IT WAS DECIDED THAT EVALUATION OF THE PROGRAM COULD BEST BE DONE BY ATTEMPTING TO MEASURE THE AMOUNT OF STUDENT GROWTH IN LINE WITH PROGRAM OBJECTIVES. RATING SHEETS ON THE FEELINGS AND ATTITUDES OF ALL THOSE INVOLVED, DETAILED CASE STUDIES, AND STUDENT SELF-EVALUATION FORMS WERE USED. THE PROGRAM WAS PRESENTED AS AN EXAMPLE OF A MEANS OF INTERRELATING COUNSELING AND CLASSROOM ACTIVITIES WHICH COULD SERVE FOR STUDENTS OTHER THAN THE GIFTED. (NS)