APPROXIMATELY 180 EIGHTH- AND 180 NINTH-GRADE STUDENTS, PLACED IN THREE ABILITY "TRACKS," WERE ADMINISTERED AN 80-ITEM ATTITUDE SURVEY AND AN 80-ITEM MOTIVATION INVENTORY. THE RESULTS OBTAINED WERE DEVELOPED AS PART OF A LONG-RANGE STUDY TO IMPROVE SCHOOL ATTITUDES AND MOTIVATION THROUGH INCORPORATING A REVISION OF INSTRUCTIONAL AND GROUPING PRACTICES IN SOCIAL STUDIES. THE ATTITUDE INVENTORY ITEMS WERE FACTOR ANALYZED AND ARRANGED IN SEVEN CLUSTERS. THE SCORES FOR EACH OF THE ATTITUDE FACTORS AND THE MOTIVATION SCORE WERE ANALYZED FOR RELATIONSHIPS AND VARIANCE. RESULTS FROM THIS ANALYSIS PLUS OTHER SUPPORTING EVIDENCE SHOWED THAT BRIGHTER STUDENTS HAD LOWER MOTIVATIONAL SCORES THAN THE STUDENTS PLACED IN THE LOWER ABILITY GROUPINGS. AN EXPERIMENTAL PROGRAM USING TEAM TEACHING AND A FLEXIBLE GROUPING ARRANGEMENT RESULTED IN A RELATIONSHIP CHANGE BETWEEN THE TOTAL ATTITUDE SCALE SCORE AND MOTIVATION. A SIGNIFICANT AND POSITIVE, POST-EXPERIMENTAL RELATIONSHIP BETWEEN THE MOTIVATION INDEX AND THE ATTITUDE TOTAL SCORE WAS IN CONTRAST TO THE PRE-EXPERIMENTAL RELATIONSHIP. IMPROVED ATTITUDES OF THE EXPERIMENTAL GROUP ARE SHOWN FOR THREE VARIABLES. THE VARIED GROUPING OF THE EXPERIMENTAL PROGRAM OFFERED A BROADER BASE FOR STUDENT INTERRELATIONSHIPS. THIS REPORT WAS PREPARED FOR PRESENTATION TO THE 1967 AMERICAN PERSONNEL AND GUIDANCE ASSOCIATION CONVENTION (DALLAS, MARCH 21, 1967). (PS)