Experience of the Liverpool Middle School, Liverpool, New York, provides a rationale for organizing school systems to include ungraded middle schools. If, as evidence indicates, today's youth are maturing earlier, are more sophisticated, and are capable of greater accomplishment, then the traditional grade 7-8-9 arrangement does not meet the needs of ninth grade students while elementary schools can not meet the needs of sixth grade students. It is felt that grouping students by grades 6, 7, and 8 in the middle school aided solution of this problem. By introducing a multi-age grouping of students for each subject, each student's unique qualities and individual capabilities were recognized and given full educational advantage. This ungraded system required curriculum reform and flexible scheduling which were implemented along with a system of team teaching. Problems of team isolation, friction within teams, curriculum oriented outlooks, unwillingness to regroup students, and lack of evaluation of innovations were being solved. Progress made with the middle school concept indicates its viability. (TT)