Learning Counseling, a special, small-group type of academically oriented counseling for underachieving high school students, counseled 819 students in the Pittsburgh Public schools during 1969-1971. Materials to train teachers to become Learning Counselors were developed: a manual, a series of video tapes, several casebooks, and 4 essays explaining the behavioral systems approach on which Learning Counseling is based. Two summer workshops were held to train 40 graduate students and teachers for extending Learning Counseling into higher education and teacher training. The data were subjected to an intensive analysis. The first analysis, concerning the Learning Behavior Inventory demonstrated a consistant agreement between students and teachers as to what overt and covert behaviors were shown by underachieving students. The 2nd analysis demonstrated highly significant changes in an increased students' positive attitude towards education, a reduced fear of tests and evaluation on the Fear Survey Inventory, and an increase in the desirable behaviors shown by good students. In summary, Learning Counseling Appears to be a popular counseling program for underachievers that produces documented affective and behavioral change. (Author)