A program designed to reduce educational failures by setting up four model classrooms of pupils with potential learning problems is discussed. Each child will be actively involved in an enjoyable way using manipulative materials to develop concepts of thinking. The basic assumption of the classrooms is that the best way to attack a learning problem is to give massive successful experience with immediate positive reinforcement. The initial emphasis will be on modifying classroom behavior. Parents will be an essential part of the program, and the curriculum will be flexible. The three basic curriculum areas will be: adaptive school behavior, sensory-motor integration, and academics. (CK)