The highly successful Project Success Environment, a three-year project in Atlanta, Georgia, was directed toward the problem of academic underachievement in inner-city schools. The main thrust of the program was the construction of a positive learning environment--a restructuring of the classroom that replaces the failure environment with a success environment that, in turn, promotes future successful experiences. Out of this approach a classroom management system, success technique, evolved which consisted of three components: positive contingency management system (behavior modification) designed to deliver high reinforcement of appropriate social and academic behavior, classroom arrangement designed to foster small group and individualized teaching, and some revision of the standard curriculum. Various reinforcers were used. First year evaluation results indicated a usable behavior management system had been provided but not an effective program for accelerating academic performance. Thus, reinforcement for academic behavior was emphasized more and begun earlier; project pupils achieved at least one month's gain in reading and arithmetic for each month of project participation. The project has been recognized as one of the top three exemplary programs in the nation during 1973. (EA)