A study was conducted to describe change (and lack of change) in instructional processes and teacher and student behavior when class size was reduced by one-third midway through the school year. Two second grade classes from two schools participated; one school was in rural Virginia, the other an inner-city school in California. Information was collected through observation, teacher journals, and interviews, and teachers and researchers collaborated throughout the study. General patterns of change occurred when class size was reduced. Teachers reported that classroom management seemed easier and more effective. There was also evidence that classes functioned more smoothly, student attention rates were generally higher, and there were fewer absences. The teachers welcomed the opportunity for greater individualization of instruction. Changes in curriculum also occurred, most in the form of enrichment activities such as more instructional games, reading for pleasure, and field trips. Within the basic reading and mathematics curriculum, some teachers found that students completed lessons and progressed through the curriculum more quickly. Other teachers developed lessons in greater depth. While the teachers expressed a sense of greater freedom from the constraints imposed by a large class and increased enthusiasm, it appeared that easing these constraints allowed the teachers to do what they were already inclined to do in a better fashion. Most of the changes could be described as modifications or improvements within the teachers' existing styles and plans of instruction. (JD)