A content analysis was conducted for all 60 programs of ThinkAbout, an instructional television series designed to strengthen the reasoning skills of fifth and sixth graders and to review and reinforce language arts, mathematics, and study skills. The study comprised separate analyses of three concerns: (1) demographic characteristics of individuals and groups represented; (2) the personal and social behaviors of the characters; and (3) the value-laden content of the programs. Data collection procedures included determination of thematic scene divisions and major characters and content analysis by pairs of raters. Demographic data indicated that the series was balanced across a number of variables. Analysis of personal and social behavior found that the series presents role models in which males and females, minority, and white characters exhibit systematic reasoning and persistence in problem-solving efforts. Characters teach and learn from one another, and prosocial values are upheld across a wide range of social and personal behaviors. The analysis of value-laden content, including value-laden social, personal, and educational values, showed that the most consistently evident values in the programs are the educational ones. A 24-item reference list is included. (LMM)