This paper presents a counseling model based on transactional analysis (TA) to be used with staff members whose professional performance is considered marginal. The introduction of the paper suggests reasons for marginal performance. Counseling from the TA viewpoint is described as a series of transactions designed to improve performance, solve a personal or job-related problem, and create a path for individual development. Two stages to counseling situations based on TA techniques are explained. A first internal review of ego states and their effects by the manager is recommended as a preparation for counseling. Guidelines for this review are given which concentrate on strengthening the adult aspect of the client. A set of 10 TA guidelines for the actual counseling, designed to assist in developing exchanges which will solve the problem and encourage client growth and development, are listed and explained. The paper concludes by recommending follow-up evaluations once counseling has been terminated as a control measure to determine whether goals are practical and whether the action being taken will assure their attainment. (NRB)