In this project, problem students from grades 9 through 12 attending the only high school in a small West Tennessee town were placed in a small group counseling situation consisting of a mixture of blacks and whites, males and females, from low and middle socioeconomic levels. Counselors and consultants serving as group facilitators included both black and white male and female leaders. This design provided opportunities to address issues of school functioning and to enhance individual development in terms of mutual respect and acceptance. Students were selected who had chronic problems with poor academic performance and repeated demonstrations of antisocial behavior within the school environment. Once per month this group was led by a professor of counseling psychology. The group met other weeks during each month with the school counselor who was also available for individual counseling. Meetings of the group were conducted in an open manner conducive to freedom of expression. Leaders demonstrated their commitment to the psychological principle of modeling by their words, body language, and voice tone. Counseling strategies of enactment and rehearsal of everyday problems were primary treatment interventions. It is believed that this format is a realistic approach, enabling the school counselor to have a consultation experience of "learning by doing," and at the same time facilitating possible therapeutic change in a human potential group. Measures are being taken to quantify the effects of the group counseling. (ABL)