The staff of the Hueneme School District, working in partnership with GTE California, Inc., developed a "Smart-Classroom," a high-technology seventh-grade science class facility which integrates personal computers, interactive laser disk video programs, closed circuit television, VHS programs, satellite down links, local area networking, and phone modems. One hundred ninety-two students, including students from the gifted and talented program, special education program, and limited English proficient students, were enrolled in the Smart-Classroom. The use of technology in the classroom enabled these students to progress through lessons at their own pace, thereby maximizing student achievement, which is the main goal of the program. At the end of each unit, criterion-referenced computer tests were given to determine if content objectives had been mastered. Any objectives missed were automatically retaught by the software program and tested again. This individualized approach enabled students to master the objectives at their own speed. One area of improvement was in the students' attitudes toward learning. Students started at their appropriate level and progressed at their own speed. As they experienced success, they gained confidence in themselves. They realized they could progress as far and as fast as they wished, and were eager to accept new challenges. (Blueprints of first and second generation Smart-Classrooms are appended.) (Author/GL)