In this practicum, 15 learning-disabled pupils in grades two and three participated in an individualized program featuring mastery learning, a personalized system of instruction, attention to learning style and modality, and behavior modification, in order to improve reading levels and poor behavior. Program components included learning stations, interest centers, a variety of special materials, various modes of learning, aides and tutors, and immediate reinforcement. This approach tailored instruction for each pupil with a particular problem and allowed extra time for acquisition of basic learning skills in areas where this was necessary. Pupils were actively engaged in learning processes in which their behavior was modified. Although total remediation of the reading deficit was not achieved over 4 and one-half months, overall improvements were highly significant. Behavior was also improved. Appendices list objectives for each pupil, testing instruments utilized, and games and special materials used. Includes 20 references. (JDD)