This paper describes a special class program for gifted students (aged 9 to 12) with learning disabilities in Calgary (Alberta). The program has evolved over its 4 years to stress kinesthetic, experiential learning. The issue of remediation versus enrichment was resolved when it was found that the students responded best to whole theme programming, with remedial instruction provided as problems arose. Most students preferred to learn kinesthetically, as well as orally-expressively, and showed great enthusiasm for drama, art, and science. Independent projects were set up using Benjamin Bloom's categories of thinking as well as timelines and outlines for structure. Much of the program focused on simulations which provided the students with a sense of experiential learning. Simulations included designing a dream home and a mock trial. Other strategies used included high interest, low vocabulary books; journal writing; experiential mathematics; and help in self-organization. Problems with the program involved consistency with home programs, limited classroom space, and lack of a computer. The paper concludes that these students prosper in such a program which cannot be provided in a regular classroom. (DB)