A plan to de-escalate fighting behaviors at an inner-city elementary school was implemented. It is believed that factors contributing to the problem were: low socio-economic status; a lack of parental supervision at home; a lack of parental involvement at school; a high level of criminal activity surrounding the schools; overcrowded class areas; and an absence of structured behavior change program. The program was designed to decrease fighting behaviors exhibited among intermediate grade (3-5) elementary students. Solution strategies to resolve fighting in the intermediate grades were: institute a 12-week project focusing on 10 behavior change designs relating to communication skills among students, teach ways to escape a confrontation, and provide a working knowledge of body language. Objectives for the program were for 80% of the teachers and the students to increase their knowledge of how to de-escalate a fight, and to reduce fighting referrals by 50%. Evaluation instruments used to measure this project were teacher-made tests and recorded baseline data. It is believed that school culture can become more positive when the de-escalating skills which are taught relate specifically to the actual behaviors exhibited. Total effectiveness of the program showed that violent behavior such as fighting can be reduced with a comprehensive structured program that meets student needs. Appendixes contain the teacher and student survey instruments, baseline data, teacher and student survey results, parent newsletter, and teacher in-service agendas. (JBJ)