Concern for disruptive behavior in the classroom has been an ongoing issue at the local, state, and national level. This report describes a program for improving behavior and academic success through a caring classroom. The targeted population consisted of elementary students in growing rural and urban communities at three different elementary schools. Students demonstrated disruptive behavior that interfered with academic growth. Analysis of probable cause data revealed that students lacked adequate social skills. Students were adversely impacted by violence, racial tension, lack of moral clarity, dysfunctional families, and poverty. Three major areas of intervention were selected: (1) activities that address social skills and conflict resolution; (2) academic activities that improve thinking skills in reading and writing; and (3) classroom procedures that enhance a caring climate. Post intervention data indicated a decrease in disruptive behavior and an increase in academic success. Thirty-nine appendices account for 33% of the document and contain all materials used in intervention. Contains 36 references. (JBJ)