In 1995, Prince George's Community College made at-risk student retention an institutional priority. Studies conducted that year found that 70% of new students tested for placement needed remediation in at least one area, and that the pass rate in developmental mathematics was approximately 50%. A two-part intervention program was initiated to help at-risk developmental math students and improve pass rates. Each developmental math instructor was paired with a counselor. At-risk students met with designated instructors and counselors to devise strategies for academic success. In addition, a series of workshops requiring student participation and group work were planned to encourage learning. Topics included time management and goal setting, math anxiety, test-taking skills, using a calculator, memory aids, and note-taking and study skills for math. Not only did the students benefit, with pass rates in each target group improving significantly, but faculty also learned a great deal about math study skills. This allowed the faculty to improve their methodologies and broaden their approaches to student learning. Faculty and administrators credited attention to the behavioral/affective dimension of student learning as the primary reason for the program's success.(YKH)