This report describes a program for improving listening skills, lack of which interferes with second language acquisition. The targeted population was first- and second-year Spanish students in one middle school and one high school. Intervention over 15 weeks included changes in the classroom environment (desk arrangement, improved lighting, creation of a visual-spatial environment conducive to listening, effective rules for class management, functional equipment for listening comprehension activities) and classroom instruction in effective listening skills, including both teacher strategies (modeling effective listening, minimizing teacher-dominated talk, varying the speaker, using cooperative groups, giving clear directions, using timing to enhance listening, discussing bias/prejudice in listening, using short listening periods throughout class) and student learning strategies (discussing attitudes about listening, working in cooperative groups, blocking out external distractions, asking clarifying questions and paraphrasing, thinking and using self-discipline techniques before responding). Results indicate improved student listening skills and understanding of content. (Contains 21 references. (MSE)