This paper describes the development of comprehensive psycho-educational groups for students in a secondary school attached to a Japanese university. Although deliberate application of psychological knowledge to self-empowerment has been a central component of counseling programs in the United States, such practice is only now emerging in Japan. This project was operated from two sites: one at the University of Tokyo and other at the University of Georgia. The objective was to help students learn new behaviors through a program of active participation of both mind and body. The groups also served to stimulate students' independence and growth, and provided a place for students and teachers to collaborate and address problems. The program served as a model to show the real world practice of counselors in schools. The class was found useful and interesting to a large proportion of the students. Students also reported that their concentration improved and they were less nervous or anxious. Recommendations for the future include the need for the program to continue to refine the curriculum and to test for anticipated changes in student development. The goal is to introduce the group work approach to local schools. (Contains 1 addendum, 1 table, 3 figures, and 78 references.) (JDM)