Cognitive Restructuring offers mathematics teachers a foundation and working philosophy for helping underachieving students. The philosophy centers on helping students become aware of and break out of a failure syndrome. Inability is not considered the reason for underachieving. This philosophy, shared by the developmental mathematics teachers at a four-year university in North Carolina, has yielded 80% success over the last 25 years. The intent of this paper is to discuss the failure syndrome, to define cognitive restructuring, to demonstrate its use in mathematics instruction, and to give dialogue and case studies taken from work with students. Using cognitive restructuring allows mathematics educators to focus on the evolving self-development of students as a co-objective with teaching mathematics.