Poor social skills among young elementary school students can result in lack of cooperation with others and an inability to resolve conflicts. This action research project examined the impact of a program for improving social competence through improving listening skills, cooperation, respect for others, and respect for authority. Participating in the project were 72 students across 2 kindergarten classrooms and 1 first grade physical education classroom from 2 schools located in a suburban community. Students' lack of social competence was documented by means of teacher and parent surveys, teacher anecdotal records, and behavioral checklists. The intervention had three components. First, a safe, caring, environment was established for the students. Second, direct lessons were provided involving role modeling, role play, and problem solving to teach cooperation. Third, direct lessons were used to teach conflict resolution. Lessons were taught throughout the school year. Effects of the intervention were assessed over 4 weeks through examination of students' discussions, parent surveys, teacher surveys, and the use of behavioral checklists and anecdotal records by teachers to assess social skills. Post intervention data indicated that the students exhibited more socially acceptable behaviors. Children began to learn the concepts needed for cooperative learning and the language necessary to resolve conflicts in a positive fashion. (Thirteen appendices include data collection forms and instructional materials. Contains 47 references.) (KB)