This Action Research Project Report was conducted at one elementary school and two different high schools from August 20, 2007 to December 14, 2007. The purpose of this research was to decrease student off-task behavior in the classroom. There were four teacher researchers and 94 students at the beginning of the research, but during the action research process two students transferred schools, leaving the final total of students researched at 92. The teacher researchers consisted of two 3rd grade teachers, one 10th grade Health teacher, and one 11th grade English teacher. The teacher researchers defined off-task behavior as any time a student was not working on classroom activities, demonstrated a lack of self-control, exhibited rude behavior, was poorly motivated, or any other social behavior that negatively impacted academic performance in the classroom. The three tools that were used to establish this problem were teacher surveys, student surveys, and a behavior checklist. In the teacher survey, 93% reported that they either agreed or strongly agreed that off-task behavior interferes with their students meeting their learning objectives. Furthermore, 79% of the students responded that they either agreed or strongly agreed that they thought that being off-task in class has negatively affected at least one of their grades. From the teacher researchers' own behavior checklists used in observing their classes, they reported 165 incidents of off-task behavior. One solution that the teacher researchers chose to reduce off-task behavior was implementing cooperative learning. Cooperative learning is a method that uses cooperation within student groups to involve all students, increase interactions among students, and promote collaboration in the solution of assigned tasks (Miglietti, 2001). Often times there is an emphasis on improving social skills within these groups. This solution strategy was chosen because it offered students a structured yet interactive environment. Additionally, the students were taught specific social skills when working with their peers and their teacher. After teacher researchers used cooperative learning as the intervention, the incidents of off-task behavior were lessened, according to the behavior checklists. Additionally, 85% of the students reported in the post-intervention survey that they either agreed or strongly agreed that working in groups helped them focus on the assignment at hand. Clearly, off-task behavior was curbed by using cooperative learning. The teacher researchers recommend that cooperative learning be used an intervention to keep students on task. The following are appended: (1) Student Survey; (2) Teacher Survey; (3) Off-Task Behavior Checklist; (4) English Lesson Plan; (5) Health Lesson Plan; and (6) Fractured Fairy Tales Lesson Plan. (Contains 9 tables and 18 graphs.) [Master of Arts Action Research Project, Saint Xavier University.]