Even though middle schools are important in retaining at-risk students, the organization and curriculum of most of them do not meet the developmental needs of young adolescents. Improvements should focus on making middle and junior high schools function less like large, impersonal high schools and more like caring, nurturing elementary schools, while offering a challenging, subject-specific curriculum. The size and departmentalized structure of middle schools tend to make students leaving self-contained elementary school classrooms feel vulnerable. The fragmented structure of middle schools allows teachers to specialize in subject areas, but weakens teacher-student relationships. Retaining middle school students in grade does not improve academic achievement and students who are retained are likely to feel embarrassed and stigmatized. Ability grouping, which becomes formalized in middle schools as academic levels become more fixed and obvious, results in social segregation, the reinforcement of racial stereotypes, and the promotion of negative self-images among minority students. Cooperative learning, where students of all ability levels work together in groups, is suggested as an alternative to tracking. Health education and career education should be emphasized in the curriculum. Teachers in middle grades should receive specialized training in adolescent development as well as in subject areas to improve teacher-student relationships. A list of eight references is appended. (FMW)