A pilot project was conducted to determine effective strategies for enhancing the self-esteem of "at-risk" students. The project involved middle school students (N=12) from a wide variety of socioeconomic backgrounds and ability levels. The students were determined to be "at-risk" for learning because of depression, child abuse, sexual activity, and/or drug use. Curriculum dealt with the issues of self-acceptance, choices, feelings, cooperation, communication skills, relationships, expectations, and personal responsibility. Through a variety of self-esteem enhancement exercises, the students made significant increases between pre- and post-test scores regarding self-esteem. Their academic scores and attendance rates also increased. Many students opened up emotionally revealing sexual activity, suicidal behavior, molestation, and drug abuse experiences. The purpose of the next project will be to enhance the self-esteem of students who are "at-risk" for learning. The project will simultaneously provide support systems for teachers and others in the school system who are involved with the students. (Author/ABL)