Catholic schools in the United States are faced with the looming challenge of declining enrollments. One possible strategy for dealing with this problem is to institute multi-grade classrooms where students from two or more grades are combined in one classroom with one instructor. In this article, the authors examined one urban Catholic school's successful transition to multi-grade classrooms when student enrollment dropped dramatically. The transition to multi-grade classrooms did not have a significant impact on student outcomes as measured by absences, tardiness, or academic performance though other social-emotional and developmental benefits were perceived. For example, the students were more likely to nurture other students and be nurtured by them; assume shared responsibility and leadership in the classroom and at home; were involved in fewer disciplinary incidents; and were more respectful of their classmates. The researchers offer lessons learned about the transition for other Catholic school leaders who may be considering such a change. (Contains 2 tables.)