Project Upper Cumberland was a three year endeavor which served 16 Tennessee counties. The final report and evaluation, in three documents, summarizes the three innovative programs which it engendered: (1) teacher inservice training, emphasizing human relations; (2) a pilot cultural arts program (art, music, drama) for grades 1-12; and (3) a pilot guidance and counseling program for grades 1-9. This portion of the report focuses on the cultural arts and guidance and counseling programs. All three areas have as a general goal the changing and improving of attitudes. The full scope of each program and the evaluative measures utilized are included. Positive results are noted in the fact that many elements of the cultural arts project and of the guidance program are being continued. Overall, it would appear that the greatest contribution of the project has been the introduction of the Title III ESEA concept to the region, thereby laying the groundwork for future programs which hopefully will attack the needs of the region with greater accuracy. The research reported herein was funded under Title III of the Elementary and Secondary Education Act. (TL)