This paper outlines a bully-proofing program that aims to shift power away from the fear of bullies to the "silent majority." The Bully Project is a comprehensive systems approach which changes the attitude and environment of the school. It does this by training the staff to recognize the difference between bully and victim behavior and by using classroom groups and small group interventions with bullies and victims. Parent involvement and support from the Pupil Services Team for classroom teachers completes the comprehensive approach. Implementation for the program involves an 8-week period for training. Schools wishing to implement the program will need trained personnel who are familiar with the materials so that these workers can provide in-service training for the teachers and staff, can work directly with teachers in running classroom groups, and can run small group sessions for bullies and victims. Details are given on the cost of the program and some of its accomplishments. Evaluation data on the program is very limited, mostly anecdotal. (RJM)