Noting that low self-esteem negatively affects student achievement, this action research project implemented and evaluated a program for increasing student self-esteem through a caring and positive classroom environment incorporating cooperative learning and the use of praise and rewards. The targeted population consisted of fifth grade physical education students and seventh grade life science students in an elementary school near a large midwestern city. The impact of low self-esteem on classroom achievement was documented by teacher anecdotal records on class participation, teacher journal entries describing student behavior, student reflection journal entries that described feelings and self-esteem, and self-concept assessment tools. Three areas of intervention were determined: a positive relationship between student and teacher, positive interaction among peers, and a positive and caring classroom environment. Cooperative groups were used to increase appropriate social skills and foster peer relationships. Post intervention data indicated an increase in positive self-esteem, greater student engagement in class activities, and increased achievement levels. The participation checklist for physical education, modified Florida key evaluation form, and classroom signs are appended. (JPB)