This action research project implemented and evaluated a program to enhance students' prosocial behaviors. The targeted population consisted of students in two second and one third-grade classrooms in a declining urban area of a large midwestern city. The problem of inappropriate behaviors was documented through discipline reports, anecdotal teachers' journals and observations by school personnel. Probable underlying causes included the breakdown of family values due to single-parent homes, high teen pregnancy rates, numerous foster care placements, high student mobility rates, and gang/drug influences. Other possible causes were related to delayed academic skills, large class size, and a lack of school support personnel. Increasing numbers of children with physical, emotional, and mental disabilities were other factors contributing to inappropriate behaviors throughout the school setting. A review of solution strategies as suggested by educational literature and other professional sources resulted in the following intervention: implementation of cooperative learning structures, developing activities which provided opportunities for modeling and practicing pro-social skills, and augmenting and supporting existing conflict resolution programs. Post-intervention data indicated that the implemented social skills program made an impressive behavioral difference in the targeted students. Contains 26 references. (Author/SD)