The purpose of the present investigation was to develop and field test a practical program for the mainstreaming of behaviorally disturbed childred into regular fifth-grade classrooms. The 10-day training program emphasized the training of both teachers and peers as therapeutic agents. It focused upon the teachers' behaviors in terms of establishing classroom rules, praising and ignoring, minimizing reprimands, individualizing instruction, and providing ix naturally-occurring reinforcers to the children. The program enlisted the aid of the peers in terms of utilizing them as tutors, models, and as reinforcing agents or therapists. The children were taught to self-monitor their attention to appropriate and inappropriate behaviors and role playing techniques were used. Multiple baseline designs were used to assess the effects of intervention in five classrooms and on the target behaviors of ten children identified as emotionally disturbed. Treatment effects were replicated across students and teachers in three experiments. Substantial reductions in inappropriate behaviors were obtained while significant academic gains in reading and math were fostered. The results indicated that this approach was effective, efficient, and suitable for a variety of elementary classrooms.