According to the National Center for Education Statistics' latest data on cross-national differences in math, science, and reading literacy among fourth- and eighth-graders and 15-year-olds, U.S. students rank close to the bottom in math. Just teaching more advanced subjects and forcing students to take more classes and do more homework, however, is not likely to solve the problem (Furner & Berman, 2003). First, numerous students have difficulty with mathematics, thus requiring specific instructional strategies to address their deficits. In addition, half of 15-year-old boys and more than 60% of same-age girls report they often worry that math classes will be difficult and they will get poor grades. Further, Burns (1998) purports that two thirds of adults in the United States fear mathematics. With these worries and fears (i.e., anxiety), behavior problems often develop (Furner & Duffy, 2002). That is, children with math anxiety may engage in behavior problems to escape mathematics lessons and work. Implementing instructional modifications can address the majority of these behavior problems in the math class. In addition, instructional modifications will also address the math deficits that students have acquired due in part to missing important instruction and class work (Polloway, Patton, & Serna, 2001). Instructional modification refers to methods for differentiating instruction to meet individual student needs. To deter behavioral issues, it is important to focus on the following instructional modifications: (a) modify content; (b) modify teacher behavior; (c) modify task demands; and (d) modify delivery system. (Contains 2 tables and 3 figures.)