Most research on the positive effects of class-size reduction (CSR) has occurred in the elementary level (Word, Johnston, Bain, Fulton, Zaharias, Lintz, Achilles, Folger, & Breda, 1990; Molnar, Smith, Zahorik, Palmer, Halbach, & Ehrle, 1999). Is CSR an important variable in improving education in the middle grades? Can small classes be achieved in the middle grades at reasonable costs? This article provides an overview of a three-year initiative (2001-2004) to lower class sizes in a middle school through structural changes. Based on initial pre- and post-test data, the process and student outcomes have been positive. All improvements occurred at no added cost. (Contains 5 tables.)