This report describes a program designed to increase students' on-task behavior. The students in the sample population consisted of kindergarten, first, and fifth graders. These classrooms are located in a community in northern Illinois. The problem of student behavior adversely affecting on-task behavior was well documented through a review of existing literature. There were many reasons for students exhibiting off-task behavior. Among these reasons were poor social interaction abilities, no clear concept of what is acceptable, and lack of consistent discipline. Probable solutions were: lessons to strengthen listening skills, incorporation of cooperative learning, and utilization of motivational activities to improve on-task behavior. As a result of our action research, the targeted classes increased their listening skills and on-task behavior. Appended are: (1) Kindergarten Pre and Post-Intervention Listening Skills Assessment; (2) First Grade Pre and Post-Intervention Listening Skills Assessment; (3) Pre and Post-Intervention Listening Skills Assessment for Fifth Grade; and (4) Pre and Post-Intervention On-Task Behavior Checklist for Kindergarten, First, and Fifth Grade. (Contains 12 figures.) [Master of Arts Action Research Project, Saint Xavier University.]