This action research project evaluated a program designed to increase the use of appropriate social skills and improve academic achievement. The targeted population was comprised of first through third graders in four separate communities located in northeast Illinois. Evidence of the problem included teacher observational checklists denoting levels of students off-task behaviors, surveys completed by 87 teachers denoting cooperative learning strategies utilized in their classrooms, and surveys completed by 105 students reflecting their attitudes toward cooperative versus individual instruction. Analysis of probable cause data revealed that a lack of social skills contributed to off-task behaviors. Review of professional literature revealed that off-task behavior might also stem from poor social skills, as many students do not come to school with the same social values. A 12-week intervention consisted of a problem-solving approach incorporating lessons built on cooperative learning with increased emphasis on positive social skills to improve academic achievement. Post intervention data indicated academic growth, awareness of appropriate social skills, and a stronger sense of belonging. Working with nonfriends in teacher-selected groups presented less difficulty for targeted students following the intervention. There were clear reductions in student off-task behavior as noted in teacher observation checklists. Ten appendices include data collection instruments and sample instructional materials. (Contains 29 references.) (Author/KB)