This paper summarizes the results of a proposal written for an undergraduate fellowship program involving peer-tutoring. The program was established to provide tutor-fellows for students experiencing difficulties in their college curriculum. Inclass participation of the tutor allowed for closer classroom observation of student behavior and instructor techniques. Contributions by the tutor-fellow to classroom activities were permissable at the teacher's discretion. Positive gains generated through the Undergraduate Fellowship Program were many, such as: (1) improvement in communication and integration of activities between departments; (2) improvement of relationships between the instructor and students; (3) more responsible and independent participation of the students in classwork; and, (4) more conscientious preparation of students for classes. The Undergraduate Fellowship Program was viewed not only as a supportive aid to the students in need of assistance with their courses but also as a self-fulfilling experience for the students who served as tutor-fellows in the program. (Author/PC)