Gary is exactly right about "learned helplessness"! Sometimes I think there ought to be a 12-step program for fearful students. I'd be a charter member! And, Gary, disruptive is the flip side of the coin of helplessness; the other side, the side I was on, was the overly quiet student who sits in the back of the room and drops out at the hint of a problem! Peggy Keller English Instructional Technician Assistance Centers for Education Albuquerque Technical Vocational Institute 525 buena Vista SE Albuquerque, NM 87106