Holmstead students between the ages of 13 and 18 who possess high intellectual potential but have struggled in traditional school settings, emphasizing innovative and flexible education for bright adolescents who need to be challenged in order to change their motivation and performance. Typical Holmstead students fall into four categories. One, those with a history of school phobia. These students have had erratic attendance in the past, causing gaps in their academic and social progress. They are often lost in the shuffle in public high schools and benefit greatly from the focus on the individual stressed by Holmstead. This small setting serves to minimize frustration in order to promote a positive self-image. Two, those with a history of learning problems. In this low-pressure atmosphere provided by caring, insightful professionals, the emphasis is placed on the needs of the student, rather than on the demands of the curriculum. Individual help is available to all students in each course. Three, those with a history of behavior-management problems. Often referred to as the class clowns, these distractible. often disruptive students pose problems within the classroom, as their behavior can be unpredictable and their attention erratic. Small classes minimize disruption and threat to teacher control and inappropriate outbursts are either avoided or dealt with immediately and less emotionally. Four, those with a history of defiance toward authority figures. These students characteristically question rules and regulations, can be hard to motivate, and have difficulty adjusting to traditional academic situations. Efforts are made in working with them to redirect their energies toward positive career-related goals in order to minimize their manipulative attitudes and encourage their social and academic progress.