The early adolescent period and the transition to middle school is a foundational period that is as important to the outcomes of students' educational careers as is the transition into school. For many early adolescents, the changing contexts and demands of school are just as novel, the stresses are just as great, and the developmental stakes are just as high as when they first began elementary school (Eccles, 1999; Seidman, Allen, Aber, Mitchell, & Feinman, 1994). While the need to help first graders learn how to be productive students is easily recognized, the necessity of fostering new competencies in sixth graders to promote their comfort as autonomous but interdependent learners is not as readily apparent. Yet, research on adolescent adaptation and youth's adjustment problems during early adolescence strongly suggests there is a need for sixth-grade classroom contexts that help students learn to effectively negotiate new academic, behavioral, and social demands as they develop new identities, relationships, interests, and abilities. The Supporting Early Adolescent Learning and Social Success (SEALS) Model has been developed to address this need. The purpose of this paper is to provide an overview of the conceptual foundations of the SEALS model and to provide a foundation for the subsequent papers in this symposium that examine the use of the SEALS intervention in the Rural Early Adolescent Learning Program (Project REAL). This paper will involve a brief overview of empirical research that guided the development of the SEALS model as well as pilot research from Project REAL that served as a foundation for the cluster randomized trial that is the base for the other presentations. In addition, considerations for looking beyond the impact of the SEALS universal intervention and examining factors and processes that should be addressed in the development of selected and targeted programs for high-risk subgroups will be presented to foreshadow some of the analyses presented in papers 3 and 4 of this symposium. Based on the studies from Project REAL, the SEALS model shows significant promise as a universal intervention for increasing teachers' capacity to manage the classroom, for enhancing students' experience of the school social and affective context, and for promoting students' academic, behavioral, and social adaptation. While the REAL findings are encouraging, there is a need for additional work with respect to issues of assessment (e.g., screening) and intervention to evaluate the use of this program in suburban and urban schools. Further, there is a need to move beyond the universal aspects of the SEALS model and to develop selected and indicated interventions that are designed to provide more intensive interventions for youth who are not responsive to the universal SEALS model. When this is accomplished, it may be possible to utilize the early adolescent period and the transition to middle school as an intervention opportunity to promote positive development in all students including youth with disabilities and youth who are at high-risk for significant school adjustment problems. (Contains 1 table and 2 figures.)