Using the Social Skills Program, a voluntary residential treatment program available at the Oregon State Hospital, as a model, the authors identify four key elements in the design of a motivating learning environment for intellectually disabled offenders. The individual's external locus of control is central to the dynamic of criminality, therefore reinforcement is best generated by the student as the teacher provides structure and serves as a facilitator in the process. A warm, respectful, and humane environment that is also structured and consistent will provide a supportive learning environment. A belief that intellect and feelings are intertwined is another important element, as a lesson that provokes an emotional response will be better remembered. In planning the lessons, it is important to reduce the pressure, keep it simple, and provide multi-sensory lessons. The environment reflects the theme of the information being taught, and the staff and residents are participants in that process. 9 references.