SHAPE UP (Showing How a Prison Experience Undermines People), established in 1979, structures interactions between adult inmate counselors and juvenile multiple misdemeanants and first-time felons deemed at risk of recidivism. The interactions occur inside the State prison so that prison conditions may be observed and experienced by the juveniles. Beginning in the 1980's, the author was a participant-observer in the program for several years. This study used data from formal interviews, questionnaires, and informal discussions with inmate counselors, program staff, youth participants, and their parents. The author also relied on systematic and casual observations of program participants. The research questions focused on changes in inmate counselors' overall attitudinal and behavioral patterns, especially on changes in self-concept, esteem status, and prestige among fellow prisoners and staff. The author interacted with approximately 15 inmate counselors and eventually interviewed all of them. The study found that the primary benefit to inmate counselors was increased self- esteem, and residual benefits included increased social status and prestige in the prison. The research also found that inmate counselors became nurturing in their relationships with their juvenile clients and with fellow inmates. 7 references