Direct learning (operant conditioning) is not the predominant mode of human learning. Most of the learning achieved by human beings, according to Albert Bandura (1977), occurs through a process of observational learning. Not withstanding the importance of reinforcement, punishment, and stimuli to learning, most of what people learn over their lifetimes has been learned vicariously through observing and imitating others. From this perspective, the function of a role model and the process of modeling are crucial. The emphasis of this chapter is on modeling, or providing a means for clients to observe and imitate the behaviors the therapy is designed to teach. Modeling stimuli must be distinctive; that is, the model must be noticed. At the same time, the model cannot be so different from the observers as to be a novelty; people are more likely to imitate people whom they want to be like. Affective valence refers to the desirability of the behavior being demonstrated. Also, complex goal behaviors will be approached with less enthusiasm than a task for which the observer has a high degree of self-efficacy or confidence in his/her ability to perform. The higher the functional value or usefulness of the modeled goal behavior, the more likely it is to be adopted. This chapter profiles two programs that rely on modeling behaviors to achieve social learning. They are Achievement Place, a community-based, family-style, group home for delinquent youth, aged 12-16, in Lawrence, Kan.; and Arnold Goldstein's Structured Learning Training now called Skill Streaming. 3 figures, key concepts and terms, and discussion questions