The Smalltalk-80 system offers a language with a small and elegant conceptual core, and a highly interactive programming environment. We believe, however, that it could be made more learnable and usable by a relatively small set of changes. In this paper, we present the results of a series of empirical studies on learnability, and also some informal studies of large implementation projects. Based on these studies, we suggest a number of changes to the Smalltalk-80 language and system. To appear in the Proceedings of the European Conference on Object-Oriented Programming, Paris, June 15