The SUNY "Pre-Precalculus Project" is aimed at a large and growing number of mathematically underprepared and/or unmotivated students at both two- and four-year colleges. To address the many special needs of students who fail to achieve in courses such as introductory or intermediate algebra at the college level, this project is developing a new approach to pre-precalculus featuring a revamped curriculum involving contextual problem-solving, an integrated use of technology, an improved pedagogy emphasizing active, collaborative efforts by students and faculty, and authentic assessment tied more closely to the course and real world skills. A series of curriculum development workshops over a two-year period is addressing these issues. The goal of the project is the design of a sequence of two 4-hour pre-precalculus courses and the creation of the instructional materials to support them. These two courses are replacing all developmental college mathematics courses prior to precalculus. As a result of the diversity and expertise of this coalition of twelve SUNY two-and four-year colleges, the project plans to empower students with the mathematics they need in order to survive and flourish in an increasingly technological and sophisticated 21st Century. The model and materials developed by the project are appropriate for many such underprepared students throughout the country.