This two-year project is directed toward middle school mathematics teachers and includes four-week summer institutes, classroom followup, and academic year inservice meetings. Teachers will work with the Middle School Mathematics Project materials, participate in an open-ended problem solving seminar, and study probability and statistics. The project includes an opportunity for teachers to conduct summer demonstration classes with middle school students, to participate in a "Community of Scholars", and to become involved in leadership activities. Project staff will be involved in classroom followup and support. Cost sharing from local school districts, Southern Illinois University, and the Illinois Board of Higher Education equals 26% of the NSF award.