This four-year project will broaden the mathematics content knowledge and pedagogical strategies of mathematics supervisors and middle grades teachers from nine school districts in the metropolitan Atlanta area. The top-down approach includes beginning with the instruction of mathematics supervisors, and a small cadre of experienced mathematics teacher leaders. In a combination of summer and academic year inservice, the supervisors and project staff will work with classroom teachers. The set of classroom teachers will be expanded each year, culminating during the fourth year with the involvement of approximately 54 teacher leaders. The project relies on a constructivist model and will produce a set of written and videotape materials for use in other mathematics teacher enhancement settings. The project approach is to foster independence and confidence among the supervisors and teacher leaders, so that by the fourth year the project is moving toward being self-sustaining. Cost sharing is provided by Georgia State University and school districts as 73% of the NSF award.