Project TEAM (Technology, Empowerment, and Mathematics) is a three-year effort to enhance mathematics learning of elementary and middle school students, through teacher enhancement, in the Boston Public Schools. TEAM builds on the successful NSF-funded EMAT (Elementary Mathematics and Technology) Project, which also was conducted in Boston. The project will complete the preparation of two mathematics teacher leaders in every elementary school in Boston and will develop a cadre of middle school mathematics teacher leaders in each of Boston's middle schools. In each year of the project, a cadre of forty teachers (20 elementary, 20 middle school) will participate in a two-week summer institute, followed by monthly meetings during the academic year. Leadership teams will be established within each cadre. Academic year activity includes implementation of project ideas in participants' classroom, continued inservice each month, and telecommunications networking among participants. In the second and third years of the project, participants will conduct inservice activities with Eisenhower support at the local level. Typical sessions in the previous project were 15 hours long. Existing curriculum material produced in the Boston area will serve as a basis for teacher adaptation and revision. The project is initiated by the Boston Public Schools, and involves collaboration with mathematics educators at Boston University and the University of Massachusetts at Boston. Cost sharing is provided by the Boston Public Schools as 76% of the NSF award.