This is a proposal for a cooperative venture involving the Department of Mathematics, the School of Education, and six school districts in the Birmingham, AL area to enhance the mathematics background and pedagogical repertory of 20 (well- prepared) middle school teachers of mathematics. The program begins with an intensive five-week workshop in which the participants will work through topics from pre-algebra, pre- geometry, and probability and statistics. The use of hands-on materials and appropriate computer software in teaching will be stressed. There will be four follow-up workshops during the succeeding academic year, as well as at least two site visits by project faculty to each participating teacher's classroom. Each participating teacher will select a "partner"-teacher to whom s/he will be mentor during the academic year and with whom s/he will share ideas and teaching methodologies from the summer workshop. The program will be replicated in three successive years: thus, 60 teachers will be impacted directly and an additional 60 teachers will be impacted through the partnership-mentoring program. All the teachers will become part of a network ("Mathematics Teachers Helping Teachers"), which will continue to function with the support of the University after the completion of the project.