Dr. Timothy O'Sullivan, a chemistry professor at the University of Massachusetts, Dartmouth campus, has designed the Buzzards Bay Rim Project. This multi-year effort will train a science teacher leader in every elementary school in the region surrounding Buzzards Bay in southeastern Massachusetts (approximately 100 schools in nine school districts), as well as many principals and school district administrators. The region has a high proportion of minority students and recent Portugese immigrants, and a level of education that trails behind the rest of the state. These teachers will receive more than 50 hours of training on exemplary hands on curriculum, as well as two summer institutes devoted to inquiry based pedagogy and assessment. This cadre of teacher leaders would train teachers in their schools in the use of hands on inquiry based curriculum, and would interact as agents for systemic change in each of their host districts. Each district will form a leadership team consisting of leader teachers, principals and district administrators, and will develop a plan for reform of their science instruction. Pre-service teachers at U Mass Dartmouth will be assigned to these science leaders as mentees. Scientists from Woods Hole Oceanographic Institute and Lloyd Environmental Center will act as science content resources. Massachusetts has recently received a State Systemic Initiative award from NSF, and this project will coordinate its activities with the State Department of Education. The New Bedford School district will participate in both projects, and will provide a meeting ground for integrating the efforts. The Buzzards Bay Rim Project is a model collaboration among universities, informal science centers, and local school districts. This effort has significant potential to establish outstanding science instruction in elementary schools throughout the region. Interactions with the Massachusetts State Systemic Initiative Project PALMS will allow this approach to be duplicated throughout the state. Cost sharing represents 83% of the NSF contribution.