9353889 Pogrow The project focuses on helping at-risk middle school students increase their mathematics performance through the development of a new genre of software called Word Problem Processors (WPP). A WPP enables students to create mental models of how to translate language into mathematical procedures. Students communicate in writing with an imaginary creature in the computer which responds to the language the student inputs. In addition, mathematics curriculum consisting of daily conversations that are coordinated with the software are provided. Specific mathematics concepts are introduced indirectly, through discussions of problems and issues in highly motivating computer settings. Content includes estimation, geometry, statistics, probability, graphing, measurement, ration, proportion, percent, algebra, relations, and functions. This discovery-based mathematics curriculum supports the NCTM Standards, and emphasizes problem solving and problem posing in a mathematical context. Students who have low language comprehension skills raise these skill levels. Students can work individually at a computer or in groups. This project continues and augments work done during award ESI-9054924.