9350076 Carpenter & Fennema The purpose of this project is to conduct theoretical analysis and pilot work on teachers' knowledge of children's mathematical thinking in grades 3-5. The goal of the project is to refine the conceptual basis of Cognitively Guided Instruction to the upper elementary grades and demonstrate the feasibility and potential contribution that such an extension would make. the contributions include: i) extending the contend focus of previous work CGI grades K-2 to the complexity of mathematics in grades 3-5, with special attention focused on children's understanding of rational number concepts; and ii) identifying what components of the CGI approach to staff development, other than knowledge of children's mathematical thinking, are critical. ***