To address the decline in degrees awarded to domestic students in Computer Science and Software Engineering (CSSE), this project is increasing participation and retention of academically talented, financially disadvantaged undergraduate and graduate students by providing about 57 scholarships over the course of the project. The undergraduate scholars are pursuing degrees in any of the three accredited degree programs: Computer Science, Software Engineering and Wireless Engineering. Auburn University is providing full tuition waivers to graduate scholars. The project is providing a pool of skilled graduates for the workforce that will help the nation maintain a leadership position in embedded computer systems and distributed computing. Recruitment efforts are being conducted via college and departmental recruiting events, site visits, web site, office of minority engineering program, and synergy with the STARS alliance. The project is improving retention and transforming the educational experience by one-to-one tutoring, mentoring of undergraduate scholars by graduate scholars, study-groups, and field trips. Career networking and internships opportunities are being provided via industrial partnerships. The outcomes are being disseminated via conferences, journals, web site and media outlets by Auburn University's office of communication and marketing. Research is being integrated into education by participation of undergraduate scholars in the summer REU program (optional) and graduate scholar research. Formative and summative evaluations are informing the process of recruitment, retention, and placement.