9450635 Pacey Through the development of a modular approach to chemistry and relate sciences, we propose to address the following issues. Students: student pool is bifurcated into well-prepared and ill-prepared "at-risk" students; students with interdisciplinary interests must decide among traditional majors; science literacy among the nonscience students is extremely low; student learning is more visual, making the lecture format less effective. Instruction: rapid expansion of science has over-extended curricular content ("more is good" philosophy); liberal education needs preclude expansion of science requirements for majors; research experiences are too focused at the senior level; the divisional structure of Chemistry (and, to some extent, the departmental structure of science) is inconsistent with the practice of science. Our premises are that: a comprehensive overhaul of chemistry instruction (both structural and content) is needed; an incremental approach will not achieve the objectives of improved instruction; inquiry-based instruction should replace the content-based approach to many topics in order to better reflect the practice of science; current curricula lead to wasteful duplication of material, particularly among departments; curriculum reform should be based on a top-down plan that emphasizes student outcome in the development of the model.