9451852 Lemons A significant mismatch exists between what traditional A&P courses offer and what many non-traditional students need. As a result, these students are not learning how systems function, but are memorizing many facts about them. We propose innovative laboratories which present function first in the context of a broad organizing theme, and then introduce anatomical and physiological details to explain the function. We begin with hands-on investigations using physical models and then progress to computer simulation, anatomical correlations and experiments. This reverses the traditional order of learning, helping students move from concrete experiences to formal thinking about dynamic physiological processes. The centerpiece of these new laboratories are Multi-purpose Laboratory Workstations based on the Macintosh Quadra 660AV with CD-ROM, running LabView and multi-media software, and connected to the Virtual Scientist interface which conditions signals from a variety of transducers and controls experiments and models. This proposal is complementary to a CCD project entitled, "Developing critical thinking and content mastery in non-traditional students: a comprehensive, technologically enhanced approach." It will allow us to outfit the laboratories with equipment necessary to implement the new A&P curriculum we are developing.