This project enhances Elementary and Secondary Education students' understanding of the mathematics they will teach through the use of computer-based modeling and explorations. The institution is purchasing 30 Macintosh computers for a mathematics computer laboratory. The facility is used to support class discussions, small-group explorations, and individual efforts to make mathematical models of real-world phenomena. Modeling-based activities can support prospective teachers' conceptions of mathematics in ways that cannot be accomplished without the use of high-powered technology. The project supports the students' development of a deep conceptual understanding of mathematics. It also fosters an appreciation for technology as a powerful tool for teaching and learning. The university is in an ideal position to achieve this goal for several reasons. First, it has a nationally-recognized mathematics education faculty who often work collaboratively. Second, it offers four core mathematics courses for prospective elementary teachers, which allows faculty to plan for the integration of several computer-based explorations in a systematic way. *