This 18 month project is extending an existing coalition formed among Sam Houston State University, North Harris College, and Tomball College. The original coalition was formed to implement changes in the mathematics content courses for prospective elementary school teachers. These changes were given impetus by the Guidelines for Mathematics Courses for Prospective Elementary School Teachers, a document developed and disseminated in 1996 by the Texas Statewide Systemic Initiative (SSI) and consistent with nationally-known standards. The original coalition (SSI Coalition) is expanding to a network of two-year colleges and universities seeking to revitalize their mathematics courses for elementary teachers. The extended coalition is growing from institutes and is being fostered by mentoring, electronic mail, a web page, follow-through workshops, and a newsletter. The expanded coalition is using the student projects manual and instructor's guide of the SSI Coalition project and Ohio State short course materials. The materials developed by both programs integrate substantial mathematical tasks with cooperative learning, manipulatives, technology, and writing that challenge students while improving their confidence and appreciation of mathematics. Four members of the SSI Coalition faculty and one additional faculty are serving as senior personnel. They are leading 24 other faculty participants who are experiencing the SSI Coalition approach and are mentoring participants as they plan for the ensuing year by crafting a new course or restructuring an existing course consistent with the Guidelines. The project is employing an instructional consultant and an outside evaluator as well as an advisory board to guide the project's progress. Evaluation is being used to refine the instructional approach, to customize it to local site conditions, and to measure the success of the project.