Andrew College is a small, rural, private, two-year liberal arts college located in Randolph County, Georgia, a county ranked at the very bottom of the socio-economic indicator scale for the state and nation. The problems that are being addressed by this NSF project are low student academic performance and low enrollments in mathematics courses at Andrew College. New instructional technologies are required to improve student performance in math and to increase student options for transfer to four-year colleges and universities. The objective of the project is to develop a new course in mathematical modeling with calculator-based laboratory which will lead to: (1) grade distributions of the math courses in line with or better than the total college grade distribution and (2) increases in the numbers of students who enroll in non-requisite math courses. The methods that are being used to accomplish the objectives are to (1) provide release time for the Project Director (PD) to complete the syllabus for the mathematical modeling course and CBL laboratory experiences, (2) acquire the CBL equipment, (3) provide training for the PD and other math faculty to teach the new course, (4) publicize the new course in the college catalog and other publications, (5) conduct formative and summative evaluation of project activities to measure changes in grade distributions and enrollment in non-requisite math courses, and (6) disseminate the results of the project. The special audiences targeted by the project are the high percentage of rural, first generation, low-income, and minority students enrolled at Andrew College, high school mathematics teachers and 50 Upward Bound participants--all of whom come from six local county school systems ranked the lowest in the state of Georgia. The results of the project are being disseminated through workshops for teachers, regional and state math conferences, in math journals and newsletters, and through publications targeted to liberal arts colleges .