This model project is designed to increase the participation of women and minorities in mathematics careers by providing special instructional and outreach activities for students in grades six and seven to encourage their enrollment in high school elective mathematics courses. It is a two-year collaborative effort of Louisiana Tech University and Grambling State University serving the northern half of the State, and Louisiana State University and Dillard University serving the south-central metropolitan region. The project identifies women and minorities with potential in mathematics, provides enrichment programs to stimulate their interest in mathematics, and provides skills and methodology enhancement for middle school mathematics teachers. The activities in the project include 5-session mathematics inservice workshops for skill development of middle school teachers based on the concepts and strategies recommended by the Curriculum and Evaluation Standards for School Mathematics Report of the National Council of Teachers of Mathematics. The five sessions address topics identified as critical for readiness in algebra and geometry and explore the impact of mental set (verbal and nonverbal signals that encourage and discourage development in math). The sessions are conducted by a Louisiana NSF Presidential Award winning teacher of high school geometry (Mrs. Lynn Stallings-Roberts, 1987). A series of five Saturday morning enrichment programs are conducted for students identified as having talent in mathematics. The opening session is designed for students, their parents, and participating teachers in which an overview of activities is presented. Succeeding session include telelearning sessions taught by award-winning teachers, programs to stimulate interest and excitement in mathematics, field trips, individual student projects, and a culminating end-of-the-year picnic. A special seminar to promote parental support is also held for parents.