Girls' interest and confidence toward science, engineering and mathematics (SEM) decline substantially as they advance through school. This change, followed by declining SEM participation, reflects multiple factors such as gender bias in classroom instruction styles and curriculum content, strong stereotypes regarding acceptable roles for women, the perception of SEM as a masculine realm, and girls' difficulty appreciating the relevance of SEM. This problem is especially acute in some socioeconomic groups. This project brings together a consortium of institutions and programs (Metropolitan State College of Denver, The Optoelectronic Systems Computing Center; CU-Boulder, Educational Equity Center, Girls' Inc., and Denver CONNECT) to affect girls and their teachers in three diverse, urban school districts (including the Denver Public Schools with over 66,000 students). Interventions focus on grades 3 to 5, the years during which girls' comfort with SEM begins to decline. Programs address curriculum, professional development, preservice instruction, and outreach and enrichment activities. Collectively, these efforts will influence the entire educational milieu including girls, their families, and their teachers. The project will permanently establish a process of curriculum, pedagogical and attitudinal change focusing on gender equity and how mathematics and science are taught at the elementary school level.