Over a three-year period, the Mobile Elementary Mathematics Initiative - Phase II (MEMI-Phase II) develops the Academy for Excellence in Mathematics Education, K-6 and prepares its members to lead and sustain elementary mathematics reform in the 66,000-student Mobile [AL] County Public School System (MCPSS). The Academy will include a critical mass of leaders from four groups of essential stakeholders in K-6 mathematics reform: 36 teachers; 17 school and district administrators; 30 business and community leaders; and 6 post-secondary mathematicians and teacher educators. The heart of the Academy is its Teacher Leadership Program and its carefully coordinated summer institutes, academic year experiences, and reflection seminars which deepen Academy Teachers understanding of mathematics and how it is best taught. The MEMI-Phase II builds on knowledge being gained from a mostly private-funded, three-year (1999-2002) Maysville Mathematics Initiative which involves a cluster of four inner-city and high-poverty elementary schools in the MCPSS. As part of the Teacher Leadership Program, Academy members will lead and support school-wide mathematics reform in four additional MCPSS elementary schools using the Maysville Mathematics Initiative model. MEMI-Phase II will directly impact over 180 teachers and their 3,600 students and it will set the stage for a district-wide elementary mathematics reform initiative, including textbook adoption, that would impact Mobile's over 2,000 elementary teachers.